EXHIBIT 10.1


    
      

    


    EXHIBIT
      10.1

    SETTLEMENT
      AGREEMENT

     

    This
      Settlement Agreement (the “Agreement”) is entered into effective as of May 10,
      2006, by and among FastFunds Financial Corporation, Inc., a Nevada corporation
      (“FastFunds”), and Equitex, Inc. (“Equitex”), on the one hand; and the following
      holders of certain notes: MBC Global, LLC, an Illinois limited liability company
      (“MBC”), Corporate Capital, Inc. a Minnesota corporation, Carolyn Companies, a
      Colorado corporation, Moore Investments, Inc., an Illinois corporation, Paul
      A.
      Moore, Kathy Moore, Kevin F. Flynn, as Trustee of the Kevin F. Flynn June 1992
      Non-Exempt Trust, European American Perinvest Group Bermuda., a British Virgin
      Island corporation, Fritz Voelker, John Eric Landry, Colin P. Markey, Sherie
      Swiontek, Mark Savage and Daniel Ryweck (collectively referred to as the “Note
      Holders”) on the other hand; with respect to the settlement of all claims
      between the foregoing parties to this Agreement, including those relating to
      certain Convertible Promissory Notes dated April 14, 2004, made by FastFunds
      to
      the Note Holders (as listed in Exhibit 1 attached, the “Notes”), and other
      related matters. FastFunds and the Note Holders may be collectively referred
      to
      in this Agreement as the “parties” and individually as a “party.”

     

    In
      consideration of the payments, promises, mutual covenants and releases provided
      for in this Agreement, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, FastFunds and the
      Note
      Holders, intending to be legally bound, hereby agree as follows:

     

    1. Securities.
      At a
      date mutually agreed upon by the parties, which shall be on or before the later
      of ten business days following receipt by Equitex of one or more counterpart
      originals of this Agreement signed by all of the Note Holder parties or May
      15,
      2006, Equitex shall issue and deliver to the Note Holders an aggregate of
      180,000 shares of common stock of Equitex, to be divided pro rata with the
      number of shares for each Note Holder being set forth in Exhibit 1 attached
      to
      this Agreement. All shares of Equitex common stock to be issued shall be duly
      authorized, fully paid and non-assessable and free of restrictions of any kind,
      other than restrictions noted by (i) a legend stating that the shares
      represented by the certificates are subject to the terms and conditions of
      that
      certain Stock Sale and Lock Up Agreement dated May 10, 2006, a copy of which
      is
      available from the issuing corporation upon written request, and (ii) a standard
      Securities Act restrictive

     


    
      
        
        

      

      
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    legend
      (until removal thereof pursuant to a legal opinion of Equitex’s securities
      counsel which will be delivered within one (1) business day of the effective
      date of the Registration Statement). Prior to any securities being delivered,
      each of the Note Holders shall deliver the original Notes to an escrow agent
      mutually acceptable to all of the parties. The Notes shall be returned to
      FastFunds for cancellation following the share of Equitex being issued and
      delivered to the Note Holders. The Note Holders shall also be required to
      execute and deliver a Shareholder Lockup Agreement in the form attached as
      Exhibit 2 prior to delivery of the shares.

     

    2. Price
      Protection.
      Upon
      receipt by each Note Holder of the certificates contemplated by this Agreement,
      and the subsequent release from escrow and sale of the shares by each Note
      Holder, if the dollar amount received by such Note Holder from sales of common
      stock at the conclusion of the dates set forth in the STOCK SALE AND LOCK UP
      AGREEMENT is less than an average sales price of $4.00 per share, Equitex shall
      deliver to each Note Holder, within fifteen (15) business days of receipt of
      notice to such effect, such difference in cash or additional shares of common
      stock (valued
      at a per share conversion rate equal to the median closing price of Equitex
      common stock for the thirty (30) days preceding the date of such
      notice),
      at
      Equitex’s option. The Note Holder shall provide the activity in such account to
      verify sales amounts and prices. During the period of time any of the shares
      are
      in escrow, but prior to their release, EQTX shall have a right to purchase
      some
      or all of the shares of any Note Holder in escrow at a price equal to the
      greater of the average Closing Price of the shares for the previous five(5)
      trading days or $4.00. Upon release of the shares from the Escrow Agent, this
      right shall expire, and the Note Holders may sell such shares in the market
      with
      the full price protection offered by this paragraph 2. The full price protection
      offered by this paragraph 2 shall only apply only to the shares released from
      escrow only if such shares are sold by the Note Holder within thirty (30) days
      of release of the shares from the Escrow Agent. Payment by EQTX for those shares
      purchased by EQTX shall be made within three (3) business days of EQTX’s
      purchasing of said shares.

