EXHIBIT
        10.1

       

      SHARE
        EXCHANGE AGREEMENT

       

      This
        Share Exchange Agreement (the “Agreement”)
        is
        entered into as of December 5, 2005, between Equitex, Inc., a Delaware
        corporation (“Equitex”),
        and
        Aton Select Fund
        Limited (“Aton”).

       

      INTRODUCTION

       

      A.  Hydrogen
        Power Inc., a Delaware corporation (“HPI”),
        Equitex and EI Acquisition Corp., a Delaware corporation that is wholly owned
        by
        Equitex (the “Merger
        Sub”)
        have
        entered into an agreement and plan of merger and reorganization dated September
        13, 2005 (the “Merger
        Agreement”)
        whereby HPI and Merger Sub will merge with the surviving corporation being
        a
        subsidiary of Equitex (the “Merger”).

       

      B.  Equitex
        and Aton have agreed to the acquisition by Equitex of 850,000 shares of the
        common stock of HPI held by Aton in exchange for the issuance to Aton of
        700,000
        shares of the common stock of Equitex as a transaction to occur in advance
        and
        as part of the Merger. 

       

      C.  HPI,
        Equitex and Merger Sub have entered into a first amendment to the Merger
        Agreement that contemplates the agreement of the parties to the completion
        of
        the share exchange on the terms and subject to the conditions of this Agreement
        (the “First
        Amendment Agreement”).
        

       

      AGREEMENT

       

      Now,
        therefore, in consideration of the foregoing premises, and the representations,
        warranties and covenants contained herein, the parties hereto agree as
        follows:

       

      ARTICLE
        1.

      DEFINITIONS

       

      1.1  Definitions.
        The
        following terms will have the following meanings for all purposes of this
        Agreement.

       

      (a)  “Agreement”
        shall mean this Agreement, and all the exhibits, schedules and other documents
        attached to or referred to in the Agreement, and all amendments and supplements,
        if any, to this Agreement.

       

      (b)  “Aton”
        shall mean Aton Select Fund Limited.

       

      (c)  “Closing”
        shall mean the closing of the Transaction at which the Closing Documents
        shall
        be exchanged by the parties, except for those documents or other items
        specifically required to be exchanged at a later time.

       

      (d)  “Closing
        Documents” shall mean the papers, instruments and documents required to be
        executed and delivered at the Closing pursuant to this Agreement.

       

      (e)  “Equitex
        Shares” means those 700,000 shares of common stock of Equitex to be issued by
        Equitex to Aton in exchange for the HPI Shares pursuant to this
        Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (f)  “Exchange
        Act” shall mean the United States Securities Exchange Act of 1934, as
        amended.

       

      (g)  “HPI
        Shares” means those 850,000 shares of Common Stock of HPI to be acquired by
        Equitex from Aton pursuant to this Agreement.

       

      (h)  “SEC”
        shall mean the United States Securities and Exchange Commission.

       

      (i)  “Securities
        Act” shall mean the United States Securities Act of 1933, as
        amended.

       

      (j)  “Transaction”
        shall mean the acquisition by Equitex of the HPI Shares from Aton in exchange
        for the issuance of the Equitex Shares by Equitex to Aton.

       

      1.2  Schedules.
        The
        following appendices and schedules are attached to and form part of this
        Agreement:

       

      Schedule
        A Definition
        of U.S. Person

      Schedule
        B Investment
        Agreement of Non-U.S. Person

      


      1.3  Currency.
        All
        dollar amounts referred to in this agreement are in United States funds,
        unless
        expressly stated otherwise.

       

      ARTICLE
        2.

      ACQUISITION
        AND SALE OF SHARES

       

      2.1  Acquisition
        and Sale of Shares.
        Subject
        to the terms and conditions of this Agreement, Aton hereby covenants and
        agrees
        to sell, assign and transfer to Equitex, and Equitex hereby covenants and
        agrees
        to acquire from Aton on the Closing Date (as defined in Section 7.1),
        the
        HPI Shares held by Aton.

