**EXHIBIT
      10.55**




**EXECUTIVE
      SEVERANCE AGREEMENT**




THIS
      EXECUTIVE SEVERANCE AGREEMENT ("Agreement") by and between
      Hydrogen Power Inc., a Delaware corporation (the "Company") headquartered at
      Metropolitan Tower, 1942 Westlake Ave. Suite 1010 Seattle,
      Washington and Ricky Gujral (the "Executive"), is made as of
      October 20 , 2005 and effective on the date of the closing of the merger between
      Hydrogen Power Inc. and Equitex.




WHEREAS,
      the Board of Directors of the Company (the "Board") has determined
      that Executive will play a critical
      role in the operations of the Company;
      and




WHEREAS,
      the Board has determined that appropriate steps should be taken
      to
      reinforce and encourage the continued employment and dedication of
      the
      Executive.




NOW,
      THEREFORE, as an inducement for and in consideration of the Executive
      remaining in its employ, the Company agrees that the Executive shall receive
      the
      severance benefits set forth in this Agreement in the event the Executive's
      employment with the Company is terminated under the circumstances
      described below.




1. **Term
      and Termination.**




(a).  The
      Initial Term of the Employment Agreement of the Executive shall be extended
      on
      the date of the closing of the merger between Hydrogen Power Inc.and Equitex
      and
      it shall continue in effect for a period of five (5) years. Thereafter, the
      Agreement shall be renewed upon the mutual agreement of Executive
      and Company.




(b).  This
      Agreement may be terminated by Executive at Executive's discretion by providing
      at least thirty (30) days prior written notice to Company.
      In the event of termination by Executive pursuant to this subsection,
      Company may immediately relieve Executive of all duties and immediately
      terminate this Agreement, provided that Company shall pay Executive at the
      then
      applicable base salary rate to the termination date included
      in Executive's original termination notice.




(c).  In
      the
      event that Executive is in breach of any material obligation owed Company in
      this Agreement, habitually neglects the duties to be performed under this
      Agreement, engages in any conduct which is dishonest, damages the reputation
      or
      standing of the Company, or is convicted of any criminal act or engages in
      any
      act of moral turpitude, then Company may terminate this










Agreement
      upon one (1) days notice to Executive. In event of termination of the agreement
      pursuant to this subsection, Executive shall be paid only at the then applicable
      base salary rate up to and including the date of termination. Executive shall
      not be paid any incentive Bonus payments or other compensation, prorated or-
      otherwise.




**2.
      Severance Pay.**




(a)  Severance
      Pay Following a Change in Control. In the event a Change in Control (as defined
      below) occurs and, within one (1) year thereafter, the employment of the
      Executive is terminated by the Company for a reason other than for Cause (as
      defined below) or by the Executive for Good Reason (as defined below), then
      the
      Company shall pay to the Executive (as severance pay) a lump sum payment equal
      to (i) his then current base salary multiplied by two (2), plus (ii) his then
      current target bonus multiplied by two (2), within 30 days after the Termination
      Date (as defined below). The Executive agrees that after the Termination Date,
      but prior to payment of the severance pay and bonus called for by this
      paragraph, he shall execute a release, based on the Company's standard form
      severance agreement, of any and all claims he may have against the Company
      and
      its officers, employees, directors, parents and affiliates. Executive
      understands and **agrees**that the payment of the severance pay
      and bonus called for by this paragraph are contingent on his execution of the
      previously described release of claims.




(b)  Severance
      Pay Absent a Change in Control. In the event the employment
      of the Executive is terminated by the Company for a reason other than for Cause
      (as defined below), then the Company shall continue to pay
      to
      the Executive (as severance pay), (1) his regular base salary as in effect
      on
      the Executive's last day of employment (exclusive of bonus or any other
      compensation), for two (2) years following the Termination Date (as defined
      below), plus (ii) at the end of each year, the amount of Executive's target
      bonus as in effect on the Executive's last day of employment. Unless the
      parties agree otherwise, the severance pay provided for in clause




(i)
      above
      shall be paid in installments, in accordance with the Company's regular payroll
      practices, and the severance pay set forth in (ii) above shall be paid within
      30
      days of the end of the fiscal year to which such amount relates.
      The Executive agrees that after the Termination Date, but prior to payment
      of the severance pay and bonus called for by this paragraph, he shall
      execute a release, based on the Company's standard form severance agreement,
      of any and all claims he may have against the Company and its officers,
      employees, directors, parents and affiliates. Executive understands and agrees
      that the payment of the severance pay and bonus called for by










this
      paragraph are contingent on his execution of the previously described release
      of claims.




(c)  Sole
      Remedy. The payment to the Executive of the amounts payable  under
      this Section shall constitute the sole remedy of the Executive in the event
      of
      a termination of the Executive's employment by the Company or a resignation
      by
      the Executive that results In payment of benefits under this Section
      2.