    


     

    3. Settlement
      and Release.
      In
      consideration of the forgoing securities, each of the Note Holders, and their
      officers, directors, employees, agents, attorneys, stockholders, parent
      corporations, subsidiaries, affiliates (as defined in rules under the Securities
      Act of 1933), representatives,

     


    
      
        
        

      

      
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    successors
      and assigns, and the heirs, executors, successors and assigns thereof (the
“Note
      Holder Affiliates”) hereby forever completely
      and unconditionally release, acquit and discharge FastFunds and Equitex and
      their officers, directors, employees, agents, attorneys, stock-holders, parent
      corporations, subsidiaries, affiliates (as defined in rules under the Securities
      Act of 1933), representatives, successors and assigns, and the heirs, successors
      and assigns thereof (collectively, the “Company Affiliates”) from any and all
      past, present or future claims, demands, liabilities, actions, causes of action,
      debts, losses, counterclaims, set-offs, liabilities, damages or suits of every
      kind or nature which the Note Holders or the Note Holder Affiliates now have
      or
      may hereafter accrue against FastFunds, Equitex or the Company Affiliates,
      whether known or unknown, asserted or unasserted, absolute or contingent,
      accrued or not accrued, including but not limited to those arising out of,
      based
      upon, or in any way related to the (a) the Notes; (b) any obligations to make
      any payments, or any other monetary of non-monetary obligation or performance
      of
      any sort arising under Notes or any other documents or agreements allegedly
      entered into in connection with the Notes; (c) any alleged duty purportedly
      existing or arising between the parties; (d) any alleged obligation to make
      payment of any interest, late fees or other charges; (e) any alleged negligence,
      lack of due care, gross negligence, or alleged intentional, willful or wanton
      misconduct resulting in any alleged loss; (f) any lost profits, loss of business
      opportunities, lost investment returns, lost investment opportunities or other
      business losses; (g) any alleged conspiracy or purportedly tortious conduct,
      misapplication of proceeds, or alleged act or omission purportedly resulting
      in
      injury; (h) any alleged fraud, concealment, misrepresentation, negligent
      misrepresentation, failure to make disclosure, or allegedly misleading or
      inaccurate statements purported to have been made to by FastFunds or the Company
      Affiliates; (i) alleged infliction of emotional distress, pain, suffering or
      other similar injury; (j) any alleged costs, expenses, fees, charges, attorneys
      fees or expenses, expert witness fees or expenses, or third party costs, fees,
      expenses or charges, purportedly incurred; and (k) any other claims, demands,
      actions, causes of action or suits which the Note Holders or the Note Holder
      Affiliates asserted, attempted to assert or could have asserted against
      FastFunds, Equitex or the Company Affiliates (all of which are hereinafter
      referred to as the "Released Note Holder Claims") up to and including the date
      hereof; provided,
      however,
      that
      the obligations of FastFunds and Equitex to perform this Agreement are
      specifically excluded from the foregoing release.

     


    
      
        
        

      