       

      2.2  Consideration.
        As
        consideration for acquisition of the HPI Shares, Equitex shall issue the
        Equitex
        Shares to Aton on the basis of 0.823529 Equitex Shares for each one share
        of HPI
        transferred by Aton to Equitex. Aton acknowledges and agrees that the Equitex
        Shares will be issued pursuant to available exemptions from the prospectus
        and
        registration requirements of the Securities Act and accordingly will be
“restricted securities”, as defined in Rule 144 the Securities Act. Aton agrees
        to abide by all applicable resale restrictions and hold periods imposed by
        all
        applicable securities legislation. 

       

      Aton
        acknowledges and agrees that the Equitex Shares will be endorsed with a legend
        as required by Regulation S substantially as follows:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON
        EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES
        MAY
        NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY
        ARE
        REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM
        SUCH
        REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
        UNLESS IN COMPLIANCE WITH THE ACT.

       

      2.3  Exchange
        of Warrants.
        Notwithstanding their terms, all outstanding warrants to purchase shares
        of
        HPI’s common stock held by Aton, as listed in Disclosure Schedule 2.3 to the
        Merger Agreement (the “HPI Warrants”), shall on closing of the Merger pursuant
        to the Merger Agreement, as amended, be exchanged for warrants to purchase
        an
        equivalent number of shares of Equitex Common Stock, without adjustment,
        at an
        exercise price of $3.00 per share (the “Equitex Warrants”) for the unexpired
        term of the original HPI Warrants, as contemplated by the First Amendment
        Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
        3.

      REPRESENTATIONS
        AND WARRANTIES OF EQUITEX 

       

      Equitex
        represents and warrants to Aton and acknowledges that Aton is relying upon
        such
        representations and warranties, in connection with the execution, delivery
        and
        performance of this Agreement, notwithstanding any investigation made by
        or on
        behalf of Aton, that on the date hereof and the Closing Date:

       

      3.1  Organization
        and Qualification.
        Equitex
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Delaware, and has the requisite corporate power to carry
        on
        its business as now conducted. Equitex is licensed or qualified to do business
        in every jurisdiction in which the nature of its business or its ownership
        of
        property requires it to be licensed or qualified, except where the failure
        to be
        so licensed or qualified would not have a Material Adverse Effect on Equitex
        given its current business operations. For
        all
        purposes of this Agreement, the term “Material Adverse Effect” shall, with
        respect to an entity, mean a material adverse effect on the business,
        operations, results of operations or financial condition of such entity on
        a
        consolidated basis.

       

      3.2  Authority
        Relative to this Agreement; Non-Contravention.
        Equitex
        has the requisite corporate power and authority to enter into this Agreement
        and
        to carry out its obligations hereunder. The execution and delivery of this
        Agreement by Equitex and the consummation by Equitex of the transactions
        contemplated hereby have been duly authorized by Equitex’s board of directors
        and no other corporate proceedings on the part of Equitex are necessary to
        authorize the execution and delivery of this Agreement and the consummation
        of
        the transactions contemplated hereby. This Agreement has been duly executed
        and
        delivered by Equitex and, assuming it is a valid and binding obligation of
        Equitex, constitutes a valid and binding obligation of Equitex enforceable
        in
        accordance with its terms, except as enforcement may be limited by general
        principles of equity whether applied in a court of law or a court of equity
        and
        by bankruptcy, insolvency and similar laws affecting creditors’ rights and
        remedies generally. 

       

      3.3  Merger
        Agreement.
        Each of
        the representations and warranties of Equitex and Equitex Sub set forth in
        the
        Merger Agreement are true and correct as of the date hereof and the Closing
        Date.

       

      3.4  No
        Material Adverse Effect.
        From
        the date of this Agreement to the Closing Date, there has not been any “Material
        Adverse Effect”, as such term is defined in the Merger Agreement, relating to
        Equitex.

       

      3.5  Validity
        of the Equitex Capital Stock.
        The
        Equitex Shares to be issued to Aton pursuant to this Agreement will be, when
        issued, duly authorized, validly issued, fully paid and non-assessable shares
        in
        the capital of Equitex. 

       

      ARTICLE
        4.

