RESTATED

                            ARTICLES OF INCORPORATION

                                       OF
                                ITEX CORPORATION


            Pursuant to NRS 78.403, the following constitutes Restated Articles
of Incorporation of ITEX Corporation, a Nevada corporation.


            FIRST. The name of the Corporation is:

                                ITEX Corporation

            SECOND. [Intentionally left blank]

            THIRD. The object for which the Corporation is formed is to engage
in any lawful activity.

            FOURTH. The total capital of the Corporation shall be 50,000,000
shares. Each share shall have a par value of $0.01. Of these, 45,000,000 shares
shall be voting Common Stock. The balance of 5,000,000 shares shall be Preferred
Stock in such series, in such number of shares of each series, with such voting
powers, preferences, limitations, restrictions, relative rights and
distinguishing designations as described in a resolution of the Board of
Directors before the issuance of shares of such series. Shares may be issued by
the Corporation from time to time for such consideration as may be fixed by the
Board of Directors.

            The first series of the Class A Preferred Stock (the "Series A
Shares") of the Corporation shall consist of 65,000 shares and no more and shall
be designated as the Series A. Preferred Stock and in addition to the
preferences, rights, privileges, restrictions and conditions attaching to all
the Class A Preferred Stock as a class, the rights, privileges, restrictions and
conditions attaching to the Series A. Shares shall be as follows:

Part 1 - Pre-emptive Rights.

1.1 The Series A Shares shall not give their holders any pre-emptive rights to
acquire any other securities issued by the Corporation at any time in the
future.

Part 2 - Liquidation Rights.

2.1 If the Corporation shall be voluntarily or involuntarily liquidated,
dissolved or wound up, at any times when any Series A Shares shall be
outstanding, the holders of the then outstanding Series A Shares shall have a
preference in the distribution of the Corporation's property available for
distribution to the holders of the Common Shares equal to $100.00 consideration
per Series Share, together with an amount equal to all unpaid dividends accrued
thereon, if any, to the date of payment of such distribution, whether or not
declared by the Board; provided, however, that the amalgamation of the
Corporation with any corporation or corporations, the sale or transfer by the
Corporation of all or substantially all of its property, or any reduction of the
authorized or issued capital of the Corporation of any class, whether now or
hereafter authorized, shall be deemed to be a liquidation of the Corporation
within the meaning of any of the provisions of this Part 2.

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2.2 Subject to the provisions of Part 6 hereof, all amounts to be paid as
preferential distributions to the holders of Series A Shares as provided in this
Part 2 shall be paid or set apart for payment before the payment or setting
apart for payment of any amount for, or the distribution of any of the
Corporation's property to the holders of Common Shares, whether now or hereafter
authorized, in connection with such liquidation, dissolution or winding up.

Part 3 - Dividends.

3.1 Holders of record of Series A Shares, out of funds legally available
therefor and to the extent permitted by law, shall be entitled to receive
dividends on their Series A Shares, which dividends shall accrue at the rate per
share of 5% per annum of consideration paid for each Series A Share ($5.00 per
share per year for each full year) commencing on the date of the issuance
thereof, payable, at the option of the Corporation, (i) in cash or (ii) by the
issuance of that number of whole Common Shares computed by dividing the amount
of the dividend by the market price applicable to such dividend.

3.2 For the purposes of this Part 3 and Part 4 hereof, "market price" means the
average of the daily closing bid prices of Common Shares for a period of 5
consecutive trading days ending on the date on which any dividend becomes
payable or of any notice of redemption, as the case may be. The closing price
for each trading day shall be (i) for any period during which the Common Shares
shall be listed for trading on a national securities exchange, the last reported
bid price per share of Common Shares as reported by the primary stock exchange,
or the Nasdaq Stock Market, if the Common Shares are quoted on the Nasdaq Stock
Market or (ii) if last sales price information is not available, the average
closing bid price of Common Shares as reported by the Nasdaq Stock market, or if
not so listed or reported, then as reported by National Quotation Bureau,
Incorporated, or (iii) in the event neither clause (i) nor (ii) is applicable,
the average of the closing bid and ask prices as furnished by any member of the
National Association of Securities Dealers, Inc., selected from time to time by
the Corporation for that purpose.

3.3 Dividends on Series A Shares shall be cumulative, and no dividends or other
distributions shall be paid or declared and set aside for payment on the Common
Shares until full cumulative dividends on all outstanding Series A Shares shall
have been paid or declared and set aside for payment.