      
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    4. Settlement
      and Release.
      FastFunds and the Company Affiliates hereby forever completely and
      unconditionally release, acquit and discharge the Note Holders and the Note
      Holder Affiliates from any and all past, present or future claims, demands,
      liabilities, actions, causes of action, debts, losses, counterclaims, set-offs,
      liabilities, damages or suits of every kind or nature which FastFunds or Company
      Affiliates now have or may hereafter accrue against Note Holders or the Note
      Holder Affiliates, whether known or unknown, asserted or unasserted, absolute
      or
      contingent, accrued or not accrued, including but not limited to those arising
      out of, based upon, or in any way related to the (a) the Notes; (b) any
      obligations to make any payments, or any other monetary of non-monetary
      obligation or performance of any sort arising under Notes or any other documents
      or agreements allegedly entered into in connection with the Notes; (c) any
      alleged duty purportedly existing or arising between the parties; (d) any
      alleged obligation to make payment of any interest, late fees or other charges;
      (e) any alleged negligence, lack of due care, gross negligence, or alleged
      intentional, willful or wanton misconduct resulting in any alleged loss; (f)
      any
      lost profits, loss of business opportunities, lost investment returns, lost
      investment opportunities or other business losses; (g) any alleged conspiracy
      or
      purportedly tortious conduct, misapplication of proceeds, or alleged act or
      omission purportedly resulting in injury; (h) any alleged fraud, concealment,
      misrepresentation, negligent misrepresentation, failure to make disclosure,
      or
      allegedly misleading or inaccurate statements purported to have been made to
      by
      Note Holders or the Note Holder Affiliates; (i) alleged infliction of emotional
      distress, pain, suffering or other similar injury; (j) any alleged costs,
      expenses, fees, charges, attorneys fees or expenses, expert witness fees or
      expenses, or third party costs, fees, expenses or charges, purportedly incurred;
      and (k) any other claims, demands, actions, causes of action or suits which
      FastFunds or the Company Affiliates asserted, attempted to assert or could
      have
      asserted against the Note Holders or the Note Holder Affiliates (all of which
      are hereinafter referred to as the "Released Company Claims") up to and
      including the date hereof; provided,
      however,
      that
      the obligations of the Note Holders to perform this Agreement are specifically
      excluded from the foregoing release. The Released Note Holder Claims and the
      Released Company Claims may hereafter be referred to together as the “Released
      Claims.”

     

    5. Confidentiality.
      Except
      as required by law, rule, regulation, subpoena of a court, or order of a court,
      or to

     


    
      
        
        

      

      
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    enforce
      this Agreement, the parties agree on their own behalf and on behalf of their
      respective attorneys, agents, successors and assigns that neither the Parties
      nor the attorneys, agents, successors or assigns of the parties, will disclose
      to any other person or entity: (1) the contents or substance of this Agreement,
      (2) any of the facts or matters in controversy or dispute in connection with
      the
      Case or the Released Claims, or (3) any communications prior to the date of
      this
      Agreement between the Parties with respect to the Released Claims, or this
      Agreement (the "Confidential Matters"). In the event that any of the parties,
      or
      any attorney, agent, successor or assign of any of the parties receives a
      subpoena or order requesting or requiring that any of the Confidential Matters
      be disclosed, or any of the parties, or any attorney, agent, successor or assign
      of any of the parties, decides to disclose any of the Confidential Matters
      for
      any reason other than required disclosure of publicly traded companies under
      the
      securities laws and regulations, the person or entity receiving the subpoena
      or
      order, or deciding to disclose the Confidential Matters, shall promptly notify
      the parties to this Agreement prior to disclosure, of that subpoena or order,
      or
      intent to disclose the Confidential Matters. A party may, without violating
      this
      paragraph, inform anyone that "All matters and disputes between the parties
      have
      been settled pursuant to agreement," or words of similar meaning and substance.
      A party may disclose this Agreement to that party’s attorneys or accountants,
      provided that the attorneys or accountants agree to keep the matter confidential
      pursuant to the terms of this section as if they were a party to this
      Agreement.

     

    6. Representations
      and Warranties.
      Each
      party to this Agreement represents and warrants to the others that: (a) it
      has
      full power and authority to enter into this Agreement and perform all of its
      obligations under this Agreement, has duly executed and delivered this
      Agreement, and this Agreement is legally binding on it and is enforceable in
      accordance with its terms; (b) the execution, delivery and performance of the
      transactions contemplated herein do not conflict with or violate, or result
      in a
      breach of or constitute a default under, any contract or agreement to which
      it
      is a party or by which it is bound; and (c) no consent or approval from any
      person, firm or entity, or any governmental authority or court, is required
      in
      connection with the execution and delivery of this Agreement or the consummation
      of the transactions contemplated by this Agreement. Each of the parties
      represents and warrants that it has not filed for or been the subject of any
      bankruptcy or insolvency proceeding or receivership since the Released
      Claims

     


    
      
        
        

      

