RESCISSION AGREEMENT
Vicent Muratore (the "Seller"), as the sole shareholder of First Bankers
Mortgage Services, Inc. ("FBMS") under the Agreement and Plan of Reorganization
dated August 23, 1999 (the "Agreement"), and Equitex, Inc. ("Equitex"), as party
to the Agreement and nMortgage, Inc. ("nMortgage"), as assignee of Equitex,
stipulate and agree as follows:
WHEREAS, Equitex and nMortgage have demanded rescission of the transaction
contemplated by the Agreement, asserting that the 1998 audited financial
statements of FBMS were inaccurate in significant and material respects, that
Equitex and nMortgage were induced to enter and close the transactions provided
for in the Agreement as a result of inaccurate material facts regarding FBMS,
and asserting other breaches of other Seller's warranties and representations
contained in the Agreement; and
WHEREAS, Equitex and nMortgage have demanded in addition to rescission of
the transactions in the Agreement, that Sellers indemnify Equitex and nMortgage
for losses in excess of $10,000,000 which Equitex and nMortage have incurred as
a result of the misrepresentations and breaches of the Agreement; and
WHEREAS, Seller is not inclined to litigate the issues regarding this
demand for rescission;
NOW THEREFORE, the parties agree as follows:
1. The transactions provided for in the Agreement are hereby rescinded.
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2. Nothing in this Agreement releases, discharges or settles in any way any
claims of Equitex or nMortgage against any person or entity with respect to the
alleged misrepresentations or breaches of the Agreement, all of which are
expressly reserved and retained.
3. Nothing in this Agreement releases, discharges, or satisfies any of the
debts or obligatioins which FBMS owes to Equitex or nMortgage.
VINCENT MURATORE
/S/ VINCENT MURATORE
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EQUITEX, INC.
By: /S/ HENRY FONG
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Its: PRESIDENT
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nMORTGAGE, INC.
By: /S/ HENRY FONG
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Its: PRESIDENT
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