EXHIBIT 10.2


    
      

    

    EXHIBIT
      10.2

    
 

    NOTE
      AND SECURITY AMENDMENT AGREEMENT

    


    THIS
      NOTE AND SECURITY AMENDMENT AGREEMENT (the
      “Agreement”)
      is
      made and entered into as of the 29th day of December, 2006, by and among
      Hydrogen Power, Inc. (f/k/a Equitex, Inc.), a Delaware corporation
      (“HPI”),
      FastFunds Financial Corporation (f/k/a Seven Ventures, Inc.), a Nevada
      corporation (“FastFunds”),
      Pandora Select Partners, L.P., a British Virgin Islands limited partnership
      (“Pandora”),
      and
      Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited
      partnership (“Whitebox”
      together with Pandora, the “Secured
      Parties”).

    


    R
      E C I T A L S
      :

    


    WHEREAS,
      on
      March 8, 2004, HPI and Secured Parties entered into a Purchase Agreement (the
      “March
      2004 Purchase Agreement”)
      pursuant to which Pandora and Whitebox loaned $3,000,000 and $2,000,000,
      respectively, to HPI documented by a revised set of Convertible Secured
      Promissory Notes of the same date issued on June 4, 2004, as amended pursuant
      to
      an Amendment to Secured Convertible Promissory Notes dated September 15, 2005
      (such notes, as so revised and amended, being the “March
      2004 HPI Notes”);

    


    WHEREAS,
      on
      September 15, 2005, HPI and Secured Parties entered into a second Purchase
      Agreement (the “September
      2005 Purchase Agreement”)
      pursuant to which Pandora and Whitebox loaned an additional $900,000 and
      $600,000, respectively, to HPI documented by Secured Convertible Promissory
      Notes of the same date (the “September
      2005 HPI Notes”);

    


    WHEREAS,
      on
      September 15, 2005, HPI and Secured Parties entered into an Amended Security
      Agreement (the “Amended
      HPI Security Agreement”)
      pursuant to which HPI reconfirmed the pledge of all of its assets to secure,
      among other matters, the repayment of the March 2004 HPI Notes and the September
      2005 HPI Notes;

    


    WHEREAS,
      on
      September 15, 2005, HPI and Secured Parties entered into a Stock Pledge
      Agreement (the “Stock
      Pledge Agreement”)
      pursuant to which HPI pledged 7,700,000 shares of FastFunds Common Stock owned
      by HPI to Secured Parties as additional collateral to secure, among other
      matters, the payment and performance of all obligations under the Amended HPI
      Security Agreement;

    


    WHEREAS,
      on
      March 8, 2004, Chex Services, Inc., a Minnesota corporation formerly a
      subsidiary of HPI and now a subsidiary of FastFunds (“Chex”),
      and
      Secured Parties entered into a Guaranty Agreement (the “Chex
      Guaranty Agreement”)
      and a
      Chex Guaranty Security Agreement (the “Chex
      Guaranty Security Agreement”)
      pursuant to which Chex guaranteed HPI’s payment and performance obligations
      related to the March 2004 HPI Notes;

    


    WHEREAS,
      in
      connection with a Redemption, Stock Sale and Release Agreement of this date
      between HPI and FastFunds, a copy of which is attached as Exhibit A hereto
      (the
“Redemption
      Agreement”),
      HPI
      has requested that Secured Parties enter into a Consent and Release Agreement
      of
      this date, a copy of which is attached as Exhibit B hereto (the “Consent
      and Release Agreement”);
      and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      as a
      condition of entering into the Consent and Release Agreement, the Secured
      Parties require HPI and FastFunds to enter into this Agreement; NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS:

    


    1. Amendment
      of the March 2004 HPI Notes.
      Each of
      the March 2004 HPI Notes is further amended as follows:

    


    (a) Interest
      (Section 2 of the March 2004 HPI Notes).
      From
      and after the date of this Agreement, the 7% per annum interest rate in Section
      2 of each of the March 2004 HPI Notes is increased to 10% per annum, and the
      10%
      per annum interest rate upon an event of default is increased to 13% per
      annum.

    


    (b) Payment
      (Section 3 of the March 2004 HPI Notes).
      

    


    (i) Pandora
      Note.
      On
      January 8, 2007, HPI shall pay $86,066.57 as amortized principal and interest.
      Commencing on February 8, 2007, and on the 8th day of each of the following
      10
      months, the amortized principal and interest payable by HPI is $89,344.81 (which
      increased amount constitutes the new “Monthly Scheduled Payment” on the Pandora
      note).

    


    (ii) Whitebox
      Note.
      On
      January 8, 2007, HPI shall pay $57,367.46 as amortized principal and interest.
      Commencing on February 8, 2007, and on the 8th day of each of the following
      10
      months, the amortized principal and interest payable by HPI is $59,552.56 (which
      increased amount constitutes the new “Monthly Scheduled Payment” on the Whitebox
      note).

