CONVERTIBLE SECURED PROMISSORY NOTE



$3,000,000                                                         March 8, 2004



         FOR VALUE RECEIVED, the undersigned, Equitex, Inc., a Delaware

corporation (the "Maker"), hereby promises to pay to the order of Pandora Select

Partners, L.P., a British Virgin Islands limited partnership or its assigns (the

"Payee"), at such place as the Payee may designate in writing, the principal sum

of Three Million Dollars ($3,000,000), under the terms set forth herein.



1. Aggregate Notes. This Note is one of an aggregate of $5,000,000 of

Convertible Secured Promissory Notes (the "Convertible Secured Notes")

originally issued by the Maker in favor of Payee and an affiliate of Payee, and

purchased under the terms of a Purchase Agreement (the "Purchase Agreement")

dated as of the date of this Note between Maker, Payee and Payee's affiliate.



2. Interest. The unpaid principal balance hereof from time to time outstanding

shall bear interest from the date hereof at the rate of 7% per annum; provided,

that upon the occurrence of an event of default, the unpaid principal and

interest hereof existing from time to time following the event of default, and

up to the date such event of default is cured with the consent of Payee, shall

bear interest at the increased rate of 10% per annum, and the incremental

increase in interest due under such circumstance shall be added to each

installment payment as provided in Section 3 below.



3. Payment. Subject to adjustment upon an event of default as provided under

Section 9, the payments of principal and interest hereunder are payable as

follows:



         (a)      Payments in cash of interest only are payable in arrears

on April 8, May 8 and June 8, 2004; and



         (b) Commencing on July 8, 2004, and on the 8th day of each of the

following 41 months, Maker shall pay amortized principal and interest on this

Note of $80,742.61 (the "Monthly Scheduled Payment").



4. Optional Payment in Stock.



         (a) In lieu of making a cash payment under subsection 3(b) above, Maker

may pay the Monthly Scheduled Payment, or any portion thereof, by the issuance

of shares of its common stock, par value $0.02 per share (the "Common Stock"),

the per share value of which is computed as provided in subsection 4(b) below.

At the time that Maker timely and fully pays a Monthly Scheduled Payment, Maker

may in its discretion also pay by the issuance of Common Stock at the same per

share value up to $60,000 of Note principal (a "Discretionary Principal

Payment"). Notwithstanding the foregoing, the number of shares of Common Stock

which may be issued to pay all or any portion of a particular Monthly Scheduled



{PAGE}



Payment, when aggregated with any corresponding Discretionary Principal Payment,

may not exceed the lesser of (i) 6% of the aggregate number of traded shares of

Common Stock reported on the "Trading System" for the one-month period (from the

last Monthly Scheduled Payment date to the day before the Monthly Scheduled

Payment date for which payment is being made) immediately preceding such Monthly

Scheduled Payment due, or (ii) a number of shares of Common Stock which, when

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