PURCHASE AGREEMENT

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.”

WHEREAS , in consideration of a $900,000.00 loan by Pandora and a $600,000.00 loan by WHHY (representing $1,500,000 in the aggregate), the Company proposes to issue to Pandora and WHHY, respectively, and each such Purchaser desires to severally (and not jointly) purchase, a corresponding secured convertible promissory note in the form attached as Exhibit A (each, a “Note” and together, the “Notes” ) and a warrant in the form attached as Exhibit B (each, a “Warrant” and together, the “Warrants” ) to purchase (subject to certain adjustments) shares of the Company’s common stock, $0.01 par value (the “Common Stock” ).

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

SECTION 1.   AGREEMENT TO SELL AND PURCHASE

1.1.   Authorization of Transactions. On or prior to the closing of the transactions contemplated in this Agreement (the “Closing” ), the Company shall have authorized the sale and issuance to the Purchasers of the Notes, Warrants and the shares of Common Stock issuable upon conversion of the Notes, payment on the Notes and exercise of the Warrants (collectively, the “Shares” ), in accordance with and subject to the terms of the Notes and Warrants, as applicable.

1.2.    Sale and Purchase. Subject to the terms and conditions hereof, at the Closing, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser severally (and not jointly) agrees to purchase from the Company, such Purchaser’s respective Note and Warrant for an aggregate purchase price from all Purchasers of $1,500,000.

SECTION 2.   CLOSINGS, DELIVERIES AND PAYMENTS

2.1.    Closing. The Closing shall take place at 10:00 a.m. on the date hereof at the offices of the Purchasers’ legal counsel, Messerli & Kramer P.A., in Minneapolis, Minnesota, or at such other time or place as the Company and the Purchasers may mutually agree (the “Closing Date” ). At the Closing, subject to the terms and conditions hereof, the Company will issue, sell and deliver to each Purchaser its respective Note and Warrant, against payment by each Purchaser of its allocable portion of the $1,500,000 aggregate purchase price by certified check or wire transfer of immediately available funds. At the Closing, the Company shall also execute and deliver to the Purchasers the Registration Rights Agreement in the form attached as Exhibit C (the “Registration Rights Agreement” ), the Amended Security Agreement in the form attached as Exhibit D (the “Security Agreement” ) and the Stock Pledge Agreement in the form attached as Exhibit E (the “Stock Pledge Agreement” ). At the Closing, the Company shall also cause Henry Fong to execute and deliver to the Purchasers a Guaranty in the form attached as Exhibit F (the “ Guaranty ”).

SECTION 3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to each of the Purchasers as of the Closing Date.

3.1.   Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company’s only subsidiaries are (i) FastFunds Financial Corporation, a Nevada corporation and its operating subsidiary, Chex Services, Inc., a Minnesota corporation, and Denairs Corporation, a Delaware corporation; and (ii) Nova Financial Systems, Inc., a Florida corporation (each, a “ Subsidiary ” and together, the “ Subsidiaries ”). The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Agreement and the Stock Pledge Agreement (together, the “Transaction Documents” ), to pledge certain of the Company’s assets as described in the Security Agreement and the Stock Pledge Agreement as security for the Notes (the “Collateral” ), to issue and sell the Shares upon conversion of the Notes, upon payment on the Notes and upon exercise of the Warrants, to carry out the provisions of the Transaction Documents, and to carry on its business as presently conducted and as presently proposed to be conducted. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the power and authority to own or lease its properties and to conduct its business as now conducted. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to be so qualified would not have a material adverse effect on the Company, or its business or properties, taken as a whole.

