EQUITEX, INC.
                             1999 STOCK OPTION PLAN



         1. PURPOSES OF AND BENEFITS UNDER THE PLAN. This 1999 Stock Option Plan
(the "Plan") is intended to encourage stock ownership by employees, officers and
directors of EQUITEX,  INC., its divisions,  Subsidiary  corporations and Parent
corporations  (the  "Corporation"),  so that they may acquire or increase  their
proprietary  interest in the  Corporation,  to (i) induce  qualified  persons to
become  employees,  officers,  consultants  to  or  employee  directors  of  the
Corporation;  (ii) reward employees and employee  directors for past services to
the  Corporation  and (iii) encourage such persons to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the success
of the business of the Corporation.

         It is  intended  that  options  granted by the  Committee  pursuant  to
Section 6(a) of this Plan shall constitute "incentive stock options" ("Incentive
Stock Options")  within the meaning of Section 422 of the Internal Revenue Code,
and the  regulations  issued  thereunder,  and options  granted by the Committee
pursuant  to Section  6(b) of this Plan shall  constitute  "non-statutory  stock
options" ("Non- statutory Stock Options").

         2.  DEFINITIONS.  As used in this Plan, the following words and phrases
shall have the meanings indicated:

                  a. "Board" means the Board of Directors of the Corporation.

                  b. "Code" means Internal Revenue Code of 1986, as amended from
time to time.

                  c. "Committee" means the Compensation  Committee  appointed by
the Board,  if one has been appointed.  If no Committee has been appointed,  the
term "Committee" shall mean the Board.

                  d.  "Common  Stock"  means  the  Corporation's  $.02 par value
common stock.

                  e. "Disability" means a Recipient's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous  period of not less than 12 months,  or
such other  meaning  ascribed in Section  22(e)(3) of the Code or any  successor
provision.  If  the  Recipient  has a  disability  insurance  policy,  the  term
"Disability"  shall be as defined therein;  provided that said definition is not
inconsistent  with the meaning  ascribed in Section  22(e)(3) of the Code or any
successor provision.

                  f.  "Exchange Act" means  Securities  Exchange Act of 1934, as
amended from time to time.

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                  g.  "Option"  means  either a  Non-statutory  Stock  Option or
Incentive Stock Option.

                  h. "Option  Price"  means the purchase  price of the shares of
Common Stock covered by an Option  determined  in  accordance  with Section 7(c)
hereunder.

                  i.  "Parent"  means  any   corporation   which  is  a  "parent
corporation"  as  defined  in Section  424(e) of the Code,  with  respect to the
Corporation.

                  j. "Plan" means this 1999 Stock Option Plan.

                  k. "Recipient" means any person granted an Option hereunder.

                  l.  "Retirement"  means retirement from active employment with
the Corporation at or after age 60. The Committee's  determination  regarding an
individual's retirement shall be conclusive on all parties.

                  m.  "Securities  Act"  means the  Securities  Act of 1933,  as
amended from time to time.

                  n.  "Subsidiary"  means any corporation which is a "subsidiary
corporation"  as  defined  in Section  424(f) of the Code,  with  respect to the
Corporation.

         3.       ADMINISTRATION.

                  a.  The Plan  shall  be  administered  by the  Committee.  The
Committee  shall  have  the  authority  in its  discretion,  subject  to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either  specifically  conferred under
the Plan or necessary or advisable in the administration of the Plan,  including
the authority to grant  Options;  to determine  the vesting  schedules and other
restrictions,  if any,  relating to Options;  to determine the Option Price;  to
determine the persons to whom, and the time or times at which,  Options shall be
granted;  to  determine  the number of shares to be covered by each  Option;  to
determine  fair market value per share;  to interpret  the Plan;  to  prescribe,
amend and rescind rules and  regulations  relating to the Plan; to determine the
terms and  provisions  of the Option  agreements  (which need not be  identical)
entered into in connection  with Options granted under the Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has  delegated  duties as aforesaid may employ one or more
persons to render  advice with respect to any  responsibility  the  Committee or
such person may have under the Plan.

                  b. Options  granted  under the Plan shall be evidenced by duly
adopted  resolutions of the Committee  included in the minutes of the meeting at
which they are adopted or in a unanimous written consent.

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                  c. The Committee  shall  endeavor to  administer  the Plan and
grant Options  hereunder in a manner that is compatible  with the obligations of
persons  subject to Section  16 of the  Exchange  Act  ("Section  16  Persons"),
however compliance with Section 16 is a personal  responsibility of each Section
16 person and is not the responsibility of the Corporation or the Committee,  or
any person thereof.  None of the Committee,  the Board or the Corporation  shall
assume  any  legal   responsibility  for  a  Recipient's   compliance  with  his
obligations  under Section 16 of the Exchange Act. Any Option granted  hereunder
which would subject or subjects the  Recipient to liability  under Section 16(b)
of the Exchange Act is void ab initio as if it had never been granted.

                  d. No member of the Committee or the Board shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Option granted hereunder.

