EQUITEX INC
EXHIBIT 10.11
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>eqtx10k2003ex1011.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
                                                                   EXHIBIT 10.11
                       CONVERTIBLE SECURED PROMISSORY NOTE

$2,000,000                                                         March 8, 2004

         FOR VALUE RECEIVED, the undersigned, Equitex, Inc., a Delaware
corporation (the "Maker"), hereby promises to pay to the order of Whitebox
Hedged High Yield Partners, L.P., British Virgin Islands limited partnership or
its assigns (the "Payee"), at such place as the Payee may designate in writing,
the principal sum of Two Million Dollars ($2,000,000), 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 $53,828.40 (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 $40,000 of Note principal (a "Discretionary Principal

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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
Payment, when aggregated with any corresponding Discretionary Principal Payment,
may not exceed the lesser of (i) 4% 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
added to the number of shares of Common Stock owned of record together by Payee
and its affiliates, would cause Payee and its affiliates together to own
beneficially or of record more than 4.99% of the Maker's outstanding Common
Stock. The "Trading System" is the NASDAQ System (or if the securities are not
then traded on the NASDAQ System, on the OTC Bulletin Board as reported by
bigcharts.com, or if this service is discontinued, such other reporting service
acceptable to Payee). In computing under this subsection (a) the aggregate
number of traded shares during any time period, the Maker shall exclude (i)
shares sold by or for the account or at the direction of the Maker, officers or
directors of Maker or any members of their immediate families or any affiliates
of Maker and (ii) shares determined solely by Payee (for which Payee shall so
inform the Maker in writing) to represent unlawful or potentially unlawful
sales. Maker may pay the Monthly Scheduled Payment, or any portion thereof, or
any Discretionary Principal Payment by the issuance of Common Stock only if, at
the time of such payment, Maker has in effect a registration statement on Form
S-2 or S-3 with the SEC and applicable state securities laws covering the
original issuance of shares by the Maker or the resale of such shares by the
Payee. Further, Maker may not pay a Monthly Scheduled Payment, or any portion
thereof, or any Discretionary Principal Payment by the issuance of Common Stock
if, at the time of such payment, the per share value of the Maker's Common Stock
(as computed in accordance with subsection (b) below and adjusted as provided in
Section 5(b)) is less than $0.75 per share.

         (b) The per share value of the Common Stock as of a specified Scheduled
Monthly Payment date for the purposes of this Section 4 is 85% (rounded to the
nearest $.01) of the "Maker's Average Stock Price" for the 20 trading days
immediately preceding the particular Scheduled Monthly Payment date. The
"Maker's Average Stock Price" is the average (rounded to the nearest $.01) of
the high closing bid prices of Maker's Common Stock on the Trading System over
the indicated period.

         (c) Payment by Common Stock shall be deemed to be made by Maker by
giving written notice to the Payee of the number of shares being issued in such
payment, and the Maker's calculation of the per share market value under
subsection 4(b) above; provided that certificates representing those shares are
delivered to Payee within 20 days of the due date of the Scheduled Monthly
Payment.

5. Conversion.

         (a) At any time while any portion of the principal or interest of this
Note is outstanding (including during the notice period prior to any optional
cash prepayment by the Maker), the Payee may give the Maker written notice of

                                      -2-
<PAGE>

its intention to convert all or any portion of the outstanding principal and/or
accrued, but unpaid interest on this Note into shares of the Maker's Common
Stock based on $1.35 per share (the "Conversion Rate"). Upon receipt of the
Payee's notice, the Maker shall immediately cause certificates representing
these shares to be delivered to Payee within 20 days of, and Payment shall be
deemed to have been made on, the date of such notice.

         (b) The Conversion Rate shall be adjusted proportionally for any
subsequent stock dividend or split, stock combination or other similar
recapitalization, reclassification or reorganization of or relating to Maker's
Common Stock. In case of any consolidation or merger to which the Maker is a
party, other than a merger or consolidation in which the Maker is the continuing
corporation, or in case of any sale or conveyance to another corporation of the
property of the Maker as an entirety or substantially as an entirety, or in the
case of any statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third corporation into
the Maker), then instead of receiving shares of Maker's Common Stock, Payee
shall have the right thereafter to receive the kind and amount of shares of
stock and other securities and property which the Payee would have owned or have
been entitled to receive immediately after such consolidation, merger, statutory
exchange, sale or conveyance had the same portion of this Note been paid or
converted immediately prior to the effective date of such consolidation, merger,
statutory exchange, sale or conveyance and, in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set
forth in this Section with respect to the rights and interests thereafter of the
Payee, to the end that the provisions set forth in this Section shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock and other securities and property thereafter deliverable
in connection with this Note. The provisions of this subsection shall similarly
apply to successive consolidations, mergers, statutory exchanges, sales or
conveyances.