3.2.   Capitalization. The authorized capital stock of the Company consists of 2,000,000 shares of Preferred Stock, par value $0.01 per share, of which, as of the Closing Date, 3,055 shares of Series K are issued and outstanding; and 50,000,000 shares of Common Stock, par value $0.01 per share, of which 7,230,443 shares are issued and 7,220,704 are outstanding. As of the Closing Date, and except as disclosed on Schedule 3.2 or in the Company's quarterly annual and current reports or other filings (the foregoing reports and filings being collectively referred to herein as the “ SEC Reports ”) filed with the Securities and Exchange Commission (the “ Commission ”), the Company has no outstanding options, warrants or other rights to acquire any capital stock, or securities convertible or exchangeable for capital stock or for securities themselves convertible or exchangeable for capital stock (together, “Convertible Securities” ). As of the Closing Date, and except as disclosed on Schedule 3.2 or in the SEC Reports, the Company has no agreement or commitment to sell or issue any shares of capital stock or Convertible Securities. All issued and outstanding shares of the Company’s capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are free from any preemptive and cumulative voting rights and (iv) were issued pursuant to valid exemptions under federal and state securities laws. As of the Closing Date, and except as disclosed on Schedule 3.2 or in the SEC Reports, there are no outstanding rights of first refusal or proxy or shareholder agreements of any kind relating to any of the Company’s securities to which the Company or any of its executive officers and directors is a party or as to which the Company otherwise has knowledge of. When issued in compliance with the provisions of the Notes and the Warrants (and upon payment as provided by the Warrants), the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under applicable state and federal securities laws.

3.3.   Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of the Transaction Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing, including the pledge of the Collateral as security for the Notes, and the authorization, sale, issuance and delivery of the Shares upon conversion of the Notes, upon payment on the Notes and upon exercise of the Warrants in accordance with and subject to the terms of the Notes and Warrants, as applicable, has been taken or will be taken prior to the Closing. The Transaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent that the enforceability of the indemnification provisions of the Registration Rights Agreement may be limited by applicable laws. The sale of the Shares upon exercise of the Warrants or upon conversion of the Notes or upon payment on the Notes is not and will not be subject to any preemptive rights or rights of first refusal.

3.4.   Financial Statements. The Company's audited consolidated balance sheet at December 31, 2004, and the audited consolidated statements of operations, cash flows and stockholders’ deficit of the Company for the years ended, December 31, 2004 and 2003, and the Company's unaudited consolidated balance sheet at June 30, 2005, and the unaudited consolidated statements of operations and cash flows of the Company for the six months ended June 30, 2005 and 2004 (all of the foregoing together, the “Financial Statements” ) , as filed with the Commission, fairly present in all material respects the consolidated financial condition, operating results and cash flow of the Company as of the respective dates and for the respective periods covered thereby. The Financial Statements, as filed with the Commission, have been prepared in accordance with generally accepted accounting principles in the United States ( "GAAP" ) applied on a consistent basis (except as may be indicated in the notes thereto) and comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities and Exchange Commission (the "Commission" ) as in effect at the time of filing with the Commission. For purposes hereof, " Latest Statement Date " means June 30, 2005 and " Latest Financial Statements " means the unaudited financial statements of the Company at and for the six months ended June 30, 2005.

3.5.   Liabilities. Neither the Company nor any Subsidiaries (i) has any material liabilities and (ii) to the best of its knowledge, has any material contingent liabilities, in each case not otherwise disclosed in the Latest Financial Statements or in the SEC Reports, except (A) current liabilities incurred in the ordinary course of business subsequent to the Latest Statement Date and (B) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Latest Financial Statements, which, in both cases have not had, either in any individual case or in the aggregate, a material adverse effect on the Company, or its business or properties, taken as a whole.

3.6.   Certain Agreements and Actions. Except as disclosed in the SEC Reports, neither the Company nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) since the Latest Statement Date, incurred any indebtedness for money borrowed or any other material liabilities out of the ordinary course of business, (iii) made any loans or advances to any person, other than ordinary advances for travel or entertainment expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business.

3.7.   Obligations of or to Related Parties. Except as disclosed on Schedule 3.7 or in the SEC Reports, there are no obligations of the Company or any Subsidiary to officers, directors or key employees of the Company or any Subsidiary or, to the Company's knowledge, to any members of their immediate families or other affiliates, other than (i) for accrued salaries, (ii) reimbursement for expenses reasonably incurred on behalf of the Company or any Subsidiary and (iii) for other employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). Except as disclosed on Schedule 3.7 or in the SEC Reports, to the Company's knowledge, none of the officers, directors or key employees of the Company or any Subsidiary or, to the Company's knowledge, any members of their immediate families or other affiliates, are indebted to the Company or any Subsidiary or have any direct or indirect ownership interest in any firm, corporation or other entity with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any firm, corporation or other entity that competes with the Company or any Subsidiary, except that such officers, directors, employees and members of their immediate families may own securities (with beneficial ownership not exceeding 2%) in publicly-traded companies that compete with the Company or any Subsidiary. Except as disclosed on Schedule 3.7 or in the SEC Reports, no officer, director or key employee of the Company or any Subsidiary, or, to the Company’s knowledge, any member of their immediate families or other affiliates, is, directly or indirectly, interested in or a party to any material contract with the Company or any Subsidiary. Except as disclosed on Schedule 3.7 or in the SEC Reports, neither the Company nor any Subsidiary is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