         4.       ELIGIBILITY.

                  a.  Subject  to  certain  limitations  hereinafter  set forth,
Options may be granted to employees,  officers and directors of the Corporation.
In  determining  the persons to whom Options  shall be granted and the number of
shares to be covered by each Option,  the Committee  shall take into account the
duties of the respective persons,  their present and potential  contributions to
the success of the  Corporation  and such other factors as the  Committee  shall
deem relevant to accomplish the purposes of the Plan.

                  b. A  Recipient  shall be  eligible  to receive  more than one
grant of an Option  during the term of the Plan, on the terms and subject to the
restrictions herein set forth.

         5.       STOCK RESERVED.

                  a. The stock subject to Options  hereunder  shall be shares of
Common Stock.  Such shares,  in whole or in part, may be authorized but unissued
shares  or  shares  that  shall  have  been or  that  may be  reacquired  by the
Corporation.  The aggregate number of shares of Common Stock as to which Options
may be  granted  from  time to time  under  the Plan  (the  "Available  Shares")
initially  shall not exceed  1,000,000  shares.  The number of Available  Shares
shall be subject to adjustment as provided in Section 7(i) hereof.

                  b. If any  outstanding  Option  under the Plan for any  reason
expires or is terminated  without  having been  exercised in full, the shares of
Common Stock  allocable to the  unexercised  portion of such Option shall become
available for subsequent  grants of Options under the Plan unless the Plan shall
have been terminated.

         6.       STOCK OPTIONS

                  a. INCENTIVE STOCK OPTIONS.

                           (1) Options granted pursuant to this Section 6(a) are
intended  to  constitute  Incentive  Stock  Options  and shall be subject to the
following  special  terms and  conditions,  in addition to the general terms and
conditions specified in Section 7 hereof. Only employees of the Corporation

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(as the term  "employees"  is defined for the purposes of the  Internal  Revenue
Code) shall be entitled to receive Incentive Stock Options.

                           (2) The aggregate fair market value (determined as of
the date the  Incentive  Stock  Option is granted) of the shares of Common Stock
with respect to which  Incentive  Stock Options granted under this and any other
plan of the Corporation or any Parent Corporation or Subsidiary  Corporation are
exercisable for the first time by any Recipient during any calendar year may not
exceed the amount set forth in Section 422(d) of the Internal Revenue Code.

                           (3) Incentive  Stock Options  granted under this Plan
are intended to satisfy all  requirements  for  incentive  stock  options  under
Section 422 of the Internal Revenue Code and the Treasury Regulations thereunder
and,  notwithstanding  any  other  provision  of this  Plan,  the  Plan  and all
Incentive Stock Options granted under it shall be so construed, and all contrary
provisions  shall be so  limited  in scope and effect  and,  to the extent  they
cannot be so limited, they shall be void.

                  b.  Non-statutory  Stock Options.  Options granted pursuant to
this Section 6(b) are intended to  constitute  Non-statutory  Stock  Options and
shall be subject only to the general terms and conditions specified in Section 7
hereof.

         7. TERMS AND CONDITIONS OF OPTIONS. Each Option granted pursuant to the
Plan shall be evidenced by a written Option  agreement  between the  Corporation
and the Recipient, which agreement substantially shall be in the form of Exhibit
A hereto as modified from time to time by the Committee in its  discretion,  and
which shall comply with and be subject to the following terms and conditions:

                  a.  NUMBER OF SHARES.  Each Option  agreement  shall state the
number of shares of Common Stock covered by the Option.

                  b. TYPE OF OPTION.  Each Option  agreement shall  specifically
identify the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Non-statutory Stock Option.

                  c. OPTION PRICE.

                           (1)  The  Option  Price  of any  Non-statutory  Stock
Option  granted  under the Plan shall be fixed by the  Committee  at the time of
grant of such option and shall not be less than 80% of the fair market  value of
the Common Stock at the time the Option is granted. The Committee shall, in good
faith,  determine the fair market value of the Common Stock  (without  regard to
any restrictions other than a restriction which, by its terms, will never lapse)
based upon a reasonable  method of valuation  adopted by the Committee,  or such
other  method  as may be  permitted  by the  Code,  or  regulations  or  rulings
promulgated thereunder.  In no event shall the Option Price be less than the par
value of the Common Stock.  The Committee will use its best efforts to determine
the fair market value of the Common Stock subject to the Option, but neither the
Committee or the Company will be responsible  for the payment of any tax imposed
upon the participants, nor will they reimburse participants for their payment of
any tax so imposed. Neither the Company, the Committee

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nor any  member  thereof  shall  make  any  representation  or  warranty  to any
participant  regarding  federal or state income tax  consequences  or effects of
participating in the Plan.

                           (2) The Option  Price of any  Incentive  Stock Option
granted  under the Plan to a person  owning  less than ten  percent of the total
combined voting power of the Common Stock shall be at a price not less than 100%
of the fair market  value per share,  determined  by the  Committee  pursuant to
Paragraph 7(c)(1), above, on the date of grant of the Incentive Stock Option.

