EXHIBIT 10.3


    
      

    

     

    EXHIBIT
      10.3

    STOCK
      SALE AND LOCK-UP AGREEMENT

     

    AGREEMENT
      dated as of the May 10,
      2006,
      by and
      among Equitex, Inc., (the “Company”),
      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 “Shareolders or Shareholder”)


     

    W
      I T N E
      S E T H:

     

    WHEREAS,
      the
      Company
      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 each Shareholder received
      shares of common stock of the Company; 

     

    WHEREAS,
      pursuant to the terms of the Settlement Agreement the parties hereto have agreed
      to place
      certain restrictions on the
      sale
      or transfer of the Shareholder’s Stock.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements and covenants contained
      herein and for other valuable consideration receipt of which is hereby
      acknowledged, it is agreed as follows:

     

    1. Except
      as
      provided herein, the Shareholder agrees that the Shareholder
      will not
      sell, pledge or otherwise dispose of any of the Shareholder’s
      Stock for a period of 3 months from the date hereof.
      The
      Shareholder shall be permitted to sell a maximum of one-third of the shares
      received by the respective Shareholder every thirty days, beginning with the
      delivery of the first certificates. An Escrow Agreement shall be entered into
      whereby EQTX shall deliver to the Escrow Agent three certificates in the name
      of
      each Shareholder. Upon receipt of the shares, the Escrow Agent shall release
      those shares as permitted and each thirty days thereafter in accordance with
      the
      terms of the Escrow.

    


    2.The
      foregoing restrictions on the sale of the Shareholder’s Stock does not
      prohibit:
      (a) any
      pledge of Shares made pursuant to a bona fide loan transaction that creates
      a
security
      interest; (b)
      any
      transfer to the ancestors, descendants (including adopted children) or spouse
      of
      the Shareholder or to trusts for the benefit of such persons or the Shareholder;
      (c) any transfer to any entity which is wholly owned or controlled by the
      Shareholder; (d) any bona fide gift; (e) transfers or distributions pursuant
      to
      testamentary transfers or pursuant to the laws of intestate succession; or,
      (f)
      transfers to any affiliates (officers, directors, or 5% shareholders) of the
      Shareholder involving less than 5% of the
      Company’s
      outstanding shares; provided that
      the
      Shareholder shall inform the Company and the recipient of such pledge, transfer
      or gift prior to effecting it.
      Notwithstanding the foregoing, in the event of a pledge, transfer or gift
      according to the foregoing all certificates shall bear the notation and be
      subject to the restrictions set forth in section 1 herein. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
       The
      restrictions set forth in paragraph 2 also shall only lapse and be of no further
      effect upon the dissolution of the Company. 

     

    4.
       The
      limitation on the number of shares of common stock which may be sold hereunder
      pursuant to paragraph 2 hereof shall be adjusted proportionally to reflect
      any
      stock dividend or stock split,
      combination of shares, merger, or consolidation
      effected
      by the Company.

     

    5 Each
      of
      the Parties hereto represents and warrants to the other that it has the
      requisite power, corporate or otherwise, and authority to enter into and perform
      this Agreement and the transactions contemplated hereby; that the execution,
      issuance and delivery of this Agreement and the agreements and transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate action and no further consent or authorization on behalf of the
      Parties is required; and that this Agreement constitutes the valid and binding
      obligation of each of the Parties enforceable against each of the Parties in
      accordance with its terms.

     

    6.
       The
      Parties hereby covenant, each to the other, that it and they shall execute
      any
      further documentation as may be required reasonably to give effect to this
      Agreement, the agreements referred to herein, and the transactions contemplated
      hereby and thereby.

     

    7.
       This
      Agreement is irrevocable and shall be binding on the undersigned and the
      respective successors, heirs, personal representatives, and assigns of the
      undersigned.

    


    8.
       This
      Agreement sets forth the entire understanding of the Parties hereto with respect
      to the subject matter hereof, merges and supersedes all existing agreements
      between or among any of them concerning the subject matter hereof, and may
      be
      altered or amended only by written instrument duly executed by the Party against
      whom such alteration or amendment is sought to be enforced.

     

    9.
       All
      notices or other communications given or made pursuant hereto shall be in
      writing and shall be deemed given if delivered personally or by facsimile or
      sent by overnight courier to the Parties at the following addresses (or at
      such
      other address or facsimile number for the Party as shall be specified by like
      notice):

     

    Company:    Equitex,
      Inc.

            7315
      East Peakview Avenue

    Englewood,
      Colorado 80111

     

    Shareholder: Shareholders
      and addresses as set forth Exhibit 1.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.
       This
      Agreement shall be governed and construed in accordance with the laws of the
      State of Delaware applicable to agreements made and to be performed entirely
      within such State.

     

    11.
       This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed, as of the day and year first above written.

     

     

    
      
        	
              	
                 

                Equitex,
                  Inc.

              
	 	
                 

                By:/S/
                  HENRY FONG

                Name:
                  Henry
                  Fong

                Title:
                  President

              


      



    


    
      	
            	
              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