3.8.   Changes. Since the Latest Statement Date, and except as disclosed in the SEC Reports, there has not been, to the Company’s knowledge, any event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company.

3.9.   Title to Properties and Assets; Liens. Except as set forth on Schedule 3.9 or in the SEC Reports, the Company and each Subsidiary has good and marketable title to its properties and assets, including the properties and assets reflected in the Latest Financial Statements, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes that have not yet become delinquent, (ii)  liens and encumbrances that do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any Subsidiary and (iii) those that have otherwise arisen in the ordinary course of business. With respect to the property and assets it leases, the Company or any Subsidiary is in compliance with such leases in all material respects and, to the Company's knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company or any Subsidiary are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used, reasonable wear and tear excepted.

3.10.   Patents and Trademarks. Schedule 3.10 contains a listing of all U.S. and foreign patents and patent applications, and U.S. and foreign trademarks and service marks and applications therefor, owned by, assigned to or licensed to the Company and each Subsidiary not otherwise set forth in the SEC Reports. Except as set forth on Schedule 3.10 or in the SEC Reports, the Company or any Subsidiary owns or has a valid right to use all patents, trademarks, service marks, trade names, copyrights, trade secrets, information and other proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted, without any known infringement of the rights of others. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s business as now conducted or proposed to be conducted. None of the execution or delivery of, or the performance of the transactions contemplated by, the Transaction Documents, the pledge of the Collateral by the Company to secure the Notes, the carrying on of the Company’s business by the employees of the Company nor the conduct of the Company’s business as currently conducted or proposed to be conducted will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been exclusively assigned to the Company.

3.11.   Compliance with Other Instruments. Except as disclosed on Schedule 3.11 or in the SEC Reports, neither the Company nor any Subsidiary is in violation or default of any term of its Articles or Certificate of Incorporation, as applicable, or Bylaws (in each case, as amended or restated), or in any material respect of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order, writ or, to its knowledge, any statute, rule or regulation applicable to the Company or any Subsidiary that would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. The execution and delivery of, and the performance of and compliance with the transactions contemplated by, the Transaction Documents, and the issuance and sale of the Shares upon conversion of the Notes or upon exercise of the Warrants in accordance with the terms thereof, respectively, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any Subsidiary or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any Subsidiary, the business or operations of the Company or any Subsidiary or any of the assets or properties of the Company or any Subsidiary, except for such results that would not materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.

3.12.   Litigation. Except as disclosed in the SEC Reports, there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company that questions the validity of this Agreement or the other Transaction Documents or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby. Except as disclosed in the SEC Reports, there is no action, suit, proceeding or investigation or, to the Company’s knowledge, currently threatened against the Company or any Subsidiary that might result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs or prospects of the Company, financial or otherwise, or any change in the current equity ownership of the Company. The foregoing includes, without limitation, actions pending or threatened involving the prior employment of any of the employees of the Company or any Subsidiary, their use in connection with the business of the Company or any Subsidiary of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. Neither the Company nor any Subsidiary is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

3.13.   Tax Returns and Payments. Except as set forth on Schedule 3.13, the Company and each Subsidiary has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company or any Subsidiary on or before the Closing have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 3.13, the Company has not been advised (i) that any of the tax returns of the Company or any Subsidiary have been or are being audited as of the date hereof or (ii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon the properties or assets of the Company or any Subsidiary as of the date of this Agreement that is not adequately provided for.

3.14.   Employees. Neither the Company nor any Subsidiary has collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any Subsidiary. Except as set forth on Schedule 3.14 or in the SEC Reports, no employee has any agreement or contract, written or verbal, regarding his employment. Except as disclosed on Schedule 3.14 or in the SEC Reports, ne