                           (3) The Option  Price of any  Incentive  Stock Option
granted  under the Plan to a person  owning  more than ten  percent of the total
combined voting power of the Common Stock shall be at a price not less than 110%
of the fair market  value per share,  determined  by the  Committee  pursuant to
Paragraph 7(c)(1), above, on the date of grant of the Incentive Stock Option.

                           (4) The Option  Price shall be subject to  adjustment
as provided in Section 7(i) hereof.

                           (5)  The  date  on  which  the  Committee   adopts  a
resolution  expressly  granting an option shall be  considered  the day on which
such option is granted, unless a future date is specified in the resolution.

                  d. Term of  Option.  Each  Option  agreement  shall  state the
period  during and times at which the  Option  shall be  exercisable;  provided,
however:

                           (1)  The  date  on  which  the  Committee   adopts  a
resolution  expressly  granting an Option shall be  considered  the day on which
such Option is granted,  although  such grant shall not be  effective  until the
Recipient has executed an Option agreement with respect to such Option.

                           (2)  Except  as  further   restricted   in  paragraph
7(d)(3),  the exercise  period shall not exceed ten years from the date of grant
of the option.

                           (3) The exercise  period for Incentive  Stock Options
granted to a person  owning more than ten percent of the total  combined  voting
power of the  Common  Stock of the  Corporation  shall be for no more  than five
years.

                           (4)  The  Committee   shall  have  the  authority  to
accelerate or extend the  exercisability of any outstanding  option at such time
and under such  circumstances as it, in its sole discretion,  deems appropriate.
No exercise period may be extended to increase the term of the option beyond ten
years from the date of the grant.

                           (5) The  exercise  period shall be subject to earlier
termination as provided in Sections 7(f) and 7(g) hereof,  and furthermore shall
be  terminated  upon  surrender  of the  Option by the  holder  thereof  if such
surrender has been authorized in advance by the Committee.

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                  e. METHOD OF EXERCISE AND MEDIUM AND TIME OF PAYMENT.

                           (1) An Option may be exercised as to any or all whole
shares of Common Stock as to which it then is exercisable.

                           (2) Each  exercise  of an Option  granted  hereunder,
whether in whole or in part,  shall be by written notice to the secretary of the
Corporation  designating  the  number of shares as to which the  Option is being
exercised,  and shall be  accompanied by payment in full of the Option Price for
the  number  of shares  so  designated,  together  with any  written  statements
required by any applicable securities laws.

                           (3) The Option Price shall be paid in cash, in shares
of Common  Stock  having a fair  market  value equal to such  Option  Price,  as
determined by the Committee in its sole discretion,  or in a combination of cash
and shares and,  subject to approval of the Committee,  may be effected in whole
or in part (A) with monies received from the Corporation at the time of exercise
as a compensatory cash payment, or (B) with monies borrowed from the Corporation
pursuant to repayment  terms and conditions as shall be determined  from time to
time by the  Committee,  in its  discretion,  separately  with  respect  to each
exercise  of an Option and each  Recipient;  provided,  however,  that each such
method and time for payment and each such borrowing and the terms and conditions
of repayment shall be permitted by and be in compliance with applicable law.

                           (4)  The  Recipient  shall  make  provision  for  the
withholding of taxes as required by Paragraph 8 hereof.

                  f. TERMINATION. Except as provided herein or in any option
agreement  entered into pursuant  hereto,  an Option may not be exercised unless
the Recipient  then is an employee,  officer or director of or consultant to the
Corporation,  and unless the Recipient has remained continuously as an employee,
officer or director of or consultant to the Corporation  since the date of grant
of the Option.

                           (1)  If  the  Recipient  ceases  to be  an  employee,
officer or director of, or consultant to, the  Corporation for cause (other than
by reason of death, Disability or retirement),  and except as otherwise provided
in any option agreement for the grant of Non-statutory Stock Options pursuant to
Section 6(b) hereof, all Options  theretofore  granted to such Recipient but not
theretofore exercised shall immediately terminate.

                           (2)  If  the  Recipient  ceases  to be  an  employee,
officer or director of, or consultant to, the Corporation  (other than by reason
of death,  Disability  or  retirement),  other  than for  cause,  and  except as
otherwise provided in any option agreement for the grant of Non-statutory  Stock
Options pursuant to Section 6(b) hereof, all Options theretofore granted to such
Recipient but not theretofore  exercised shall terminate three months  following
the date the  Recipient  ceased to be an  employee,  officer or director  of, or
consultant to, the Corporation.

