EXHIBIT 10.1


    
      
        

      

    

    EXHIBIT
      10.1


     

    REDEMPTION,
      STOCK SALE AND RELEASE AGREEMENT

     

     

    This
      Redemption, Stock Sale And Release Agreement (the “Agreement”)
      is
      dated as of the 2nd
      day of
      January, 2007, and is by and between Hydrogen Power, Inc. (f/k/a Equitex, Inc.),
      a Delaware corporation (“HPI”),
      and
      FastFunds Financial Corporation (f/k/a Seven Ventures, Inc.), a Nevada
      corporation (the ”FastFunds”).

     

     

    INTRODUCTION

     

    A.  On
      March
      8, 2004, HPI (then known as Equitex, Inc.) entered into that certain Purchase
      Agreement (the “Initial Purchase
      Agreement”)
      with
      Pandora Select Partners, L.P. (“Pandora”)
      and
      Whitebox Hedged High Yield Partners, L.P. (“Whitebox”
      together with Pandora, the “Secured
      Parties”)
      by
      which the Secured Parties loaned HPI the aggregate sum of $5,000,000, which
      amount was then loaned by HPI on a secured basis to Chex Services, Inc.
      (“Chex”)
      for
      use in Chex’s business (the “Chex
      Loan”).
      In
      connection with the Initial Purchase Agreement, HPI, among other things, entered
      into a security agreement with the Secured Parties, pursuant to which it pledged
      2,170,000 shares of Chex common stock to the Secured Parties.

     

    B.  On
      June
      7, 2004, HPI and Chex entered into an Agreement and Plan of Merger (the
“Chex
      Merger”)
      with
      FastFunds (then known as Seven Ventures, Inc.) whereby Chex merged with a
      wholly-owned subsidiary of FastFunds, with Chex as the surviving corporation,
      and FastFunds became the beneficial owner of all of the capital stock of Chex.
      As a condition to the Secured Parties consenting to the Chex Merger and
      delivering the 2,170,000 shares of Chex common stock to FastFunds, FastFunds
      entered into a security agreement with the Secured Parties, pursuant to which
      it
      granted the Secured Parties a security interest in all of its assets.


     

    C.  On
      September 15, 2005, HPI and the Secured Parties entered into a Purchase
      Agreement (the “Second
      Purchase Agreement”),
      pursuant to which the Secured Parties purchased two promissory notes in the
      aggregate sum of $1,500,000 and warrants to purchase shares of common stock
      of
      HPI in consideration for a $1,500,000 loan by the Secured Parties to HPI. In
      connection with the Second Purchase Agreement, HPI pledged all of its assets
      to
      the Secured Parties, including 7,700,000 shares of FastFunds common stock (the
      “HPI
      Security Interest”).
      Such
      indebtedness was guaranteed by Henry Fong pursuant to a guaranty dated September
      15, 2005.

     

    D.  On
      January 31, 2006, substantially all of the assets of Chex were sold to Game
      Financial Corporation pursuant to that certain Asset Purchase Agreement by
      and
      among FastFunds, Chex and Game Financial Corporation, dated December 22, 2005
      (the “Chex
      Asset Sale”).
      The
      Secured Parties consented to the Chex Asset Sale and released their security
      interests in the applicable Chex assets. The Secured Parties, however, retained
      a security interest in the capital stock of Chex.

     

    E.  In
      connection with the Chex Asset Sale, FastFunds issued to HPI 4,717,344 shares
      of
      FastFunds common stock in exchange for the conversion of the outstanding note
      issued by Chex to HPI in connection with the Chex Loan. As a result, HPI’s
      ownership in FastFunds increased from 7,700,000 shares to 12,417,344
      shares.

     

    F.  On
      March
      14, 2006, FastFunds loaned $5,000,000 to HPI pursuant to a secured promissory
      note (the “FastFunds
      Note”;
      together with any and all other amounts owing to FastFunds by HPI, including
      without limitation any profit participation rights granted by HPI to FastFunds,
      the “FastFunds
      Debt Payable”)
      to
      satisfy the payment obligation of HPI under the Equitex Merger (as defined
      below). The FastFunds Note is due and payable on March 14, 2007. On the same
      date thereof, HPI, pursuant to an Agreement and Plan of Merger and
      Reorganization by and among HPI (then known as Equitex, 

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    Inc.),
      EI
      Acquisition Corp. and Hydrogen Power, Inc. (then a privately-held Delaware
      corporation) through which Hydrogen Power, Inc. merged with and into EI
      Acquisition Corp., with EI Acquisition Corp. surviving the merger and remaining
      a wholly-owned subsidiary of HPI (the “Equitex
      Merger”).

