AMENDMENT
      TO LOAN AGREEMENT AND NOTE

     

    This
      amendment (the "Amendment',
      dated
      as
      of the date specified below, is by and between the borrower (the "Borrower'
      and
      the
      bank (the "Bank'
      identified
      below.

     

    RECITALS

     

    A.
      The
      Borrower and the Bank have executed a Loan Agreement (the "Agreements
      dated
      DECEMBER
      2, 2004
      and the
      Borrower has executed
      a Note (the "Note'),
      dated
      DECEMBER
      2, 2004,
      either
      or both which may have been amended and replaced from time to time, and the
      Borrower (and if applicable, certain third parties) have executed the collateral
      documents which may or may not be identified in the Agreement and certain other
      related documents (collectively the "Loan
      Documents"), setting
      forth the terms and conditions upon which the Borrower may obtain loans from
      the
Bank
      from
      time to time in the stated amount of $ 750,000.00  may
      be
      amended from time to time.

     

    B.
      The
      Borrower has requested that the Bank permit certain modifications to the
      Agreement and Note as described below.

    

      C.
        The
        Bank has agreed to such modifications, but only upon the terms and conditions
        outlined in this Amendment.

    

    

      TERMS
        OF AGREEMENT

       

    

    In
      consideration of the mutual covenants contained herein, and for other goad
      and
      valuable consideration, the Borrower and the Bank agree as follows:

     

    x Change
      in Maturity Date. If checked
      here, any references in the Agreement or Note to the maturity date or date
      of
      final payment are hereby deleted and replaced with " - NOVEMBER
      30, 2008

     

    q
      Change in Maximum Loan Amount. If
      checked here, all references in the Agreement and in the Note (whether or not
      numerically) to the maximum loan amount are hereby deleted and replaced with
      "$       ,
which
      evidences an additional $________________________
      available to be advanced subject to the terms and conditions of the Agreement
      and Note.

     

    qTemporary
      Increase in Maximum Loan Amount.
      If checked here, notwithstanding the maximum principal amount that may be
      borrowed from time to time under the Agreement and Note, the maximum principal
      amount that may be borrowed thereunder shall increase from $to
      $effective
      __        through_________________________
      annually.
      On_____________________________ through____________
      annually, the maximum principal amount that may be borrowed thereunder shall
      revert to $ _____________________ and any loans outstanding in excess of that
      amount will be immediately due and payable without further demand by the
      Bank.

     

    qChange
      in
      Multiple Advance
      Termination Date. If
      checked here, all references in the Agreement and in the Note to the termination
      date for multiple advances are hereby deleted and replaced
      with
      
      "______________________”.

    

    


    q
      Change in Payment Schedule. If
      checked here, effective upon the date of this Amendment, any payment terms
      are
      amended as follows: 

    
       

    

    
      
        
        

      

      
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    q Change
      In Late Payment Fee. If
      checked here, subject to applicable law, if any payment is not made on or before
      its due date, the Bank may collect a delinquency charge of_.%
      of the
      unpaid amount. Collection of the late payment fee shall not be deemed to be
      a
      waiver of the Bank's right to declare a default hereunder.

     

    q Change
      in Closing Fee. If
      checked here and subject to applicable law, the Borrower will pay the Bank
      a
      closing fee of $
      (apart
      from any prior closing fee) contemporaneously with the execution of this
      Amendment. This fee is in addition to all other fees, expenses and other amounts
      due hereunder.

     

    q Change
      in Paid-In-Full Period. If checked
      here, all revolving loans under the Agreement and the Note must be paid in
      full
      for a period of at least consecutive
      days during each fiscal year. Any previous Paid-in-Full provision is hereby
      replaced with this provision.

     

    Default
      Interest Rate. Notwithstanding
      any provision of this Note to the contrary, upon any default or at any time
      during the continuation thereof (including failure to pay upon maturity), the
      Bank may, at its option and subject to applicable law, increase the interest
      rate on this Note to a rate of 5% per annum plus the interest rate otherwise
      payable hereunder. Notwithstanding the foregoing and subject to applicable
      law,
      upon the occurrence of a default by the Borrower or any guarantor involving
      bankruptcy, insolvency, receivership proceedings or an assignment for the
      benefit of creditors, the interest rate on this Note shall automatically
      increase to a rate of 5% per annum plus the rate otherwise payable
      hereunder.

     

    Effectiveness
      of Prior Documents. Except
      as
      specifically amended hereby, the Agreement, the Note and the other Loan
      Documents shall remain in full force and effect in accordance with their
      respective terms. All warranties and representations contained in the Agreement
      and the other Loan Documents are hereby reconfirmed as of the date hereof.
      All
      collateral previously provided to secure the Agreement and/or Note continues
      as
      security, and all guaranties guaranteeing obligations under the Loan Documents
      remain in full force and effect. This is an amendment, not a
      novation.

     

    Preconditions
      to Effectiveness. This
      Amendment shall only become effective upon execution by the Borrower and the
      Bank, and approval by any other third party required by the Bank.

     

    No
      Waiver of Defaults; Warranties. This
      Amendment shall not be construed as or be deemed to be a waiver by the Bank
      of
      existing defaults by the Borrower, whether known or undiscovered. All
      agreements, representations and warranties made herein shall survive the
      execution of this Amendment.

     

    Counterparts.
      This
      Amendment may be signed in any number of counterparts, each of which shall
      be
      considered an original, but when taken together shall constitute one
      document.

     

    Authorization.
      The
      Borrower represents and warrants that the execution, delivery and performance
      of
      this Amendment and the documents referenced herein are within the authority
      of
      the Borrower and have been duly authorized by all necessary action.

     

    Transferable
      Record. The
      agreement and note, as amended, is a "transferable record" as defined in
      applicable law relating to electronic transactions. Therefore, the holder of
      the
      agreement and note, as amended, may, on behalf of Borrower, create a microfilm
      or optical disk or other electronic image of the agreement and note, as amended,
      that is an authoritative copy as defined in such law. The holder of the
      agreement and note, as amended, may store the authoritative copy of such
      agreement and note, as amended, in its electronic form and then destroy the
      paper original as part of the holder's normal business practices. The holder,
      on
      its own behalf, may control and transfer such authoritative copy as permitted
      by
      such law.

     

    Attachments.
      All documents attached hereto, including any appendices, schedules, riders,
      and
      exhibits to this Amendment, are hereby expressly incorporated herein by
      reference.

     

    [SIGNATURE(S)
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    Dated
      as
      of November
      13, 2007

     

    Borrower
      name (Organization)

     

    Itex
      Corporation

    a
      Nevada
      Corporation

     

    
      
        	
                By:

              	
                /s/
                  Steven White

              	 
	
                Name
                  and Title Steven M. White, Chairman of the
                  Board

              


      

    

     

     

    Agreed
      to:

    U.S.
      BANK
      N.A.

    


    
      	
              By:

            	
              /s/
                Timothy J. Flynn

            	 
	 
	
              Name
                and Title Timothy J. Flynn, Vice
                President

            


    

     

    
      
        
        

      

      
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