CHANGE
      IN CONTROL AGREEMENT

    


    THIS
      CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Steven
      White (“Executive”), and ITEX Corporation, a Nevada corporation (“ITEX” or the
“Company”), effective as of February 28, 2008 (the “Effective
      Date”).

    


    RECITALS

    


    A.
      ITEX
      believes that Executive has made and will continue to make valuable
      contributions to the productivity and profitability of ITEX and considers it
      essential to the best interests of its stockholders to foster the continued
      employment of Executive as a key member of ITEX’s senior executive
      team.

    


    B.
      ITEX
      recognizes that, as is the case with many publicly-held corporations, the
      possibility of a change in control exists and that such possibility, and the
      uncertainty and questions which it may raise among management, may result in
      the
      departure or distraction of management personnel to the detriment of ITEX and
      its stockholders.

    


    C.
      ITEX
      has determined that appropriate steps should be taken to reinforce and encourage
      the continued attention and dedication of Executive to his assigned duties
      without distraction in the face of potentially disturbing circumstances arising
      from the possibility of a change in control.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, ITEX and the Executive hereby agree as follows:

    


    1.  Definitions.
      As used
      herein, the following terms shall have the described meanings:

    


    (a)
      “Award” means the grant of ITEX Corporation restricted stock, stock incentive or
      an option to purchase ITEX Corporation common stock to Executive granted under
      the Plan.

    


    (b)
      “Award Agreement” means any written agreement between ITEX and Executive
      relating to an Award under the Plan.

    


    (c)
       “Base Compensation” means the base salary or wages paid the Executive as
      compensation for services at the annual rate of One Hundred and Fifty Thousand
      Dollars ($150,000) or at such higher rate as the Company may determine from
      time
      to time.

    


    (d)
      “Cause” means (1) the willful and continued failure by the Executive to
      substantially perform the Executive’s duties with the Company (other than any
      such failure resulting from the Executive’s incapacity due to physical or mental
      illness) after a written demand for substantial performance is delivered to
      the
      Executive by the Board (or by a delegate appointed by the Board), which demand
      specifically identifies the manner in which the Board believes that the
      Executive has not substantially performed the Executive’s duties, or
      (2) the willful engaging by the Executive in illegal conduct or gross
      misconduct which is demonstrably and materially injurious to the Company,
      monetarily or otherwise. For purposes of Sections (1) and (2) of this
      definition, (A) no act, or failure to act, on the Executive’s part shall be
      deemed “willful” unless it is done, or omitted to be done, by the Executive in
      bad faith or without reasonable belief that the act, or failure to act, was
      in
      the best interests of the Company, (B) in the event of a dispute concerning
      the application of this provision, no claim by the Company that Cause exists
      shall be given effect unless the Company establishes to the Board by clear
      and
      convincing evidence that Cause exists, and (C) any act, or failure to act,
      based
      upon authority given pursuant to a resolution duly adopted by the Board or
      based
      upon the advice of counsel for the Company shall be conclusively presumed to
      be
      done, or omitted to be done, by the Executive in good faith and in the best
      interests of the Company.


    
      
         

      

      
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    (e)
      “Change in Control” shall mean the occurrence of any of the following
      events:

    


    (i) the
      individuals who are Incumbent Directors cease for any reason to constitute
      a
      majority of the members of the Board; 

    


    (ii)
      the
      consummation of a consolidation or merger of ITEX or an affiliate of ITEX with
      another business entity, unless the individuals and entities who were the
      beneficial owners of the voting securities of ITEX outstanding immediately
      prior
      to such consolidation or merger own, directly or indirectly, at least
50
      percent
      of the combined voting power of the voting securities of any of ITEX, the
      surviving entity or the parent of the surviving entity outstanding immediately
      after such consolidation or merger; 

    


    (iii) any
      person becomes a beneficial owner, directly or indirectly, of securities of
      ITEX
      representing 50 percent or more of the combined voting power of ITEX’s then
      outstanding voting securities, and for this purpose the terms “person” and
“beneficial ownership” shall have the meanings provided in Section 13(d) of the
      Securities Exchange Act of 1934, as amended, or related rules promulgated by
      the
      Securities and Exchange Commission; 

