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 The transactions provided for in the Agreement are hereby rescinded.



     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
    ------------------------
   Its: PRESIDENT
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nMORTGAGE, INC.


By: /S/ HENRY FONG
    ------------------------
   Its: PRESIDENT
        --------------------