0001049107-06-000024 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents • Minnesota

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 15, 2005, by and among Equitex, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), and Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership ("WHHY"). Pandora and , WHHY are individually referred to herein as an “Investor” and together as the “Investors.”

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GUARANTY
Guaranty • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents • Minnesota

THIS GUARANTY (the “Guaranty”) is executed as of September 15, 2005 by Henry Fong, an individual resident in Florida (the “Guarantor”), for the benefit of Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”) and Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership ("WHHY"). Pandora and WHHY are referred to herein individually as a "Lender" and together as the "Lenders".

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES
Secured Convertible Promissory Notes • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents

THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES (the “Amendment”) is entered into as of September 15, 2005, by and among Equitex, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”) and Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”).

PURCHASE AGREEMENT
Purchase Agreement • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents • Minnesota

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 15th day of September, 2005, by and among Equitex, Inc., a Delaware corporation; Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”) and Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”). Pandora and WHHY are individually referred to herein as a “Purchaser” and together as the “Purchasers.”

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents • Minnesota

This Stock Pledge Agreement (the “Agreement”), dated as of September 15, 2005, is entered into by and among Equitex, Inc., a Delaware corporation (the “Pledgor”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora") and Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”). Pandora and WHHY are referred to herein individually as a “Lender” and together as the “Lenders”.

Contract
Security Agreement • February 10th, 2006 • Equitex Inc • Mortgage bankers & loan correspondents • Minnesota
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