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                           (3)  Nothing  in the  Plan or in any  Option  granted
hereunder shall confer upon an individual any right to continue in the employ of
or other  relationship  with the  Corporation  or  interfere in any way with the
right of the  Corporation  to terminate  such  employment or other  relationship
between the individual and the Corporation.

                  g.  DEATH,   DISABILITY  OR  RETIREMENT  OF  RECIPIENT.  If  a
Recipient shall die while an employee, officer or director of or a consultant to
the Corporation, or if the Recipient's employment, officer or director status or
consulting relationship,  shall terminate by reason of Disability or Retirement,
all Options  theretofore  granted to such  Recipient,  whether or not  otherwise
exercisable,  unless earlier  terminated in accordance with their terms,  may be
exercised  by the  Recipient  or by the  Recipient's  estate or by a person  who
acquired  the right to  exercise  such  Options  by bequest  or  inheritance  or
otherwise by reason of the death or  Disability  of the  Recipient,  at any time
within  one year  after  the date of  death,  Disability  or  Retirement  of the
Recipient;  provided,  however, that in the case of Incentive Stock Options such
one-year period shall be limited to three months in the case of Retirement.

                  h. TRANSFERABILITY RESTRICTION.

                           (1)  Options  granted  under  the Plan  shall  not be
transferable  other than by will or by the laws of descent and  distribution  or
pursuant  to a qualified  domestic  relations  order as defined by the  Internal
Revenue Code or Title I of the Employee  Retirement Income Security Act of 1974,
or the rules  thereunder.  Options may be exercised,  during the lifetime of the
Recipient,  only  by the  Recipient  and  thereafter  only  by his or her  legal
representative.

                           (2)   Any   attempted   sale,   pledge,   assignment,
hypothecation  or other transfer of an Option contrary to the provisions  hereof
and the levy of any  execution,  attachment  or similar  process  upon an Option
shall be null and  void and  without  force or  effect  and  shall  result  in a
termination of the Option.

                           (3) As a condition  to the  transfer of any shares of
Common  Stock issued upon  exercise of an Option  granted  under this Plan,  the
Corporation may require an opinion of counsel,  satisfactory to the Corporation,
to the effect that such transfer will not be in violation of the  Securities Act
or any  other  applicable  securities  laws  or  that  such  transfer  has  been
registered under federal and all applicable state securities laws. Further,  the
Corporation  shall be  authorized  to refrain from  delivering  or  transferring
shares of Common  Stock issued  under this Plan until the  Committee  determines
that such delivery or transfer will not violate  applicable  securities laws and
the Recipient has tendered to the  Corporation  any federal,  state or local tax
owed by the Recipient as a result of  exercising  the Option or disposing of any
Common Stock when the Corporation has a legal liability to satisfy such tax. The
Corporation  shall not be liable for  damages  due to delay in the  delivery  or
issuance of any stock certificate for any reason whatsoever,  including, but not
limited to, a delay caused by listing requirements of any securities exchange or
any  registration  requirements  under the Securities  Act, the Exchange Act, or
under any other state or federal law, rule or  regulation.  The  Corporation  is
under no obligation to take any action or incur any expense in order to register
or qualify the delivery or transfer of shares of Common  Stock under  applicable
securities  laws  or  to  perfect  any  exemption  from  such   registration  or
qualification. Furthermore, the Corporation will not

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be liable to any Recipient  for failure to deliver or transfer  shares of Common
Stock if such failure is based upon the provisions of this paragraph.

                  i. EFFECT OF CERTAIN CHANGES.

                           (1) If there is any change in the number of shares of
Common  Stock  through  the  declaration  of  stock  dividends,   or  through  a
recapitalization resulting in stock splits, or combinations or exchanges of such
shares,  the number of shares of Common  Stock  available  for  Options  and the
number of such shares covered by outstanding Options, and the exercise price per
share of the  outstanding  Options,  shall be  proportionately  adjusted  by the
Committee to reflect any increase or decrease in the number of issued  shares of
Common Stock; provided,  however, that any fractional shares resulting from such
adjustment shall be eliminated.

                           (2)  In the  event  of the  proposed  dissolution  or
liquidation  of  the  Corporation,  or any  corporate  separation  or  division,
including,  but not limited to, split-up,  split-off or spin-off, or a merger or
consolidation  of the Corporation  with another  corporation,  the Committee may
provide that the holder of each Option then exercisable  shall have the right to
exercise such Option (at its then current  Option Price) solely for the kind and
amount  of  shares  of  stock  and  other  securities,  property,  cash  or  any
combination  thereof  receivable upon such dissolution,  liquidation,  corporate
separation or division,  or merger or consolidation by a holder of the number of
shares  of Common  Stock  for  which  such  Option  might  have  been  exercised
immediately prior to such dissolution,  liquidation,  or corporate separation or
division,  or merger or  consolidation;  or in the alternative the Committee may
provide  that each Option  granted  under the Plan shall  terminate as of a date
fixed by the Committee;  provided,  however, that not less than 30 days' written
notice of the date so fixed shall be given to each Recipient, who shall have the
right, during the period of 30 days preceding such termination,  to exercise the
Option  as to all or any part of the  shares of Common  Stock  covered  thereby,
including shares as to which such Option would not otherwise be exercisable.