      COVENANTS,
        REPRESENTATIONS AND WARRANTIES

      OF
        ATON

       

      Aton
        represents and warrants to Equitex as follows, and acknowledges that Equitex
        is
        relying upon such covenants, representations and warranties in connection
        with
        the sale of the Equitex Shares to Aton, that as of the date hereof and the
        Closing Date:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.1  Aton
        is
        the beneficial and legal owner of the HPI Shares free and clear of all liens,
        encumbrances and claims of every kind, and the delivery of such HPI Shares
        by
        Aton to Equitex pursuant to this Agreement will transfer to Equitex valid
        title
        to such HPI Shares, free and clear of all liens, charges, encumbrances and
        claims of every kind, specifically including but not limited to any third-party
        rights to purchase any of such HPI Shares. There are no actions, suits or
        proceedings against Aton affecting its title to the HPI Shares or the right
        of
        Aton to execute, deliver and perform this Agreement and the transactions
        contemplated hereby. 

       

      4.2  Aton
        has
        such knowledge and experience in finance, securities, investments, including
        investment in non-listed and non registered securities, and other business
        matters so as to be able to evaluate the merits and risks of an investment
        in
        Equitex’s common stock and to otherwise protect its interests in connection with
        this transaction.

       

      4.3  Equitex
        has provided to Aton the opportunity to ask questions and receive answers
        concerning the terms and conditions of the offering and it has had access
        to
        such information concerning Equitex as it has considered necessary or
        appropriate in connection with its investment decision to acquire the Equitex
        Shares.

       

      4.4  Aton
        is
        acquiring the Equitex Shares for its own account, for investment purposes
        only
        and not with a view to any resale, distribution or other disposition of the
        Equitex Shares in violation of the United States securities laws.

       

      4.5  Aton
        understands the Equitex Shares have not been and will not be registered,
        except
        as set forth herein, under the 1933 Act or the securities laws of any state
        of
        the United States and that the sale contemplated hereby is being made in
        reliance on an exemption from such registration requirements.

       

      4.6  Aton
        has
        not purchased the Equitex Shares as a result of any form of general solicitation
        or general advertising, including advertisements, articles, notices or other
        communications published in any newspaper, magazine or similar media or
        broadcast over radio, television or other form of telecommunications, or
        any
        seminar or meeting whose attendees have been invited by general solicitation
        or
        general advertising.

       

      4.7  Aton
        understands that the Equitex Shares are “restricted securities” under applicable
        federal securities laws and that the 1933 Act and the rules of the SEC provide
        in substance that Aton may dispose of the Equitex Shares only pursuant to
        an
        effective registration statement under the 1933 Act or an exemption therefrom.
        

       

      4.8  Aton
        acknowledges and agrees that all certificates representing the Equitex Shares
        will be endorsed with the legend required by Section 2.2
        of this
        Agreement.

       

      4.9  If
        Aton
        decides to offer, sell or otherwise transfer any of the Equitex Shares, it
        will
        not offer, sell or otherwise transfer any of such Equitex Shares directly
        or
        indirectly, unless:

       

      (a)  the
        sale
        of the Equitex Shares has been registered by an effective registration statement
        filed with the SEC;

       

      (b)  the
        sale
        is to Equitex;

       

      (c)  the
        sale
        is made outside the United States in a transaction meeting the requirements
        of
        Rule 903 or Rule 904 of Regulation S under the 1933 Act and in compliance
        with
        applicable local laws and regulations;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d)  the
        sale
        is made pursuant to the exemption from the registration requirements under
        the
        1933 Act provided by Rule 144 thereunder and in accordance with any applicable
        state securities or “blue sky” laws; or

       

      (e)  the
        Equitex Shares are sold in a transaction that does not require registration
        under the 1933 Act or any applicable state laws and regulations governing
        the
        offer and sale of securities,

       

      and,
        in
        the cased of (b), (c) and (d), it has prior to such sale furnished to Equitex
        an
        opinion of counsel reasonably satisfactory to Equitex.

       

      4.10  Aton
        further represents, warrants and agrees that:

       

      (a)  Aton
        was
        not in the United States at the time the offer to purchase the Equitex Shares
        was received or this Agreement was executed.

