EXHIBIT 10.2


    EXHIBIT
      10.2

    
 

    STOCK
      PLEDGE AGREEMENT

    


    This
      Stock Pledge Agreement (the “Agreement”),
      dated
      as of March 14, 2006, is entered into by and between Equitex,
      Inc.,
      a
      Delaware corporation (the
      “Pledgor”),
      and FastFunds
      Financial Corporation,
      a
      Nevada Corporation (“FastFunds”).
      FastFunds is referred to herein as the “Lender”.

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the
      Lender and Pledgor have entered into a Promissory Note dated
      as
      of this date (the "Note"),
      pursuant to which, among other things, the Lender is purchasing a secured
      promissory note in consideration of a $5,000,000 loan (the “Loan”);

    


    WHEREAS,
      the
      Pledgor has agreed to pledge certain of its assets to the Lender.

    


    WHEREAS,
      the
      execution of this Agreement is a condition precedent to the obligation of the
      Lender to perform its obligations under the Note. 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, and in
      further consideration of the Loan to the Pledgor, the parties hereby agree
      as
      follows:

    


    Section
      1
      - Pledge.
      The
      Pledgor hereby pledges and assigns to the Lender, and grants to the Lender
      a
      continuing security interest in, the following (the “Pledged
      Collateral”):

    


    (i) The
      stock
      described in Schedule 1 attached hereto (the “Pledged
      Shares”)
      and
      the certificates representing the Pledged Shares, and all dividends (whether
      stock dividends or cash dividends), and cash, instruments and other property
      from time to time received, receivable or otherwise distributed in respect
      of or
      in exchange for any or all of the Pledged Shares;

    


    (ii) All
      additional shares of stock of the issuer of the Pledged Shares from time to
      time
      acquired by the Pledgor by stock split or by the exercise of any conversion
      or
      option rights, and the certificates representing such additional shares, and
      all
      dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares; and

    


    (iii) Any
      and
      all proceeds of any of the foregoing upon the sale or other disposal of the
      foregoing for any reason.

    


    Section
      2
      - Security
      for Obligations.
      This
      Agreement secures the payment and performance of all obligations of the Pledgor
      pursuant to the Note.

    


    Section
      3
      - Further
      Assurances.
      The
      Pledgor agrees that at any time and from time to time, at the expense of the
      Pledgor, the Pledgor will promptly execute and deliver all further instruments
      and documents, and take all further action, that may be reasonably necessary
      or
      desirable, or that the


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Lender
      may reasonably request, in order to perfect and protect any security interest
      granted or purported to be granted hereby or to enable the Lender to exercise
      and enforce its respective rights and remedies hereunder with respect to any
      Pledged Collateral. 

    


    Section
      4
      - Voting
      Rights; Dividends; Etc.
      So long
      as no Event of Default (as defined in the Note) exists and is
      continuing:

    


    (i) The
      Pledgor shall be entitled to exercise any and all voting and other consequential
      rights pertaining to the Pledged Collateral or any part thereof for any purpose
      not inconsistent with the terms of this Agreement or the Loan documents;
provided,
      however,
      that,
      prior to exercising any material right as a shareholder, the Pledgor shall
      first
      give the Lender at least five days’ written notice of the manner in which the
      Pledgor intends to exercise, or the reasons for refraining from exercising,
      any
      right as a shareholder and shall not exercise any such right if the exercise
      of
      such right could constitute an Event of Default.

    


    (ii) The
      Pledgor shall be entitled to receive and retain any and all cash dividends
      paid
      in respect of the Pledged Collateral that may be permitted under and in
      accordance with the Loan documents. 

    


    Section
      5
      - Transfers
      and Other Liens; Additional Shares.
      The
      Pledgor agrees that it will not sell, transfer or otherwise dispose of, or
      grant
      any option to buy or sell with respect to, any of the Pledged Collateral, or
      create or permit to exist any lien, security interest, or other charge or
      encumbrance upon or with respect to any of the Pledged Collateral, except for
      the security interest under this Agreement, without the prior written consent
      of
      the Lender.

