CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS


         ITEX Corporation has adopted a Code of Ethics applicable to its
principal executive officer and financial managers. The CEO and all senior
financial officers, including the CFO and principal accounting officer or
controller, are expected to abide by this Code and the provisions set forth
herein relating to ethical conduct, conflicts of interest and compliance with
law, as well as all business conduct standards and policies relating to areas
covered by this Code applicable to directors and employees of the Company which
may be adopted by the Board from time to time. If a law conflicts with a policy
in this Code, you must comply with the law.

The CEO and all senior financial officers:

     1.   are responsible for full, fair, accurate, timely and understandable
          disclosure in the periodic reports required to be filed by the Company
          with the SEC. Accordingly, it is the responsibility of the CEO and
          each senior financial officer promptly to bring to the attention of
          the Disclosure Committee or the Audit Committee any material
          information of which he or she may become aware that affects the
          disclosures made by the Company in its public filings or otherwise
          assist the appropriate committee in fulfilling its disclosure and
          procedural responsibilities.

     2.   shall promptly bring to the attention of the Disclosure Committee or
          the Audit Committee any information he or she may have concerning (a)
          significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data or (b) any fraud, whether
          or not material, that involves management or other employees who have
          a significant role in the Company's financial reporting, disclosures
          or internal controls.

     3.   shall promptly bring to the attention of the Company Counsel or the
          CEO and to the Audit Committee any information he or she may have
          concerning any violation of the Company's Code of Business Conduct and
          Ethics, and any actual or apparent conflicts of interest between
          personal and professional relationships, involving any management or
          other employees who have a significant role in the Company's financial
          reporting, disclosures or internal controls.

     4.   shall promptly bring to the attention of the Company Counsel or the
          CEO and to the Audit Committee any information he or she may have
          concerning evidence of a material violation of the securities or other
          laws, rules or regulations applicable to the Company and the operation
          of its business, by the Company or any agent thereof, or of violation
          of this Code of Ethics.

     5.   shall not unduly or fraudulently influence, coerce, manipulate, or
          mislead any authorized audit or interfere with any auditor engaged in
          the performance of an internal or independent audit of ITEX's
          financial statements or accounting books and records.

     6.   shall comply with rules and regulations of federal, state and local
          governments, and other appropriate private and public regulatory
          agencies.

     7.   shall avoid conflicts of interest in his or her personal and
          professional relationships that may conflict with the interests of the
          Company or make it difficult to perform his or her Company work
          objectively and effectively, provided however, that certain actual or
          apparent conflicts of interest shall be permissible if the contract,
          transaction, relationship or interest is disclosed or known to the
          Board of Directors or Board committee, or the shareholders of the
          Company, which in good faith authorizes, approves or ratifies the
          contract, transaction, relationship or interest in accordance with the
          bylaws of the Company.

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     8.   shall not use confidential information acquired in the course of one's
          work for personal advantage, nor use or share that information for
          stock trading purposes. The CEO and all senior financial officers
          shall abide by the Company's specific policy governing employees
          trading in securities of the Company.

         The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of this Code of Ethics by the CEO and the Company's senior financial officers.
Such actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Ethics, and shall include written
notices to the individual involved that the Board has determined that there has
been a violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as determined
by the Board) and termination of the individual's employment. In determining
what action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

         Any waiver of this Code for the CEO and senior financial officers may
be made only by the Board or a designated Board committee and will be promptly
disclosed as required by law or stock exchange regulation.

         It is the Company's intention that this Code of Ethics be its written
code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying
with the standards set forth in Securities and Exchange Commission Regulation
S-B Item 406.


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