       

      (b)  Aton
        agrees not to engage in hedging transactions with regard to the Equitex Shares
        unless in compliance with the Securities Act.

       

      (c)  Aton
        agrees that Equitex will refuse to register any transfer of the Equitex Shares
        not made in accordance with the provisions of Regulation S of the Securities
        Act, pursuant to registration under the Securities Act, pursuant to an available
        exemption from registration. 

       

      (d)  Aton
        agrees to resell the Equitex Shares only in accordance with the provisions
        of
        Regulation S of the Securities Act, pursuant to registration under the
        Securities Act, or pursuant to an available exemption from registration pursuant
        to the Securities Act.

       

      (e)  Aton
        represents and warrants that Aton is not a “U.S. Person” as defined by
        Regulation S of the Securities Act, as set forth in Schedule A hereto, and
        is
        not acquiring the Equitex Shares for the account or benefit of a U.S.
        Person.

       

      ARTICLE
        5.

      ADDITIONAL
        COVENANTS AND AGREEMENTS

       

      5.1  Registration
        Rights.
        Equitex
        agrees to use its best efforts to prepare and file with the SEC, as early
        as
        possible following Closing, and in no event later than thirty (30) days
        following Closing, a registration statement under the Securities Act covering
        the resale of Equitex Shares issued to Aton on Closing. Equitex will use
        its
        best efforts to obtain the effectiveness of such registration statement(s)
        as
        soon as practicable, and once effective, to maintain such effectiveness for
        a
        period of at least two years from the date such Equitex Shares were issued.
        Equitex’s obligation to obtain and maintain such effectiveness is conditioned
        upon the cooperation of Aton in furnishing information to Equitex relating
        to
        such holders’ method of distribution and other information requested by Equitex.
        Any and all expenses incurred in connection with such registration shall
        be
        borne by Equitex. Any and all selling expenses incurred by Aton shall be
        borne
        by Aton. 

       

      ARTICLE
        6.

      CLOSING
        CONDITIONS

       

      6.1  Conditions
        Precedent to Closing by Aton.
        The
        obligation of Aton to purchase the Equitex Shares and consummate the Transaction
        is subject to the satisfaction of the conditions set forth below, unless
        any
        such condition is waived by Aton at the Closing. The Closing of the Transaction
        will be deemed to mean a waiver of all conditions to the Closing.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (a)  Representations
        and Warranties.
        The
        representations and warranties of Equitex set forth in this Agreement will
        be
        true, correct and complete in all respects as of the Closing, as though made
        on
        and as of the Closing.

       

      (b)  Performance.
        All of
        the covenants and obligations that Equitex is required to perform or to comply
        with pursuant to this Agreement at or prior to the Closing must have been
        performed and complied with in all material respects.

       

      (c)  Closing
        Documents.
        This
        Agreement and all Closing Documents to be executed by Equitex, as necessary
        or
        reasonably required to consummate the Transaction, will have been executed
        and
        delivered to Aton.

       

      (d)  No
        Material Adverse Change.
        No
        Material Adverse Effect relating to Equitex will have occurred since the
        date of
        this Agreement.

       

      (e)  Compliance
        with Nasdaq Marketplace Rules.
        HPI and
        Equitex are reasonably satisfied that the Agreement and the transactions
        contemplated hereby will not violate any Nasdaq Marketplace Rule, including
        without limitation Nasdaq Marketplace Rule 4350(i)(1)(C). 

       

      6.2  Conditions
        Precedent to Closing by Equitex.
        The
        obligation of Equitex to sell and issue the Equitex Shares and to consummate
        the
        Transaction is subject to the satisfaction of the conditions set forth below,
        unless such condition is waived by Equitex at the Closing. The Closing of
        the
        Transaction will be deemed to mean a waiver of all conditions to
        Closing.

       

      (a)  Representations
        and Warranties.
        The
        representations and warranties of Aton set forth in this Agreement will be
        true,
        correct and complete in all respects as of the Closing, as though made on
        and as
        of the Closing.

       

      (b)  Performance.
        All of
        the covenants and obligations that Aton is required to perform or to comply
        with
        pursuant to this Agreement at or prior to the Closing must have been performed
        and complied with in all material respects. 

