EMPLOYMENT INCENTIVE AGREEMENT



         EMPLOYMENT INCENTIVE AGREEMENT made as of November 30, 2001, by and

between Equitex, Inc., a Delaware corporation ("Equitex"), and James P. Welbourn

("Executive").



                              W I T N E S S E T H:



         WHEREAS, Equitex has, contemporaneously with the execution hereof,

acquired all of the shares of Chex Services, Inc., a Minnesota corporation

("Chex Services"), pursuant to a certain Stock Purchase Agreement by and between

Equitex and the Selling Stockholders of Chex Services, dated August 31, 2001 as

amended (the "Stock Purchase Agreement"); and



         WHEREAS, Executive is the President of Chex Services, pursuant to a

certain Employment Agreement by and between Chex Services and Executive dated

January 15, 1999 (the "Employment Agreement"); and



         WHEREAS, Equitex desires that Executive continue to perform services

for Chex Services pursuant to the Employment Agreement, and that Executive waive

certain rights with respect to change of control provisions contained in the

Employment Agreement, and is willing to grant Executive certain warrants for the

purchase of shares of the common stock of Equitex.



         NOW, THEREFORE, Equitex and Executive, each in consideration of the

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