     

    G.  HPI
      desires to transfer to FastFunds, and FastFunds desires to accept from HPI,
      shares of common stock of FastFunds,
      Denaris Corporation (“Denaris”),
      Key
      Financial Systems, Inc. (“Key
      Financial”)
      and
      Nova Financial Systems,
      Inc.
      (“Nova
      Financial”
      together with Denaris and Key Financial, the “Other
      Subsidiaries”)
      held
      by HPI in consideration of FastFunds’ forgiveness and cancellation of the
      FastFunds Debt Payable and its payment of the Closing Payment, as defined below
      (the “Redemption”).
      

     

    H.  In
      order
      to effectuate the Redemption and the purchase of capital stock of the Other
      Subsidiaries by FastFunds, the parties desire to enter into this Agreement
      to
      set forth their respective rights, obligations, duties and remedies pertaining
      to the Redemption and as to other matters relating to their prior
      relationship.

     

     

    AGREEMENT

     

    Now,
      Therefore,
      in
      consideration of the foregoing facts, the mutual covenants set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto, intending to be legally bound,
      hereby agree as follows:

     

    1.  Redemption
      of FastFunds’ Common Stock.
      At
      Closing (as defined herein), FastFunds agrees to redeem an aggregate of
      8,917,344 shares of its common stock held by HPI (the “Redeemed
      Shares”).
      At
      Closing, HPI agrees to sell, assign and transfer to FastFunds all of its rights,
      title to and interest in the Redeemed Shares free and clear of any and all
      liens, pledges, security interests, restrictions of transfer or encumbrances
      of
      any kind or nature.

     

    2.  Transfer
      of Other Subsidiaries’ Common Stock.
      At
      Closing, HPI agrees to sell, assign and transfer to FastFunds, and FastFunds
      agrees to purchase from HPI, all of HPI’s rights, title to and interest in an
      aggregate of (i) 5,000,000 shares of Denaris common stock, (ii) 1,000 shares
      of
      Nova Financial common stock, and (iii) 2,000 shares of Key Financial common
      stock held by HPI (collectively, the “Other
      Subsidiaries’ Shares”),
      free
      and clear of any and all liens, pledges, security interests, restrictions of
      transfer or encumbrances of any kind or nature.

     

    3.  Consideration
      for Redeemed Shares and Other Subsidiaries’ Shares.
      In
      consideration of the Redemption and its receipt of the Redeemed Shares and
      the
      Other Subsidiaries’ Shares as set forth in Sections 1
      and
2,
      FastFunds shall cancel at Closing the FastFunds Debt Payable and release HPI
      from any and all payment and related obligations with respect to the FastFunds
      Debt Payable.

     

    4.  Closing.
      All
      transactions contemplated by the Agreement, including the assignment of the
      Redeemed Shares and the Other Subsidiaries’ Shares and the Closing Payment,
      shall take place on and be effective as of January 2, 2007 or such other time
      as
      agreed by the parties (the “Closing”).
      The
      time and date on which the Closing occurs shall be referred to herein as the
      “Closing
      Date.”
At
      the
      Closing, FastFunds will pay the Closing Payment to HPI pursuant Section
3,
      and HPI
      will deliver executed assignments separate from certificate, with respect to
      the
      Redeemed Shares and the Other 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Subsidiaries’
      Shares, in the forms attached hereto as Exhibits
      A, B, C and
      D,
      respectively. Promptly following the closing, HPI shall use its best efforts
      to
      deliver to FastFunds all of its stock certificates representing the Redeemed
      Shares and the Other Subsidiaries’ Shares, duly endorsed in blank for transfer
      on the books of FastFunds, Denaris, Key Financial and Nova Financial, and/or
      an
      affidavit of loss with respect to one or more certificates in form acceptable
      to
      FastFunds, in its sole discretion.

     

    5.  Representations
      and Warranties of HPI.
      HPI
      hereby represents and warrants to FastFunds, as of the date hereof and as of
      the
      Closing Date, that:

     

    (a)  HPI
      is
      duly incorporated, validly existing and in good standing under the laws of
      the
      State of Delaware.

     

    (b)  HPI
      is
      the record and beneficial owner of the Redeemed Shares and the Other
      Subsidiaries’ Shares free and clear of any and all encumbrances, except for the
      HPI Security Interest. Subject to the receipt of the executed Consent and
      Release of the Secured Parties (as required by Section 7(c))
      and the
      assignment of the Redeemed Shares and the Other Subsidiaries’ Shares pursuant
      hereto, FastFunds will receive good and marketable title to the Redeemed Shares
      and the Other Subsidiaries’ Shares free and clear of all
      encumbrances.

     

    (c)  Neither
      the execution and delivery of this Agreement nor the transactions contemplated
      hereby will constitute a violation or default under any term or provision of
      any
      contract, commitment, indenture or other agreement or restriction of any kind
      or
      character to which HPI is bound.

     

    (d)  HPI
      has
      obtained the approval of its Board of Directors to enter into this Agreement
      and
      the transactions contemplated hereby, and has the full legal power and authority
      to transfer the Redeemed Shares and the Other Subsidiaries’ Shares without
      obtaining the consent or approval of any other person, entity or governmental
      authority, except for the Secured Parties.