3.4 Dividends shall be payable in arrears, at the rate of $1.25 per share for
each full calendar quarter on each March 30, June 30, September 30 and December
31 of each calendar year, to the holder of record of the Series A Shares as they
appear in the securities register of the Corporation on such record dates not
more than 60 nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the Board, provide, however, that the initial dividend for the
Series A Shares shall accrue for the period commencing on the date of the
issuance thereof to and including March 30, 1998.

3.5 If, in any quarter, insufficient funds are available to pay such dividends
as are then due and payable with respect to the Series A Shares and all other
classes and series in the capital of the Corporation ranking in parity therewith
(or such payment is otherwise prohibited by provisions of the GCL, such funds as
are legally available to pay such dividends shall be paid or Common Shares will
be issued as stock dividends to the holders of Series A Shares and to the
holders of any other series of Class A Preference Share then outstanding as
provided in Part 6 hereof, in accordance with the rights of such other holder,
and the balance of accrued by undeclared and/or unpaid dividends, if any, shall
be declared and paid on the next succeeding dividend date to the extent that
funds are then legally available for such purpose.

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Part 4-Redemption.

4.1 In the event the market price of the Common Stock for any 5 day continuous
period is below $3.00, the Corporation may, at its sole option, but shall not be
obligated to, redeem, in whole or in part, the then outstanding Series A Shares
at a price per share of U.S.$118 each (the "Redemption Price") (such price to be
adjusted proportionately in the event of any change of the Series A Shares into
a different number of Shares).

4.2 Five (5) days prior to any date stipulated by the Corporation for the
redemption of Series A. Shares (the "Redemption Date"), written notice (the
"Redemption Notice") shall be mailed to each holder of record on such notice
date of the Series A. Shares. The Redemption Notice shall state (i) the
Redemption Date of Such Shares (ii) the number of Series A Shares to be redeemed
from the holder to whom the Redemption Notice is addressed (iii) instructions
for surrender to the Corporation, in the manner and at the place designated of a
share certificate or share certificates representing the number of Series A
Shares to be redeemed from such holder and (iv) instructions as to how to
specify to the Corporation the number of Series A Shares to be redeemed as
provided in this Part 4 and the number of shares to be converted into Common
Shares as provided in Part 5 hereof.

4.3 Upon receipt of the Redemption Notice, any Eligible holder (as defined in
Section 5.2 hereof) shall have the right to convert into Common Shares that
number of Series A Shares not called for redemption in the Redemption Notice.

4.4 On or before the Redemption Date in respect of any Series A Shares, each
holder of such shares shall surrender the required certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Redemption Notice, and upon the Redemption Date, the
Redemption Price for such shares shall be made payable, in the manner provided
in Section 5.5 hereof, to the order of the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered share
certificate shall be canceled and retired. if a share certificate is surrendered
and all the shares evidenced thereby are not being redeemed (as described
below), the Corporation shall cause Series A Shares which are not being redeemed
to be registered in the names of the persons whose names appear as the owners on
the respective surrendered share certificates and deliver such certificate to
such person.

4.5 On the Redemption Date in respect of any Series A Shares or prior thereto,
the Corporation shall deposit with any bank or trust company having a capital
and surplus of at least U.S.$50,000,000, as a trust fund, a sum equal to the
aggregate Redemption Price of all such shares called for redemption (less the
aggregate Redemption Price for those Series A Shares in respect of which the
Corporation has received notice from the Eligible holder thereof of its election
to convert Series A Shares into Common Shares), with irrevocable instructions
and authority to the bank or trust company to pay, on or after the Redemption
Date, the Redemption Price to the respective holders upon the surrender of their
share certificates. The deposit shall constitute full payment for the shares to
their holders, and from and after the date of the deposit the redeemed shares
shall be deemed to be no longer outstanding, and holders thereof shall cease to
be shareholders with respect to such shares and shall have no rights with
respect thereto except the rights to receive from the bank or trust company
payments of the Redemption Price of the shares, without interest, upon surrender
of their certificates thereof. Any fund so deposited and unclaimed at the end of
one year following the Redemption Date shall be released or repaid to the
Corporation, after which the former holders of shares called for redemption
shall be entitled to receive payment of the Redemption Price in respect of their
shares only from the Corporation.

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Part 5-Conversion.

