CHANGE
      IN CONTROL AGREEMENT

     

    THIS
      CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of ________, 2008,
      by and between __________ (“Employee”), and ITEX, Corporation
      (“ITEX”).

    


    RECITALS

    


    A.
      Employee is a valued member of ITEX’s team whose continued diligence and best
      efforts in the execution of Employee’s duties ITEX wishes to incentivize and
      encourage.

    


    B.
      ITEX
      has determined that one measure to achieve this end is to provide for Employee’s
      financial security in the form of a severance payment and other benefits in
      the
      event of the termination of Employee’s employment under certain
      conditions.

    


    C.
      ITEX
      and Employee desire to memorialize the terms and conditions of such severance
      as
      set forth herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, the parties 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 Employee under the
      Plan.

    


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

    


    (c)
      “Cause” means willful, reckless or negligent misconduct with respect to, or that
      is harmful to, ITEX or any of its officers, directors, employees, clients,
      partners, insurers, or other third parties, including without limitation, acts
      of dishonesty, fraud, unauthorized use or disclosure of confidential information
      or trade secrets or other misconduct, in each case as determined by ITEX in
      its
      sole and absolute discretion. 

     

    (d)
      “Change in Control” shall mean any of the following:

    


    (i)
      a
      consolidation or merger of ITEX pursuant to which:

    


    (1)
      ITEX
      is not the continuing or surviving corporation, (2) the shareholders of the
      target entity acquire as a consequence of such consolidation or merger
      securities of ITEX representing more than 50% of the combined voting power
      of
      ITEX’s then outstanding securities, or (3) shares of ITEX’s outstanding capital
      stock are converted into cash, securities or other property, in each instance
      other than a consolidation or merger of ITEX in which ITEX’s shareholders
      immediately prior to the consolidation or merger have the same proportionate
      ownership of voting capital stock of the surviving corporation immediately
      after
      the consolidation or merger; or

    


    (ii)
      the
      sale, transfer or other disposition of all or substantially all of the assets
      of
      ITEX; or 

    


    
      
        
        

      

      
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    (iii) the
      individuals who are incumbent directors as of the date of this Agreement cease
      for any reason to constitute a majority of the members of the Board;


    


    (iv)
      the
      closing of a transaction in which any person has either acquired outright or
      acquired the right to acquire, beneficial ownership of securities of ITEX
      representing more than 50% of the combined voting power of ITEX’s then
      outstanding 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; or

    


    (v)
      a
      reduction in force by ITEX that includes Employee’s position that is made a
      formal or informal prior condition of, or occurs within one calendar year
      following, a transaction described in Sections 1(d)(i) - (iv) hereof;
      or

    


    (vi)
      the
      voluntary or involuntary closure and winding up of ITEX’s business and related
      affairs.

    


    (e)
“Good
      Reason” means the occurrence of any of the following events or conditions
      without Employee’s written consent:

    


    (i)
      ITEX
      is subject to a Change in Control and thereafter there occurs a change in
      Employee’s responsibilities that from a reasonable and objective standard
      represent a substantial reduction in Employee’s responsibilities as in effect
      immediately prior thereto, and which is not remedied promptly after receipt
      of
      written notice thereof from Employee; or

    


    (ii)
      ITEX
      is subject to a Change of Control and thereafter requires Employee to be based
      at any place outside a 50-mile radius of his place of employment prior to such
      Change in Control, except for reasonably required travel on ITEX’S business that
      is not materially greater than such travel requirements prior to the change
      in
      control.

    


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

    


    2.
       Term
      and Termination.
      ITEX
      employment of Employee 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 Employee’s employment at any time
      with or without Cause and without notice. Employee may terminate his employment
      at any time with or without Cause upon ten (10) business days prior written
      notice to ITEX; provided that no such notice must be given, but in such event
      Employee’s then accrued but unused vacation pay, or if accrued vacation pay is
      insufficient, the severance payment herein contemplated, shall be reduced by
      a
      number equal to the difference between the required notice period and the actual
      number of business days notice given by Employee, if any. For purposes of the
      foregoing notice deficit provision, a business day shall equal an eight (8)
      hour
      accrual.

    


    3.
       Severance.

    


    (a)
      Termination
      by ITEX.
      Upon
      termination of Employee’s employment by ITEX in the event of a Change in Control
      within one (1) year from the Change in Control event, ITEX shall continue to
      pay
      Employee his base salary for the period described in Section 3(c) hereof;
provided,
      however,
      that no
      such severance shall be due in the event such termination is for Cause. For
      purposes of Sections 3(a) and (b), the base salary rate used to calculate the
      severance payment herein contemplated shall be the highest rate of such base
      salary received by Employee in the immediately preceding 12 month
      period.