     

    (e)  At
      Closing, HPI will deliver an executed assignment separate from certificate,
      with
      respect to the Redeemed Shares and the Other Subsidiaries’ Shares, in the form
      attached hereto as Exhibits
      A, B, C and
      D.

     

    (f)  HPI
      has
      been represented in the preparation and negotiation of this Agreement and the
      transactions contemplated hereby by legal counsel, Maslon Edelman Borman &
Brand, LLP, that is independent and separate from the legal counsel used by
      FastFunds for such purposes.

     

    6.  Representations,
      Warranties and Covenants of FastFunds.
      FastFunds hereby represents, warrants and covenants to HPI, as of the date
      hereof and as of the Closing Date, that:

     

    (a)  FastFunds
      is duly incorporated, validly existing and in good standing under the laws
      of
      the State of Nevada.

     

    (b)  Neither
      the execution and delivery of this Agreement nor the transactions contemplated
      hereby will constitute a violation or default under any term or provision of
      any
      contract, commitment, indenture or other agreement or restriction of any kind
      or
      character to which FastFunds is bound.

     

    (c)  FastFunds
      has full legal power and authority to redeem the Redeemed Shares and acquire
      the
      Other Subsidiaries’ Shares without obtaining the consent or approval of any
      person, entity or governmental authority, except for the authorization of its
      board of directors.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d)  FastFunds
      has obtained the requisite approval and authorization from its board of
      directors to enter into this Agreement and to consummate the Redemption and
      the
      other transactions contemplated hereby.

     

    (e)  FastFunds
      has been represented in the preparation and negotiation of this Agreement and
      the transactions contemplated hereby by legal counsel, David Schaper, that
      is
      independent and separate from the legal counsel used by HPI for such
      purposes.

     

    (f)  From
      the
      date hereof to and including the Closing Date, FastFunds will not effect any
      changes in its capital structure without prior written consent of HPI, such
      prohibition to include, without limitation, except as expressly set forth
      herein, any action by FastFunds to, directly or indirectly (i) issue any shares
      of capital stock or securities exercisable or convertible into capital stock,
      (ii) purchase, redeem, retire or otherwise acquire for value any of its capital
      stock or other securities now or hereafter outstanding, return any capital
      to
      its stockholders, or distribute any of its assets to its stockholders or (ii)
      make any payment or declare any dividend on any of its capital stock or other
      securities.

     

    7.  Conditions
      to the Obligations of Each Party.
      The
      respective obligations of HPI and FastFunds to consummate the transactions
      contemplated by this Agreement are subject to the satisfaction of the following
      conditions as of the Closing Date, unless waived in writing by all
      parties:

     

    (a)  No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction preventing the consummation of
      the
      transactions contemplated by this Agreement shall be in effect.

     

    (b)  No
      suit,
      investigation, action or other proceeding brought by a governmental entity
      shall
      be pending against HPI or FastFunds which, in the reasonable opinion of counsel
      for HPI or FastFunds, would be likely to restrain or prohibit any such party
      from consummating the transactions contemplated hereby or result in damages
      or
      other relief being obtained from such party, except where such suit,
      investigation, action or other proceeding is not likely to result in a material
      adverse effect to either HPI or FastFunds.

     

    (c)  The
      parties shall have received the written consent and release of the Secured
      Parties substantially in the form attached hereto as Exhibit
      E.

     

    8.  Conditions
      to the Obligations of HPI.
      The
      obligations of HPI to consummate the transactions contemplated by this Agreement
      are further subject to the satisfaction of the following conditions as of the
      Closing Date:

     

    (a)  The
      representations, warranties and covenants set forth in Section 6
      shall be
      true and correct in all material respects as of the Closing Date.

     

    (b)  FastFunds
      shall have performed and complied with all of its covenants hereunder in all
      material respects through the Closing.

     

    HPI
      may
      waive any condition specified in this Section 8
      if it
      executes a writing so stating at or prior to Closing.

     

    9.  Conditions
      to the Obligations of FastFunds.
      The
      obligations of FastFunds to consummate the transactions contemplated by this
      Agreement are further subject to the satisfaction of the following conditions
      as
      of the Closing Date:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a)  The
      representations and warranties set forth in Section 5
      shall be
      true and correct in all material respects as of the Closing Date.

     

    (b)  HPI
      shall
      have performed and complied with all of its covenants hereunder in all material
      respects through the Closing.

     

    (c)  All
      actions to be taken by HPI in connection with consummation of the transactions
      contemplated hereby and all certificates and other documents required to effect
      the transactions contemplated hereby will be reasonably satisfactory in form
      and
      substance to FastFunds.

     

    FastFunds
      may waive any condition specified in this Section 9
      if it
      executes a writing so stating at or prior to the closing.

