EXHIBIT 10.8


    Exhibit
      10.8

     

    FOURTH
      AMENDMENT TO

     

    AGREEMENT
      AND PLAN OF MERGER

     

    AND
      REORGANIZATION

     

    


     

    BY
      AND AMONG

     

    EQUITEX,
      INC.,

     

    EI
      ACQUISITION CORP.,

     

    AND

     

    HYDROGEN
      POWER, INC.

     

    


     

    


     

    January
      30, 2006

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FOURTH
      AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     

    AND
      REORGANIZATION

     

    


     

    This
      Fourth Amendment to Agreement and Plan of Merger and Reorganization
      (this
“Agreement”)
      is
      entered into as of January 30, 2006, 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, that certain Second Amendment to Agreement and Plan of Merger
      and Reorganization dated November 11, 2005 and that certain Third Amendment
      to
      Agreement and Plan of Merger and Reorganization dated December 15, 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 extend the termination date of the
      Merger Agreement to March 1, 2006. 

     

    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 Termination Date.
      In
      order to reflect a change in the termination date of the Merger Agreement,
      Section 7.1(e) of the Merger Agreement is hereby deleted in its entirety and
      replaced with the following:

     

    “(e) by
      either
      the Company or Equitex if the Effective Date is not on or before March 1, 2006,
      or such later date as the Company and Equitex may mutually agree (unless the
      failure to consummate the Merger by such date shall be due to the action or
      failure to act of the party seeking to terminate this Agreement in breach of
      such party’s obligations under this Agreement).”

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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.

     

    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