AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES

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” ).

WHEREAS, the Company, Pandora and WHHY are parties to a Purchase Agreement dated March 8, 2004 (the " Original Purchase Agreement" ), pursuant to which the Investors each purchased a convertible promissory note (each, an “ Original Note ” and together, the “ Original Notes ”) and a warrant to purchase shares of the Company’s Common Stock from the Company in consideration of a collective $5,000,000 loan.

WHEREAS, the parties desire to amend certain provisions of the Original Notes.

NOW, THEREFORE , in consideration of the mutual p