     

    10.  Voting
      Agreement.
      From
      the date hereof until such time that HPI and its affiliates beneficially hold
      less than ten percent (10%) of the outstanding equity or voting interest in
      FastFunds, with respect to any vote of the stockholders of FastFunds (except
      a
      vote directly relating to this Redemption Agreement, provided that, with respect
      to such a vote, HPI and its affiliates will not vote in favor of or otherwise
      support any attempt to undermine or avoid the consummation of the transaction
      contemplated herein or any of the terms and conditions set forth in this
      Agreement), HPI and its affiliates hereby agree to vote the Redeemed Shares
      (and
      any additional shares of capital stock of FastFunds held by HPI and its
      affiliates at such time) in the same manner and proportion as other stockholders
      of FastFunds vote their shares. HPI and its affiliates further agree to take
      any
      such further actions as are reasonably requested by FastFunds in order to
      effectuate the terms of this provision, including, if necessary, the execution
      and delivery of a proxy to vote such shares in the manner required. Successors
      and assigns of the Redeemed Shares (and any additional shares of capital stock
      of FastFunds held by HPI), including any assignee by foreclosure or other
      transfer, are not intended to be subject to the terms of this provision.


     

    11.  Indemnification.
      HPI
      agrees to indemnify and hold harmless FastFunds from and against any and all
      loss, damage or liability (including, but not limited to, reasonable legal
      fees
      and costs) that FastFunds may incur or suffer by reason of, or which results,
      arises out of or is based upon (i) any breach of HPI’s representations,
      warranties or covenants contained in this Agreement, or (ii) the Initial
      Purchase Agreement, the Second Purchase Agreement or any other related agreement
      or debt instrument entered into by and between HPI and the Secured Parties
      prior
      to the date hereof. FastFunds agrees to indemnify and hold HPI harmless from
      and
      against any and all loss, damage or liability (including, but not limited to,
      reasonable legal fees and costs) that HPI may incur or suffer by reason of,
      or
      which results, arises out of or is based upon any breach of FastFunds’
representations, warranties or covenants contained in this
      Agreement.

     

    12.  Mutual
      Release of Claims.
      In
      consideration of the benefits of this Agreement, and except as otherwise
      provided in this Agreement, FastFunds, on behalf of itself and its predecessors,
      successors and assigns, and HPI, on behalf of itself and its predecessors,
      successors and assigns (collectively, the “Releasing
      Parties”)
      do
      hereby absolutely and unconditionally release, waive and otherwise relinquish
      any and all claims, demands, actions, causes of action, suits, debts, dues,
      damages, judgments, obligations, liabilities, controversies, costs, expenses,
      attorneys’ fees, and executions whatsoever, whether known or unknown, asserted
      or unasserted, actual or potential, individual or joint, direct or indirect,
      fixed or contingent, in law, admiralty or equity, of every kind and nature
      whatsoever, which the Releasing Parties ever had, now have, or hereafter can,
      shall, or may have, or claim to have, against the other party, for, upon, or
      by
      reason of any matter, cause of action, or thing, whatsoever from the beginning
      of the world to the Closing Date, including without limitation, pursuant to
      the
      Initial Purchase Agreement, the Chex Merger, the Second Purchase Agreement,
      the
      Chex Asset Sale, the 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    FastFunds
      Note, the FastFunds Debt Payable and the Equitex Merger (collectively, the
      “Released
      Claims”).
      The
      Released Claims include, without limitation, any claims for breach of express
      or
      implied contract, breach of implied misrepresentation, negligence, negligent
      misrepresentation, breach of fiduciary duty, actual or constructive fraud,
      including, without limitation, common law fraud or fraud or manipulation
      asserted under any statutory theory under any federal or state law and
      including, without limitation, under any theory of primary, secondary or control
      person liability, estoppel, defamation, conspiracy, business or economic
      interference, violation of any federal or state securities law, rule or
      administrative regulation, violation of public policy and including for
      attorneys’ or other professional fees.

     

    Except
      as
      expressly waived in this Agreement by Whitebox and Pandora, the terms of Section
      11 and this Section 12 of this Agreement shall not be interpreted, and shall
      not
      be deemed, to affect any rights of Whitebox and Pandora with respect to HPI,
      FastFunds and their respective subsidiaries and assets, including their rights
      pursuant to the following agreements of Whitebox and Pandora: (i) the Initial
      Purchase Agreement; (ii) the Registration Rights Agreement dated March 8, 2004
      with HPI; (iii) the Guaranty Agreement dated March 8, 2004 with FastFunds;
      (iv)
      the Assignment Agreement dated March 8, 2004 with HPI and FastFunds; (v) the
      Security Agreement dated June 4, 2004 with FastFunds; (vi) the Convertible
      Promissory Note dated March 8, 2004 in the face amount of $3,000,000 and payable
      to Pandora (issued as a replacement of a like note originally issued in March
      2004); and (vii) the Convertible Promissory Note dated March 8, 2004 in the
      face
      amount of $2,000,000 and payable to Whitebox (issued as a replacement of a
      like
      note originally issued in March 2004). Accordingly, Section 11 shall not be
      interpreted to impose any indemnification obligation upon either HPI or
      FastFunds, and Section 12 shall not be interpreted to release any claims as
      between HPI and FastFunds, to the extent that it would adversely affect the
      rights of Pandora or Whitebox (either before or after any foreclosure upon
      HPI
      or FastFunds assets) as against either HPI or FastFunds existing prior to the
      execution of this Agreement. 