    


    Section
      6
      - Lender
      Appointed Attorney-in-Fact.
      The
      Pledgor hereby appoints the Lender attorney-in-fact, with full authority in
      the
      place and stead of the Pledgor and in the name of the Pledgor or otherwise,
      to
      take any action and to execute any instrument which such Lender may deem
      necessary or advisable to accomplish the purposes of this Agreement, including,
      without limitation, upon and during the continuation of any Event of Default
      (as
      defined in the Note), to receive, endorse and collect all instruments made
      payable to the Pledgor representing any dividend, interest payment or other
      distribution in respect of the Pledged Collateral or any part thereof and to
      give full discharge for the same. The Pledgor covenants and agrees to execute
      any further power-of-attorney that may, as determined in such Lender’s
      reasonable discretion, be necessary or advisable to appoint the Lender as the
      Pledgor’s attorney-in-fact as set forth in this Section 6. 

    


    Section
      7
      - Remedies
      upon Default.
      If any
      Event of Default (as defined in the Note) shall have occurred and be
      continuing:

    


    (a) Upon
      written notice from the Lender, the right of Pledgor to receive dividends and
      to
      vote the shares shall cease, and all such rights shall become vested in such
      Lender. In addition to other rights and remedies provided for herein or
      otherwise available to it, the Lender may exercise all the rights and remedies
      of a secured party on default under the Uniform Commercial Code in effect in
      the
      State of Delaware at that time, and the Lender may also, without notice except
      as specified below, sell the Pledged Collateral or any part thereof, in
      accordance with and subject to applicable law, for cash, on credit or for future
      delivery, and upon such other terms as are


    
      
        
        

      

      
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    commercially
      reasonable. The Lender shall not be obligated to make any sale of Pledged
      Collateral regardless of notice of sale having been given.

    


    (b) Any
      cash
      held by the Lender as Pledged Collateral and all cash proceeds received by
      such
      Lender from any sale of or collection from all or any part of the Pledged
      Collateral, may be held by such Lender as collateral for, and/or be applied
      in
      whole or in part by such Lender against, all or any part of the Obligations
      of
      the Pledgor under the Loan Documents (in the manner as provided in the Loan
      Documents). Any surplus of such cash or cash proceeds held by the Lender and
      remaining after payment in full of all the Obligations shall be paid to the
      Pledgor.

    


    Section
      8
      - Enforcement
      Rights.
      If the
      Lender shall determine to exercise its right hereunder to sell all or any of
      the
      Pledged Collateral, the Pledgor agrees that, upon request of the Lender, the
      Pledgor will do or cause to be done all such other acts and things as may be
      reasonably necessary to make such sale of the Pledged Collateral or any part
      thereof valid and binding and in compliance with applicable law.

    


    Section
      9
      - Security
      Interest Absolute.
      All
      rights of the Lender and security interests hereunder, and all obligations
      of
      the Pledgor hereunder, shall be absolute and unconditional irrespective
      of:

    


    (i) any
      lack
      of validity or enforceability of the Obligations or any agreement or instrument
      relating thereto;

    


    (ii) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any amendment or waiver or any consent to any
      departure from the Note or any of the other Loan Documents;

    


    (iii) any
      exchange, release or non-perfection of any other collateral, or any release
      or
      amendment or waiver of, or consent to departure from, any guaranty, for all
      or
      any of the Obligations of the Pledgor under the Loan
      Documents;
      or

    


    (iv) any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, the Pledgor, any other party to the Loan Documents, or a third
      party obligor except for such waivers as are required by applicable law and
      cannot be waived under applicable law.

    


    Section
      10 - Amendment.
      No
      amendment or waiver of any provisions of this Agreement shall be effective
      unless the same shall be in writing and signed by the Lender and the Pledgor,
      and then such waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which given.

