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 "Agreement”)
      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
       ,
      as 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, 2009 “.

     

    x
      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 "$1,500,000.00
       “,
      which
      evidences an additional $500,000.00
      available
      to be advanced subject to the terms and conditions of the Agreement and
      Note.

     

    q Temporary
      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.

     

    q Change
      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: 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    x Change
      in Interest Rate.    If checked
      here, effective on the date of this Amendment, interest payable under the Note
      is amended as follows:

    


    The
      unpaid principal balance will bear interest at an annual rate described in
      the
      interest Rate Rider attached to this Amendment.

     

    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)
      ON NEXT PAGE]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Dated
      as
      of November
      13, 2008

     

    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

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    INTEREST RATE
      RIDER

    


    This
      Rider is made part of the Amendment
      to Loan Agreement and
      Note              
(the
      "Amendment”)
      dated NOVEMBER
      13,
      2008               
      by the
      undersigned Borrower (the
      “Borrower”)
      in
      favor of U.S.
      Bank N.A. (the
      "Bank”),
      as
      of the
      date identified below. The following interest rate description is
      hereby
      added to the Amendment:

    


    Interest
      on each advance hereunder shall accrue at an annual rate equal to 2.000% plus
      the

    one-month
      LIBOR rate quoted by Bank from Reuters Screen LIBOR01 Page or any
      successor

    thereto,
      which shall be that one-month LIBOR rate in effect and reset each New York
      Banking

    Day,
      adjusted for any reserve requirement and any subsequent costs arising from
      a
      change in

    government
      regulation, such rate rounded up to the nearest one-sixteenth percent. The
      term

    ‘New
      York
      Banking Day’ means any day (other than a Saturday or Sunday) on which
      commercial

    banks
      are
      open for business in New York, New York. Bank’s internal records of
      applicable

    interest
      rates shall be determinative in the absence of manifest error.

     

    Dated
      as
      of November
      13, 2008

     

    Borrower
      name (Organization)

     

    
      	
              Itex
                Corporation

            
	
              a
                Nevada
                Corporation

            
	 	 
	
              By:

            	
              /s/
                Steven White

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ADDENDUM
      TO REVOLVING
      CREDIT AGREEMENT AND NOTE

    


    This
      Addendum is made part of the Revolving Credit Agreement and Note (the
“Agreement”) made and entered into by and between the undersigned borrower (the
“Borrower”) and the undersigned bank (the “Bank”) as of the date identified
      below. The warranties, covenants and other terms described below are hereby
      added to the Agreement.

    


    Amendments
      to Financial Information and Reporting Requirements.
      Financial information and reporting requirements set forth in the Agreement
      are
      modified, added, deleted or restated as more specifically set forth below.
      Financial information and reporting requirements which are not modified,
      restated or deleted below shall remain in full force and effect. Financial
      terms
      used in the Amendment which are not specifically defined in the Agreement shall
      have the meanings ascribed to them under generally accepted accounting
      principles. For any Borrower or Guarantor who does not have a separate fiscal
      year end for tax reporting purposes, the fiscal year will be deemed to be the
      calendar year.

    


    Modification
      of Borrower Financial Information and Reporting.
      All
      Borrower financial information and reporting requirements, whether set forth
      below or in the Agreement, will be provided by Borrower, in form and content
      acceptable to Bank, pertaining
      to Borrower.

    


    Additional
      or Modified Financial Information and Reporting
      Requirements.
      The
      following financial information and reporting requirements are hereby added
      or
      restated:

    


    Annual
      Financial Statements.
      Not
      later than 90 days after the end of each fiscal year, annual financial
      statements, audited by a certified public accounting firm acceptable to
      Bank.

    


    Deletion
      of Financial Information and Reporting Requirements.
      The
      following financial information and reporting requirements are hereby deleted
      from the Agreement, as previously amended: Borrowing Base, Borrowing Base
      Certificate and Agings of Accounts Receivable.

    


    


    Dated
      as
      of November
      13,2008 

    


    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