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Consulting Agreement

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Title:

Consulting Agreement

Entities:

Equitex, Inc.

Date:

2006

Size:

13KB total

Price:

$35

ID:

#2446711

► Fee Agreements ► Consulting Agreements
► Financial ► Consumer Financial Services

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT, effective July 28, 2006, is entered into by and between Hydrogen Power International, Inc. (the Company) and Boston Financial Partners (Consultant).

WHEREAS, Consultant has provided valuable consulting services to the Company relating to merger and acquisition activities in connection with the Companys acquisition of Hydrogen Power, Inc. (HPI) and continues to provide general strategic corporate advice to the Company; and

WHEREAS, the Consultant and the Company have negotiated certain terms and conditions regarding the Consultants services and desire to enter into this Agreement under those terms and conditions, which are set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, it is hereby agreed as follows:

1. Service. Consultant agrees to provide such strategic corporate advice (including without limitation relating to potential mergers, acquisitions and disposition), as may be reasonably requested by Company from time to time during the term of this Agreement.

2. Term of Agreement. This Agreement shall terminate one year from the date hereof, provided that Company may terminate this Agreement at any time for any or no reason upon thirty (30) days advance written notice.

3. Compensation. In consideration for the Consultants services under this Agreement, the Company will issue to the Consultant 300,000 unregistered shares of the Companys $0.01 par value common stock (the Securities) as follows:

150,000 shares upon execution of this Agreement;

75,000 shares on September 30, 2006; and

75,000 shares on December 31, 2006.

4. Consultant Representations and Warranties. By executing and delivering this Agreement, the Consultant acknowledges, warrants and represents to the Company as follows:

a. The Consultant has obtained and reviewed (i) the Companys latest Annual and Quarterly Reports on Form 10-K and 10-Q, respectively and any other documents specifically requested by the Consultant (all such documents are collectively referred to hereinafter as the Disclosure Documents).

b. The Consultant has, either alone or with the assistance of a professional advisor, sufficient knowledge and experience in financial and business matters that the Consultant believes itself capable of evaluating the merits and risks of the prospective

investment in the Securities and the suitability of an investment in the Company in light of the Consultants financial condition and investment needs, and legal, tax and accounting matters.

c. The Consultant has been given access to full and complete information regarding the Company and has utilized such access to the Consultants satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Disclosure Documents. Particularly, the Consultant has been given reasonable opportunity to meet with and/or contact Company representatives for the purpose of asking questions of, and receiving answers from, such representatives concerning the accuracy of information provided in the Disclosure Documents.

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