      
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    arose,
      that it is competent and authorized to enter into and perform this Agreement,
      and will be bound by the terms of this Agreement. Each party to this Agreement
      represents and warrants that the party has relied upon the party’s own judgment
      and the judgment of the party’s own respective legal counsel regarding the every
      aspect of this Agreement, and that no statements or representations (expressed
      or implied) were made by any other party or any other party's agents, employees,
      officers, directors or legal representatives that have influenced or induced
      the
      party to execute this Agreement. Each party has prior to the negotiation,
      drafting and execution of this Agreement obtained for itself of sufficient
      relevant information to intelligently exercise the party’s independent judgment
      regarding this Agreement. Each of the parties assumes the risk of any mistake
      of
      fact or any fact which may be unknown to them relating to this Agreement or
      the
      Released Claims. By executing this Agreement and granting the releases in this
      Agreement, it is the full intent of each of the parties to this Agreement to
      release the opposing parties respectively from unknown or unforeseen losses,
      costs, expenses, liabilities, claims, injuries, damages and consequences thereof
      which may or will result from the Released Claims prior to or after the date
      of
      the execution of this Agreement arising out of facts that occurred prior to
      the
      date of this Agreement, regardless of when the damages were incurred.


     

    7. Warranty
      of Ownership.
      The
      Note Holders represent and warrant that they are the sole lawful owners of
      all
      of the Notes and Released Note Holder Claims free of all liens and interests,
      and that they have not transferred, encumbered or assigned any interest in
      any
      of the Released Claims to any person or entity. The Note Holders agree to
      indemnify and hold FastFunds, Equitex and the Company Affiliates harmless from
      any claims, demands, actions, causes of action or suits brought against
      FastFunds, Equitex or the Company Affiliates by any person or entity claiming
      any interest in any of the Notes or Released Note Holder Claims. 

     

    8. Accord
      and Satisfaction.
      The
      covenants, promises and agreements contained in this Agreement are made pursuant
      to a settlement between the parties to this Agreement, represent a compromise
      of
      disputed claims, and are not an admission of liability by any of the parties
      to
      this Agreement. This Agreement is in full accord and satisfaction of all
      disputed claims between the parties to this Agreement. 

     

    9. Notices.
      All
      notices permitted, provided for, necessary or convenient in connection with
      this
      Agreement shall

     


    
      
        
        

      

      
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    be
      effective (a) when the confirmation is electronically recorded after being
      sent
      by telecopier to the telecopier numbers for the parties set forth in Exhibit
      1
      attached, or (b) the next business day after being sent for overnight delivery,
      proper charges pre-paid, by a reputable overnight delivery service or U.S.
      Express Mail to the notice address of the parties set forth in Exhibit 1
      attached, or (c) upon the seventh business day after being mailed certified
      or
      registered mail, return receipt requested, proper postage prepaid to the notice
      address of the parties set forth in Exhibit 1 attached (or to any subsequent
      Notice Address for which the other parties have been given notice as provided
      for herein). 

     

    10. Exception
      From Release. Notwithstanding
      any other provision contained in this Agreement to the contrary, the parties
      hereto acknowledge and agree that this Agreement and the provisions contained
      herein do not purport to release or affect any of the rights, interests or
      claims of Paul A. Moore, Anglo Irish BK (Suisse) S.A, Fritz Voelker or Kevin
      F.
      Flynn June 1992 Non-Exempt Trust pursuant to the issuance of certain 9.5%
      Convertible Notes issued by FastFunds to such parties on December 10, 2004;
      December 22, 2004; December 3, 2004 and November 24, 2004
      respectively.

     

    11. General
      Provisions.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      and their respective heirs, successors and assigns. This Agreement may be
      executed in any number of counterparts, all of which will be considered one
      and
      the same agreement. The signatures to this Agreement may be delivered by
      facsimile or other means of electronic transmission (and signatures so delivered
      shall be valid and binding to the same extent as original signature). All of
      the
      parties, with the assistance of their counsel, have participated in the drafting
      and negotiation of this Agreement, and the Agreement shall be construed as
      if it
      were prepared by all of the parties to this Agreement, without regard to who
      originally drafted or proposed any section or term of the Agreement. This
      Agreement reflects the entire understanding between the parties to this
      Agreement, and fully supersedes and replaces any and all alleged or actual
      prior
      agreements or understandings between the parties to this Agreement. No
      statements, promises or inducements by any of the parties or any agent of any
      of
      the parties to this Agreement shall be valid or binding unless they are
      contained in this Agreement. No modification or amendment to this Agreement
      shall be valid or binding unless that modification or amendment is set forth
      in
      a subsequent written document 