5.1 For the purposes of conversion, the Series A Shares shall be valued at $100
per share ("Value"), and, if converted, the Series A Shares shall be converted
into such number of Common Shares of the Company's $.01 par value (the
"Conversion Shares") as is obtained by dividing the aggregate Value of the
shares of Series A Shares being so converted by the "Average Stock Price" per
share of the Conversion Shares (the "Conversion Price"), subject to adjustment
pursuant to the provisions of this Part 5. For purposes of this Part 5, the
"Average Stock Price" means the lower of (a) .80 of the average daily closing
bid prices of Common Shares for the period of 5 consecutive trading days
immediately preceding the date of the conversion of the Series A Shares or (b)
the average daily closing bid prices of Common Shares for the period of 5
consecutive trading days immediately preceding the date of subscription by the
holder.

5.2 Any holder of Series A Shares (an "Eligible Holder") may at any time
commencing 41 days after the issuance of any Series A Shares convert up to 100%
of his holdings of Series A Shares in accordance with this part 5.

5.3 The conversion right granted by Section 5.2 hereof may be exercised only by
an Eligible Holder of Series A Shares, in whole or in part, by the surrender of
the share certificate or share certificates representing the Series A Shares to
be converted at the principal office of the Corporation (or at such other place
as the Corporation may designated in a written notice sent to the holder by
first-class mail, postage prepaid, at its address shown on the books of the
Corporation) against delivery of that number of whole Common Shares as shall be
computed by dividing (1) the aggregate Value of the of the Series A Shares so
surrendered, if any, by (2) the Conversion Price in effect at the date of the
conversion. At the time of conversion of a Series A Shares, the Corporation
shall pay in cash to the holder thereof an amount equal to all unpaid dividends,
if any, accrued thereon to the date of conversion, or, at the Corporation's
option, issue that number of whole Common Shares which is equal to the product
of dividing the amount of such unpaid dividends by the Average Stock Price
whether or not declared by the Board. Each Series A share certificate
surrendered for conversion shall be endorsed by its holder. In the event of any
exercise of the conversion right of the Series A Shares granted herein (i) share
certificates representing the Common Shares purchased by virtue of such exercise
shall be delivered to such holder within 5 days of notice of conversion free of
restrictive legend or stop transfer orders, and (ii) unless the Series A Shares
has been fully converted, a new share certificate representing the Series A
Shares not so converted, if any, shall also be delivered to such holder within 5
days of notice of conversion. Any Eligible Holder may exercise its right to
convert the Series A Shares by telecopying an executed and completed Notice of
Conversion to the Corporation, and within 72 hours thereafter, delivering the
original Notice of Conversion and the certificate representing the Series A
Shares to the Corporation by express courier. Each date on which a Notice of
Conversion is telecopied to and received by the Corporation in accordance with
the provisions hereof shall be deemed a Conversion Date. The Corporation will
transmit the Common Shares certificates issuable upon conversion of any Series A
Shares (together with the certificates representing the Series A Shares not so
converted) to the Eligible Holder via express courier within three business days
after the conversion date if the Corporation has received the original Notice of
Conversion and Series A Shares certificate being so converted by such date.

5.4. All Common Shares which may be issued upon conversion of Series A Shares
will, upon issuance, be duly issued, fully paid and non-assessable and free from
all taxes, liens, and charges with respect to the issue thereof. At all times
that any Series A Shares are outstanding, the Corporation shall have authorized,
and shall have reserved for the purpose of issuance upon such conversion, a
sufficient number of Common Shares to provide for the conversion into Common
Shares of all Series A Shares then outstanding at the then effective Conversion
Price. Without limiting the generality of the foregoing, if, at any time, the
Conversion Price is decreased, the number of Common Shares authorized and
reserved for issuance upon the conversion of the Series A Shares shall be
proportionately increased.

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5.5. The number of Common Shares issued upon conversion of Series A Shares and
the Conversion Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

     5.5.1. Change of Designation of the Common Shares or the rights,
            privileges, restrictions and conditions in respect of the Common
            Shares or division of the Common Shares into Series. In the case of
            any amendment to the Articles to change the designation of the
            Common Shares or the rights, privileges, restrictions or conditions
            in respect of the Common Shares or division of the Common Shares
            into series the rights of the holders of the Series A Shares shall
            be adjusted so as to provide that upon conversion thereof the holder
            of the Series A Shares being converted shall procure, in lieu of
            each Common Share theretofore issuable upon such conversion, the
            kind and amount of shares, other securities, money and property
            receivable upon such designation, change or division by the holder
            of one Common Share issuable upon such conversion had conversion
            occurred immediately prior to such designation, change or division.
            The Series A Shares shall be deemed thereafter to provide for
            adjustments which shall be as nearly equivalent as may be
            practicable to the adjustments provided for in this Part 5. The
            provisions of this subsection 5.5.1. shall apply in the same manner
            to successive reclassifications, changes, consolidations and
            mergers.

