AGREEMENT
EXHIBIT
10.3
This
Agreement (the “Agreement”),
dated
as of March 14, 2006, is entered into by and between Equitex,
Inc.,
a
Delaware corporation (“EQTX”),
and Fastfunds
Financial Corporation,
a
Nevada Corporation (“Fastfunds”).
W
I T N E
S S E T H
WHEREAS,
the
EQTX and Fastfunds have entered into a Promissory Note dated
as
of this date (the "Note"),
in the
amount of $5,000,000 (the “Loan”);
WHEREAS,
EQTX
has agreed as partial consideration for the Loan to grant to Fastfunds a Ten
Percent (10%) Net Profit Interest in income derived from the operations of
Hydrogen Power, Inc.
WHEREAS,
the
execution of this Agreement is a condition precedent to the obligation of the
EQTX to perform its obligations under the Note.
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants herein contained, and in
further consideration of the Loan to Fastfunds, the parties hereby agree as
follows:
Section
1
- Net
Profit Interest.
EQTX
hereby grants to Fastfunds a Net Profit Interest in the amount of Ten Percent
(10%) of the net profit derived from operations of Hydrogen Power, Inc., for
the
period during which the Note is outstanding. For purposes of this Agreement,
net
profit shall be defined as follows:
(i) Net
Profits shall mean the gross revenue of Hydrogen Power, Inc. less all ordinary
and necessary operating expenses of Hydrogen Power, Inc., depreciation,
amortization and reasonable administrative expenses of EQTX performed for the
benefit of Hydrogen Power, Inc.
(ii) At
the
time of payment of the accrued interest on the Loan, EQTX shall provide to
Fastfunds an internally produced accounting showing the Net Profits, if any,
of
Hydrogen Power, Inc. for the prior three months.
(iii) Payments
due and owing to Fastfunds, if any, under the terms and conditions of this
Agreement shall be made at the time of furnishing the accounting by EQTX to
Fastfunds.
Section
2
- Security
for Loan.
This
Agreement is given to secure the payment and performance of all obligations
of
EQTX pursuant to the terms and conditions of the Note.
Section
3
- Additional
Documents.
EQTX
agrees that it will enter into any and all necessary documents to effectuate
the
terms and conditions of this Agreement.
Section
4
- Transfers
and Other Liens; Additional Shares.
EQTX
agrees that it will not sell, transfer or otherwise dispose of, or grant any
option to buy or sell with respect to, any of the shares it owns of Hydrogen
Power, Inc., or create or permit to exist any lien, security interest, or other
charge or encumbrance upon or with respect to any of the shares of Hydrogen
Power, Inc. without the prior written consent of Fastfund.
Section
5
- Amendment.
No
amendment or waiver of any provisions of this Agreement shall be effective
unless the same shall be in writing and signed by EQTX and Fastfunds, and then
such waiver or consent shall be effective only in the specific instance and
for
the specific purpose for which given.
Section
6
- Continuing
Security Interest; Transfer of Note(s).
This
Agreement shall create a net profit interest in Hydrogen Power, Inc and shall
(i) be binding upon the EQTX, its successors, devisees, legatees and assigns,
and (ii) inure to the benefit of Fastfunds and its successors, permitted
transferees and permitted assigns. Upon the payment and performance in full
of
the Loan under the Loan Documents, this Agreement shall be terminated.
Section
7
- Governing
Law; Terms.
This
Agreement shall be governed by the laws of the State of Colorado, without regard
to the choice of law provisions thereof. Unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings given in the
Loan document.
Section
8
- Expenses.
EQTX
will upon demand pay to Fastfunds the amount of any and all reasonable costs
and
expenses, including the reasonable fees and expenses of its counsel and of
any
experts and agents, which Fastfunds may incur in connection with (i) the
exercise or enforcement of any of the rights of Fastfunds hereunder or (ii)
the
failure by EQTX to perform or observe any of the provisions hereof.
Section
9
- Representations
and Warranties.
EQTX
represents and warrants, which representations and warranties shall survive
the
execution and delivery of this Agreement, that:
(a) EQTX
is
the direct and beneficial owner of Hydrogen Power, Inc., and Hydrogen Power,
Inc. is owned by EQTX free and clear of any lien, security interest, charge
or
encumbrance.
(b) The
execution, delivery and performance EQTX of this Agreement has been duly
authorized, does not require the consent of any governmental body or other
regulatory authority, and will not violate, conflict with or result in a breach
of any provision of any agreement, indenture or other instrument to which EQTX
is a party or is bound by.
Section
10 - Notices.
All
notices and other communications under this Agreement shall be in writing and
deemed to have been given: (a) when made if personally delivered by hand (with
written confirmation of receipt); (b) on the date received if sent via national
overnight courier; or (c) when receipt is acknowledged by the receiving party
if
sent via facsimile or electronic mail, addressed to the address of such party
as
follows:
-2-
If
to
EQTX:
Equitex,
Inc.
0000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxx Xxxx, President
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxx@xxxxxxx.xxx
If
to
Fastfunds:
FastFunds
Financial Corporation
00000
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxx Xxxxxxx, Chief Executive Officer
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxxx@xxxxxx.xxx
[Signature
Page Follows]
-3-
IN
WITNESS WHEREOF,
the
undersigned have executed and delivered this Agreement as of the date first
above written.
EQUITEX,
INC.
By:
/s/ Xxxxx Xxxx
Xxxxx
Xxxx, President
FASTFUNDS
FINANCIAL
CORPORATION
By:
/s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx, Chief Executive Officer
-4-