    


    (c) Default
      (Section 9 of the March 2004 HPI Notes).

    


    (i) Cash
      Balance Reporting.

    


    (A) Section
      9(a)(vii) is amended to read as follows:

    


    (vii) The
      Maker
      fails at any time (whether or not such failure is timely reported to Payee
      as
      provided by subsection (viii) below) to maintain a cash balance as compared
      to
      the balance of principal and interest due under the Convertible Secured Notes
      in
      a ratio equal to at least 1.4 to 1.

    


    (B) A
      new
      Section 9(a)(viii) is added, to read as follows:

    


    (viii) The
      Maker
      fails to deliver to Payee, not later than the 1st day of each month (starting
      with January 1, 2007) and the 15th of each month (starting with January 15,
      2007), a statement signed by the Maker’s Chief Executive Officer certifying
      that, as of the date of such statement, the Maker is in compliance with the
      cash
      balance requirement described in subsection (vii) above; or if, at any time,
      Maker is not in compliance with subsection (vii) above, the Maker fails to
      deliver to Payee, not later than the first business day after such
      non-compliance, a 

     

     

    
      
        
        

      

      
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    statement
      signed by the Maker’s Chief Executive Officer certifying such
      non-compliance.

    


    (ii) Other
      Covenants.
      New
      Sections 9(a)(ix) and (x) are added, to read as follows:

    


    (ix) The
      Maker
      shall be in material default of any term, provision or agreement of any of
      (A)
      the Convertible Secured Notes including, without limitation, Section 6
      thereunder, (B) the Purchase Agreement dated September 15, 2005, by and among
      Maker, Pandora Select Partners, L.P. (“Pandora”) and Whitebox Hedged High Yield
      Partners, L.P. (“WHHY”), (C) the Stock Pledge Agreement dated September 15,
      2005, by and among Maker, Pandora and WHHY, (D) the Registration Rights
      Agreements dated March 8, 2004 and September 15, 2005 by and among Maker,
      Pandora and WHHY, (E) the Guaranty Agreement dated March 8, 2004, by and among
      Chex Services, Inc. (“Chex”), Pandora and WHHY, (F) the Chex Guarantee Security
      Agreement dated March 8, 2004, by and among Chex, Pandora and WHHY, (G) the
      warrants to purchase shares of Common Stock issued or issuable from time to
      time
      to Pandora and WHHY or (H) the Note and Security Amendment Agreement dated
      December 27, 2006, by and among Maker, FastFunds Financial Corporation, Pandora
      and WHHY.

    


    (x) Wayne
      W.
      Mills shall be in default of any term, provision or agreement contained in his
      Guaranty of this date and such default is not cured within ten (10) days after
      written notice from Payee.

    


    (iii) Confession
      of Judgment.
      New
      Section 9(e) is added, to read as follows:

    


    (e) Upon
      any
      event of default, and in addition to Payee’s other rights, Payee may confess
      judgment on Maker’s behalf (as Maker’s attorney-in-fact) for all amounts due
      under this Note (including costs of collection) pursuant to the terms of the
      Confession of Judgment dated December 27, 2006.

    


    2. Reconfirmations;
      Delivery of FastFunds Stock Certificate.
      By its
      signature below, FastFunds (as successor in interest to Chex) reconfirms its
      obligations under the Chex Guaranty Agreement and the Chex Guaranty Security
      Agreement. Without limiting the foregoing, FastFunds and HPI reconfirm that,
      despite the Redemption Agreement and the Consent and Release Agreement, Secured
      Parties maintain a first priority security interest in all of HPI and FastFunds
      (and their current and future subsidiaries’) respective assets to secure
      repayment of the March 2004 HPI Notes. Upon consummation of the 

     

     

    
      
        
        

      

      
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    FastFunds
      stock redemption contemplated by the Redemption Agreement, HPI and FastFunds
      will promptly deliver to Secured Parties the original certificate (along with
      a
      stock power endorsed in blank by HPI) representing the 3,500,000 shares of
      FastFunds Common Stock owned by HPI thereafter. The execution and delivery
      of
      this Agreement also does not affect Secured Parties’ rights as so preserved in
      the Consent and Release Agreement.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto affixed their signatures.

    


    


    

      
        	
                Hydrogen
                  Power, Inc.

              	 	
                FastFunds
                  Financial Corporation

              
	 	 	 
	 	 	 
	
                By
                  /s/ Henry Fong

              	 	
                By     

              
	
                Its
                  Chief Executive Officer   

              	 	
                Its     

              
	 	 	 
	
                Pandora
                  Select Partners, L.P.

              	 	
                Whitebox
                  Hedged High Yield Partners, L.P.

              
	 	 	 
	 	 	 
	
                By     

              	 	
                By     

              
	
                Its     

              	 	
                Its     

              


      


       

    

     

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