     5.5.2. If the Corporation, at any time while any of the Series A Shares
            are outstanding, shall pay a dividend payable in Common Shares, the
            Conversion Price shall be adjusted, as of the date the Corporation
            shall take a record of the holders of its Common Shares for the
            purpose of receiving such dividend, (or if no such record is taken,
            as of the date of payment of such dividend), to that price
            determined by multiplying the Conversion Price therefor in effect by
            a fraction (1) the numerator of which shall be the total number of
            Common Shares outstanding immediately prior to such dividend, and
            (2) the denominator of which shall be the total number of Common
            Shares outstanding immediately after such dividend, (plus in the
            event that the Corporation paid cash for fractional shares, the
            number of additional shares which would have been outstanding had
            the Corporation issued fractional shares in connection with said
            dividend.

5.6. Whenever the Conversion Price shall be adjusted pursuant to Section 5.5
hereof, the Corporation shall make a certificate signed by its President or a
Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors made any determination hereunder), and the Conversion Price after
giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to each holder of Series A
Shares at its address shown on the books of the Corporation. The Corporation
shall make such certificate and mail it to each such holder promptly after each
adjustment.

5.7 No fractional Common Shares shall be issued in connection with any
conversion of Series A Shares, but in lieu of such fractional shares, the
Corporation shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Conversion Price then in effect.

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5.8. No Series A Shares which have been converted into Common Shares shall be
reissued by the Corporation: provided, however, that each such share, after
being retired and canceled, shall be restored to the status of an authorized but
unissued Class B Preference Share without designation as to series and may
thereafter be issued as a Class B Preference Share not designated a Series A
Share.

5.9. If the Common Stock trades below $3.00 per share for 5 consecutive trading
days and Holder elects to convert any or all of the Preferred Stock the
Corporation shall have 24 hours to notify the Holder of its intention to redeem
the portion of the Preferred Stock Holder is converting. If the Corporation so
elects it shall make payment to Holder within 5 days of notification and if the
Corporation fails to make payment timely Holder shall be entitled to receive the
Common Stock in accordance with Paragraph 5 herein.

Part 6 - Amendment.

6.1 In addition to any requirement for a series vote pursuant to applicable law
in respect of any amendment to the rights, privileges, restrictions and
conditions attaching to the Series A Shares, the rights, privileges,
restrictions and conditions attaching to the Series A Shares may be amended only
if the Corporation has obtained the affirmative vote at a duly called and held
meeting of a majority of the Series A Shares or written consent by the holders
of a majority of the Series A Shares then outstanding.

Part 7 - Liquidated Damages.

7.1 As set forth herein, the Company shall use all reasonable efforts to issue
and deliver, within seven (7) business days after the holder has fulfilled all
conditions and submitted all necessary documents duly executed and in proper
form required for conversion (the "Deadline"), to the holder or any party
receiving the Series A Shares by transfer from the holder at the address of the
holder on the books of the Company, a certificate or certificates for the number
of Shares of Common Stock to which the holder shall be entitled. It is
understood by both parties that such certificates must comply with the then
enacted SEC regulations governing this transaction. The Company understands that
a delay in the issuance of the Shares of Common Stock beyond the Deadline could
result in economic loss to the holder. As compensation to the holder for such
loss the Company agrees to pay as liquidated damages to the holder for late
issuance of Shares (not resulting from causes out of Company's control) upon
conversion in accordance with the following schedule (where "No. Business Days
Late" is defined as the number of business days beyond ten (10) business days
from the date of receipt by the Company and the transfer agent of a Notice of
Conversion of all necessary documentation duly executed and in proper form
required for conversion, including the original Series A stock certificate to be
converted, all in accordance with the Certificate of Designation, Subscription
Agreement and the requirements of the transfer agent):

                                      Liquidated Damages
         No. Business Days Late       per $100,000 of Stock
         ----------------------       ---------------------

                  1                         $500
                  2                         $1,000
                  3                         $1,500
                  4                         $2,000
                  5                         $2,500
                  6                         $3,000
                  7                         $3,500
                  8                         $4,000
                  9                         $4,500
                  10                        $5,000
                  10                        $5,000 + $1,000 each
                                            Business Day Late beyond 10 days

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            The Company shall pay the holder any liquidated damages incurred
under this Section by check upon the earlier to occur of (i) issuance of the
Shares to the holder or (ii) each monthly anniversary of the receipt of the
Company of such holder=s Notice of Conversion.