    


    (iv)
      the
      sale, transfer, lease or other disposition of all or substantially all of the
      assets of ITEX (an “Asset Sale”), unless: 

    


    	(a)  	
            the
              individuals and entities who were the beneficial owners of the voting
              securities of ITEX immediately prior to such Asset Sale own, directly
              or
              indirectly, 50 percent or more of the combined voting power of the
              voting securities of the entity that acquires such assets in such Asset
              Sale or its parent immediately after such Asset Sale in substantially
              the
              same proportions as their ownership of ITEX’s Voting Securities
              immediately prior to such Asset Sale; or 

          


    


    	(b)  	
            the
              individuals who comprise the Board immediately prior to such Asset
              Sale
              constitute a majority of the board of directors or other governing
              body of
              either the entity that acquired such assets in such Asset Sale or its
              parent; or

          


    


    (v)
      the
      voluntary or involuntary closure and winding up of ITEX’s business and related
      affairs or the approval by stockholders of ITEX of a plan of complete
      liquidation or dissolution of ITEX.

    


    (f)
“Good
      Reason” for termination by the Executive of his employment means the occurrence
      (without the Executive’s express written consent) after any Change in Control,
      or prior to a Change in Control under the circumstances described in clauses
      (a) and (b) of the second paragraph of the definition of Termination
      of Employment (treating all references to “Change in Control” in paragraphs
      (i) through (vi) below as references to a “Potential Change in
      Control”), of any one of the following acts by the Company, or failures by the
      Company to act, unless, in the case of any act or failure to act described
      in
      paragraph (i), (v), or (vi) below, such act or failure to act is an
      isolated, insubstantial and inadvertent action not taken in bad faith and that
      is remedied by the Company promptly after receipt of notice thereof given by
      the
      Executive and prior to the effective date of the Executive’s termination for
      Good Reason:


    
      
         

      

      
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    (i)
      the
      assignment to the Executive of any duties or responsibilities which are
      diminished as compared to the Executive’s duties and responsibilities
      immediately prior to a Change in Control or a change in the Executive’s
      reporting responsibilities, titles or offices as an Employee and as in effect
      immediately prior to the Change in Control, including without limitation, if
      the
      Executive is required to report to any individual other than the Board, if
      the
      Executive is not the highest ranking officer of the Company’s ultimate parent
      entity, or the involuntary removal of Chairman from the position of Chairman
      of
      the Board; 

    


    (ii)
      a
      reduction by the Company in the Executive’s annual Base Compensation as in
      effect on the date hereof or as the same may be increased from time to time;
      

    


    (iii)
      a
      failure of the Board to nominate Executive as a director of the Company;


    


    (iv)
      the
      relocation of the Executive’s principal place of employment to a location
      outside of a 25-mile radius from the Executive’s principal place of employment
      immediately prior to the Change in Control or the Company’s requiring the
      Executive to be based anywhere other than such principal place of employment
      (or
      permitted relocation thereof) except for required travel on the Company’s
      business to an extent substantially consistent with the Executive’s business
      travel obligations immediately prior to a Change in Control;

    


    (v) 
      the failure by the Company to pay to the Executive any portion of the
      Executive’s current compensation; 

    


    (vi)  the
      failure by the Company to continue to provide the Executive with benefits
      substantially similar to those enjoyed by the Executive under any of the
      Company’s life insurance, medical, health and accident, or disability plans in
      which the Executive was participating immediately prior to the Change in
      Control, the taking of any other action by the Company which would directly
      or
      indirectly materially reduce any of such benefits or deprive the Executive
      of
      any benefit enjoyed by the Executive at the time of the Change in Control,
      or
      the failure by the Company to provide the Executive with the number of paid
      vacation days to which the Executive is entitled on the basis of years of
      service with the Company in accordance with the Company’s normal vacation policy
      in effect immediately prior to the time of the Change in Control; or


    


    (vii) any
      purported termination of the Executive’s employment which is not effected
      pursuant to a notice of termination satisfying the requirements of
      Section 6.1.