     

    13.  HPI
      Resale Registration.
      HPI
      shall use its best efforts to file with the Securities and Exchange Commission
      (the “SEC”)
      a
      registration statement covering the resale of the 1,200,000 shares of HPI common
      stock currently held by FastFunds (the “HPI
      Resale Shares”)
      within
      180 days after Closing and use its best efforts to cause such registration
      statement to be declared effective after the filing the registration statement.
      HPI will keep such registration statement effective for one year following
      the
      date initially declared effective by the SEC. HPI shall bear all expenses
      incurred in connection with the filing and obtaining effectiveness of the
      registration statement. HPI may require persons who sell HPI Resale Shares
      to
      furnish to HPI such information regarding such person and the distribution
      proposed by such person as HPI may reasonably request in writing or as shall
      be
      required in connection with the registration. HPI may require persons who sell
      HPI Resale Shares pursuant to the registration statement to suspend such sales
      for such reasonable periods of time as HPI may require, acting in a reasonable
      manner, using best efforts to effect any required amendment to such registration
      statement or supplement to the prospectus included in the registration
      statement.

     

    14.  FastFunds
      Resale Registration.
      FastFunds shall use its best efforts to file with the SEC a registration
      statement covering the covering the resale of the 3,500,000 shares of FastFunds
      common stock held by HPI immediately following the closing (the “FastFunds
      Resale Shares”)
      within
      180 days after Closing and use its best efforts to cause such registration
      statement to be declared effective after the filing the registration statement.
      FastFunds will keep such registration statement effective for one year following
      the date initially declared effective by the SEC. FastFunds shall bear all
      expenses incurred in connection with the filing and obtaining effectiveness
      of
      the registration statement. FastFunds may require persons who sell FastFunds
      Resale Shares to furnish to FastFunds such information regarding such person
      and
      the distribution proposed by such person as FastFunds may reasonably request
      in
      writing or as shall be required in connection with the registration. FastFunds
      may require persons who sell FastFunds Resale Shares pursuant to the
      registration statement to suspend such sales for such reasonable periods of
      time
      as FastFunds may require, acting in a reasonable manner, using 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    best
      efforts to effect any required amendment to such registration statement or
      supplement to the prospectus included in the registration
      statement.

     

    15.  Tax
      Covenants.
      

     

    (a)  Expected
      Tax Effects.
      The
      parties, for themselves and on behalf of their current and future wholly-owned
      subsidiaries, agree to the terms of this Section 15
      and
      further acknowledge and intend that:

     

    (i)  As
      of the
      close of business on the Closing Date, HPI will cease to be a member of the
      Pre-Closing Affiliated Group that has been filing consolidated federal income
      Tax Returns.

     

    (ii)  For
      2006
      and Taxable Years ending after the Closing Date, FastFunds will continue to
      be
      entitled to the Tax benefit of its use of the 2006 federal consolidated net
      operating loss of the Pre-Closing Affiliated Group, to offset its substantial
      net income realized during 2006, to the extent that such Tax benefit is allowed
      under Sections 172 and 1502 of the Code.

     

    (iii)  Except
      as
      otherwise provided in the preceding paragraph, HPI will be entitled to any
      remaining portion of the pre-Closing federal consolidated net operating loss
      of
      the Pre-Closing Affiliated Group that is attributable to Pre-Closing Taxable
      Years of HPI pursuant to the Treasury Regulations issued under Code Section
      1502.

     

    (iv)  FastFunds
      and the Other Subsidiaries will become the Post-Closing Affiliated Group
      entitled to any remaining portion of the pre-Closing federal consolidated net
      operating loss of the Pre-Closing Affiliated Group that is attributable to
      their
      respective Pre-Closing Taxable Years.

     

    (b)  Tax-Related
      Definitions.
      For
      purposes of this Agreement, the following terms shall be defined as
      follows:

     

    “Affiliated
      Group”
means
      an affiliated group of corporations within the meaning of Code Section 1504(a)
      (and without regard to the exclusions contained in Code Section 1504(b)) for
      the
      Taxable Period or, for purposes of any state, foreign or local Income Tax
      matters, any consolidated, combined or unitary group of corporations within
      the
      meaning of the corresponding provisions of tax law for the jurisdiction in
      question.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended.

     

    “Post-Closing
      Affiliated Group”
means
      FastFunds, the Other Subsidiaries, any other corporations that become members
      of
      that Affiliated Group after the Closing, and any of their respective successors
      that retain their respective Tax attributes.

