EXHIBIT 10.3


    EXHIBIT
      10.3

    
 

    AGREEMENT

    


    This
      Agreement (the “Agreement”),
      dated
      as of March 14, 2006, is entered into by and between Equitex,
      Inc.,
      a
      Delaware corporation (“EQTX”),
      and Fastfunds
      Financial Corporation,
      a
      Nevada Corporation (“Fastfunds”).
      

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the
      EQTX and Fastfunds have entered into a Promissory Note dated
      as
      of this date (the "Note"),
      in the
      amount of $5,000,000 (the “Loan”);

    


    WHEREAS,
      EQTX
      has agreed as partial consideration for the Loan to grant to Fastfunds a Ten
      Percent (10%) Net Profit Interest in income derived from the operations of
      Hydrogen Power, Inc.

    


    WHEREAS,
      the
      execution of this Agreement is a condition precedent to the obligation of the
      EQTX 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 Fastfunds, the parties hereby agree as
      follows:

    


    Section
      1
      - Net
      Profit Interest.
      EQTX
      hereby grants to Fastfunds a Net Profit Interest in the amount of Ten Percent
      (10%) of the net profit derived from operations of Hydrogen Power, Inc., for
      the
      period during which the Note is outstanding. For purposes of this Agreement,
      net
      profit shall be defined as follows:

    


    (i) Net
      Profits shall mean the gross revenue of Hydrogen Power, Inc. less all ordinary
      and necessary operating expenses of Hydrogen Power, Inc., depreciation,
      amortization and reasonable administrative expenses of EQTX performed for the
      benefit of Hydrogen Power, Inc.

    


    (ii) At
      the
      time of payment of the accrued interest on the Loan, EQTX shall provide to
      Fastfunds an internally produced accounting showing the Net Profits, if any,
      of
      Hydrogen Power, Inc. for the prior three months.

    


    (iii) Payments
      due and owing to Fastfunds, if any, under the terms and conditions of this
      Agreement shall be made at the time of furnishing the accounting by EQTX to
      Fastfunds.

    


    Section
      2
      - Security
      for Loan.
      This
      Agreement is given to secure the payment and performance of all obligations
      of
      EQTX pursuant to the terms and conditions of the Note.

    


    Section
      3
      - Additional
      Documents.
      EQTX
      agrees that it will enter into any and all necessary documents to effectuate
      the
      terms and conditions of this Agreement.

    


    Section
      4
      - Transfers
      and Other Liens; Additional Shares.
      EQTX
      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 shares it owns of Hydrogen
      Power, Inc., or create or permit to exist any lien, security interest, or other
      charge or encumbrance upon or with respect to any of the shares of Hydrogen
      Power, Inc. without the prior written consent of Fastfund.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      5
      - Amendment.
      No
      amendment or waiver of any provisions of this Agreement shall be effective
      unless the same shall be in writing and signed by EQTX and Fastfunds, and then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given.

    


    Section
      6
      - Continuing
      Security Interest; Transfer of Note(s).
      This
      Agreement shall create a net profit interest in Hydrogen Power, Inc and shall
      (i) be binding upon the EQTX, its successors, devisees, legatees and assigns,
      and (ii) inure to the benefit of Fastfunds and its successors, permitted
      transferees and permitted assigns. Upon the payment and performance in full
      of
      the Loan under the Loan Documents, this Agreement shall be terminated.


    


    Section
      7
      - 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
      8
      - Expenses.
      EQTX
      will upon demand pay to Fastfunds 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 Fastfunds may incur in connection with (i) the
      exercise or enforcement of any of the rights of Fastfunds hereunder or (ii)
      the
      failure by EQTX to perform or observe any of the provisions hereof.

    


    Section
      9
      - Representations
      and Warranties.
      EQTX
      represents and warrants, which representations and warranties shall survive
      the
      execution and delivery of this Agreement, that:

    


    (a) EQTX
      is
      the direct and beneficial owner of Hydrogen Power, Inc., and Hydrogen Power,
      Inc. is owned by EQTX free and clear of any lien, security interest, charge
      or
      encumbrance.

    


    (b) The
      execution, delivery and performance EQTX 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 EQTX
      is a party or is bound by.

    


    


    Section
      10 - 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
      EQTX:

    


    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
      Fastfunds:

    


    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 Agreement as of the date first
      above written.

    


    


    


    EQUITEX,
      INC.

    


    


    By:
      /s/ Henry Fong

    Henry
      Fong, President

    


    


     

                                FASTFUNDS
      FINANCIAL
      CORPORATION

     

    


    By:
      /s/
      Michael S. Casazza

    Michael
      S. Casazza, Chief Executive Officer

    


     

    


    


    


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