    


    The
      Executive shall have the right to terminate his employment for Good Reason
      even
      if he becomes incapacitated due to physical or mental illness. The Executive’s
      continued employment shall not constitute consent to, or a waiver of any rights
      with respect to, any act or failure to act constituting Good Reason hereunder.
      

    


    For
      purposes of any determination regarding the existence of Good Reason, any claim
      by the Executive that Good Reason exists shall be presumed to be
      conclusive
      and
      binding upon all parties unless the Company establishes to the Compensation
      Committee by clear and convincing evidence that Good Reason does not
      exist.

    


    (g)
      “Highest Base Compensation” means the Executive’s annualized Base Compensation
      in effect immediately prior to (a) a Change in Control, (b) the first
      event or circumstance constituting Good Reason, or (c) the Executive’s
      Termination of Employment, whichever is greatest. 



    
      
         

      

      
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    (h)  “Incumbent
      Director” means:

     

    (i)
      a
      member of the Board on the Effective Date; or 

    


    (ii)
      an
      individual —

     

    	(1)  	
            who
              becomes a member of the Board after the Effective Date;
              

          


     

    	(2)  	
            whose
              appointment or election by the Board or nomination for election by
              ITEX’s
              stockholders is approved or recommended by a vote of at least two-thirds
              of the then serving Incumbent Directors (as defined herein); and
              

          


     

    (3)
      whose
      initial assumption of service on the Board is not in connection with an actual
      or threatened election contest. 

    


    (i)
      “Person” shall have the meaning ascribed to the term in Section 3(a)(9) of
      the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
      “group” as defined in Section 13(d) thereof, except that the term shall not
      include (a) the Company or any of its affiliates, (b) an underwriter
      temporarily holding securities pursuant to an offering of those securities
      or
      (c) a corporation owned, directly or indirectly, by the stockholders of the
      Company in substantially the same proportions as their ownership of stock of
      the
      Company. 

    


    (j)
      “Plan” means the ITEX Corporation 2004 Equity Incentive Plan.

    


    (k)
      “Termination of Employment” means the termination of the Executive’s employment
      relationship with the Company (a) by the Company without Cause after a
      Change in Control occurs, or (b) by the Executive for Good Reason after a
      Change in Control occurs. 

    


    For
      purposes of this definition, the Executive’s employment shall be deemed to have
      been terminated after a Change in Control, if (a) the Executive’s
      employment is terminated by the Company without Cause prior to a Change in
      Control (whether or not a Change in Control ever occurs) and such termination
      was at the request or direction of a Person who has entered into an agreement
      with the Company, the consummation of which would constitute a Change in
      Control; (b) the Executive terminates his employment for Good Reason prior
      to a Change in Control (whether nor not a Change in Control ever occurs) and
      the
      circumstance or event which constitutes Good Reason occurs at the request or
      direction of a Person who has entered into an agreement with the Company, the
      consummation of which would constitute a Change in Control; or (c) the
      Executive’s employment is terminated by the Company without Cause or by the
      Executive for Good Reason and such termination or the circumstance or event
      which constitutes Good Reason is otherwise in connection with or in anticipation
      of a Change in Control (whether or not a Change in Control ever occurs). For
      purposes of any determination regarding the applicability of the immediately
      preceding sentence, any position taken by the Executive shall be presumed to
      be
      correct unless the Company establishes to the Compensation Committee by clear
      and convincing evidence that such position is not correct. 

    


    “Termination
      of Employment” does not include (a) a termination of employment due to the
      Executive’s death or disability, or (b) a termination of employment by the
      Executive without Good Reason. 

    


    2.  Term
      of Agreement.
      

    


    2.1
      The
“Term” of this Agreement shall commence on the Effective Date and end on
      (a) the last day of the three-year period beginning on the Effective Date
      if no Change in Control shall have occurred during that three-year period (such
      last day being the “Expiration Date”); or (b) if a Change in Control shall
      have occurred during (i) the three-year period beginning on the Effective
      Date or (ii) any period for which the Term of this Agreement shall have
      been automatically extended pursuant Section 2.2, the last day of the
      two-year period beginning on the date on which the Change in Control occurred.
      


