THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
      AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED,
      PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT
      AS PROVIDED HEREIN AND (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT
      TO
      SUCH NOTE WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE
      EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
      RELATING TO THE DISPOSITION OF SECURITIES, PROVIDED THAT AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO ITEX CORPORATION
TO
      SUCH EFFECT IS PROVIDED TO ITEX
      CORPORATION IN
      CONNECTION THEREWITH. 

    


    SENIOR
      SUBORDINATED SECURED PROMISSORY NOTE

    

      
        	
                $_______________

              	
                Bellevue,
                  Washington

              
	 	
                August
                  1, 2007

              


      

    

    


    This
      Senior Subordinated Secured Promissory Note (this “Note”)
      is
      being delivered pursuant to that certain Asset Purchase Agreement (the
"Purchase
      Agreement"), dated
      as
      of July 25, 2007, by and between ITEX Corporation, a Nevada corporation
      (“Maker”)
      and
      The Intagio Group, Inc., a Delaware corporation (“Intagio”).
      This
      Note is being issued as a non-negotiable senior subordinated secured obligation
      of Maker and ranks senior to all of Maker’s other obligations, whether now
      existing or hereinafter incurred or created, except that this Note is
      subordinated to the Bank Debt (as defined in Section 2 hereof) as set forth
      herein. The payment of all amounts due under this Note, including interest
      accrued thereon, is secured pursuant to the terms of that certain Security
      Agreement, dated as of the date hereof, by and between Maker and Intagio (the
      “Security
      Agreement”).
      Capitalized terms not otherwise defined herein shall have the meaning given
      such
      terms in the Purchase Agreement.

     

    1.  Principal
      and Interest.
      Maker
      hereby promises to pay to Intagio, together with its successors and authorized
      assigns (“Payee”),
      in
      immediately available funds, the principal sum of _____________, together with
      interest accrued on the unpaid principal of this Note at the rate of 8.0% per
      annum, commencing on the date hereof. Interest shall be computed based on the
      basis of a 365 day year for the actual number of days elapsed. Principal and
      interest on this Note shall be payable in 24 equal monthly installments of
      $52,500 (or such lesser amount as is then outstanding under this Note), payable
      on the last day of each calendar month commencing on August 31, 2007 (each
      such
      date is herein referred to as a “Payment
      Date”).
      Any
      remaining unpaid amount of principal or interest shall be due and payable in
      full on August 31, 2010. All or any portion of the principal amount outstanding
      under this Note may be prepaid by Maker at any time without premium or penalty.
      Each such principal prepayment shall be accompanied by the interest accrued
      and
      outstanding with respect to such principal amount. Each such principal
      prepayment shall be applied to installments of principal payments in the inverse
      order of their maturity. As of and during the continuance of an Event of Default
      (as defined in section 6), interest on any principal or interest then
      outstanding shall accrue at a rate per annum equal to 14%.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2.  Subordination.

     

    (a)  Agreement
      to Subordinate.
      Maker,
      for itself and its successors, and Payee, by its acceptance of this Note, agrees
      that the payment of the principal of and interest on, and any other amounts
      due
      in respect of, this Note is subordinated in right of payment, to the extent
      and
      in the manner stated in this Section 2, to the prior payment in full of the
      Bank
      Debt. “Bank
      Debt”
means
      all amounts due and owing by Maker to U.S. Bank National Association (the
“Bank”),
      pursuant to that certain Term Note (the “Term
      Note”)
      and
      Term Loan Agreement dated as of June 27, 2005 between Maker and the Bank (the
      “Term
      Loan Agreement”).
      

