AGREEMENT

                                       AND

                             PLAN OF REORGANIZATION



         This Agreement and Plan of Reorganization (the "Agreement") is made as

of the 29th day of June, 2000, among Equitex, Inc., a Delaware corporation

("Parent"); Nova Financial Systems, Inc., a Florida corporation ("Nova"); and

Nova Acquisition Corp., a Delaware corporation (the "Merger Subsidiary"), which

is wholly owned by Parent.



                              W I T N E S S E T H:



         WHEREAS, the respective Boards of Directors of the Merger Subsidiary

and Nova each have determined that it is advisable and in the best interests of

their respective stockholders to effect a reorganization whereby the Merger

Subsidiary will be merged by statutory merger with and into Nova upon the terms

and conditions set forth herein;



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, and certain other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the parties hereto covenant and

agree as follows:





                                    ARTICLE 1



                          BASIC PLAN OF REORGANIZATION



         1.1 MERGER. In accordance with the provisions of the business

corporation laws of the States of Delaware and Florida at the Effective Date (as

hereinafter defined), the Merger Subsidiary shall be merged with and into Nova

(the "Merger"), within ten business days following the satisfaction or waiver,

if permissible, of the conditions set forth in Articles 7 and 8 of this

Agreement or on such other date as may be agreed to by the parties (the "Closing

Date"). Following the Merger, Nova shall continue as the surviving corporation

(the "Surviving Corporation") and shall continue to be governed by the laws of

the State of Florida.



         1.2 CONTINUING CORPORATE EXISTENCE. Except as may otherwise be set

forth herein, the corporate existence and identity of Nova, with all its

purposes, powers, franchises, privileges, rights and immunities, shall continue

unaffected and unimpaired by the Merger, and the corporate existence and

identity of Merger Subsidiary, with all its purposes, powers, franchises,

privileges, rights and immunities, at the Effective Date shall be merged with

and into that of Nova, and the Surviving Corporation shall be vested fully

therewith and the separate corporate existence and identity of the Merger

Subsidiary shall thereafter cease except to the extent continued by statute.



                                       -1-

{PAGE}



         1.3 EFFECTIVE DATE. The Merger shall become effective upon the filing

of the Certificate of Merger with the Secretary of State of the States of

Delaware and the Articles of Merger with the Secretary of State of the State of

Florida pursuant to the provisions of the General Corporation Law of Delaware

and the Florida Business Corporation Act. The date and time when the Merger

shall become effective is hereinafter referred to as the "Effective Date."



         1.4 CORPORATE GOVERNMENT OF THE SURVIVING CORPORATION.



                  (a) The Articles of Incorporation of Nova, as in effect on the

         Effective Date, shall continue in full force and effect and shall be

         the Articles of Incorporation of the Surviving Corporation.



                  (b) The Bylaws of the Nova, as in effect as of the Effective

         Date, shall continue in full force and effect and shall be the Bylaws

         of the Surviving Corporation.



                  (c) The members of the Board of Directors of the Surviving

         Corporation shall be the persons holding such office in Nova as of the

         Effective Date.



                  (d) The officers of the Surviving Corporation shall be the

         persons holding such offices in Nova as of the Effective Date.



         1.5 CLOSING. Consummation of the transactions contemplated by this

Agreement (the "Closing") shall take place at the offices of Friedlob Sanderson

Paulson & Tourtillott, LLC in Denver, Colorado, commencing at 10:00 a.m.,

Mountain Time, as soon as practicable after the last to be fulfilled or waived

of the conditions set forth in Articles 7 and 8 or at such other place, time and

date as shall be fixed by mutual agreement between Parent and Nova; PROVIDED,

HOWEVER, the Closing shall occur on or before September 1, 2000, subject to an

automatic 30 day extension if necessary to accommodate a special meeting of the

shareholders of either party to approve certain corporate actions necessary to

complete the transactions contemplated by this Agreement, unless the date is

extended by mutual agreement of Parent and Nova. The day on which the Closing

shall occur is referred to herein as the "Closing Date." Each party will cause

to be prepared, executed and delivered the Certificate of Merger to be filed

with the Secretary of State of Delaware and Articles of Merger to be filed with

the Secretary of State of Florida and all other appropriate and customary

documents as any party or its counsel may reasonably request or as may be

contemplated in Article 7 hereof for the purpose of consummating the

transactions contemplated by this Agreement. All actions taken at the Closing

shall be deemed to have been taken simultaneously at the time the last of any

such actions is taken or completed.



         1.6 TAX CONSEQUENCES. It is intended that the Merger shall constitute a

reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of

the Internal Revenue Code of 1986, as amended (the "Code"), and that this

Agreement shall constitute a "plan of reorganization" for the purposes of

Section 368 of the Code.



                                                        -2-

{PAGE}



                                    ARTICLE 2



                              CONVERSION OF SHARES



         2.1 CONVERSION OF SHARES. At the Effective Date, by virtue of the

Merger and without any action on the part of the holder thereof:



                  (a) All outstanding shares of Nova common stock, no par value,

         (the "Nova Common Stock") outstanding immediately prior to the

         Effective Date will be converted into and represent the right to

         receive, on a pro rata basis, the following:



                       (i) 3,570,146 shares of Parent common stock, par value

                           $.02 (the "Parent Common Stock"), or such greater or

                           lesser number of shares of Parent Common Stock as

                           shall equal twenty-five percent (25%) of the total

                           number of shares of Parent common stock issues and

                           outstanding as of the Closing Date, determined after

                           giving effect to the consummation of the Merger and

                           the related transaction described in Section 6.10

                           hereof, and the issuance of Parent Common Stock to

                           raise the cash consideration payable pursuant to the

                           Merger and the related transaction described in

                           Section 6.10 hereof;



                       (ii) Warrants, in a form and on terms mutually agreeable

                           to the parties, for the purchase of Parent Common

                           Stock in a number equal to fifty percent (50%) of any

                           warrants, option, preferred stock, or other

                           securities outstanding as of the Closing Date and

                           exchangeable for or convertible into Parent Common

                           Stock (the "Warrants"), at an exercise price, (A)

                           with respect to Warrants other than Warrants based on

                           the outstanding preferred stock, equal to the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC