INDEPENDENT RETAIL BROKERAGE

                                    AGREEMENT



PARTIES:



ITEX Corporation                                              ("ITEX")

a Nevada corporation

3400 Cottage Way

Sacramento, California 95825



----------------------------------- ("Independent Contractor")



-----------------------------------



-----------------------------------



-----------------------------------



RECITALS:



A.       ITEX has over a period of time and at considerable expense developed

         and established a method for conducting and promoting alternative

         currency trade among retail businesses, a system for computerized

         record keeping of trade transactions and a framework for principal

         party and corporate trade transactions both in the United States and

         Internationally ("the ITEX System"). The ITEX System operates through

         the ITEX Retail Trade Exchange and International Licensees of ITEX.

         Much of the information and materials relating to the ITEX System

         constitute trade secret and confidential information.



B.       ITEX owns the "ITEX" trade name and the service mark "ITEX and Design"

         and other proprietary marks (the "Proprietary Marks"). ITEX has

         registered the Proprietary Marks with the U.S. Trademark Office and has

         or will do so in offices in other countries serving similar functions.



C.       Independent Contractor desires to be appointed as an independent

         contractor authorized to sell ITEX services and promote trading among

         ITEX Clients on a commission basis; ITEX desires to retain the services

         of Independent Contractor on both a retail and a corporate trade basis

         to provide consultation and support to the customers of ITEX in

         conformance with the ITEX System.



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AGREEMENT:



I.       DEFINITIONS



         1.1 ASSOCIATION FEE is a fee charged by ITEX to its Clients on a per

cycle basis for the privilege of maintaining an ITEX account. The Association

Fee may be in United States dollars, ITEX Trade Dollars or a combination of

both.



          1.2 AUTOPAY (PREFERRED MEMBER) is a program offered by ITEX whereby

ITEX Clients may reduce the percentage Client Purchase/Client Sale Fee (as

defined below) charged if a Client agrees that its cash Fees may be paid by

automatic credit card debit or electronic funds transfer.



         1.3 BROKER means an individual or entity engaged in the Trade Brokerage

Business as defined below, and refers to Independent Contractor and other

independent brokers appointed by ITEX. There are two levels of ITEX broker.

Brokers are initially appointed as Associate Brokers (AB). After completing the

training hereafter described and enrolling and activating fifty (50) new, fee

paying Clients as defined below, Independent Contractor must take additional

training, including a certification test, the successful completion of which

training result in appointment as an Independent Licensed Broker (ILB).



         1.4 CENTRAL TRADE is the ITEX division charged with obtaining products

and services to be made available to ITEX Clients through the ITEX Retail Trade

Exchange, for sale to Clients for the account of ITEX only.



         1.5 CLIENT means a member of the ITEX Retail Trade Exchange who has a

contractual relationship with ITEX governing Client's use of the Exchange and

the privileges and responsibilities associated therewith or an entity with which

ITEX conducts commercial trade transactions. An International Client is a client

of an ITEX International Licensee. International Clients have the right to do

business with ITEX Clients on terms and conditions adopted by ITEX from time to

time.



         1.6 CLIENT PURCHASE/CLIENT SALE FEE is the fee charged to Clients based

upon the dollar value of transactions engaged in by those Clients through the

ITEX Retail Trade Exchange. The seller of goods or services is charged a "sales

fee" and the buyer of that good or service is charged a "purchase fee", each in

cash and each a percentage of the total price of the good or service sold and

bought.



         1.7 COMMERCIAL CORPORATE TRADING - ITEX is involved in commercial

corporate trading transactions ("Commercial Corporate Trading") as an integral

part of ITEX's overall business. Commercial Corporate Trading typically involves

the purchase and sale of large inventories of goods and services offered by

major corporations and businesses and includes transactions that yield a

"corporate credit" to a seller of goods or services as payment for the purchase

of those goods or services. The corporate credit may then be used by such seller

as partial payment (together with a cash component) toward the purchase of other

goods or services by that seller.



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         1.8 CYCLE means a four-week accounting period used by ITEX commencing

on a Friday and ending on a Thursday. By way of example, the first cycle of

Fiscal Year 1999-2000 began Friday, July 16, 1999 and ended Thursday, August 12,

1999. There are thirteen such Cycles per ITEX fiscal year. Should ITEX in the

future adopt a monthly accounting period, any reference herein to "cycle" shall

be understood to mean "calendar month" unless the context suggests otherwise.



         1.9 ENROLLMENT FEE is the fee charged to Clients to open up an ITEX

account. ITEX brokers are permitted to enroll Clients on behalf of ITEX and

charge an Enrollment Fee set by Independent Contractor. However, ITEX itself is

entitled to enroll Clients anywhere throughout the ITEX System and to charge

whatever Enrollment Fee it may wish. ITEX hereby reserves the right to set a

minimum Enrollment Fee to be charged as ITEX in its sole discretion may decide.