**3.**  **Definitions.** **** For
      purposes of this Agreement, the following terms shall have
      the
      following meanings:


(a)  "Cause"
      shall mean a good faith finding by the Company of: (i) gross negligence
      or willful misconduct by Executive in connection with his employment duties,
      (ii) failure by Executive to perform his duties or responsibilities required
      pursuant to his employment, after written notice and an opportunity to cure,
      (iii) mis-appropriation by Executive of the assets or business opportunities
      of
      the Company, or its affiliates, (iv) embezzlement or other
      financial fraud committed by Executive, (v) the Executive knowingly allowing
      any third party to commit any of the acts described in any of the preceding
      clauses (iii) or (iv), or (vi) the Executive's indictment for, conviction
      of, or entry of a plea of no contest with respect to, any felony.


(b)  "Good
      Reason" shall mean: (i) the unilateral relocation by the Company
      of the Executive's principal work place for the Company to a site more
      than
      60 miles from Seattle, Washington; (ii) a reduction in the Executive's
      then current base salary, without the Executive's consent; or (iii) the
      Executive's assignment to a position where the duties of the position are outside
      his area of professional competence.


(c)  "Change
      in Control" shall mean the consummation of any of the following
      events: (i) a sale, lease or disposition of all or substantially all of the
      assets of the Company, or (ii) a sale, merger, consolidation, reorganization,
      recapitalization, sale of assets, stock purchase, contribution or other similar
      transaction (in a single transaction or a series of related transactions) of
      the
      Company with or into any other corporation or corporations or other entity,
      or
      any other corporate reorganization, where the stockholders of the Company
      immediately prior to such event do not retain (in substantially the same
      percentages) beneficial ownership, directly or indirectly, of more than fifty
      percent (50%) of the voting power of and interest in the successor entity or
      the
      entity that controls the successor entity, provided, however, that no Change
      in
      Control shall be deemed to have occurred due to the conversion or payment of
      any
      equity or debt instrument
      of the Company which is outstanding on the date


hereof.




(d)  "Termination
      Date" shall mean the Executive's last day on the payroll of
      the
      Company.










**4.**  **Miscellaneous.**


(a)  Notices.
      Any notices delivered under this Agreement shall be deemed duly
      delivered four business days after it is sent by registered or certified mail,
      return receipt requested, postage prepaid, or one business day after it is
      sent
      for next-business day delivery via a reputable nationwide overnight courier
      service, in each case to the address of the recipient set forth in the
      introductory paragraph hereto. Either party may change the address to which notices
      are to be delivered by giving notice of such change to the other party.


All
      notices to the Company shall also be addressed to the Company's General Counsel.




(b)  Pronouns.
      Whenever the context may require, any pronouns used in this
      Agreement shall include the corresponding masculine, feminine or neuter forms,
      and the singular forms of nouns and pronouns shall include the plural, and
      vice


versa.




(c)  Entire
      Agreement. This Agreement constitutes the entire agreement between
      the parties and supersedes all prior agreements and


understandings,
      whether written or oral, relating to the subject matter of this Agreement.




(d)  Amendment.
      This Agreement may be amended or modified only by a written
      instrument executed by both the Company and the Executive.




(e)  Governing
      Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Washington. Any action, suit or
      other
      legal matter arising under or relating to any provision of this Agreement
      shall be commenced only in a court of the State of Washington. The Company
      and
      the Executive each hereby irrevocably waive any right to a trial
      by
      jury in any action, suit or other legal proceeding arising under or relating
      to any provision of this Agreement.




(f)  Successors
      and Assigns. This Agreement shall be binding upon and inure
      to
      the benefit of both parties and their respective successors and assigns,
      including any corporation with which or into which the Company may be merged
      or
      which may succeed to its assets or business, provided,










06
        Nov
        2006 11:59AM GLOBAL HYDROFUEL TECHNOLO 604-662-4483
 however,
      that the obligations of the Executive are personal and shall not be assigned
      by him.




(g)  Waivers.
      No delay or omission by the Company in exercising any right  under
      this Agreement shall operate as a waiver of
      that or
      any
      other right. A waiver
      or
      consent given by the Company on any one occasion shall be


effective
      only in that instance and shall not
      be
      construed as a bar or waiver of
      any
      right on any other occasion.




(h)  Captions.
      The captions of the sections of  this
      Agreement are
      for
      convenience of reference only and in no way define, limit or affect the scope or
      substance of any section of this Agreement.




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(i)  Severability.
      In case any provision of this Agreement shall be invalid,


illegal
      or otherwise unenforceable, the validity,
      legality and enforceability of the
      remaining provisions shall in no way be affected or impaired
      thereby.




THE
      EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS
      AND AGREES TO ALL OF THE PROVISIONS IN
      THIS
      AGREEMENT.




IN
      WITNESS WHEREOF, the parties hereto have
      executed this Agreement
      as of the day and year set forth above.






Hydrogen
                Power Inc.
              
              /s/James
                Matkin
              Title:
                Executive Chairman
              
              
              
              
              /s/
                Ricky
                Gujral






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