     

    (b)  No
      Payment on Note if Bank Debt is in Default.
      Notwithstanding anything in this Note to the contrary, no payment on account
      of
      principal of, interest on or other amounts due in respect of this Note, shall
      be
      made by or on behalf of Maker if, at the time of such payment, or immediately
      after giving effect thereto, there shall exist under the Bank Debt any default
      in the payment of all or any portion of principal of or interest thereon, which
      default shall have resulted in the full amount of the Bank Debt being declared
      due and payable and which default shall not have been cured or waived. The
      Maker
      shall notify Payee in writing promptly following the occurrence of the
      foregoing. In the event that, notwithstanding the provisions of this Section
      2(b), payments are made by or on behalf of Maker in contravention of the
      provisions of this Section 2(b), such payments shall be held by Payee in trust
      for the benefit of, and shall be paid over to and delivered to, the Bank, for
      application to the payment of the Bank Debt remaining unpaid to the extent
      necessary to pay the Bank Debt in full in accordance with the terms of the
      Bank
      Debt, after giving effect to any concurrent payment or distribution to the
      Bank.

     

    (c)  Reliance
      by the Bank on Subordination Provisions.
      Payee,
      by its acceptance hereof, acknowledges and agrees that the foregoing
      subordination provisions are, and are intended to be, an inducement and a
      consideration for the Bank to continue to hold the Bank Debt, and the Bank
      shall
      be deemed conclusively to have relied on such subordination provisions in
      continuing to hold the Bank Debt. In furtherance hereof, it is expressly
      understood by all parties to this Note that the Bank is a third-party
      beneficiary to Section 2 of this Note and shall be fully entitled to enforce
      its
      provisions.

     

    (d)  Subordination
      Rights Not Impaired by Acts or Omissions of Maker or the Bank.
      No
      right of the Bank to enforce subordination as provided herein shall at any
      time
      in any way be prejudiced or impaired by any act or failure to act on the part
      of
      Maker or by any act or failure to act, in good faith, by the Bank, or by any
      noncompliance by Maker with the terms of this Note, regardless of any knowledge
      thereof which the Bank may have or be otherwise charged with. 

     

    (e)  Obligation
      of Maker Unconditional.
      Nothing
      contained in this Section 2 or elsewhere in this Note is intended to or shall
      impair, as between Maker and Payee, the obligation of Maker, which is absolute
      and unconditional, to pay to Payee the principal of and interest on this Note
      as
      and when the same shall become due and payable in accordance with its terms,
      or
      is intended to or shall affect the relative rights of Payee and creditors of
      Maker other than the Bank, nor shall anything herein prevent Payee from
      exercising all remedies otherwise permitted by applicable law upon an Event
      of
      Default, subject to the rights, if any, under this Section 2, of the Bank in
      respect of cash received upon the exercise of any such remedy.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.  Right
      of Offset.
      Maker
      shall have the right to withhold and set-off against any amount due or payable
      hereunder the amount of any claim for indemnification or payment of Losses
      to
      which Maker may be entitled under Section 6.2 of the Purchase Agreement, as
      provided in Section 6.3 thereof. The
      withholding of all or any portion of the principal or interest due or payable
      under this Note pursuant to the terms of Article 6 of the Purchase Agreement
      shall not be deemed an Event of Default under this Note and shall not be the
      basis for any claim of acceleration hereunder.

     

    4.  Conduct
      of Business of Maker.
      Except
      as contemplated by the Merger Agreement, during the period from the date hereof
      to the date on which all amounts due under this Note have been satisfied in
      full, Maker agrees as follows:

     

    (a)  Maker
      will (i) preserve its existence, rights and franchises; (ii) not make any
      material change in the nature or manner of its business activities; (iii) not
      liquidate, dissolve, acquire another entity or merge or consolidate with or
      into
      another entity or change its form of organization; (iv) not amend its
      organizational documents in any manner that may conflict with any terms or
      condition of this Note, the Security Agreement or the Purchase Agreement; and
      (iv) not sell, lease transfer or otherwise dispose of all or substantially
      all
      of its assets.

     

    (b)  Maker
      will not create, incur, assume or have outstanding any indebtedness for borrowed
      money (including capitalized leases) except (i) any indebtedness owing to the
      Bank and its affiliates, (ii) any indebtedness owing to Payee, and (iii) any
      other indebtedness outstanding on the date hereof, and shown on the Maker’s
      financial statements delivered to Payee prior to the date hereof, provided
      that
      such other indebtedness will not be increased.