     

    
      
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    executed
      by each of the parties to be bound by the amendment or modification. This
      Agreement shall be construed in accordance with the laws of the State of
      Colorado. If any provision of this Agreement or the application of that
      provision to any party or circumstances shall be held invalid, the remainder
      of
      the Agreement, or the application of that provision to the party or
      circumstances other than those to which it is held invalid, shall not be
      affected by that determination. In view of the purposes of this Agreement,
      it is
      agreed that the remedy at law for failure of any party to perform would be
      inadequate and that the injured party or parties, at its or his option, shall
      have the right to compel the specific performance of this Agreement in a court
      of competent jurisdiction, to the extent permitted by applicable law and not
      expressly prohibited by this Agreement. The prevailing party in any proceeding
      shall be entitled to recover its reasonable attorneys’ fees and costs of
      collection to enforce any provision of this Agreement. All of the
      representations and warranties in this Agreement shall survive the execution
      and
      delivery and performance of obligations pursuant to this Agreement.

     

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

     

    

      
        	 	
                FASTFUNDS
                  FINANCIAL CORPORATION:

              
	 	 
	 	 
	 	
                By:
                  /S/ MICHAEL S. CASAZZA

                Its: PRESIDENT

              
	 	 
	 	
                EQUITEX,
                  INC.

              
	 	 
	 	 
	 	
                
                  By:
                    /S/ HENRY FONG

                  Its: PRESIDENT

                

              


      

    

     

    
      

         

      




    
      
        
        

      

      
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              	 NOTEHOLDERS:
	 	 
	
                
                

              	
                MBC
                  GLOBAL, LLC:

              
	 	 
	
                 

              	 
	 	
                By: /s/
                  JON ERIC LANDRY

              
	 	
                Its: COO

              
	 	 
	 	 
	 	
                 

                CORPORATE
                  CAPITAL, INC.:

              
	 	 
	 	 
	 	
                By: /S/
                  MARK SAVAGE

              
	 	
                Its:
                  PRESIDENT

              
	 	 
	 	
                 

                CAROLYN
                  COMPANIES:

              
	 	 
	 	 
	 	
                By: /S/
                  THEODORE H. SWINDELLS

              
	 	
                Its: PRINCIPAL

              
	 	 
	 	
                 

                MOORE
                  INVESTMENTS, INC.:

              
	 	 
	 	 
	 	
                By: /S/
                  PAUL A. MOORE

              
	 	
                Its:
                       

              
	 	 
	 	
                 

                PAUL
                  A. MOORE

              
	 	 
	 	
                 

                /S/
                  PAUL A. MOORE

              
	 	 
	 	
                 

                KATHY
                  MOORE

              
	 	 
	 	
                 

                /S/
                  KATHY MOORE

              


      

       

      
        	 	 
	 	
                 

                KEVIN
                  F. FLYNN JUNE 1992 NON-EXEMPT TRUST:

              
	 	 
	 	 
	 	
                By: /S/
                  KEVIN F. FLYNN

              
	 	
                Its
                  Trustee

              
	 	 


      

    

     

    
      
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                EUROPEAN
                  AMERICAN PERINVEST GROUP BERMUDA

              
	 	 
	 	 
	 	
                By: /S/
                  THEODORE H. SWINDELLS

              
	 	
                Its: SHAREHOLDER

              
	 	 
	 	
                FRITZ
                  VOELKER

              
	 	 
	 	 
	 	
                /S/
                  FRITZ VOEKLER

              
	 	 
	 	 
	 	 
	 	
                JON
                  ERIC LANDRY

              
	 	 
	 	 
	 	
                /S/
                  JON ERIC LANDRY

              
	 	 
	 	
                COLIN
                  P. MARKEY

              
	 	 
	 	 
	 	
                /S/
                  COLIN P. MARKEY

              
	 	 
	 	 
	 	
                SHERIE
                  SWIONTEK

              
	 	 
	 	 
	 	
                /S/
                  SHERIE SWIONTEK

              
	 	 
	 	
                MARK
                  SAVAGE

              
	 	 
	 	 
	 	
                /S/
                  MARK SAVAGE

              
	 	 
	 	
                DANEIL
                  RYWECK

              
	 	 
	 	 
	 	
                /S/
                  DANIEL RYWECK

              


      

    

    


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