                           (3)  Paragraph  (2) of this  Section  7(i)  shall not
apply to a merger or  consolidation  in which the  Corporation  is the surviving
corporation  and shares of Common Stock are not converted  into or exchanged for
stock,  securities of any other  corporation,  cash or any other thing of value.
Notwithstanding the preceding  sentence,  in case of any consolidation or merger
of another  corporation  into the  Corporation  in which the  Corporation is the
surviving  corporation  and in  which  there  is a  reclassification  or  change
(including  a change  to the right to  receive  cash or other  property)  of the
shares of Common Stock  (other than a change in par value,  or from par value to
no par value, or as a result of a subdivision or combination,  but including any
change  in such  shares  into two or more  classes  or series  of  shares),  the
Committee may provide that the holder of each Option then exercisable shall have
the right to exercise  such  Option  solely for the kind and amount of shares of
stock and other securities (including those of any new direct or indirect Parent
of the Corporation),  property,  cash or any combination thereof receivable upon
such  reclassification,  change,  consolidation  or merger by the  holder of the
number of  shares  of  Common  Stock  for  which  such  Option  might  have been
exercised.

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<PAGE>

                           (4) In the event of a change in the  Common  Stock of
the Corporation as presently constituted, which is limited to a change of all of
its  authorized  shares  with par value  into the same  number of shares  with a
different  par value or without par value,  the shares  resulting  from any such
change shall be deemed to be the Common Stock within the meaning of the Plan.

                           (5) To the  extent  that  the  foregoing  adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by the Committee,  whose  determination in that respect shall be final,  binding
and conclusive,  provided that each Incentive  Stock Option granted  pursuant to
this Plan shall not be  adjusted  in a manner that causes such option to fail to
continue to qualify as an Incentive  Stock Option  within the meaning of Section
422 of the Internal Revenue Code.

                           (6)  Except as  expressly  provided  in this  Section
7(i),  the  Recipient  shall  have no rights by  reason  of any  subdivision  or
consolidation  of  shares  of stock of any  class or the  payment  of any  stock
dividend  or any other  increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or  spin-off  of assets or stock of  another  corporation;  and any issue by the
Corporation  of shares of stock of any class,  or  securities  convertible  into
shares of stock of any class,  shall not  affect,  and no  adjustment  by reason
thereof  shall be made with  respect to, the number or price of shares of Common
Stock subject to the Option.  The grant of an Option  pursuant to the Plan shall
not affect in any way the right or power of the Corporation to make adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structures or to merge or to consolidate  or to dissolve,  liquidate or sell, or
transfer all or part of its business or assets.

                  j. RIGHTS AS SHAREHOLDER - NON-DISTRIBUTIVE INTENT.

                           (1)  Neither a person  to whom an Option is  granted,
nor such person's legal representative,  heir, legatee or distributee,  shall be
deemed to be the holder of, or to have any rights of a holder  with  respect to,
any shares  subject to such Option until after the Option is  exercised  and the
shares are issued to the person exercising such Option.

                           (2) Upon  exercise  of an Option at a time when there
is no registration  statement in effect under the Securities Act relating to the
shares issuable upon exercise, shares may be issued to the Recipient only if the
Recipient  represents and warrants in writing to the Corporation that the shares
purchased  are  being  acquired  for  investment  and  not  with a  view  to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption from the registration requirements of the Securities Act.
A form of subscription agreement is attached hereto as Exhibit B.

                           (3) No shares shall be issued upon the exercise of an
Option  unless  and  until  there  shall  have  been  compliance  with  any then
applicable requirements of the Securities and Exchange Commission,  or any other
regulatory agencies having jurisdiction over the Corporation.

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                           (4)  No  adjustment   shall  be  made  for  dividends
(ordinary or  extraordinary,  whether in cash,  securities or other property) or
distribution or other rights for which the record date is prior to the date such
stock certificate is issued, except as provided in Section 7(i) hereof.

                  k. OTHER PROVISIONS.  Option  Agreements  authorized under the
Plan shall contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise of an option,  and (ii) in the case
of an Incentive  Stock Option,  the inclusion of any condition not  inconsistent
with such option qualifying as an Incentive Stock Option, as the Committee shall
deem advisable.

         8. AGREEMENT BY RECIPIENT REGARDING TAXES.

                  a.  Each  Recipient  agrees  that upon  exercise  of an Option
granted  under this Plan,  in  addition  to the  payment of the Option  Price as
provided  in  Section  7(e)  hereof,  the  Recipient  shall  pay in  cash to the
Corporation, an amount sufficient to allow the Corporation to pay federal, state
and local taxes of any kind  required by law to be withheld upon the exercise of
such Option from any payment of any kind otherwise due to the Recipient.

                  b.  Each  Option   Recipient  must  acknowledge  the  possible
availability  of an election  under  Section 83(b) of the Code, or any successor
provision.

         9. TERM OF PLAN.  Options  may be granted  under this Plan from time to
time  within a period of five  years  from the date the Plan is  adopted  by the
Board.

         10.  AMENDMENT AND  TERMINATION  OF THE PLAN. The Committee at any time
and from time to time may suspend,  terminate,  modify or amend the Plan. Except
as provided in Section 7 hereof,  no suspension,  termination,  modification  or
amendment of the Plan may adversely affect any Option previously granted, unless
the written consent of the Recipient is obtained.