If ITEX elects to set a minimum Enrollment Fee in the future, it will give

Independent Contractor not less than sixty (60) days advance written notice of

such election. As an element of ITEX's right to inspect the books and records of

Independent Contractor as hereafter set out, Independent Contractor will

disclose the amount of the fee so charged by Independent Contractor to ITEX and

will consistently charge the fee so set. For each new client account that

Independent Contractor enrolls, Independent Contractor shall pay ITEX the sum of

$50 per client on Autopay and $100 per client electing to be billed for fees.



         1.10 THE ITEX RETAIL TRADE EXCHANGE (the "Exchange") is a division of

ITEX which has contracted with thousands of retail and wholesale businesses and

professionals who trade goods and services among themselves. The trade is done

through an organized system, regulated by the record keeping and administrative

services of ITEX and through its alternative currency economic system

denominated in ITEX Trade Dollars. The Exchange functions as a clearinghouse for

the trade transactions of the membership. ITEX manages the Exchange and acts as

a third party record keeper of the trade transactions. It administers the

clearinghouse function of the Exchange for ITEX Clients according to the terms

and conditions found in the ITEX Client Application, as the same may be modified

from time to time.



         1.11 ITEX TRADE DOLLAR is an accounting unit used by the ITEX Exchange

to record the value of trades as determined by the selling party. ITEX Trade

Dollars denote the right to receive goods or services available from other ITEX

Trade Exchange Clients, or the obligation to provide goods or services to other

Exchange Clients. Trade Dollars may not be redeemed or advertised for sale by

Independent Contractor for cash. Trade Dollars may be used only in the manner

and for the purposes set forth in the Rules of the Exchange. Trade Dollars are

not legal tender, securities, or commodities.



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         1.12 NETWORK shall mean ITEX's network of independent trade brokers who

make the services of ITEX and the ITEX Exchange available to the public and

includes international licensees of the ITEX System who serve International

Clients outside of the United States.



         1.13 PROPRIETARY MARKS shall mean the service mark, trademark, and

trademark and design ITEX(R), and all other trademarks, service marks, trade

names, logos and commercial symbols presently owned by or licensed to ITEX or

hereafter acquired or adopted by ITEX.



         1.14 A TRADE is a purchase or sale of goods or services through the

ITEX System. In the case of the Exchange, payment is made by posting the

appropriate debits and credits in the form of ITEX Trade Dollars to the buying

and selling parties' ITEX accounts pursuant to the Trading Rules of the ITEX

Exchange, as such Rules may be amended from time to time.



         1.15 TRADE BROKERAGE BUSINESS shall mean an independent business which

Independent Contractor is to establish and oversee the operation of in

connection with and pursuant to standards and policies in this Agreement and

such other standards and policies as may, from time to time, be adopted by ITEX.

Such Trade Brokerage Business may have two (2) business aspects, comprising:



(a) The "Retail Trade Brokerage Business" involving the promotion of the ITEX

Trade Exchange and recruiting, enrolling and servicing Clients of ITEX who are

assigned to Independent Contractor; and



(b) The "Commercial Corporate Trading/Central Trade Business" in which

Independent Contractor may be involved as a Finder.



ITEX is also participating in the trade Brokerage Business for itself through

corporate offices or otherwise.



         1.16 TRADING RULES OF THE ITEX RETAIL TRADE EXCHANGE OR TRADING RULES

shall mean such rules as are adopted and disseminated by ITEX from time to time

to govern transactions and relationships associated with the ITEX Retail Trade

Exchange and including transactions involving International Clients. Those rules

are binding upon Independent Contractor, both in its operations as an

independent trade broker, and as it acts as a Client through its Client Account.

A copy of the current Trading Rules is attached hereto as Appendix 1.



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II.      THE RETAIL TRADE BROKERAGE: APPOINTMENT AND COMMISSION SCHEDULE



         2.1 APPOINTMENT AS A RETAIL BROKER. ITEX appoints Independent

Contractor as an ITEX Broker to open one office with the primary responsibility

of engaging in a Trade Brokerage Business including promoting trading among ITEX

Clients. Additional offices may not be opened without the express written

consent of ITEX and then only upon such terms as may be agreed to by ITEX.



Independent Contractor is an independent person or entity entirely separate and

distinct from ITEX. The parties intend that an independent contractor

relationship will be created by this contract. ITEX is interested only in the

results to be achieved by Independent Contractor in providing consultation and

support to ITEX Clients; the conduct and control of the consultation and support

actually rendered lie solely with Independent Contractor. Independent Contractor

is not an agent or employee of ITEX for any purpose, and neither Independent

Contractor nor the employees of Independent Contractor are entitled to any of

the benefits ITEX provides to ITEX employees. It is further understood that ITEX

does not agree to, and will not, use Independent Contractor's services

exclusively.



By accepting this appointment, Independent Contractor agrees to devote

substantial full time to performing services to ITEX Clients and Independent

Contractor's failure to do so may be considered a breach of this Agreement.

However, Independent Contractor is free to engage in any other business so long

as Independent Contractor's participation in such other businesses does not

violate any of the provisions of this Agreement.



         2.2 PERSONAL MANAGEMENT.

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