         (c) In addition to the adjustments provided above, if a "Special
Adjustment Event" occurs while any portion of this Note remains unpaid, the
Conversion Rate in effect immediately prior to the "Special Adjustment Date"
shall be reduced (but in no event increased), on a two-time basis, to equal the
"Specially Adjusted Conversion Rate." A "Special Adjustment Event" is any (i)
consolidation or merger to which the Maker is a party and is the continuing
corporation, (ii) consolidation or merger to which any of Maker's subsidiaries
is a party, (iii) sale of all or substantially all of the assets of Maker or any
of Maker's subsidiaries or (iv) purchase by Maker or any of its subsidiaries of
all or substantially all of the assets of another business or business unit. The
"Special Adjustment Date" is 91 days after the closing date of the Special
Adjustment Event. The "Specially Adjusted Conversion Rate" is 110% of the
Maker's Average Stock Price for the trading days occurring during the 30
calendar days immediately preceding the Special Adjustment Date; provided, that
the Specially Adjusted Conversion Rate shall not be lower than $1.00 per share
(as adjusted after the date of this Note for events described in the first
sentence of Section 5(b) above).

                                      -3-
<PAGE>

         (d) Despite anything above to the contrary, the Payee may not convert
this Note into Common Stock under this Section 4 during the time period and to
the extent that the shares of Maker's Common Stock that the Payee could acquire
upon the conversion would cause Payee's (and its affiliates') Beneficial
Ownership of Maker's Common Stock to exceed 4.99% of Maker's outstanding Common
Stock; provided, however that the limitations on the right to exercise a Warrant
for 320,000 shares of Common Stock being issued to Payee in connection with this
Note, as provided by such Warrant, shall first reduce Payee's Beneficial
Ownership of Maker's Common Stock before limitation of Payee's conversion rights
hereunder; and provided further, that the limitation of Payee's conversion
rights hereunder shall first reduce Payee's Beneficial Ownership before limiting
the number of shares that Maker may issue to Payee as a Monthly Scheduled
Payment or a Discretionary Principal Payment hereunder pursuant to Section 4(a)
above. The Payee will, at the request of Maker, from time to time, notify Maker
of Payee's computation of Payee's Beneficial Ownership within two business days
of each such request. The parties shall compute Payee's "Beneficial Ownership"
of Maker's Common Stock in accordance with U.S. Securities and Exchange
Commission ("SEC") Rule 13d-3.

6. Seniority. The obligations of Maker hereunder are to be treated as "Senior
Debt," and as such the Maker will not create, incur, assume or guarantee any
debt with respect to any money borrowed (including principal, interest and
penalties and the expenses of collection or administration) from any third
party, including any bank, finance company, trust company, pension, trust,
insurance company or other financial institution, unless the instrument under
which such debt is created, incurred, assumed or guaranteed expressly provides
that such debt and all other obligations assumed in connection therewith (the
"Subordinate Debt") are subordinate to the obligations of the Maker hereunder by
containing a provision which defines Senior Debt as provided for in this
paragraph and reads substantially as follows, or of like tenor and effect:

         "The holder, by acceptance of the terms of this loan/guarantee/etc.
         (the "Obligation"), agrees that the payment of the principal of and the
         interest under the Obligation is hereby expressly subordinated to the
         payment in full of all Senior Debt. The maker shall not pay any amounts
         pursuant to this Obligation until all of such Senior Debt of the maker
         has been paid in full unless the holders of the Senior Debt or the
         instruments by which such Senior Debt was created, permit such payment
         pursuant to this Obligation. Upon (i) the maturity of Senior Debt,
         including by acceleration or otherwise, or (ii) any distribution of the
         assets of the maker upon dissolution, winding up, liquidation or
         reorganization of the maker, the holders of such Senior Debt are
         entitled to receive payment in full before the holder of this
         Obligation is entitled to receive any payment. If a payment not
         permitted by the holders of Senior Debt or by the instruments creating
         such Senior Debt is made to the lender of this Obligation before all
         such applicable Senior Debt has been paid in full or provision has been
         made for such payment, the payment made to the holder must be paid over
         to the holders of such Senior Debt."

                                      -4-
<PAGE>

7. Security. The full and timely payment of this Note (together with the Maker's
obligations under the Purchase Agreement) shall be secured by collateral under
the terms of a Security Agreement of this date (the "Security Agreement").

8. Optional Prepayments. The Maker may prepay this Note, in whole or in part,
and in cash, without penalty by Maker upon fifteen days written notice to Payee.
Prepayments shall be applied first to accrued but unpaid interest and then to
principal.