         11.  ASSUMPTION.  Subject to Section 7, the terms and conditions of any
outstanding  Options  granted  pursuant  to this Plan  shall be  assumed  by, be
binding upon and shall inure to the benefit of any successor  corporation to the
Corporation and continue to be governed by, to the extent applicable,  the terms
and  conditions of this Plan.  Such successor  corporation  may but shall not be
obligated to assume this Plan.

         12.  TERMINATION OF RIGHT OF ACTION.  Every right of action arising out
of or in connection with the Plan by or on behalf of the Corporation,  or by any
shareholder of the Corporation against any past, present or future member of the
Board,  or against any  employee,  or by an employee  (past,  present or future)
against  the  Corporation,  irrespective  of the place  where an  action  may be
brought  and of the place of  residence  of any such  shareholder,  director  or
employee,  will cease and be barred by the  expiration  of three  years from the
date of the act or  omission in respect of which such right of action is alleged
to have risen or such shorter period as may be provided by law.

                                      -10-
<PAGE>

         13. ADOPTION.

                  a. This Plan was  approved  by the Board of  Directors  of the
Corporation on January 4, 1999.

                  b. If this Plan is not  approved  by the  shareholders  of the
Corporation  within 12 months of the date the Plan was  approved by the Board as
required by Section  422(b)(1) of the Internal  Revenue Code,  this Plan and the
options granted hereunder shall be and remain effective for all Recipients,  but
the reference to Incentive Stock Options herein shall be deleted and all options
granted hereunder shall be Non-statutory  Stock Options pursuant to Section 6(b)
hereof.

                  c.  Notwithstanding  any other  provision of this Plan, if any
person who is granted  options under this Plan prior to shareholder  approval of
this  Plan,  ceases  to be an  officer  or  employee  of the  Company  prior  to
shareholder  approval  of this Plan,  all options  granted to that person  shall
immediately terminate.

                                  EQUITEX, INC.


                                  By /S/ HENRY FONG
                                     ___________________________________
                                     Henry Fong, President, Treasurer and Chief
                                      Financial Officer


































                                      -11-
<PAGE>

                                                                       Exhibit A
                                     FORM OF
                             STOCK OPTION AGREEMENT


         STOCK  OPTION  AGREEMENT  made as of this  ___ day of  _______,  199__,
between  EQUITEX,   INC.,  a  Delaware  corporation  (the  "Corporation"),   and
________________ (the "Recipient").

         In accordance  with its 1999 Stock Option Plan (the "Plan"),  a copy of
which is attached  and is  incorporated  herein by  reference,  the  Corporation
desires,  in  connection  with the  services  of the  Recipient,  to provide the
Recipient  with an  opportunity  to acquire no par value common  stock  ("Common
Stock")  of  the  Corporation  on  favorable  terms  and  thereby  increase  the
Recipient's  proprietary  interest in the  Corporation  and as  incentive to put
forth maximum efforts for the success of the business of the Corporation.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein set forth and other good and valuable consideration,  the Corporation and
the Recipient agree as follows:


         Confirmation  of Grant of Option.  Pursuant to a  determination  of the
Compensation  Committee  of the  Board  of  Directors  of the  Corporation  (the
"Committee")  (if such a Committee  has been  appointed)  or in the absence of a
Committee,  by the Board of  Directors of the  Corporation  (the "Board) made on
_______, ___ 199__ (the "Date of Grant"), the Corporation,  subject to the terms
of the  Plan  and of this  Agreement,  confirms  that  the  Recipient  has  been
irrevocably granted on the Date of Grant, as a matter of separate inducement and
agreement,  and in addition  to and not in lieu of salary or other  compensation
for services, [an Incentive/a  Non-statutory] Stock Option pursuant to Section 6
of the Plan (the  "Option") to purchase an aggregate of ______  shares of Common
Stock on the terms and  conditions  herein set forth,  subject to  adjustment as
provided in Paragraph 8 hereof.

         1. OPTION PRICE.  The Option Price of shares of Common Stock covered by
the Option will be $_____ per share (the "Option  Price")  subject to adjustment
as provided in Paragraph 7(i) of the Plan.

         2.  VESTING  OF OPTION.  This  Option  shall  vest as  follows  \\to be
tailored to each optionee\\

         3. EXERCISE OF OPTION. Except as otherwise provided in Section 7 of the
Plan,  the Option may be  exercised  in whole or in part at any time  during the
term of the Option, provided,  however, no Option shall be exercisable after the
expiration of the term thereof,  and no Option shall be  exercisable  unless the
holder shall at the time of exercise have been an employee,  officer, consultant
to or  employee  director  of the  Corporation  for a period  of at least  three
months.

         The Option may be exercised, as provided in this Paragraph 4, by notice
and payment to the  Corporation  as provided in  Paragraph 11 hereof and Section
7(e) of the Plan.

                                       -1-

<PAGE>

         4. TERM OF OPTION.  The term of the Option will be through ______ years
from the Date of Grant,  subject  to  earlier  termination  or  cancellation  as
provided in this Agreement.

