Exhibit 10.7


    Exhibit
      10.7

    

      THIRD
        AMENDMENT TO

       

      AGREEMENT
        AND PLAN OF MERGER

       

      AND
        REORGANIZATION

       

      


       

      BY
        AND AMONG

       

      EQUITEX,
        INC.,

       

      EI
        ACQUISITION CORP.,

       

      AND

       

      HYDROGEN
        POWER, INC.

       

      


       

      


       

      December
        15, 2005

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      THIRD
        AMENDMENT TO AGREEMENT AND PLAN OF MERGER

       

      AND
        REORGANIZATION

       

      


       

      This
        Third Amendment to Agreement and Plan of Merger and Reorganization
        (this
“Agreement”)
        is
        entered into as of December 15, 2005, by and among Hydrogen Power, Inc.,
        a
        Delaware corporation (the “Company”),
        Equitex, Inc., a Delaware corporation (“Equitex”),
        and
        EI Acquisition Corp., a Delaware corporation that is wholly owned by Equitex
        (the “Merger
        Sub”).

       

      INTRODUCTION

       

      A.  The
        Company, Equitex and Merger Sub have entered into that certain Agreement
        and
        Plan of Merger and Reorganization dated September 13, 2005, as amended in
        that
        certain First Amendment to Agreement and Plan of Merger and Reorganization
        dated
        October 31, 2005 and that certain Second Amendment to Agreement and Plan
        of
        Merger and Reorganization Dated November 11, 2005 (as amended, the “Merger
        Agreement”) whereby the Company and Merger Sub will merge with the surviving
        corporation being a subsidiary of Equitex (the “Merger”).

       

      B.  The
        Company, Equitex and Merger Sub have agreed to amend the Merger Agreement
        by
        entering into this Agreement in order to reflect an agreement between the
        parties relating to certain obligations of Equitex under the Merger Agreement.
        

       

      C.  The
        parties to this Agreement intend to adopt the Merger Agreement, as amended
        by
        this Agreement, as a plan of reorganization within the meaning of
        Section 368(a) of the Internal Revenue Code of 1986, as amended (the
“Code”),
        and
        the regulations promulgated thereunder, and intend that the Merger and the
        transactions contemplated by this Agreement be undertaken pursuant to that
        plan.
        Accordingly, the parties to the Merger Agreement, as amended by this Agreement,
        confirm their intention that the Merger qualify as a “reorganization,” within
        the meaning of Code Section 368(a) and a “foreign merger” within the
        meaning of Section 87(8.1) of the Income Tax Act (Canada), and that, with
        respect to the Merger, Equitex, Merger Sub and the Company will each be a
“party
        to a reorganization,” within the meaning of Code
        Section 368(b).

       

      AGREEMENT

       

      Now,
        Therefore,
        in
        consideration of the foregoing premises, and the representations, warranties
        and
        covenants contained herein, the parties hereto agree as follows:

       

       

      Article
        1  

      Amendment

       

      1.1  Amendment
        to Equitex Covenants Relating to Monetization of FastFunds.
        In order to reflect a change in Equitex’s obligations relating to the
        monetization of FastFunds Financial Corporation, Section 5.12 of the Merger
        Agreement is hereby deleted in its entirety and replaced with the
        following:

       

      “On
        or
        after date hereof, Equitex shall commence to monetize its holdings of the
        capital stock of FastFunds Financial Corporation, a Nevada corporation, in
        accordance with applicable law. Equitex agrees that it shall use the first
        $10,000,000 of the net proceeds from such monetization toward the exploitation
        and commercialization of the Company Intellectual Property, $5,000,000 of
        which
        shall be provided to the Company within 45 days of the Closing; provided
        that,
        to the
        extent such monetization of FastFunds Financial Corporation does not occur
        within 45 days of the Closing, Equitex shall have the option, at its sole
        discretion, to provide to the Company such $5,000,000 from other sources.
        Any
        funds in excess of $10,000,000 (or $5,000,000 if $5,000,000 is received from
        other sources as specified in the preceding sentence) received by Equitex
        from
        such monetization may be used by Equitex in its sole discretion.”

       

      
        
          
          

        

        
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      Article
        2  

      General
        Provisions

       

      2.1  Merger
        Agreement in Full Force and Effect

       

      .
        The
        Merger Agreement shall continue in full force and effect without amendment
        except as expressly provided for in this Agreement.

       

      2.2  Interpretation

       

      .
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation of this Agreement.
        References to Sections and Articles refer to Sections and Articles of this
        Agreement unless otherwise stated.

       

      2.3  Severability

       

      .
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, void or unenforceable, the remainder
        of
        the terms, provisions, covenants and restrictions of this Agreement shall
        remain
        in full force and effect and shall in no way be affected, impaired or
        invalidated, and the parties shall negotiate in good faith to modify this
        Agreement and to preserve each party’s anticipated benefits under this
        Agreement.

       

      2.4  Amendment

       

      .
        This
        Agreement may not be amended or modified except by an instrument in writing
        approved by the parties to this Agreement and signed on behalf of each of
        the
        parties hereto.

       

      2.5  Miscellaneous

       

      .
        This
        Agreement (together with all other documents and instruments referred to
        herein): (a) constitutes the entire agreement, and supersedes all other prior
        agreements and undertakings, both written and oral, among the parties, with
        respect to the subject matter hereof; and (b) shall be binding upon and
        inure to the benefit of the parties hereto and their respective successors
        and
        assigns, but shall not be assignable by either party hereto without the prior
        written consent of the other party hereto.

       

      2.6  Counterparts;
        Delivery

       

      .
        This
        Agreement may be executed in any number of counterparts, and each such
        counterpart shall be deemed to be an original instrument, but all such
        counterparts together shall constitute but one agreement. In addition, executed
        counterparts may be delivered by means of facsimile or other electronic
        transmission; and signatures so delivered shall be fully and validly binding
        to
        the same extent as the delivery of original signatures.

       


      
        
           

           

          
          

        

        
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      2.7  Governing
        Law

       

      .
        This
        Agreement is governed by the internal laws of the State of Delaware without
        regard to its conflicts-of-law principles.

       

      


       

      [SIGNATURE
        PAGE TO FOLLOW.]

       


      
        
          
            


          

          
          

        

        
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      In
        Witness Whereof,
        the
        parties hereto have caused this Agreement to be executed effective as of
        the
        date first written above.

       


      
        	
                HYDROGEN
                  POWER, INC.:

                 

                 

                By: 
                  /s/ James Matkin

                Name: James
                  Matkin

                Title: Chairman

              	
                EQUITEX,
                  INC.:

                 

                 

                By:  /s/
                  Henry Fong

                Name: Henry
                  Fong

                Title: President

              
	 	
                 

                 

                EI
                  ACQUISITION CORP.:

                 

                 

                By:  /s/
                  Henry Fong

                Name: Henry
                  Fong

                Title: President