7.2 The Company shall at all times reserve and have available all Common Stock
necessary to meet conversion of the Series A Shares by all holders of the entire
amount of Series A Shares then outstanding. If, at any time holder submits a
Notice of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock available to effect, in full, a conversion of
the Series A Shares (a "Conversion Default", the date of such default being
referred to herein as the "Conversion Default Date"), the Company shall issue to
the holder all of the shares of Common Stock which are available, and the Notice
of Conversion as to any Series A shares requested to be converted but not
converted (the "Unconverted Series A Shares"), upon holder=s sole option may be
deemed null and void. The Company shall provide notice of such Conversion
Default ("Notice of Conversion Default") to all existing holders of outstanding
Series A Shares, by facsimile, within one (1) business day of such default (with
the original delivered by overnight or two day courier), and the holder shall
give notice to the Company by facsimile within five business days of receipt of
the original Notice of Conversion Default (with the original delivered by
overnight or two day courier) of its election to either nullify or confirm the
Notice of Conversion.

            The Company agrees to pay to all holders of outstanding Series A
Shares, as liquidated damages, payments for a Conversion Default ("Conversion
Default Payments") in the amount of (N/365) x (.24) x the initial issuance price
of the outstanding and/or tendered but not converted Series A Shares held by
each holder where N = the number of days from the Conversion Default Date to the
date (the "Authorization Date") that the Company authorizes a sufficient number
of shares of Common Stock to effect conversion of all remaining Series A Shares.
The Company shall send notice ("Authorization Notice") to each holder of
outstanding Series A Shares that additional shares of Common Stock have been
authorized, the Authorization Date and the amount of holder's accrued Conversion
Default Payments. The accrued Conversion Default shall be paid in cash or shall
be convertible into Common Stock at the Conversion Rate, at the holder's option,
payable as follow: (i) in the event holder elects to take such payment in cash,
cash payments shall be made to such holder of outstanding Series A Shares by the
fifth day of the following calendar month, or (ii) in the event holder elects to
take such payment in stock, the holder may convert such payment amount into
common Stock at the conversion rate set forth in the Certificate of Designations
at anytime after the 5th day of the calendar month following the month in which
the Authorization Notice was received, until the maturity date.


            FIFTH. [Intentionally left blank]

            SIXTH. The existence of the Corporation is to be perpetual.

            SEVENTH. The affairs of the Corporation are to be conducted by the
Officers and persons fixed by the By-Laws; and such persons are to be chosen at
the times and places and in the manner fixed by the By-Laws.

            EIGHTH. The Corporation may become seized and possessed of either
real or personal estate, or both, to an unlimited extent, but a limit to the
value of the property so held may be fixed by the By-Laws.

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            NINTH. The amount of indebtedness or liability which the Corporation
may at any time incur shall be unlimited, unless a limit thereto be fixed by the
By-Laws.

            TENTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

            ELEVENTH. The Directors shall have the power to make and to alter
the By-Laws; to fix the amount to be reserved as working capital, and to
authorize, and cause to be executed, mortgages and liens, without limit as to
amount, upon the property and franchises of the Corporation, and, in general, to
exercise all powers and authorities not expressly withheld from them by the law,
or this certificate of incorporation or the action of the stockholders.

            With the consent in writing, and pursuant to a vote of the holders
of Sixty percent (60%) of the Capital Stock issued and outstanding, the
Directors shall have authority to dispose, in any manner of the whole property
of this Corporation.

            The By-Laws shall determine whether and to what extent the accounts
and books of this Corporation, or any of them shall be open to the inspection of
the Stockholders; and no Stockholder shall have any right of inspecting any
account, or book, or document of this Corporation, except as conferred by law or
the By-Laws, or by resolution of the Stockholders.

            The Stockholders and Directors shall have power to hold their
meetings, and keep the books, outside of the State of Nevada, at such places as
may be from time to time designated.


         It is the intention that the objects specified in the third paragraph
hereof shall, except where otherwise expressed in said paragraph, be nowise
limited or restricted by reference to or inference from the terms of any other
paragraph or clause in this certificate of incorporation, but that the objects
specified in each of the clauses of this certificate shall be regarded as
independent objects.

Dated: October 1, 1985, as amended by filings on November 6, 1985, May 19, 1986,
April 12, 1991, June 19, 1995, February 23, 1998, and March 18, 1998.


Executed this 30th day of October, 2003.



/s/  John Wade
-------------------------------
By:  John Wade, Secretary


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