         The holder of the Option will not have any rights to  dividends  or any
other rights of a shareholder with respect to any shares of Common Stock subject
to the Option  until such shares  shall have been  issued upon  purchase of such
shares through exercise of the Option.

         5.  TRANSFERABILITY  RESTRICTION.  The  Option  may  not  be  assigned,
transferred  or  otherwise  disposed of, or pledged or  hypothecated  in any way
(whether by  operation of law or  otherwise)  except in strict  compliance  with
Section 7(h) of the Plan. Any assignment,  transfer,  pledge,  hypothecation  or
other  disposition  of the  Option  or any  attempt  to make  any  such  levy of
execution,  attachment  or other  process  will  cause the  Option to  terminate
immediately upon the happening of any such event,  provided,  however,  that any
such termination of the Option under the foregoing  provisions of this Paragraph
6 will not prejudice any rights or remedies which the Corporation may have under
this Agreement or otherwise.

         6. EXERCISE UPON TERMINATION.  The Recipient's  rights to exercise this
Option upon  termination  of  employment  or cessation as an officer or employee
director shall be as set forth in Section 7(f) of the Plan.

         7. DEATH, DISABILITY OR RETIREMENT OF RECIPIENT. The Recipient's rights
to  exercise  this  Option  upon the  death,  Disability  or  Retirement  of the
Recipient shall be as set forth in Section 7(g) of the Plan.

         8.  ADJUSTMENTS.  The Option  shall be subject to  adjustment  upon the
occurrence of certain events as set forth in Section 7(i) of the Plan.

         9. NO  REGISTRATION  OBLIGATION.  The  Recipient  understands  that the
Option is not  registered  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act") and the  Corporation  has no obligation to register under the
Securities  Act the Option or any of the shares of Common  Stock  subject to and
issuable  upon the exercise of the Option.  The  Recipient  represents  that the
Option is being acquired by him or her and that such shares of Common Stock will
be acquired by him or her for  investment  and all  certificates  for the shares
issued upon  exercise of the Option will bear the  following  legend unless such
shares are registered under the Securities Act prior to their issuance:

         The shares  represented by this  Certificate  have not been  registered
         under  the  Securities  Act of 1933  (the  "Securities  Act"),  and are
         "restricted  securities"  as that term is defined in Rule 144 under the
         Securities  Act.  The  shares  may not be  offered  for  sale,  sold or
         otherwise  transferred  except  pursuant to an  effective  registration
         statement  under the  Securities  Act or pursuant to an exemption  from
         registration  under the Securities Act, the availability of which is to
         be established to the satisfaction of the Company.

                                       -2-
<PAGE>

         The  Recipient  further  understands  and agrees that the Option may be
exercised only if at the time of such exercise the Recipient and the Corporation
are able to establish the existence of an exemption from registration  under the
Securities Act and applicable state laws.

         10. NOTICES.  Each notice relating to this Agreement will be in writing
and delivered in person or by certified mail to the proper  address.  Notices to
the  Corporation  shall be  addressed  to the  Corporation,  7315 East  Peakview
Avenue, Englewood,  Colorado 80111, Attn: Secretary. Notices to the Recipient or
other person or persons then  entitled to exercise the Option shall be addressed
to the  Recipient  or such other  person or persons at the  Recipient's  address
below  specified.  Anyone to whom a notice may be given under this Agreement may
designate  a new  address  by  notice  to that  effect  given  pursuant  to this
Paragraph 10.

         11. AGREEMENT BY RECIPIENT REGARDING TAXES.

                  (a) The Recipient  agrees that upon exercise of an Option,  in
addition to the payment of the Option  Price as provided in Section  7(e) of the
Plan, the Recipient shall pay in cash to the Corporation,  an amount  sufficient
to allow the  Corporation  to pay  federal,  state  and local  taxes of any kind
required by law to be withheld upon the exercise of such Option from any payment
of any kind otherwise due to the Recipient.

                  (b) The Recipient acknowledges the possible availability of an
election  under  Section  83(b) of the Code and  agrees to give the  Corporation
prompt written notice of any election made by such person under Section 83(b) of
the Code, or any similar provision thereof.

         12. SECTION 16 COMPLIANCE. The Recipient acknowledges that it is solely
responsible  for filing all reports that may be required under Section 16 of the
Securities  Exchange Act of 1934, and that the filing of such reports is not the
responsibility of the Corporation or the Committee, or any person thereof.

         13.  APPROVAL OF COUNSEL.  The  exercise of the Option and the issuance
and  delivery of shares of Common  Stock  pursuant  thereto  shall be subject to
approval  by the  Corporation's  counsel  of all  legal  matters  in  connection
therewith, including compliance with the requirements of the Securities Act, the
Securities  Exchange Act of 1934, as amended,  applicable state securities laws,
the rules and  regulations  thereunder,  and the  requirements  of any  national
securities exchange upon which the Common Stock then may be listed.

         14. BENEFITS OF AGREEMENT.  This Agreement will inure to the benefit of
and  be  binding  upon  each  successor  and  assign  of  the  Corporation.  All
obligations imposed upon the Recipient and all rights granted to the Corporation
under  this  Agreement  will  be  binding  upon  the  Recipient's  heirs,  legal
representatives and successors.

