EXHIBIT 10.4


    
      

    

     

    EXHIBIT
      10.4


    ESCROW
      AGREEMENT

    


    


     

    


    


    THIS
      ESCROW AGREEMENT
      (the
“Agreement”) made as of May 10, 2006, by and among FastFunds Financial
      Corporation (“FastFunds”), Equitex, Inc. (“EQTX”) and 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 “Shareholders or Shareholder”) and Baum and
      Gustafson, P.C. (the “Escrow Agent”).

     

     

    Recitals

    Settlement
      Agreement

    


    WHEREAS,
      FastFunds, Equitex and the Shareholders have entered into a Settlement Agreement
      dated May 10, 2006 (the “Settlement
      Agreement”);
      

     

    WHEREAS,
      pursuant to the terms of the Settlement
      Agreement
      the
      Shareholder received shares of common stock of the Company;

     

    WHEREAS,
      the Shareholder shall initially receive a total of 180,000 shares of the
      Company’s common stock, or such greater amount as determined by the Settlement
      Agreement ( “Shareholder’s Stock”) as allocated under Exhibit 1;
      and

     

    WHEREAS,
      FastFunds, EQTX and the Shareholders propose to enter into an Escrow Agreement
      whereby the Escrow Agent shall hold certain of the certificates of EQTX pursuant
      to the terms and conditions of the Settlement
      Agreement, a
      copy of
      which is attached hereto and made a part hereof; and

     

    WHEREAS,
      the
      Escrow Agent has agreed to hold said certificates pursuant to the terms and
      conditions of the Settlement
      Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto hereby agree as follows:

    


    Agreement 

     

    1.
       Holding
      of Document..
      The
      Escrow Agent shall hold those certificates delivered to it under the terms
      and
      conditions of the Settlement
      Agreement. EQTX
      will


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      delivering to the Escrow Agent three (3) certificates of EQTX of each
      Shareholder in equal amounts. See Exhibit I attached which sets forth the Stock
      Ownership.  

     

     

    2.
       Rights,
      Duties and Responsibilities of Escrow Agent.
      It is
      understood and agreed that the duties of the Escrow Agent are purely ministerial
      in nature, and that:

     

    2.1 The
      Escrow Agent shall notify EQTX and Shareholders of receipt of the certificates
      as set forth in the Settlement
      Agreement. 

    


    2.2
      The Escrow
      Agent shall release one certificate of the three originally received every
      thirty days to each Holder. The first certificate shall be released within
      two
      business days upon receipt of the certificates. The certificates shall be
      delivered to each Holder at the address provided, via overnight
      delivery.

     

    2.3
       The
      Escrow Agent shall not be responsible for or be required to enforce any of
      the
      terms or conditions of the Settlement
      Agreement
      or any
      other agreement between FastFunds, EQTX and Shareholders nor shall the Escrow
      Agent be responsible for the performance by EQTX or Shareholders of their
      respective obligations under the Settlement
      Agreement.

     

    2.4
       The
      Escrow Agent shall not be required to keep records of any information except
      for
      acknowledgement of receipt and disbursements of the various certificates as
      described in the Settlement
      Agreement. 

     

    2.5
      The
      Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
      the contents, and assume the genuineness of any notice, instruction,
      certificate, signature, instrument or other document which is given to the
      Escrow Agent pursuant to this Agreement without the necessity of the Escrow
      Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be
      obligated to make any inquiry as to the authority, capacity, existence or
      identity of any person purporting to give any such notice or instructions or
      to
      execute any such certificate, instrument or other document.

     

    2.6 If
      the
      Escrow Agent is uncertain as to its duties or rights hereunder or shall receive
      instructions with respect to the documents delivered to it by EQTX and/or
      Shareholders which, in its sole determination, are in conflict either with
      other
      instructions received by it or with any provision of this Agreement, it shall
      be
      entitled to hold the Escrowed Documents pending the resolution of such
      uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a
      court or courts of competent jurisdiction or otherwise.