     

    “Post-Closing
      Taxable Year”
means
      a
      Taxable Year that begins after the Closing Date.

     

    “Pre-Closing
      Affiliated Group”
means
      HPI, FastFunds and each of the Other Subsidiaries, to the extent that such
      corporation was a member of HPI’s Affiliated Group during any Pre-Closing
      Taxable Year; and any of their respective successors that retain their Taxable
      attributes. To the extent applicable to any state income Tax matters, the
“Pre-Closing Affiliated Group” shall also include all corporations joining, or
      whose income is reported, in the filing of a consolidated, combined or unitary
      income Tax Return for the state in question.

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Pre-Closing
      Taxable Year”
means
      a
      Taxable Year that ends on or before the Closing Date.

     

    “Straddle
      Year”
means
      any Taxable Year (of any member or members of the Pre-Closing Affiliated Group)
      that begins before the Closing Date and ends after the Closing
      Date.

     

    “Tax”
(and
      with the corresponding meaning “Taxes” and “Taxable”) shall include (i) any net
      income, gross income, gross receipts, sales, use, ad valorem, franchise,
      profits, license, withholding, payroll, employment, excise, severance, stamp,
      occupation, premium, property or windfall profit tax, custom duty or other
      tax,
      governmental fee or other like assessment or charge of any kind whatsoever,
      together with any interest and any penalty, addition to tax or additional amount
      imposed by any Taxing authority (domestic or foreign); and (ii) any liability
      for the payment of any amount of the type described in clause (i) of this
      paragraph as a result of being a member of a consolidated, affiliated, combined
      or unitary group.

     

    “Tax
      Returns”
(and
      with the corresponding meaning “Tax Return”) shall include all Tax Returns,
      declarations, elections, reports and information Tax Returns and statements
      required to be filed or sent by or relating to any member or members of the
      Pre-Closing Affiliated Group and relating to any Taxes with respect to any
      income, payroll, properties or operations of any of those members.

     

    “Taxable
      Year”
means
      a
      Taxable year (which may be shorter than a full calendar or fiscal year), year
      of
      assessment or similar period with respect to which any Tax may be
      imposed.

     

    (c)  Separate
      Tax Returns to be Filed by Each Corporation.
      Each
      member of the Pre-Closing Affiliated Group shall be responsible for preparing
      and filing all Tax Returns that are required to be filed by that member before
      or after the Closing Date and are not filed on a consolidated, combined or
      unitary basis; and that member shall make (or cause to be made) any required
      Tax
      payments due with respect to such Tax Returns. Any of those Tax Returns filed
      for a Pre-Closing Taxable Year or Straddle Year must report the operations
      of
      that member in a manner consistent with its past practice. Any Tax Refund
      received by any such member with respect to its own separate Tax liability,
      as
      determined with respect to a Tax Return filed under this paragraph, shall be
      retained by that member and, if another member of the Pre-Closing Affiliated
      Group actually receives such Tax refund, such other member shall remit the
      amount of the Tax Refund to the member entitled to retain it.

     

    (d)  Group
      Tax Returns to be Filed by HPI.
      HPI
      shall be responsible for preparing and filing all Tax Returns required to be
      filed before or after the Closing Date for members of the Pre-Closing Affiliated
      Group, to the extent those Tax Returns (i) are filed on a consolidated, combined
      or unitary basis that includes HPI and at least one other such member, and
      (ii)
      relate to a Pre-Closing Taxable Year or Straddle Year; and HPI and each other
      such member included in each of those Tax Returns shall make (or cause to be
      made) its allocable share of any required Tax payments due with respect to
      such
      Tax Returns. Such Tax Returns will report the income and operations of the
      Pre-Closing Affiliated Group in a manner consistent with past practice. HPI
      shall be entitled to any refunds of Taxes received with respect to any Tax
      Return filed under this paragraph; provided, however, that any portion of such
      Tax refund that is allocable or attributable to any other member of the
      Pre-Closing Affiliated Group, because it was included in the Tax Return on
      which
      the Tax refund is based, shall belong to such other member, but if any amount
      of
      any such Tax refund belonging to any member of the Pre-Closing Affiliated Group
      is later determined to be repayable to the appropriate Tax authority, the member
      that ultimately received such amount shall repay it to the Tax authority (with
      any required interest) or, if applicable, reimburse HPI for any such repayment
      and any required interest.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (e)  Group
      Tax Returns to be Filed by FastFunds.
      FastFunds shall be responsible for preparing and filing all Tax Returns required
      to be filed before or after the Closing Date for members of the Pre-Closing
      Affiliated Group, to the extent those Tax Returns are (i) filed on a
      consolidated, combined or unitary basis including FastFunds and at least one
      other corporation other than HPI; and (ii) relate to a Pre-Closing Taxable
      Year,
      Straddle Year or Post-Closing Taxable Year; and FastFunds and each other
      corporation included in each of those Tax Returns shall make (or cause to be
      made) its allocable share of any required Tax payments due with respect to
      such
      Tax Returns. FastFunds or, if applicable, one or more of the Other Subsidiaries
      shall be entitled to any refunds of Taxes received with respect to any Tax
      Return filed under this paragraph; provided, however, that any portion of such
      Tax refund that is allocable or attributable to HPI, because it was included
      in
      the Tax Return on which the Tax refund is based, shall belong to HPI, but if
      any
      amount of any Tax refund belonging to any member of the Pre-Closing Affiliated
      Group is later determined to be repayable to the appropriate Tax authority,
      the
      member that ultimately received such amount shall repay it to the Tax authority
      (with any required interest) or, if applicable, reimburse FastFunds for any
      such
      repayment and any required interest.