     

    
      
        
        

      

      
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    (b)
      Termination
      by Employee.
      Upon
      Employee’s termination of his employment for Good Reason within one (1) year
      from the Change in Control event, ITEX shall continue to pay Employee his base
      salary for the period described in Section 3(c) hereof.

    


    (c)
      Severance
      Period.
      Employee shall be entitled to receive his then base salary as severance for
      a
      period of _______ (____) months (“Severance Period”) from the effective date of
      termination, which Severance Period is subject to reduction as set forth below
      in this section. Such severance shall be paid in substantially equal increments
      at normal semi-monthly payroll intervals, or at such intervals and amounts
      as
      the parties may otherwise agree. Benefits otherwise receivable by the Employee
      pursuant to this Section 3(c) shall be reduced if Employee has been
      continuously employed by ITEX during the first six months after the Change
      in
      Control event, by reducing the Severance Period by one month for each full
      month
      of ITEX employment completed after the initial six-month period. 

    


    (d)
      Medical
      Benefits.
      At
      Employee’s election, Employee may continue to participate in ITEX’s medical and
      dental benefit plans governed by the Comprehensive Omnibus Budget Reconciliation
      Act (“COBRA”) for the time period provided in COBRA. ITEX shall pay the cost of
      such coverage at the level in effect for Employee as of the effective date
      of
      termination during the Severance Period. Employee shall pay the entire cost
      of
      such coverage thereafter. Benefits otherwise receivable by the Employee pursuant
      to this Section 3(d) shall terminate when medical benefits are received by
      or made available to the Employee by another employer during the Severance
      Period (and Employee agrees to notify the Company promptly if he or she becomes
      an employee of another employer). 

    


    4.  Release
      Agreement. Employee
      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
      Employee arising out of this Agreement, Employee’s employment with the Company
      or the termination of Employee’s employment with the Company, except for any
      vested rights Employee may have under any insurance, stock option or equity
      compensation plan or any other employee benefit plans sponsored by the
      Company.  Employee further acknowledges and agrees that as a condition
      to receiving any of the severance compensation pursuant to Section 3 or 4
      of this Agreement, Employee will execute and deliver to the Company a release
      agreement in form and substance reasonably satisfactory to the Company pursuant
      to which Employee will release and waive any and all claims against the Company
      (and its officers, directors, shareholders, employees and representatives)
      arising out of this Agreement, Employee’s employment with the Company, and the
      termination of Employee’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 Employee 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.

    


    5.  Miscellaneous.

    


    5.1
      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.

    


    5.2
      Assignment
      Prohibited.
      Employee 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.

     

    
      
        
        

      

      
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    5.3
      Choice
      of Law and Jurisdiction.
      ITEX
      and Employee 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 Employee’s employment shall be
      brought in such courts to the exclusion of all other forums.

    


    5.4
      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.

    


    5.5
      No
      Mitigation.
      The
      Company agrees that if the Employee’s employment with the Company terminates
      during the Term of this Agreement, the Employee is not required to seek other
      employment or to attempt in any way to reduce any amounts payable to the
      Employee 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 3(d)) shall not be reduced by any
      compensation earned by the Employee as the result of employment by another
      employer, by retirement benefits, by offset against any amount claimed to be
      owed by the Employee to the Company, or otherwise. 

    


    5.6
      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 Employee prior to his Termination of Employment. The
      Company shall pay the Employee any compensation earned through the Employment
      Termination Date but not previously paid the Employee. Further the Employee
      shall be entitled to any other amounts or benefits due the Employee in
      accordance with any contract, plan, program or policy of the Company or any
      of
      its affiliates. Amounts that the Employee is entitled to receive under any
      plan,
      program, contract or policy of the Company or any of its affiliates at or
      subsequent to the Employee’s Termination of Employment shall be payable or
      otherwise provided in accordance with such plan, program, contract or policy,
      except as expressly modified herein. 

    


    5.7
      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.

    


    5.8
      Complete
      Agreement.
      This
      Agreement comprises the entire agreement between the parties. It may be changed
      only by further written agreement, signed by both parties. 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.

     

    
      
        
        

      

      
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    5.9
      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
      attorney’s 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

              	 	
                EMPLOYEE

              
	 	 	 
	 	 	 
	 	 	 
	
                By:

              	 	 
	
                Steven
                  White

              	 	 
	
                Chief
                  Executive Officer

              	 	 


      

    

     

    
      
        
        

      

      
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