     

    2.8
       The
      Escrow Agent shall not be liable for any action taken or omitted hereunder,
      or
      for the misconduct of any employee, agent or attorney appointed by it, except
      in
      the case of willful misconduct or gross negligence. The Escrow
      Agent


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    shall
      be
      entitled to consult with counsel of its own choosing and shall not be liable
      for
      any action taken, suffered or omitted by it in accordance with the advice of
      such counsel.

     

    3. Amendment;
      Resignation or Removal of Escrow Agent.
      This
      Agreement may be altered or amended only with the written consent of EQTX,
      the
      Shareholders and the Escrow Agent. The Escrow Agent may resign and be discharged
      from its duties hereunder at any time by giving written notice of such
      resignation to EQTX and the Shareholders specifying a date when such resignation
      shall take effect and upon delivery of the Documents to the successor escrow
      agent. Such successor escrow agent shall become the Escrow Agent hereunder
      upon
      the resignation date specified in such notice. The Escrow Agent shall continue
      to serve until its successor accepts the escrow and receives the Fund. EQTX
      and
      the Shareholders shall have the right at any time to remove the Escrow Agent
      and
      substitute a new escrow agent by giving notice thereof to the Escrow Agent
      then
      acting. Upon its resignation and delivery of the Fund as set forth in this
      Section 4, the Escrow Agent shall be discharged of and from any and all further
      obligations arising in connection with the escrow contemplated by this
      Agreement. 

     

    4.
       Escrow
      Agent’s Fees.
      The
      Escrow Agent shall be entitled to receive from EQTX a fee of Three Thousand
      Five
      Hundred Dollars ($3,500.00) as compensation for its basic services hereunder.
      Such fee is intended as full compensation for the Escrow Agent’s services as
      contemplated by this Agreement; provided, if the Escrow Agent renders any
      material service not contemplated in this Agreement, or there is any assignment
      of any interest in the subject matter of this Agreement, or any material
      modification hereof, of if any material controversy arises hereunder, or the
      Escrow Agent is a made a party to or justifiably intervenes in any litigation
      pertaining to this Agreement, or the subject matter hereof, the Escrow Agent
      shall be reasonably compensated by EQTX for such extraordinary services and
      be
      reimbursed for all costs and expenses occasioned by any delay, controversy,
      litigation or event, and the same may be recoverable from FastFunds
      only.

     

    5.
       Indemnification
      and Contribution.

    


    5.1
       EQTX
      agrees to indemnify the Escrow Agent and its officers, directors, employees,
      agents and shareholders (collectively referred to as the “Indemnitees”) against,
      and hold them harmless of and from, any and all loss, liability, cost, damage
      and expense, including without limitation, reasonable counsel fees, which the
      Indemnitees may suffer or incur by reason of any action, claim or proceeding
      brought against the Indemnitees arising out of or relating in any way to this
      Agreement or any transaction to which this Agreement relates, unless such
      action, claim or proceeding is the result of the willful misconduct or gross
      negligence of the Indemnitees.

     

    5.2
       If
      the
      indemnification provided for in Section 5.1 is applicable, but for any reason
      is
      held to be unavailable, EQTX shall contribute such amounts as are just and
      equitable to pay, or to reimburse the Indemnitees for, the aggregate of any
      and
      all


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    losses,
      liabilities, costs, damages and expenses, actually incurred by the Indemnitees
      as a result of or in connection with, and any amount paid in settlement of,
      any
      action, claim or proceeding arising out of or relating in any way to any actions
      or omissions of the Indemnitors.

     

    5.3
       The
      provisions of this Article 5 shall survive any termination of this Agreement,
      whether by disbursement of the Fund, resignation of the Escrow Agent or
      otherwise.