     

    (f)  Allocations
      of Tax Liability.
      Whenever it is necessary, for purposes of this Agreement, to determine the
      Tax
      liability of a corporation, or its entitlement to a Tax refund, for a Taxable
      period consisting of a portion of a Straddle Year before or after the Closing,
      or a shortened Taxable Year of HPI ending on the Closing Date or beginning
      on
      the following date (a “Partial Taxable Year”), the determination shall be made
      (i) in the case of Taxes that are not based on income or gross receipts (e.g.,
      property taxes), by apportioning such Taxes on a per diem basis; and (ii) in
      the
      case of Taxes based on income, payroll or on gross receipts, by apportioning
      the
      total Tax liability for such Partial Taxable Year on the assumption that it
      ended as of the close of business on the Closing Date, with income (or other
      applicable measure) apportioned as provided in Treasury Regulations Section
      1.1502-76(b); provided, however, that any deferred gain or loss on deferred
      intercompany transactions that must be restored to income by any member of
      the
      Pre-Closing Affiliated Group by reason of the transactions contemplated by
      this
      Agreement (or any analogous state, local or foreign Tax effects) shall be
      allocated entirely to the period ending with the Closing Date. The principles
      of
      that section of the Treasury Regulations shall also be used to determine the
      allocable share of a corporation’s Tax liability or any Tax refund based on a
      Tax Return filed on a consolidated, combined or unitary basis.

     

    (g)  Carry
      Back of Losses and Similar Items.
      In the
      event that there is (i) a carry back of losses, credits or similar items
      (including, without limitation, net operating losses, capital losses and unused
      business, foreign and other Tax credits) that is attributable to a Post-Closing
      Taxable Year of HPI or any member of the Post-Closing Affiliated Group; (ii)
      such carry back is to a consolidated, combined or unitary Tax Return of any
      members of the Pre-Closing Affiliated Group for a Pre-Closing Taxable Year
      or
      Straddle Year; and (iii) as a result of such carry back, any member of the
      Pre-Closing Affiliated Group becomes entitled to and receives a refund of any
      Taxes that another such member paid for a Pre-Closing Taxable Year or Straddle
      Year, or any member of the Pre-Closing Affiliated Group benefits from a credit
      of Taxes for such a period (through the reduction of either Taxes previously
      paid by another member of the Pre-Closing Affiliated Group or its then-current
      Tax liability), then the member receiving such Tax refund or credit shall
      promptly pay, to the other member that paid the original Tax or benefited from
      the original Tax credit, the amount of such Tax refund or credit together with
      any interest thereon received by the member that received the Tax refund or
      credit. At the request of any other member of the Pre-Closing Affiliated Group,
      HPI (as the common parent of the Pre-Closing Affiliated Group) agrees to prepare
      and file on their behalf any 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    claims
      for refund of federal income Taxes allocable or attributable to them (and HPI,
      if applicable) with respect to any Pre-Closing Taxable Year, pursuant to HPI’s
      authority under Treasury Regulations Section 1.1502-77; and each member of
      the
      Pre-Closing Affiliated Group shall provide the information necessary for HPI
      to
      prepare and file a tentative carry back adjustment under Treasury Regulations
      Sections 1.1502-78(a) (and to take similar action as to any states in which
      HPI
      was filing consolidated, combined or unitary Tax Returns for Pre-Closing Taxable
      Year or Straddle Year), and the requesting party shall reimburse HPI for any
      reasonable out-of-pocket costs arising therefrom.