       

      (c)  Closing
        Documents.
        This
        Agreement and all Closing Documents to be executed by Aton, as necessary
        or
        reasonably required to consummate the Transaction, will have been executed
        and
        delivered by Aton.

       

      (d)  Compliance
        with Nasdaq Marketplace Rules.
        HPI and
        Equitex are reasonably satisfied that the Agreement and the transactions
        contemplated hereby will not violate any Nasdaq Marketplace Rule, including
        without limitation Nasdaq Marketplace Rule 4350(i)(1)(C).

       

      ARTICLE
        7.

      CLOSING

       

      7.1  Closing.
        The
        Closing will take place, subject to the terms and conditions of this Agreement,
        forthwith upon the execution and mutual release of all Closing Deliveries
        set
        forth in Sections 7.2
        and
7.3
        hereof,
        at a mutually agreeable date and time, but in no event later than December
        5,
        2005. The date of the Closing shall constitute the Closing Date. Each party
        agrees that the Closing may completed by the exchange of undertakings between
        the respective legal counsel for Aton and Equitex, provided such undertakings
        are satisfactory to each party’s respective legal counsel.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      7.2  Closing
        Deliveries of Equitex.
        At
        Closing, Equitex will deliver or cause to be delivered the following, fully
        executed and in form and substance reasonably satisfactory to Aton:

       

      (a)  copies
        of
        all resolutions and/or consent actions adopted by or on behalf of the boards
        of
        directors of Equitex evidencing approval of this Agreement and approving
        the
        issuance of the Equitex Shares to Aton;

       

      (b)  a
        certificate of an officer of Equitex, dated as of Closing, certifying that
        (i)
        each covenant and obligation of Equitex has been complied with; (ii) each
        representation, warranty and covenant of Equitex is true and correct at the
        Closing as if made on and as of the Closing; and (iii) there has been no
        Company
        Material Adverse Effect since the date of this Agreement;

       

      (c)  certificates
        representing the Equitex Shares endorsed with the legends contemplated by
        this
        Agreement and in the name of Aton in accordance with this
        Agreement.

       

      7.3  Closing
        Deliveries of Aton.
        At
        Closing, Aton will deliver or cause to be delivered to Equitex the following,
        fully executed and in form and substance reasonably satisfactory to
        Equitex:

       

      (a)  an
        investment agreement in the form attached hereto as Exhibit B (the “Non-U.S.
        Stockholder Questionnaire”); and

       

      (b)  certificates
        representing the HPI Shares duly executed and endorsed for transfer blank
        or
        accompanied by duly executed stock powers duly endorsed in blank, in each
        case
        in proper form for transfer. 

       

      ARTICLE
        8.

      INDEMNIFICATION;
        REMEDIES; SURVIVAL

       

      8.1  Certain
        Definitions.
        For the
        purposes of this Article
        8,
        the
        terms “Loss” and “Losses” means any and all demands, claims, actions or causes
        of action, assessments, losses, damages. liabilities, costs, and expenses,
        including without limitation, interest, penalties, fines and reasonable
        attorneys, accountants and other professional fees and expenses, but excluding
        any indirect, consequential or punitive damages suffered by Equitex or Aton
        including damages for lost profits or lost business opportunities.

       

      8.2  Agreement
        of Aton to Indemnify.
        Subject
        to the terms and conditions of Section 8.4,
        Aton
        will indemnify, defend, and hold harmless Equitex, its respective officers,
        directors, shareholders, employees and affiliates from, against, and in respect
        of any and all Losses asserted against, relating to, imposed upon, or incurred
        by Equitex by reason of, resulting from, based upon or arising out
        of:

       

      (a)  the
        breach by Aton of any representation or warranty of Aton contained in or
        made
        pursuant to this Agreement, any Closing Document or certificate or instrument
        delivered pursuant to this Agreement; and

       