     

    6. Termination
      of Agreement.
      This
      Agreement shall terminate on the final delivery of the various documents
      deposited with the Escrow Agent by EQTX and the Shareholders, pursuant to the
      terms and conditions of the Settlement
      Agreement,
      provided that the rights of the Escrow Agent and the obligations of the other
      parties hereto under Section 5 shall survive the termination hereof and the
      resignation or removal of the Escrow Agent.

     

    7.
       Governing
      Law and Assignment.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Colorado, without regard to the conflicts of laws principles thereof,
      and shall be binding, upon the parties hereto and their respective successors
      and assigns; provided,
      however,
      that
      any assignment or transfer by any party of its rights under this Agreement
      or
      with respect to the Escrow Amounts or the Fund shall be void as against the
      Escrow Agent unless (a) written notice thereof shall be given to the Escrow
      Agent; and (b) the Escrow Agent shall have consented in writing to such
      assignment or transfer.

     

    8
       Notices.
      All
      notices, requests, demands, and other communications under the Escrow Agreement
      shall be in writing and shall be deemed to have been duly given (a) on the
      date
      of service if served personally on the party to whom notice is to be given,
      (b)
      on the day of transmission if sent by facsimile/email transmission to the
      facsimile number/email address given below, and telephonic confirmation of
      receipt is obtained promptly after completion of transmission, or (c) on the
      day
      after delivery to Federal Express or similar overnight courier or the Express
      Mail service maintained by the United States Postal Service, to the parties
      as
      follows:

     

    If
      to
      EQTX

    


    Equitex,
      Inc.

    Attention:
      Henry Fong, Chairman

    7315
      East
      Peakview Avenue

    Englewood,
      Col. 80111

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      to
      Shareholders:

    


    Name
      and
      Addresses of Shareholders are set forth on Exhibit I which is attached hereto
      and made a part hereof.

    


    If
      to the
      Escrow Agent:

    


    Baum
      and
      Gustafson, P.C.

    Attention:
      Lawrence E. Gustafson

    600
      Grant
      St.

    Suite
      300

    Denver,
      Col. 80203

    Phone:
      (303) 629-7272

    Fax:
      (303) 825-1160

    


    


    9.
       Severability.
      If any
      provision of this Agreement or the application thereof to any person or
      circumstance shall be determined to be invalid or unenforceable, the remaining
      provisions of this Agreement or the application of such provision to persons
      or
      circumstances other than those to which it is held invalid or unenforceable
      shall not be affected thereby and shall be valid and enforceable to the fullest
      extent permitted by law.

     

    10.
       Execution
      in Several Counterparts.
      This
      Agreement may be executed in several counterparts or by separate instruments
      and
      by facsimile transmission, and all of such counterparts and instruments shall
      constitute one agreement, binding on all of the parties hereto.

     

    11.
       Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings (written or oral) of the parties in connection
      therewith.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
      and
      year first above written.

     

     

    

      
        	 	
                 

              
	 	
                 EQUITEX,
                  INC.

              
	 	
                 

              
	 	
                 

              
	 	
                 

              
	 	
                By:
                  /s/ Henry Fong

              
	 	
                Name:
                  Henry Fong

              
	 	
                Title:
                  Chairman

              
	 	 
	 	
                 

              
	 	
                 

              
	 	
                 

              
	 	
                BAUM
                  AND GUSTAFSON, P.C.

              
	 	 
	 	 
	 	 
	 	
                By:
                  /s/ Lawrence E. Gustafson

              
	 	
                Name:
                  Lawrence E. Gustafson

              


      

    

    
    

     

     

    
      
        	 	 SHAREHOLDERS:
	 	 
	
              	
                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

              
	 	 
	 	
                EUROPEAN
                  AMERICAN PERINVEST GROUP BERMUDA

              
	 	 
	 	 
	 	
                By: /S/
                  THEODORE H. SWINDELLS

              
	 	
                Its: SHAREHOLDER

              


      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            
	 	
              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

            
	 	 
	 	    FRITZ
              VOELKER
	 	 
	 	 
	 	     /S/
              FRITZ VOEKLER