     

    (h)  Examination
      of Tax Returns.
      Each
      member of the Pre-Closing Affiliated Group that is or was responsible under
      this
      Section for filing a Tax Return for any Taxable Year (a “Filing Member”) shall
      also be responsible for handling all Tax matters related to that Tax Return,
      including but not limited to dealing with and resolving issues raised in an
      audit or other examination; provided, however, that (i) the Filing Member shall
      notify in writing any other member of Pre-Closing Affiliated Group, whose Tax
      liability for any Pre-Closing Taxable Year or Straddle Year is reasonably likely
      to be affected by a change in any such Tax Return (an “Affected Member”), within
      thirty (30) days after the commencement of any audit or other examination by,
      or
      dispute with, any Tax authority with respect to such Tax Return, whether it
      relates to a Pre-Closing Taxable Year, Straddle Year or Post-Closing Taxable
      Year; (ii) each Affected Member’s authorized representative(s) shall be allowed
      to participate therein; (iii) and the Filing Member shall not settle any such
      dispute without the written consent of each Affected Member, which shall not
      be
      unreasonably withheld or delayed, unless the Filing Member then agrees in
      writing to indemnify each such Affected Member for any increase in Tax liability
      (whether such increase in Tax liability occurs prior to, contemporaneously
      with
      or in a year after the year in which the relevant activities occur) that results
      from the Filing Member’s activities under this paragraph; and (iv) the Filing
      Member shall remit to each Affected Member its allocable share of any Tax refund
      or other Tax benefit realized by the Filing Member from its activities under
      this paragraph, but only at the time and to the extent such Tax refund is
      actually received or any such Tax benefit is actually realized.

     

    (i)  Cooperation.
      HPI and
      FastFunds shall, and each shall, as applicable, cause its subsidiaries and
      affiliates to, use its best efforts to provide each other with such assistance
      as may reasonably be requested by any of them in connection with Tax matters,
      including providing information with respect to the preparation of any Tax
      Return or other document required to be filed with any Tax authority, any audit
      or other examination by any Tax authority, any judicial or administrative
      proceeding or dispute relating to liability for Taxes arising under this Section
      15;
      and
      each shall retain and provide to the other reasonable access to such records
      and
      other information as may be relevant to such Tax Return, audit, examination,
      proceeding or determination; provided, however, that a party shall be entitled
      to be reimbursed by the other party for its out-of- pocket costs in complying
      with the provisions of this paragraph with respect to Taxable Years for which
      the Tax Returns are to be filed, unless both parties (including their
      subsidiaries) are liable for the related Taxes or would benefit from a Tax
      refund or other reduction in Tax liability, in which case the parties’
reasonable out-of-pocket costs will be shared in proportion to their Tax
      liability or Tax benefit, as the case may be.

     

    (j)  Survival.
      Notwithstanding any other provision herein, the provisions of this Section
      15
      shall
      survive the Closing until the expiration of each applicable Tax statute of
      limitations, including extensions thereof.

     

    (k)  Exclusive
      Agreement.
      The
      parties hereby agree to terminate any existing Tax sharing agreement between
      or
      among members of the Pre-Closing Affiliated Group. This Section 15
      sets
      forth the exclusive and entire agreement of the parties relating to (i) sharing
      liabilities for Taxes, (ii) division of refunds of Taxes, (iii) control of
      proceedings relating to Taxes and (iv) filing of Tax Returns. 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    16.  General
      Provisions.
      This
      Agreement sets forth the parties’ final and entire agreement with respect to its
      subject matter and supersedes any and all prior understandings and agreements.
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Delaware (without regard to conflicts-of-law principles thereof)
      applicable to contracts made and to be performed within such State. If any
      provision of this Agreement shall be held by any court of competent jurisdiction
      to be illegal, invalid or unenforceable, such provision shall be construed
      and
      enforced as if it had been more narrowly drawn so as not to be illegal, invalid
      or unenforceable, and such illegality, invalidity or unenforceability shall
      have
      no effect upon and shall not impair the enforceability of any other provision
      of
      this Agreement.

     

    This
      Agreement may be modified or amended only by an instrument in writing signed
      by
      the parties hereto. No delay or failure on the part of any party to exercise
      any
      right, power or privilege hereunder shall operate as a waiver thereof; nor
      shall
      any waiver on the part of any party of any right, power or privilege hereunder
      operate as a waiver of any other right, power or privilege hereunder. This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns; however,
      it may
      not be assigned without the prior express written consent of the other party.
      For the convenience of the parties and to facilitate the execution of this
      Agreement, this Agreement may be executed in counterparts and each such executed
      counterpart shall be deemed an original instrument. This Agreement may be
      executed and delivered by one or more of the parties by facsimile or
      electronically transmitted signature and the parties agree that the reproduction
      of signatures by way of facsimile or a computer device will be treated as though
      such reproductions were executed originals.

     

    Signature
      Page Follows

     

    


     


    
      
        
           

        

        
        

      

      
        11

        
          

        

      

      
        
        

        
        

      

    



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

     

    


     

    

      
        	 	
                FastFunds
                  Financial Corporation

              
	 	 
	 	 
	 	 
	 	
                By
                  /s/
                  Barry S. Hollander

              
	 	
                Its
                  Chief
                  Executive Officer

              
	 	 
	 	
                Hydrogen
                  Power, Inc.

              
	 	 
	 	 
	 	 
	 	
                By
                  /s/
                  Henry Fong

              
	 	
                Its
                  Chief
                  Executive Officer

              


      

    

     

    
 

    
      Signature
        Page - Redemption and Release Agreement