     

    (c)  Maker
      will not create, incur, assume or permit to exist any mortgage, pledge,
      encumbrance or other lien or levy upon or security interest in any of the
      Maker’s property now owned or hereafter acquired, except (i) taxes and
      assessments which are either not delinquent or which are being contested in
      good
      faith with adequate reserves provided, (ii) easements, restrictions and minor
      title irregularities which do not, as a practical matter, have an adverse effect
      upon the ownership and use of the affected property, (iii) liens in favor of
      the
      Bank and its affiliates, (iv) liens in favor of Payee; and (v) other liens
      disclosed in writing to the Payee prior to the date hereof.

     

    (d)  Maker
      will not guarantee or become a surety or otherwise contingently liable for
      any
      obligations of others, except pursuant to the deposit and collection of checks
      and similar matters in the ordinary course of business.

     

    (e)  Maker
      will maintain insurance to such extent, covering such risks and with such
      insurers as is usual and customary for businesses operating similar properties,
      including without limitation, insurance for fire and other risks insured against
      by extended coverage, public liability insurance and workers’ compensation
      insurance.

     

    (f)  Maker
      will pay and discharge, when due, all of its taxes, assessments and other
      liabilities, except when the payment thereof is being contested in good faith
      by
      appropriate procedures which will avoid foreclosure of liens securing such
      items, and with adequate reserves provided therefor. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (g)  Maker
      will maintain at all times a (i) Fixed Charge Coverage Ratio, as that term
      is
      defined in the Addendum to the Term Loan Agreement and Term Note dated as of
      June 27, 2005 (the “Addendum”),
      as of
      the end of each fiscal quarter for the four (4) fiscal quarters then ended
      of at
      least 1.25 to 1, and (ii) a Debt to Tangible Net Worth Ratio, as that term
      is
      defined in the Addendum, as of the end of each fiscal quarter of not more than
      2.0 to 1.

     

    (h)  Maker
      will not declare, set aside or pay any dividend or other distribution (whether
      in cash, stock or property or any combination thereof) in respect of its capital
      stock, make any other actual, constructive or deemed distribution in respect
      of
      its capital stock or otherwise make any payments to any shareholders in their
      capacities as such, or redeem or otherwise acquire any of its outstanding
      securities. 

     

    5.  No
      Usury.
      This
      Note is hereby expressly limited so that in no event whatsoever, whether by
      reason of deferment or advancement of loan proceeds, acceleration of maturity
      of
      the loan evidenced hereby, or otherwise, shall the amount paid or agreed to
      be
      paid to Payee hereunder for the loan, use, forbearance or detention of money
      exceed the maximum interest rate permitted by the laws of the State of
      Washington. If at any time the performance of any provision involves a payment
      exceeding the limit of the price that may be validly charged for the loan,
      use,
      forbearance or detention of money under applicable law, then automatically
      and
      retroactively, ipso facto, the obligation to be performed shall be reduced
      to
      such limit, it being the specific intent of Maker and Payee that all payments
      under this Note are to be credited first to interest as permitted by law, but
      not in excess of (i) the agreed rate of interest hereunder, or
      (ii) that permitted by law, whichever is the lesser, and the balance toward
      the reduction of principal.

     

    6.  Events
      of Default.
      If an
      Event of Default (as defined below) occurs (unless all Events of Default have
      been cured or waived by Payee), Payee may, by notice to Maker, declare the
      principal amount then outstanding of, and the accrued interest and all other
      amounts payable on, this Note to be immediately due and payable. Maker will
      give
      Payee notice of the occurrence of an Event of Default promptly (setting forth
      in
      reasonable detail all facts related thereto) and in any event no later than
      five
      business days after Maker has knowledge of the occurrence of any such event.
      The
      then-outstanding principal balance of this Note, together with any interest
      accrued thereon shall, at the option of Payee, become immediately due and
      payable if any of the following events ("Events
      of Default") shall
      occur:

     