    
      
         

      

      
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    2.2
      After
      the expiration of the time period described in subsection (a) of
      Section 2.1, and in the absence of a Change in Control (as described in
      subsection (b) of Section 2.1) the “Term” of this Agreement shall be
      automatically extended for successive two-year periods beginning on the day
      immediately following the Expiration Date (the beginning date of each successive
      two-year period being a “Renewal Date”), unless, not later than 12 months prior
      to the Expiration Date or applicable Renewal Date, the Company shall give notice
      to Executive that the Term of this Agreement will not be extended. 

    


    3.
       Compensation
      and Benefits
      Following Change of Control.
      If
      there is a Change of Control during the Term of this Agreement, the Company
      shall provide the Executive the benefits described below.

    


    3.1
      Equity
      Based Compensation.
      Upon
      the occurrence of a Change in Control, all shares of restricted ITEX stock,
      any
      options and all other equity incentives and any awards the value of which is
      determined by reference to or based upon the value of ITEX stock, held by the
      Executive under any plan of the Company shall become immediately vested,
      exercisable and nonforfeitable and all conditions thereof (including, but not
      limited to, any required holding periods) shall be deemed to have been
      satisfied. Notwithstanding the foregoing, with the prior written consent of
      the
      Executive, if and to the extent any Award is, in connection with the Change
      in
      Control, either continued in effect, assumed by the successor corporation (or
      parent thereof) or replaced with a comparable award relating to shares of the
      capital stock of the successor corporation (or its parent corporation), the
      then
      unvested option(s) and/or restricted stock subject to such Award shall continue
      to vest pursuant to the terms of the applicable Award Agreement. 

    


    3.2
      Change
      of Control Payment.
      Should
      Executive be employed by ITEX on the date of any Change in Control, then ITEX
      shall pay to Executive in a lump sum on the date of the Change in Control or
      as
      soon thereafter as is reasonably practical, an amount equal to 100% of
      Executive’s Highest Base Compensation.  The payment contemplated in this
      Section 3.2 shall be reduced by any tax or other withholdings required by law
      or
      elected by Executive. The benefits and payments provided in this Section 3
      shall
      be in addition to and not in lieu of the benefits and payments described in
      Section 4.

    


    4.
       Compensation
      and Benefits
      Following Termination of Employment.
      If the
      Executive incurs a Termination of Employment during the Term of this Agreement,
      subject to the limitations of Section 5 of this Agreement, the Company shall
      provide the Executive the benefits described below.

    


    4.1
      Equity
      Based Compensation.
      Upon
      the occurrence of a Termination of Employment, to the extent any Award was
      continued, assumed or replaced in the Change in Control and was not otherwise
      accelerated at that time, all shares of restricted ITEX stock, any options
      and
      all other equity or phantom equity incentives and any awards the value of which
      is determined by reference to or based upon the value of ITEX stock, held by
      the
      Executive under any plan of the Company shall become immediately vested,
      exercisable and nonforfeitable and all conditions thereof (including, but not
      limited to, any required holding periods) shall be deemed to have been
      satisfied. 

    


    4.2 
      Severance
      Payment Based Upon Base Compensation.
      The
      Company will pay the Executive a cash severance benefit equal to two times
      the
      Executive’s Highest Base Compensation. The Executive’s severance payment under
      this paragraph will be paid at the option of the Company either (1) in a single
      sum cash payment within thirty (30) days after the Executive’s Employment
      Termination Date or, (2) over a period of twenty-four (24) months (“Severance
      Period”) from the effective date of termination, such severance to be paid in
      substantially equal increments at normal semi-monthly payroll intervals, or
      at
      such intervals and amounts as the parties may otherwise agree.




