GUARANTY AGREEMENT



         THIS GUARANTY AGREEMENT (the "Guaranty") is made and entered into this

8th day of March, 2004, by Chex Services, Inc., a Minnesota corporation

(hereinafter referred to as the "Guarantor"), to 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";

and together with Pandora referred to as the "Lenders").



                                    RECITALS



         WHEREAS, the Guarantor desires to obtain a loan of $5,000,000 for its

general working capital purposes;



         WHEREAS, to effect this working capital loan for the Guarantor's

benefit, the Lenders are willing to lend $5,000,000 (the "Equitex Loan") to

Equitex Corporation, a Delaware corporation and the 100% owner of all of the

outstanding capital stock of the Guarantor ("Equitex"), to allow Equitex in turn

to loan $5,000,000 to the Guarantor (the "Chex Loan");



         WHEREAS, among the conditions of making the Equitex Loan, the Lenders

require that the Guarantor guarantee the full and timely repayment of the

Equitex Loan and pledge all of its assets as security for this guarantee; and



         WHEREAS, in order to induce the Lenders to make the Equitex Loan (which

in turn will make possible the Chex Loan), and as additional security for the

repayment of the promissory notes issuable by Equitex to evidence the Equitex

Loan (the "Notes") and the performance of Equitex's obligations under a Security

Agreement entered into between Equitex, Pandora and WHHY dated as of this date

(all together, the "Equitex Loan Documents"), the Guarantor has agreed to give

this Guaranty and to pledge all of its assets as security for this Guaranty;



         NOW, THEREFORE, in consideration as stated above, and for other good

and valuable consideration, specifically including but not limited to Lenders'

reliance hereon, the Guarantor hereby covenants and agrees with the Lenders as

follows:



         1. Incorporation of Equitex Loan Documents. The Equitex Loan Documents

are hereby made a part of this Guaranty by reference thereto with the same force

and effect as if fully set forth herein.



         2. Payment Guarantee. The Guarantor hereby unconditionally and

absolutely guarantees to the Lenders, jointly and severally, the due and prompt

payment, and not just the collectibility, of the principal of, and interest and

late charges and all other indebtedness or payments due, if any, on the Notes

and other Equitex Loan Documents when due, whether at maturity, pursuant to



{PAGE}



mandatory or optional prepayments, by acceleration or otherwise all at the times

and places and at the rates described in, and otherwise according to the tenor

of the Notes and other Equitex Loan Documents.



         3. Performance Guarantee. The Guarantor further hereby unconditionally

and absolutely guarantees to Lenders, jointly and severally, the due and prompt

performance by Equitex of all duties, agreements and obligations of Equitex

contained in the Equitex Loan Documents and specifically the due and prompt

payment of all costs incurred, including reasonable attorney's fees, in

enforcing the payment and performance of the Notes and other Equitex Loan

Documents and this Guaranty. The payments and performance of the items set forth

in Sections 2 and 3 of this Guaranty are hereinafter collectively referred to as

the "Indebtedness Guaranteed."



         4. Grant of Security Interest. To secure the timely payment and

performance of the Indebtedness Guaranteed, the Guarantor agrees to grant the

Lenders a security interest in all of the Guarantor's assets pursuant to the

terms of a "Chex Guarantee Security Agreement" of this date (the "Guarantor

Security Agreement"). Such security interest will be subordinate only to the

security interest granted by Guarantor to Equitex to secure the Chex Loan.



         5. Guarantor Not Released by Particular Actions. The Guarantor hereby

agrees that the Lenders may, from time to time without notice to or consent of

the Guarantor and upon such terms and conditions as the Lenders may deem

advisable, without affecting this Guaranty or the Guarantor Security Agreement

(a) release any maker, surety, guarantor or other person liable for payment of

all or any part of the Indebtedness Guaranteed, (b) make any agreement extending

or otherwise altering the time for or the terms of payment or performance of all



                                      -2-

{PAGE}



or any part of the Indebtedness Guaranteed, (c) modify, waive, compromise,

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