    (a)  Maker
      shall fail to pay, when and as due, the principal or interest payable hereunder
      on any Payment Date, and such failure shall continue for fifteen days;
provided,
      however,
      that
      the exercise by Maker in good faith of its right of set-off pursuant to Section
      3 above, whether or not ultimately determined to be justified, shall not
      constitute an Event of Default; or

     

    (b)  Maker
      shall default (as principal or guarantor or other surety) in the payment of
      any
      principal of or premium or interest on any debt which is outstanding in a
      principal amount of at least Twenty-Five Thousand Dollars ($25,000) in the
      aggregate, or if any event shall occur or condition shall exist in respect
      of
      any such debt or under any evidence of any such debt or of any mortgage,
      indenture or other agreement relating thereto which would permit or shall have
      caused the acceleration of the payment of such debt, and such default, event
      or
      condition shall continue for more than the period of grace, if any, specified
      therein and shall not have been waived pursuant thereto; provided,
      however,
      that if
      a default occurs under the Term Loan Agreement and Term Note and such default
      is
      waived by the Bank, Maker shall not be required to seek a like waiver from
      Payee
      and such default shall not constitute an Event of Default (and accordingly
      Maker
      shall not be required to have given Payee notice of the occurrence of such
      breach); or

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (c)  If
      there
      shall exist final judgments against Maker aggregating in excess of Twenty Five
      Thousand Dollars ($25,000) and if any one of such judgments shall have been
      outstanding for any period of forty-five (45) days or more from the date of
      its
      entry and shall not have been discharged in full or stayed pending appeal;
      or

     

    (d)  Maker
      shall have breached any material covenant in the Purchase Agreement, the
      Security Agreement, or this Note (other than such as are referred to above
      in
      Section 6), and, with respect to breaches capable of being cured, such
      breach shall not have been cured within fifteen (15) days following notice
      of
      such material breach to Maker by Payee; provided, however, that if (i) Maker
      breaches any of the provisions of Section 4 hereof, (ii) Maker is in default
      under the Term Loan Agreement and the Term Loan as a result of a breach of
      a
      substantially similar provision contained therein, and (iii) the Bank waives
      the
      default caused by such breach, then Maker shall not be required to seek a waiver
      from Payee with respect to such breach of Section 4 hereof and such breach
      shall
      not constitute an Event of Default hereunder (and accordingly Maker shall not
      be
      required to have given Payee notice of the occurrence of such breach);
      or

     

    (e)  Any
      representation or warranty subject to a materiality qualification made by Maker
      herein or in the Purchase Agreement, the Security Agreement or any other
      document referred to herein or therein shall prove to have been incorrect in
      any
      respect, or any representation or warranty not subject to a materiality
      qualification made by the Company herein or in any other such document shall
      prove to have been incorrect in any material respect; or

     

    (f)  Maker
      shall: (i) become insolvent or take any action which constitutes its admission
      of inability to pay its debts as they mature; (ii) make an assignment for the
      benefit of creditors, file a
      petition in bankruptcy, petition or apply to any tribunal for the appointment
      of
      a custodian, receiver or a trustee for it or a substantial portion of its
      assets; (iii) commence any proceeding under any bankruptcy, reorganization,
      arrangement, readjustment of debt, dissolution or liquidation or statute of
      any
      jurisdiction, whether now or hereafter in effect; (iv) have filed against it
      any
      such petition or application in which an order for relief is entered or which
      remains undismissed for a period of ninety (90) days or more; (v) indicate
      its
      consent to, approval of or acquiescence in any such petition, application,
      proceeding or order for relief or the appointment of a custodian, receiver
      or
      trustee for it or a substantial portion of its assets; or (vi) suffer any such
      custodianship, receivership or trusteeship to continue undischarged for a period
      of ninety (90) days or more; or

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (g)  Maker
      shall take any corporate or partnership action authorizing, or in furtherance
      of, any of the foregoing.

