Exhibit 10.1


    Exhibit
      10.1

    
 

    GUARANTY
      AGREEMENT

     

    


     

    This
      Guaranty Agreement is
      made
      and entered into effective as of December 22, 2005, by and among Equitex, Inc.,
      a Delaware corporation (“Equitex”),
      and
      Game Financial Corporation, a Minnesota corporation (“Game
      Financial”).

     

     

    INTRODUCTION

     

    A. Game
      Financial, FastFunds Financial Corporation, a Nevada corporation and
      consolidated subsidiary of Equitex (“FastFunds”),
      and
      Chex Services, Inc., a Minnesota corporation and wholly owned subsidiary of
      FastFunds (“Chex
      Services”),
      are
      parties to an Asset Purchase Agreement of even date herewith (the “Purchase
      Agreement”), pursuant to which Game Financial is purchasing substantially all of
      the assets of Chex Services.

     

    B. The
      Purchase Agreement contemplates Equitex’s execution and delivery of a Guaranty
      Agreement, in the form of this Agreement, under which Equitex will
      unconditionally guarantee all of the representations, warranties and obligations
      of FastFunds and Chex Services under the Purchase Agreement and agree to certain
      other terms and conditions. Game Financial’s willingness to enter into the
      Purchase Agreement is conditioned upon the execution of this Guaranty
      Agreement.

     

     

    AGREEMENT

     

    Now,
      Therefore,
      in
      consideration of the foregoing, the parties hereby agree as
      follows:

     

    1. General
      Guarantee.
      Equitex
      hereby unconditionally guarantees the performance and payment of and by
      FastFunds and Chex Services of all covenants, agreements and obligations
      (including indemnification) under the Purchase Agreement, and all of the
      representations and warranties of FastFunds and Chex Services in the Purchase
      Agreement, subject to the terms, conditions and time periods set forth in the
      Purchase Agreement; provided, however, that Equitex shall have the right to
      assert all defenses, offsets and counterclaims that FastFunds or Chex Services
      may have against Game Financial as a condition to all its obligations
      hereunder.

     

    2. Representations
      and Warranties.
      Equitex
      hereby joins in the representations and warranties set forth in Section 6 of
      the
      Purchase Agreement with respect to itself (as though it were a “Chex Entity” as
      defined in the Purchase Agreement) and with respect to FastFunds and Chex
      Services. For purposes of such representations and warranties, this Guaranty
      Agreement shall be considered an “Ancillary Agreement.”

     

    3. Covenants
      and Agreements.
      Equitex
      agrees to be bound by the covenants and agreements set forth in Section 8 of
      the
      Purchase Agreement as though it were a “Chex Entity” as defined in the Purchase
      Agreement, including without limitation Sections 8.1 (Conduct of Business),
      8.3
      (Confidentiality), 8.10 (Exclusivity) and 8.11 (Covenant Not to
      Compete).

     

    4. Indemnification.
      In
      addition to its general guarantee above, Equitex agrees to indemnify and hold
      harmless the Game Financial Indemnified Parties as set forth in Section 10
      of
      the Purchase Agreement as though Equitex were a “Chex Entity” directly obligated
      by Section 10.

     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. General.
      For the
      convenience of the parties and to facilitate the execution of this Agreement,
      any number of counterparts hereof may be executed and each such executed
      counterpart shall be deemed to be an original instrument. In addition,
      signatures may be delivered by facsimile or other means of electronic
      transmission, and signatures so delivered shall constitute valid and binding
      signatures to this Agreement to the same extent as original
      signatures.

     

    This
      Agreement (together with the Purchase Agreement) sets forth the parties’ final
      and entire agreement with respect to its subject matter and supersedes any
      and
      all prior understandings and agreements.

     

    


     

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    In
      Witness Whereof,
      the
      parties hereto have caused this Guaranty Agreement to be duly signed in their
      respective names all as of the date and year first above written.

     

    


    
      
        
          	 	
                  EQUITEX:

                
	 	
                  EQUITEX,
                    INC.

                  a
                    Delaware corporation

                   

                
	 	
                  /s/
                    Henry Fong

                
	 	
                  Henry
                    Fong,
                    President

                
	 	 
	 	
                  GAME
                    FINANCIAL:

                
	 	
                  GAME
                    FINANCIAL CORPORATION:

                  a
                    Minnesota corporation

                
	 	 
	 	
                  By:/s/
                    Renz R. Nichols

                
	 	
                  Name:Renz
                    R. Nichols

                  Title:
                    President

                


        

      

    

    


     

    


     

    


    Signature
      Page - Guaranty Agreement