      (b)  the
        breach or partial breach by Aton of any covenant or agreement of Aton made
        in or
        pursuant to this Agreement, or any Closing Document or other certificate
        or
        instrument delivered pursuant to this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.3  Agreement
        of Equitex to Indemnify.
        Subject
        to the terms and conditions of Section 8.4,
        Equitex
        will indemnify, defend, and hold harmless Aton from, against, for, and in
        respect of any and all Losses asserted against, relating to, imposed upon,
        or
        incurred by Aton by reason of, resulting from, based upon or arising out
        of:

       

      (a)  the
        breach by Equitex of any representation or warranty of Equitex contained
        in or
        made pursuant to this Agreement, any Closing Document or certificate or
        instrument delivered pursuant to this Agreement; and

       

      (b)  the
        breach or partial breach by Equitex of any covenant or agreement of Equitex
        made
        in or pursuant to this Agreement, or any Closing Document or other certificate
        or instrument delivered pursuant to this Agreement.

       

      8.4  Limitations
        of Liability.

       

      (a)  No
        claims
        for indemnification under Section 8.2
        may be
        made by Equitex after the first anniversary of the Closing. No claims for
        indemnification under Section 8.3
        by an
        Equitex Shareholder will be made after the first anniversary of the
        Closing.

       

      (b)  Aton
        will
        not be liable to Equitex for any amount exceeding the aggregate of (i) the
        net
        proceeds realized by Aton from the sale of the Equitex Shares to the date
        of
        indemnification, and (ii) the value of any unsold Equitex Shares held by
        Aton as
        of the date of indemnification. Equitex will not be liable to Aton for any
        amount exceeding the fair market value of the portion of HPI Shares acquired
        from Aton pursuant to this Agreement. For purposes of this Section 8.4,
        the
“fair market value” of the HPI Shares shall be equal to the price per share of
        the common stock of HPI most recently sold by HPI to a third party in an
        arms-length transaction. Notwithstanding the foregoing, if such shares are
        listed on a U.S. securities exchange or are quoted on the Nasdaq National
        Market
        or Nasdaq Small-Cap Market (“Nasdaq”), then the fair market value shall be
        determined by reference to the last sale price of a share of HPI common stock
        on
        such U.S. securities exchange or Nasdaq on the applicable date of such sale.
        If
        such U.S. securities exchange or Nasdaq is closed for trading on such date,
        or
        if the Common Stock does not trade on such date for any other reason, then
        the
        last sale price used shall be the one on the date the Common Stock last traded
        on such U.S. securities exchange or Nasdaq prior to such sale.

       

      ARTICLE
        9.

      MISCELLANEOUS
        PROVISIONS

       

      9.1  Effectiveness
        of Representations; Survival.
        Each
        party is entitled to rely on the representations, warranties and agreements
        of
        each of the other parties and all such representations, warranties and
        agreements will be effective regardless of any investigation that any party
        has
        undertaken or failed to undertake. The representations, warranties and
        agreements will survive the Closing and continue in full force and effect
        until
        the first anniversary of the Closing.

       

      9.2  Further
        Assurances.
        Each of
        the parties hereto will cooperate with the others and execute and deliver
        to the
        other parties hereto such other instruments and documents and take such other
        actions as may be reasonably requested from time to time by any other party
        hereto as necessary to carry out, evidence, and confirm the intended purposes
        of
        this Agreement.

       

      9.3  Amendment.
        This
        Agreement may not be amended except by an instrument in writing signed by
        each
        of the parties.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9.4  Expenses.
        Each
        party to this Agreement will bear its respective expenses incurred in connection
        with the preparation, execution, and performance of this Agreement and the
        transactions contemplated hereby, including all fees and expenses of agents,
        representatives, counsel, and accountants. 

       

      9.5  Entire
        Agreement.
        This
        Agreement, the exhibits, schedules attached hereto and the other Closing
        Documents contain the entire agreement between the parties with respect to
        the
        subject matter hereof and supersede all prior arrangements and understandings,
        both written and oral, expressed or implied, with respect thereto. Any preceding
        correspondence or offers are expressly superseded and terminated by this
        Agreement.