    
      
         

      

      
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    4.3
      Health
      Insurance Benefits.
      If ITEX
      elects to pay the severance payment over the Severance Period as provided by
      Section 4.2, then for two years following the Executive’s Employment Termination
      Date (the “Severance Period”), the Company shall arrange to provide the
      Executive and his dependents health insurance benefits (including medical,
      dental, vision and orthodontia benefits), in each case, substantially similar
      to
      those provided to the Executive and his dependents immediately prior to the
      Employment Termination Date or, if more favorable to the Executive, those
      provided to the Executive and his dependents immediately prior to the first
      occurrence of an event or circumstance constituting Good Reason, at no greater
      cost to the Executive than the cost to the Executive immediately prior to such
      date or occurrence. During the Severance Period will pay under COBRA the Company
      portion of the medical benefits that the Executive was receiving prior to
      termination. If ITEX adjusts or changes any or all of the health insurance
      benefits generally for its employees in the State of Washington, then ITEX
      may
      make a comparable adjustment in the benefits otherwise receivable by the
      Executive pursuant to this Section 4.3. Benefits otherwise receivable by
      the Executive pursuant to this Section 4.3 shall be reduced to the extent
      benefits of the same type are received by or made available to the Executive
      during the Continuation Period (and any such benefits received by or made
      available to the Executive shall be reported to the Company by the Executive).
      If the severance payment provided by Section 4.2 is paid as a single sum cash
      payment within thirty (30) days after the Executive’s Employment
      Termination Date, no health insurance benefits shall be payable to Executive
      under this Section 4.3. 

    


    4.4
      Life
      Insurance Benefit.
      The
      Executive may, at his option, convert his $2 million life insurance coverage,
      currently with the Company named as sole beneficiary, to an individual policy.
      If converted, the policy’s premium will be responsibility of Executive.


    


    5.
       Limitation
      on Benefits.

    


    5.1
      If
      any payments or benefits received or to be received by the Executive (whether
      pursuant to the terms of this Agreement, or any other plan or agreement with
      the
      Company, any Person whose actions result in a Change in Control or any Person
      affiliated with the Company or such Person) (such payments or benefits, being
      hereinafter referred to as the “Total Payments”) will be subject to the excise
      tax imposed by section 4999 of the Internal Revenue Code or any successor
      provision thereto, or any similar tax imposed by state or local law, or any
      interest or penalties with respect to such excise tax (such tax or taxes,
      together with any such interest and penalties, are hereafter collectively
      referred to as the “Excise Tax”), then, the amount payable pursuant to Section 3
      or 4 of this Agreement, as applicable, shall be reduced by such amount and
      to
      such extent necessary to make such payments and benefits not subject to the
      Excise Tax, but only if such reduction results in a higher after-tax payment
      to
      the Executive after taking into account the Excise Tax and any additional taxes
      the Executive would pay if such payments and benefits were not reduced.



    
      
         

      

      
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    6.  Termination
      Procedures and Compensation During Dispute. 

    


    6.1
      Notice
      of Termination.
      After a
      Change in Control and during the Term of this Agreement, any purported
      termination of the Executive’s employment by the Company shall be communicated
      by the Company by a written Notice of Termination to the Executive in accordance
      with Section 10.6. For purposes of this Agreement, a “Notice of
      Termination” shall mean a notice which shall indicate the specific termination
      provision in this Agreement relied upon and shall set forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of the
      Executive’s employment under the provision so indicated. Further, a Notice of
      Termination for Cause is required to include a copy of a resolution duly adopted
      by the affirmative vote of not less than three-quarters (3/4) of the entire
      membership of the Board at a meeting of the Board which was called and held
      for
      the purpose of considering such termination (after reasonable notice to the
      Executive and an opportunity for the Executive, together with the Executive’s
      counsel, to be heard before the Board) finding that, in the good faith opinion
      of the Board, the Executive was guilty of conduct set forth in clause
      (1) or (2) of the definition of Cause herein, and specifying the
      particulars thereof in detail. No purported termination of the Executive’s
      employment by the Company after a Change in Control and during the Term of
      this
      Agreement shall be effective unless the Company complies with the procedures
      set
      forth in this Section. 

