EMPLOYEE NONDISCLOSURE AGREEMENT



As a condition of my employment with ITEX Corporation, its subsidiaries,
affiliates, successors or assigns (together "the Company"), and in consideration
of my employment with the Company and my receipt of the compensation now and
hereafter paid to me by the Company, I agree to the following:

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

     1.   Company Information: I agree at all times during the term of my
          employment and thereafter, to hold in strictest confidence, and not to
          use, except for the benefit of the Company, or to disclose to any
          person, firm or corporation without written authorization from the
          Chief Executive Officer or Chief Operating Officer, any Confidential
          Information about the Company. I understand that "Confidential
          Information" means any Company proprietary information, technical
          data, trade secrets or know-how, including but not limited to:
          research, product plans, products, services, customer lists and
          customers (including but not limited to: customers of the Company on
          whom I called or with whom I became acquainted during the term of my
          employment), markets, software, developments, inventions, processes,
          formulas, technology, designs, drawings, engineering, hardware
          configuration information, marketing, finances and other business
          information disclosed to me by the Company either directly or
          indirectly in writing, orally or by drawings or observation of parts
          or equipment. I further understand that Confidential Information does
          not include any of the foregoing items, which has become publicly
          known and made generally available through no wrongful act of mine or
          of others who were under confidentiality obligations as to the item or
          items involved.

     2.   Former Employer Information: I agree that I will not, during my
          employment with the Company, improperly use or disclose any
          proprietary information or trade secrets of any former or concurrent
          employer or other person or entity and that I will not bring onto the
          premises of the Company any unpublished document or proprietary
          information belonging to any such employer, person or entity unless
          consented to in writing by such employer, person, or entity.

     3.   Third Party Information: I recognize that the Company has received and
          in the future will receive from third parties their confidential or
          proprietary information subject to a duty on the Company's part to
          maintain the confidentiality of such information and to use it only
          for certain limited purposes. I agree to hold all such confidential or
          proprietary information in the strictest confidence and not to
          disclose it to any person, firm, or corporation or to use it except as
          necessary in carrying out my work for the Company consistent with the
          Company's agreement with such third party.

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RETURNING COMPANY DOCUMENTS

I agree that, at the time of leaving the employ of the Company, I will deliver
to the Company (and will not keep in my possession, recreate or deliver to
anyone else) any and all devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawing, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items developed by me pursuant to my employment with the Company or otherwise
belonging to the Company, its successors, or assigns.

REPRESENTATIONS

I agree to execute any proper oath or verify any proper document required to
carry out the terms of this Agreement. I represent that my performance of all
the terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and I agree I will not enter
into, any oral or written agreement in conflict herewith.

EQUITABLE REMEDIES

I agree that it would be impossible or inadequate to measure and calculate the
Company's damages from any breach of the covenants set forth in this Agreement.
Accordingly, I agree that if I breach any of these covenants, the Company will
have available, in addition to any other right or remedy available, the right to
obtain an injunction from a court of competent jurisdiction restraining such
breach or threatened breach and to specific performance of any such provision of
this Agreement. I further agree that no bond or other security shall be required
in obtaining such equitable relief and I hereby consent to the issuance of such
injunction and to the ordering of specific performance.

GENERAL PROVISIONS

     1.   Entire Agreement: This Agreement sets forth the entire agreement and
          understanding between the Company and me relating to the subject
          matter herein and merges all prior discussions between us. No
          modification of or amendment to this Agreement nor any waiver of any
          rights under this Agreement, will be effective unless in writing
          signed by the party to be charged. Any subsequent change or changes in
          my duties, salary or compensation will not affect the validity or
          scope of this Agreement.

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     2.   Severability: If one or more of the provisions in this Agreement are
          deemed void by law, then the remaining provisions will continue in
          full force and effect.

     3.   Successors and Assigns: This Agreement will be binding upon my heirs,
          executors, administrators, and other legal representatives and will be
          for the benefit of the Company, its successors, and its assigns.

     4.   Attorney Fees: In the event of suit to enforce the terms of this
          Agreement, the prevailing party shall be entitled to their reasonable
          attorney's fees.




Melvin P. Kerr             /s/  Mel Kerr                      11/30/01
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