EXHIBIT 10.1


    EXHIBIT
      10.1

    
 

    SECURED
      PROMISSORY NOTE

    


    


    
      	 $5,000,000	 	
               March
                14,
                2006

            


    

     

    


    


    FOR
      VALUE RECEIVED,
      the
      undersigned, EQUITEX,
      INC.
      a
      Delaware corporation (the “Maker”), hereby promises to pay to the order of
FASTFUNDS
      FINANCIAL CORPORATION,
      a
      Nevada corporation or
      its
      assigns (the “Payee”), at such place as the Payee may designate in writing, the
      principal sum of Five Million Dollars ($5,000,000), under the terms set forth
      herein.

    


    1. Interest.
      The
      unpaid principal balance hereof from time to time outstanding shall bear
      interest from the date hereof at the rate of 10% per annum.

    


    2. Payment.
      Payments of principal and interest hereunder are payable as
      follows:

    


    (a) Payments
      of accrued interest only are payable in arrears at each of three, six and nine
      months from the date hereof; and

    


    (b) The
      unpaid principal balance hereof shall be due and payable, together with any
      unpaid interest, one year from the date hereof.

    


    3. Security.
      The
      full and timely payment of this Note shall be secured by the Maker’s right,
      title and interest in the securities of Hydrogen Power, Inc. owned by the
      Maker.

    


    4. Optional
      Prepayments.
      The
      Maker may prepay this Note, in whole or in part, without penalty by Maker at
      any
      time. Prepayments shall be applied first to accrued but unpaid interest and
      then
      to principal.

    


    5. Default.
      

    


    (a) The
      occurrence of any one or more of the following events shall constitute an event
      of default, upon which Payee may declare the entire principal amount of this
      Note, together with all accrued but unpaid interest, to be immediately due
      and
      payable in cash:

    


    (i) The
      Maker
      shall fail to make any required payment of principal or interest when due,
      and
      such failure shall continue for 15 days after the due date thereof.

    


    (ii) The
      Maker
      shall become insolvent, or if any bankruptcy, reorganization, debt arrangement
      or other proceeding under any bankruptcy or insolvency law shall be instituted
      by or against the Maker, which is not terminated within 90 days of the
      institution thereof.


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Without
      limiting the above, the Maker acknowledges that payments on the various
      scheduled due dates in Section 2 are of essence and that any failure to timely
      pay any installment of principal or interest (whether as permitted by cash,
      with
      stock or by a combination

    thereof
      and within any permitted grace period above) permits Payee during the existence
      of an event of default to declare this Note immediately due in cash in its
      entirety without any prior notice of any kind to Maker.

    


    6. Restrictions
      on Transfer.
      The
      Payee of this Note, by acceptance hereof, agrees, represents and warrants that
      this Note is being acquired for investment purposes, that the Payee has no
      present intention to resell or otherwise dispose of all or any part of this
      Note
      and that the Payee will not offer, sell or otherwise dispose of all or any
      part
      of this Note except under circumstances which will not result in a violation
      of
      the Securities Act of 1933 or applicable state securities laws. The Maker may
      condition any transfer, sale, pledge, assignment or other disposition on the
      receipt, from the party to whom this Note is to be so transferred, of any
      representations, agreements and legal opinions reasonably requested by the
      Maker
      in order to permit such transfer, sale, pledge, assignment or other disposition
      to be made pursuant to exemptions from registration under federal and applicable
      state securities laws.

    


    7. Applicable
      Law.
      THE
      VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE NOTE SHALL BE GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO CONFLICT OF
      LAWS PRINCIPLES THEREOF.

    


    8. Waivers.
      The
      Maker hereby waives presentment for payment, notice of dishonor, protest and
      notice of payment and, except as otherwise provided herein, all other notices
      of
      any kind in connection with the enforcement of this Note.

    


    9. No
      Setoffs.
      The
      Maker shall pay principal and interest under the Note without any deduction
      for
      any setoff or counterclaim.

    


    10. Costs
      of Collection.
      If this
      Note is not paid when due, the Maker shall pay Payee’s reasonable costs of
      collection, including reasonable attorney’s fees.

    


    


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                EQUITEX,
                  INC.

              
	 	 
	 	 
	 	 
	 	
                By
                  /s/
                  Henry Fong

              
	 	
                Henry
                  Fong

              
	 	
                President

              
	 	 
	 	 
	
                ACKNOWLEDGED:

              	 
	
                FASTFUNDS
                  FINANCIAL CORPORATION

              	 
	 	 
	 	 
	 	 
	
                By/s/
                  Michael S. Casazza

              	 
	
                Michael
                  S. Casazza

              	 
	
                Chief
                  Executive Officer

              	 


      



    


    


    
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