     

    7.  Remedies
      on Default.
      In case
      any one or more Events of Default shall occur and be continuing, Payee may
      proceed to protect and enforce its rights by an action at law, suit in equity
      or
      other appropriate proceeding, whether for the specific performance of any
      agreement contained herein or in the Purchase Agreement or the Security
      Agreement or for an injunction against a violation of any of the terms hereof
      or
      thereof, or in aid of the exercise of any power granted hereby or thereby or
      by
      law or otherwise. In case of a default in the payment of any principal of or
      premium, if any, or interest on this Note, Maker will pay to Payee such further
      amount as shall be sufficient to cover the reasonable cost and expenses of
      collection, including, without limitation, reasonable attorneys’ fees, expenses
      and disbursements. No course of dealing and no delay on the part of Payee in
      exercising any right, power or remedy shall operate as a waiver thereof or
      otherwise prejudice Payee’s rights, powers or remedies. No right, power or
      remedy conferred by this Note, the Security Agreement or the Purchase Agreement
      upon Payee shall be exclusive of any other right, power or remedy referred
      to
      herein or therein or now or hereafter available at law, in equity, by statute
      or
      otherwise.

     

    8.  Amendments
      and Waivers.
      Any
      term of this Note may be amended or waived only with the written consent of
      Maker and Payee. Any amendment or waiver effected in accordance with this
      Section 8 shall be binding upon Maker and Payee. No delay or omission on the
      part of Payee in exercising any right herein given to Payee shall impair such
      right or be considered as a waiver thereof or acquiescence in any default
      hereunder.

     

    9.  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of Washington. Each
      party hereby irrevocably submits to the exclusive jurisdiction of the courts
      located in San Francisco County, the State of California,
      and the
      federal courts sitting in San
      Francisco County,
      State
      of
California,
      over
      any
      action or proceeding arising out of or relating to this Note, and waives any
      claim that such proceedings have been brought in an inconvenient
      forum.

     

    10.  Attorneys’
      Fees.
      If any
      suit or action is instituted to enforce or interpret this Note, the prevailing
      party shall be entitled to recover all reasonable expenses, including, without
      limitation, reasonable attorneys’ fees and expenses. 

     

    11.  Parties
      in Interest.
      This
      Note is non-negotiable and shall not be assigned or transferred by Payee without
      the express prior written consent of Maker. The
      rights and obligations of Maker and Payee shall be binding upon and shall inure
      to the benefit of their successors and permitted assigns. The provisions of
      this
      Note may be amended, waived or modified only upon the written consent of Maker
      and Payee.

     

    12.  Presentment.
      Maker
      waives presentment, demand, notice of dishonor, notice of default or
      delinquency, notice of acceleration, notice of protest and nonpayment, notice
      of
      costs, expenses or losses and interest thereon and diligence in taking any
      action to collect any sums owing under this Note or in proceeding against any
      of
      the rights or interests in or to properties securing payment of this Note.
      

     

    13.  Payment.
      Principal and interest on this Note shall be payable in lawful money of the
      United States and shall be made at the address of Payee set forth in the
      Purchase Agreement), or at such other place as Payee shall have designated
      to
      Maker in writing for such purpose.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    14.  Notice.
      Except
      as otherwise expressly provided herein, all notices, requests and demands to
      or
      upon the respective parties hereto to be effective shall be in made in
      accordance with all of the provisions of Section 7.3 of the Purchase
      Agreement.

     

    15.  Jury
      Waiver.
      MAKER
      WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS
      OF
      THE UNITED STATES OF AMERICA OR ANY STATE, TO A TRIAL BY JURY OF ANY AND ALL
      ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN
      MAKER AND PAYEE OR ITS SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED
      WITH THIS NOTE. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL
      DEFENSES,
      RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS.


     

    ORAL
      AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
      FROM
      ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
      LAW.

     

    IN
      WITNESS WHEREOF, the undersigned duly authorized officer of Maker has executed
      this Senior Subordinated Secured Promissory Note as of the date first set forth
      above.

     

    
      	 	 	 
	 	
              ITEX
                CORPORATION,

              
                a
                  Nevada corporation

              

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                Steven White

            
	 	
              Its: 
                Chief Executive Officer

            


    

     

    
      
         

      

      
        7