       

      9.6  Severability.
        It is
        the desire and intent of the parties that the provisions of the Closing
        Documents be enforced to the fullest extent permissible under the law and
        public
        policies applied in each jurisdiction in which enforcement is sought.
        Accordingly, if any provision of the Closing Documents will for any reason
        be
        held or adjudged to be invalid, illegal, or unenforceable by any court of
        competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
        illegal, or unenforceable will be deemed separate, distinct, and independent,
        and the remainder of the Closing Documents will remain in full force and
        effect
        and will not be affected by such holding or adjudication.

       

      9.7  Notices.
        All
        notices and other communications required or permitted under to this Agreement
        must be in writing and will be deemed given if sent by personal delivery,
        faxed
        with electronic confirmation of delivery, internationally-recognized express
        courier or registered or certified mail (return receipt requested), postage
        prepaid, to the parties at the following addresses (or at such other address
        for
        a party as will be specified by like notice):

       

      
        	
                If
                  to Aton:

              	
                c/o
                  Hydrogen Power Inc. 

                1942
                  Westlake Avenue, Suite 1010

                Seattle,
                  Washington 98101

                Facsimile:
                  (206) 728-2423

                Attn:
                  James Matkin, Chairman

              
	 	 
	
                With
                  copies to:

              	
                Lang
                  Michener LLP

                1500
                  Royal Centre, P.O. Box 11117

                1055
                  West Georgia Street

                Vancouver,
                  British Columbia

                V6E
                  4N7

                Facsimile:
                  604-893-2669

                Attn:
                  Michael Taylor

              
	 	 
	
                If
                  to Equitex or Merger Sub:

              	
                Equitex,
                  Inc.

                7315
                  East Peakview Avenue

                Englewood,
                  Colorado 80111

                Facsimile:

                Attn:
                  Henry Fong, President

              
	 	 
	
                With
                  copies to:

              	
                Maslon
                  Edelman Borman & Brand, LLP

                90
                  South Seventh Street, Suite 3300

                Minneapolis,
                  MN 55402

                Facsimile:
                  (612) 642-8358

                Attn:
                  William M. Mower

              


      

       

      All
        such
        notices and other communications will be deemed to have been received (a)
        in the
        case of personal delivery, on the date of such delivery, (b) in the case
        of a
        fax, when the party sending such fax has received electronic confirmation
        of its
        delivery, (c) in the case of delivery by internationally-recognized express
        courier, on the business day following dispatch and (d) in the case of mailing,
        on the fifth business day following mailing.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9.8  Headings.
        The
        headings contained in this Agreement are for convenience purposes only and
        will
        not affect in any way the meaning or interpretation of this
        Agree-ment.

       

      9.9  Benefits.
        This
        Agreement is and will only be construed as for the benefit of or enforceable
        by
        those persons party to this Agreement.

       

      9.10  Assignment.
        This
        Agreement may not be assigned (except by operation of law) by any party without
        the consent of the other parties.

       

      9.11  Construction.
        The
        language used in this Agreement will be deemed to be the language chosen
        by the
        parties to express their mutual intent, and no rule of strict construction
        will
        be applied against any party. 

       

      9.12  Counterparts.
        This
        Agreement may be executed in one or more counterparts, all of which will
        be
        considered one and the same agreement and will become effective when one
        or more
        counterparts have been signed by each of the parties and delivered to the
        other
        parties, it being understood that all parties need not sign the same
        counterpart.

       

      9.13  Fax
        Execution.
        This
        Agreement may be executed by delivery of executed signature pages by fax
        and
        such fax execution will be effective for all purposes.

       

      9.14  Schedules
        and Exhibits.
        The
        schedules and exhibits are attached to this Agreement and incorporated
        herein.

       

      9.15  Governing
        Law.
        This
        Agreement is governed by the internal laws of the State of Delaware without
        regard to its conflicts-of-law principles.

       

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

       

      
        
          	EQUITEX,
                  INC.	 	 	ATON
                  SELECT FUND LIMITED
	 	 	 	 	 	 
	By:	/s/ Henry
                  Fong	 	 	By:	/s/ Dr.
                  iur. Werner Keicher
	 	
                  
Name: Henry
                  Fong	 	 	 	
                  
Name: Dr.
                  iur. Werner Keicher
	 	Title: President
                  and CEO	 	 	 	Title: Director