9. Default.

         (a) The occurrence of any one or more of the following events shall
constitute an event of default, upon which Payee may declare the entire
principal amount of this Note, together with all accrued but unpaid interest, to
be immediately due and payable in cash (despite provisions otherwise for payment
with Common Stock or for adjustment to the Conversion Rate):

                  (i) The Maker shall fail to make any required payment of
         principal or interest under any of the Convertible Secured Notes when
         due, and in its proper form (i.e., in cash, in stock or by a
         combination thereof), and such failure shall continue for 10 days after
         the due date thereof.

                  (ii) The Maker shall be in material default of any term or
         provision of the Security Agreement of this date between Maker and
         Payee, or of the Warrant being issued on the date hereof by Maker to
         Payee, and such default shall continue for 20 days after notice of such
         default is given to Maker by Payee.

                  (iii) The Maker shall become insolvent, or if any bankruptcy,
         reorganization, debt arrangement or other proceeding under any
         bankruptcy or insolvency law shall be instituted by or against the
         Maker, which is not terminated within 90 days of the institution
         thereof.

                  (iv) The Maker declares any dividends during any 12-month
         period with respect to its Common Stock, other than a dividend of its
         own Common Stock, if the aggregate "Fair Market Value" of such dividend
         exceeds 5% of Maker's Average Stock Price for the 20 trading days
         immediately preceding the dividend declaration date.

                  (v) Chex Services, Inc. ("Chex"), a wholly owned subsidiary of
         the Maker, shall fail to make any required payment of principal or
         interest when due under a Secured Promissory Note issued by Chex in
         favor of Maker and dated as of this date, in the principal amount of
         $5,000,000 (the "Chex Note"), and such failure shall continue for 10
         days after the due date hereof.

                                      -5-
<PAGE>

                  (vi) Chex shall be in material default of any term or
         provision of the Chex Note Security Agreement between Chex and the
         Maker, dated as of this date, providing security for the payment of the
         Chex Note, and such default shall continue for 20 days after notice of
         such default is given by Maker or Payee to Chex.

                  (vii) The Maker fails to maintain a cash balance (on a
         consolidated basis) as compared to the balance of principal and
         interest due under the Convertible Secured Notes in a ratio equal to at
         least 1.4 to 1.

         (b) For purposes of subsection (a)(iv), the "Fair Market Value" of the
dividend is the sum of (i) the dollar amount of cash distributed, plus (ii) the
value of any security distributed by Maker that is registered under the
Securities Exchange Act of 1934, as amended, with such value computed by
reference to the high closing bid price of the distributed security on the
Trading System for the dividend declaration date (or the immediately preceding
trading day, if the dividend declaration date is not a trading day) and plus
(iii) the value of any other property distributed by Maker, computed as the cash
amount Payee could receive upon the sale of such property in a bona fide
arms-length transaction to a third party unaffiliated and unassociated with
Payee, as determined in good faith by the Maker's Board of Directors.

         (c) Without limiting the above, the Maker acknowledges that payments on
the various scheduled due dates in Section 3 and subsection 4(c) are of essence
and that any failure to timely pay any installment of principal or interest
(whether as permitted by cash, with stock or by a combination thereof and within
any permitted grace period above) permits Payee during the existence of an event
of default to declare this Note immediately due in cash in its entirety without
any prior notice of any kind to Maker.

         (d) Notwithstanding anything to the contrary contained hereunder, any
action which may be taken by Payee hereunder may only be taken by the Collection
Agent as set forth in the Purchase Agreement.

10. Restrictions on Transfer. The Payee of this Note, by acceptance hereof,
agrees, represents and warrants that this Note is being acquired for investment
purposes, that the Payee has no present intention to resell or otherwise dispose
of all or any part of this Note and that the Payee will not offer, sell or
otherwise dispose of all or any part of this Note except under circumstances
which will not result in a violation of the Securities Act of 1933 or applicable
state securities laws. The Maker may condition any transfer, sale, pledge,
assignment or other disposition on the receipt, from the party to whom this Note
is to be so transferred, of any representations, agreements and legal opinions
reasonably requested by the Maker in order to permit such transfer, sale,
pledge, assignment or other disposition to be made pursuant to exemptions from
registration under federal and applicable state securities laws.

11. Applicable Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

                                      -6-
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12. Waivers. The Maker hereby waives presentment for payment, notice of
dishonor, protest and notice of payment and, except as otherwise provided
herein, all other notices of any kind in connection with the enforcement of this
Note.

13. No Setoffs. The Maker shall pay principal and interest under the Note
without any deduction for any setoff or counterclaim.

14. Costs of Collection. If this Note is not paid when due, the Maker shall pay
Payee's reasonable costs of collection, including reasonable attorney's fees.

                                  EQUITEX, INC.


                                  By       /s/ Henry Fong
                                     ------------------------------------------
                                        Henry Fong, Chief Executive Officer

                                      -7-

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