    


    6.2
      Employment
      Termination Date.
      “Employment Termination Date,” with respect to any purported termination of the
      Executive’s employment after a Change in Control and during the Term of this
      Agreement, shall mean (i) if the Executive’s employment is terminated for
      disability, thirty (30) days after Notice of Termination is given (provided
      that the Executive shall not have returned to the full-time performance of
      the
      Executive’s duties during such thirty (30) day period), and (ii) if
      the Executive’s employment is terminated for any other reason, the date
      specified in the Notice of Termination (which, in the case of a termination
      by
      the Company, shall not be less than thirty (30) days (except in the case of
      a termination for Cause) and, in the case of a termination by the Executive,
      shall not be less than fifteen (15) days nor more than sixty (60) days,
      respectively, from the date such Notice of Termination is given). 

    


    6.3
      Dispute
      Concerning Termination.
      If
      within fifteen (15) days after any Notice of Termination is given, or, if
      later, prior to the Employment Termination Date (as determined without regard
      to
      this Section), the party receiving such Notice of Termination notifies the
      other
      party that a dispute exists concerning the termination, the Employment
      Termination Date shall be extended until the earlier of (i) the date on
      which the Term of this Agreement ends or (ii) the date on which the dispute
      is finally resolved, either by mutual written agreement of the parties or by
      a
      final judgment, order or decree of an arbitrator or a court of competent
      jurisdiction (which is not appealable or with respect to which the time for
      appeal therefrom has expired and no appeal has been perfected); provided,
      however, that the Employment Termination Date shall be extended by a notice
      of
      dispute given by the Executive only if such notice is given in good faith and
      the Executive pursues the resolution of such dispute with reasonable diligence.
      

    


    6.4
      Compensation
      During Dispute.
      If a
      purported termination occurs following a Change in Control and during the Term
      of this Agreement and the Employment Termination Date is extended in accordance
      with Section 6.3, the Company shall continue to pay the Executive the full
      compensation in effect when the notice giving rise to the dispute was given
      (including, but not limited to, salary) and continue the Executive as a
      participant in all compensation, benefit and insurance plans in which the
      Executive was participating when the notice giving rise to the dispute was
      given
      or those plans in which the Executive was participating immediately prior to
      the
      first occurrence of an event or circumstance giving rise to the Notice of
      Termination, if more favorable to the Executive, until the Employment
      Termination Date, as determined in accordance with Section 6.3. Amounts
      paid under this Section are in addition to all other amounts due under this
      Agreement (other than those due under Section 3) and shall not be offset
      against or reduce any other amounts due under this Agreement. 


    
      
         

      

      
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    7.  Release
      Agreement. Executive
      acknowledges and agrees that the Company’s payment of the severance compensation
      pursuant to Sections 3 and 4 of this Agreement shall be deemed to constitute
      a
      full settlement and discharge of any and all obligations of the Company to
      Executive arising out of this Agreement, Executive’s employment with the Company
      or the termination of Executive’s employment with the Company, except for any
      vested rights Executive may have under any insurance, stock option or equity
      compensation plan or any other employee benefit plans sponsored by the
      Company.  Executive further acknowledges and agrees that as a
      condition to receiving any of the severance compensation pursuant to
      Section 3 or 4 of this Agreement, Executive will execute and deliver to the
      Company a release agreement in form and substance reasonably satisfactory to
      the
      Company pursuant to which Executive will release and waive any and all claims
      against the Company (and its officers, directors, shareholders, employees and
      representatives) arising out of this Agreement, Executive’s employment with the
      Company, and the termination of Executive’s employment with the Company (as
      applicable under the relevant Section above), including without limitation
      claims under all federal, state and local laws; provided, however, that such
      Release Agreement shall not affect or relinquish (a) any vested rights
      Executive may have under any insurance, stock option or equity compensation
      plan, or other employee benefit plan sponsored by the Company, (b) any
      claims for reimbursement of business expenses incurred prior to the employment
      termination date, or (c) any rights to severance compensation under
      Section 3 or 4 of this Agreement.