    


    Section
      11 - Continuing
      Security Interest; Transfer of Note(s).
      This
      Agreement shall create a continuing security interest in the Pledged Collateral
      and shall (i) remain in full force and effect until payment in full of the
      Obligations (other than contingent indemnity obligations), (ii) be binding
      upon
      the Pledgor, its successors, legal representatives, estate, heirs, devisees,
      legatees and assigns, and (iii) inure to the benefit of the Lender and its
      successors, permitted transferees and permitted assigns. Upon the payment and
      performance in full of the Obligations of the Pledgor


    
      
        
        

      

      
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    under
      the
      Loan Documents, the Lender shall deliver such of the Pledged Collateral as
      shall
      not have been sold or otherwise applied pursuant to the terms hereof to the
      Pledgor. 

    


    Section
      12 - Governing
      Law; Terms.
      This
      Agreement shall be governed by the laws of the State of Colorado, without regard
      to the choice of law provisions thereof. Unless otherwise defined herein,
      capitalized terms used herein shall have the respective meanings given in the
      Loan document.

    


    Section
      13 - Expenses.
      The
      Pledgor will upon demand pay to the Lender the amount of any and all reasonable
      costs and expenses, including the reasonable fees and expenses of its counsel
      and of any experts and agents, which such Lender may incur in connection with
      (i) the custody or preservation of, or the sale, collection from, or other
      realization upon, any of the Pledged Collateral, (ii) the exercise or
      enforcement of any of the rights of the Lender hereunder or (iii) the failure
      by
      the Pledgor to perform or observe any of the provisions hereof.

    


    Section
      14 - Representations
      and Warranties.
      The
      Pledgor represents and warrants, which representations and warranties shall
      survive the execution and delivery of this Agreement, that:

    


    (a) The
      Pledgor is the direct and beneficial owner of the Pledged Shares, and the
      Pledged Collateral is owned by the Pledgor free and clear of any lien, security
      interest, charge or encumbrance.

    


    (b) The
      execution, delivery and performance by Pledgor of this Agreement has been duly
      authorized, does not require the consent of any governmental body or other
      regulatory authority, and will not violate, conflict with or result in a breach
      of any provision of any agreement, indenture or other instrument to which the
      Pledgor is a party or is bound by.

    


    (c) None
      of
      the Pledged Shares has been issued or transferred in violation of any applicable
      federal and state securities laws.

    


    (d) There
      are
      no options, warrants, calls, conversion rights or other similar commitments
      relating to the Pledged Shares.

    


    


    Section
      15 - Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      deemed to have been given: (a) when made if personally delivered by hand (with
      written confirmation of receipt); (b) on the date received if sent via national
      overnight courier; or (c) when receipt is acknowledged by the receiving party
      if
      sent via facsimile or electronic mail, addressed to the address of such party
      as
      follows:

    



    
      
        
        

      

      
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    If
      to the
      Pledgor:

    


    Equitex,
      Inc.

    7315
      East
      Peakview Avenue

    Englewood,
      Colorado 80111

    Attention:
      Henry Fong, President

    Telephone:
      (561) 514-9042

    Facsimile:
      (561) 514-9046

    Email:
      hfong@equitex.net

    


    If
      to the
      Lender, in care of:

    


    FastFunds
      Financial Corporation

    11100
      Wayzata Blvd, Suite 111

    Minnetonka,
      MN 55305

    Attention:
      Michael Casazza, Chief Executive Officer

    Telephone:
      (952) 541-0455

    Facsimile:
      (952) 417-1996

    Email:
      mcasazza@chexff.com

    


    


    


    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed and delivered this Stock Pledge Agreement as of the
      date first above written.

    


    


    
      	 	
              PLEDGOR:
                

            
	 	 
	 	
              Equitex,
                Inc.

            
	 	 
	 	 
	 	
              By:
                /s/
                Henry Fong

            
	 	
              Henry
                Fong, President

            
	 	 
	 	 
	 	
              LENDER:

            
	 	 
	 	
              FastFunds
                Financial Corporation

            
	 	 
	 	 
	 	
              By:
                /s/
                Michael S. Casazza

            
	 	
              Michael
                S. Casazza, Chief Executive Officer

            


    

    


    


    


    


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