         15. GOVERNMENTAL AND OTHER REGULATIONS.  The exercise of the Option and
the  Corporation's  obligation  to sell and deliver  shares upon the exercise of
rights to purchase  shares is subject to all applicable  federal and state laws,
rules and regulations, and to such approvals by any

                                       -3-
<PAGE>

regulatory or  governmental  agency which may, in the opinion of counsel for the
Corporation, be required.

         16.  INCORPORATION  OF THE  PLAN.  The  Plan  is  attached  hereto  and
incorporated  herein by  reference.  In the  event  that any  provision  in this
Agreement  conflicts  with a provision in the Plan,  the Plan shall govern.  All
capitalized terms not otherwise defined herein shall be as defined in the Plan.

         Executed  in the name and on  behalf of the  Corporation  by one of its
duly  authorized  officers and by the  Recipient  all as of the date first above
written.

                                       EQUITEX, INC.



                                       By________________________________
                                       Name___________________________
                                       Title__________________________

         The  undersigned   Recipient  understands  the  terms  of  this  Option
Agreement and the attached Plan and hereby agrees to comply therewith.

Date __________ ___, 19__               _______________________________
                                        Recipient: _____________________
                                        Tax ID Number:_________________
                                        Address:  _____________________
                         ===============================

                                       -4-

<PAGE>

                                     FORM OF
                             SUBSCRIPTION AGREEMENT


         THE  SECURITIES OF EQUITEX,  INC.  BEING  SUBSCRIBED  FOR HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 OR  APPLICABLE  STATE BLUE SKY OR
SECURITIES  LAWS  AND  ARE  OFFERED  UNDER   EXEMPTIONS  FROM  THE  REGISTRATION
PROVISIONS OF SUCH LAWS.

         IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

         THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS  PERMITTED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  AND THE APPLICABLE  STATE  SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY WILL BE  REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME.

         This  Subscription   Agreement  is  entered  for  the  purpose  of  the
Undersigned  acquiring  _____________  shares of the $.02 par value common stock
(the "Securities") of EQUITEX,  INC., a Delaware corporation (the "Corporation")
from the  Corporation  upon the  exercise of an Option  pursuant to the Equitex,
Inc. 1999 Stock Option Plan (the "Plan").  It is understood  that no exercise of
an Option at a time when no registration statement relating thereto is effective
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") can be
completed  until  the  Undersigned  executes  this  Subscription  Agreement  and
delivers it to the  Corporation,  and then such  exercise is  effective  only in
accordance with the terms of the Plan and this Subscription Agreement.

         In connection with the Undersigned's acquisition of the Securities, the
Undersigned represents and warrants to the Corporation as follows:

         1. The  Undersigned  has been provided with the following  information:
\\need to insert at the time of  exercise\\  (all of which is referred to herein
as the "Available Information").

         2. The  Corporation  has given the  Undersigned  the opportunity to ask
questions of and to receive  answers from  persons  acting on the  Corporation's
behalf  concerning  the  terms  and  conditions  of  this  transaction  and  the
opportunity to obtain any additional reasonable information

                                       -1-
<PAGE>

regarding  the  Corporation,  its business  and  financial  condition  which the
Corporation possesses or can acquire without unreasonable effort or expense.

         3. The Securities are being acquired by the  Undersigned for his or her
own account and not on behalf of any other person or entity.  The  Undersigned's
present  financial  condition  is such  that it is  unlikely  that it  would  be
necessary for the Undersigned to dispose of any portion of the Securities in the
foreseeable future.

         4. The  Undersigned  understands  that the  Securities  being  acquired
hereby have not been registered under the Securities Act or any state or foreign
securities  laws, and are and will continue to be restricted  securities  within
the  meaning  of  Rule  144 of the  General  Rules  and  Regulations  under  the
Securities Act and applicable  state statutes,  and consents to the placement of
an appropriate  restrictive legend or legends on any certificates evidencing the
Securities and any certificates  issued in replacement or exchange  therefor and
acknowledges  that the Corporation will cause its stock transfer records to note
such restrictions.

         5.  By  the  Undersigned's  execution  below,  it is  acknowledged  and
understood  that the  Corporation is relying upon the accuracy and  completeness
hereof in complying with certain obligations under applicable securities laws.

         6.  This   Agreement   binds  and   inures  to  the   benefit   of  the
representatives,  successors  and permitted  assigns of the  respective  parties
hereto.

         7.  Incorporation  of  the  Plan.  The  Plan  is  attached  hereto  and
incorporated  herein by  reference.  In the  event  that any  provision  in this
Agreement  conflicts  with a provision in the Plan,  the Plan shall govern.  All
capitalized terms not otherwise defined herein shall be as defined in the Plan.

                                       (Undersigned)



______________, 19__                   ____________________________
                                       Recipient: _________________
                                       Tax ID Number:______________
                                       Address:  __________________
                                                      
                          ============================


                                       -2-