    


    8.  Non-Competition
      and Non-Solicitation. As
      further consideration for the Company’s payment of the severance compensation
      pursuant to Sections 3 and 4 of this Agreement, Executive agrees for a
      period of 12 months following termination of the Executive’s employment by
      the Company pursuant to this Agreement that Executive will not, directly or
      indirectly, on his own behalf or on the behalf of others, in any geographic
      area
      or market where ITEX is conducting, or has, during the previous twelve months
      conducted, any business: 

    


    	(a)  	
            Engage
              in any business competitive with the business conducted by ITEX at
              the
              time of Executive’s termination or set forth in any then-existing business
              plan that Executive has approved and with respect to which significant
              steps toward implementation have been taken at the time of Executive’s
              termination; 

          


    


    	(b)  	
            Render
              advice or services to, or otherwise assist, any other person, association,
              or entity who is engaged, directly or indirectly, in any business
              competitive with the business conducted by ITEX at the time of Executive’s
              termination or set forth in any then-existing business plan that Executive
              has approved and with respect to which significant steps toward
              implementation have been taken at the time of Executive’s termination; or
              

          


    


    	(c)  	
            Solicit,
              influence, or induce, or attempt to solicit, influence, or induce,
              any
              employee of ITEX to terminate his or her employment with ITEX, or recruit,
              hire or assist in the recruitment or hiring of any such employee by
              any
              person, association, or entity not affiliated with ITEX.
              

          


    


    Executive
      understands that these restrictions may limit Executive’s ability to engage in
      certain businesses anywhere in the world during the period provided for above,
      but Executive also acknowledges and agrees that Executive will receive
      sufficiently high remuneration and other benefits under this Agreement to
      justify such restriction. 

    


    8. Legal
      and Accounting Fees.
      The
      Company shall pay, on a fully grossed up, after tax basis, all legal and
      accounting fees and expenses incurred by the Executive (i) for purposes of
      determining under Section 5.1 whether any of the Total Payments will be subject
      to the Excise Tax, the amount of such Excise Tax, and whether a reduction under
      Section 5.1 would result in a higher after-tax payment to the Executive
      (including, the opinion of tax counsel reasonably acceptable to the Executive
      and selected by the accounting firm which was, immediately prior to the Change
      in Control, the Company’s independent auditor), (ii) in disputing any issue
      relating to the Executive’s termination of employment, (iii) in seeking in
      good faith to obtain or enforce any benefit or right provided under this
      Agreement, or (iv) in connection with any tax audit or proceeding to the
      extent attributable to the application of section 4999 of the Code to any
      payment or benefit under this Agreement. Such payments shall be made within
      ten
      (10) business days after delivery of the Executive’s written request for
      payment accompanied with such evidence of fees and expenses incurred as the
      Company may reasonably require. 


    
      
         

      

      
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    9.  Withholding.
      The
      Company may withhold from any benefits paid under this Agreement all income,
      employment, and other taxes required to be withheld under applicable law.


    


    10.  Death
      of the Executive.
      If the
      Executive dies after his Employment Termination Date but before the Executive
      receives full payment of the benefits to which he is entitled, any unpaid
      benefits will be paid to the Executive’s surviving spouse, or if the Executive
      does not have a surviving spouse, to the Executive’s estate. 

    


    11.  Amendment.
      This
      Agreement may not be amended except pursuant to a written instrument that is
      authorized by the Compensation Committee and agreed to in writing and signed
      by
      the Executive. 

    


    12.
       Miscellaneous.

    


    12.1
      Agreement
      Not an Employment Contract.
      ITEX
      employment of Executive is on an “at will” basis and nothing in this Agreement
      shall be interpreted or construed as a promise or contract of employment for
      a
      particular term or period. ITEX may terminate Executive’s employment at any time
      with or without cause and without notice. Executive may terminate his employment
      at any time with Good Reason or without Good Reason.

    


    12.2
      Waiver.
      No
      waiver of any provision of this Agreement shall be valid unless in writing
      signed by the waiving party, nor shall any waiver or failure to enforce any
      right in one instance constitute or be deemed a continuing waiver of that right
      or of any other right under this Agreement in any other instance.

    


    12.3
      Assignment
      Prohibited.
      Executive may not assign any of his rights nor delegate any of his duties
      hereunder. ITEX may assign this Agreement and delegate its duties hereunder
      in
      connection with any merger, consolidation or sale of assets, or to any of its
      affiliates at any time owned by, or under

    common
      ownership with, ITEX. The rights and obligations of the parties shall bind
      and
      inure to the benefit of their respective, successors, permitted assigns, heirs
      and personal representatives.

    


    12.4
      Choice
      of Law and Jurisdiction.
      ITEX
      and Executive intend this Agreement to be governed by and enforced to the
      greatest extent permitted by the laws of the State of Washington without regard
      to its conflict of law principles to the contrary. The parties agree to submit
      to the personal jurisdiction of the

    state
      and
      federal courts sitting in King County, Washington, and agree that any action,
      suit or proceeding in connection with this Agreement or concerning any aspect
      of
      Executive’s employment shall be brought in such courts to the exclusion of all
      other forums.

    


    12.5
      Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable to any
      extent, it shall nevertheless be enforced to the fullest extent allowed by
      law
      in that and other contexts, and the validity and force of the remainder of
      this
      Agreement shall not be affected.

    


    12.6
      No
      Mitigation.
      The
      Company agrees that if the Executive’s employment with the Company terminates
      during the Term of this Agreement, the Executive is not required to seek other
      employment or to attempt in any way to reduce any amounts payable to the
      Executive by the Company pursuant to this Agreement. Further, except as
      expressly provided otherwise herein, the amount of any payment or benefit
      provided for in this Agreement (other than Section 4.3) shall not be
      reduced by any compensation earned by the Executive as the result of employment
      by another employer, by retirement benefits, by offset against any amount
      claimed to be owed by the Executive to the Company, or otherwise.



    
      
         

      

      
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    12.7
      Other
      Amounts Due.
      Except
      as expressly provided otherwise herein, the payments and benefits provided
      for
      in this Agreement are in addition to and not in lieu of amounts and benefits
      that are earned by the Executive prior to his Termination of Employment. The
      Company shall pay the Executive any compensation earned through the Employment
      Termination Date but not previously paid the Executive. Further the Executive
      shall be entitled to any other amounts or benefits due the Executive in
      accordance with any contract, plan, program or policy of the Company or any
      of
      its affiliates. Amounts that the Executive is entitled to receive under any
      plan, program, contract or policy of the Company or any of its affiliates at
      or
      subsequent to the Executive’s Termination of Employment shall be payable or
      otherwise provided in accordance with such plan, program, contract or policy,
      except as expressly modified herein. 

    


    12.8
      Notices.
      All
      notices required or permitted hereunder shall be given in writing and delivered
      in person, transmitted by facsimile, delivered via overnight courier or sent
      by
      registered or certified mail, postage prepaid and return receipt requested,
      to
      the parties at their respective addresses and facsimile numbers, or to such
      other address/number as a party may subsequently specify in writing. Notice
      shall be deemed effective upon the earlier of actual receipt, which if by
      facsimile shall be deemed conclusively determined by electronic confirmation
      of
      delivery, the next day following deposit with a national commercial delivery
      service if sent by overnight courier, or the third business day after the date
      on which said notice was sent by any other method described above.

    


    12.9
      Complete
      Agreement.
      This
      Agreement comprises the entire agreement between the parties. It may be changed
      only by further written agreement, signed by the parties specified in Section
      9
      above. It supersedes and merges within it all prior agreements or understandings
      between the parties, whether written or oral. In interpreting or construing
      this
      Agreement, the fact that one or the other of the parties may have drafted this
      Agreement or any provision shall not be given any weight or
      relevance.

    


    12.10
      Attorney’s
      Fees and Costs.
      The
      prevailing party in any claim, suit or proceeding brought to interpret or
      enforce the terms of this Agreement shall be entitled to an award of its
      attorneys fees and costs incurred in every stage of such claim, suit or
      proceeding, including appeal.

    


    Signed
      by
      the parties as of the date first written above.

    


    
      	
              ITEX
                CORPORATION

            	
              EXECUTIVE

            
	 	 
	
              

            	
              

            
	
              By:
                

            	
              Steven
                White

            
	
              Eric
                Best, Director

            	 
	
              Chairman
                of Compensation Committee

            	 
	 	 
	
              

            	 
	
              By:

            	 
	
              John
                Wade, Director

            	 


    

    


    
      
         

      

      
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