Common use of Employees, ERISA and Other Compliance Clause in Contracts

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies (i) have not ever been nor are now subject to a union organizing effort, (ii) are not subject to any collective bargaining agreement with respect to any of its employees, (iii) are not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no current labor disputes. The Companies have good labor relations, and have no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have no knowledge that any of their key employees intends to leave his or her employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee Plans.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do OWP does not have any employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies OWP having access to proprietary information have executed and delivered to the Companies OWP an agreement regarding the protection of such proprietary information and the assignment of inventions to the CompaniesOWP; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesDoveBid's counsel. 2.15.2 The Companies OWP (i) have has not ever been nor are is now subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have has no current labor disputes. The Companies have OWP has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies OWP has no (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and or (ii) all any other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies OWP and any employee of the CompaniesOWP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies OWP under which the Companies OWP or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies OWP Employee Plans"). For purposes of this Section 2.152.8, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Internal Revenue Code of 1986, as amended (the "Code"), (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansOWP.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do 3.15.1 MSS is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters in each of the jurisdictions in which it conducts business. A list of all employees, officers and consultants of MSS, their title, date of hire, employer entity and current compensation is set forth on Exhibit 3, which has been delivered to NetSelect. MSS does not have any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies 3.15.2 MSS (i) have has not ever previously been nor are and is not now subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or and (iv) does not have no any current labor disputes. The Companies have MSS has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect Material Adverse Effect on such labor relations, and have no . Neither MSS nor the Shareholders has any knowledge that any key employee of their key employees MSS intends to leave his or her employthe employ of MSS. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (i) each 3.15.3 MSS does not have any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). MSS has no pension plan which constitutes, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between has since the Companies and any employee enactment of the CompaniesERISA constituted, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations,multi-employer plan" as defined in Section 414(b3(37) of the CodeERISA. No MSS pension plans are subject to Title IV of ERISA. 3.15.4 There exists no employment, (B) a group of entities under severance or other similar contract, arrangement or policy, each "common control,employee benefit plan" as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(23(3) of ERISA (collectivelyif any) and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which is entered into, maintained or contributed to by MSS and covers any employee or former employee or consultant or former consultant of MSS. Such contracts, plans and arrangements are as described in this Section 3.15.4 are hereinafter collectively referred to as the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. MSS Benefit Arrangements." Each Companies Employee Plan MSS Benefit Arrangement has been maintained substantially in compliance in all material respects with its terms and with the requirements prescribed by any and all laws, statutes, orders, rules and regulationsregulations that are applicable to such MSS Benefit Arrangement. MSS has delivered to NetSelect and its counsel, Fenwick & West LLP, a complete and correct copy and summary description of each MSS Benefit Arrangement. 3.15.5 There has been no amendment to, written interpretation or announcement (whether or not written) by MSS relating to, or change in employee participation or coverage under, any MSS Benefit Arrangement that would increase materially the expense of maintaining such MSS Benefit Arrangement above the level of the expense incurred in respect thereof for MSS' fiscal year ended December 31, 1997. 3.15.6 The group health plans (as defined in Section 4980B(g) of the Code) that benefit employees of MSS are in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code as such requirements affect MSS and its employees. As of the Closing Date, there will be no material outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any of the MSS Benefit Arrangements, covered employees, or qualified beneficiaries that could result in a Material Adverse Effect on MSS, or in a material adverse effect on the business, operations or financial condition of NetSelect as its successor. MSS has provided, or shall have provided prior to the Closing, to individuals entitled thereto, all required notices and coverage pursuant to Section 4980B of COBRA, with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Code) occurring prior to and including the Closing Date, and no material amount payable on account of Section 4980B of the Code has been incurred with respect to any current or former employees of MSS (or their beneficiaries). 3.15.7 No benefit payable or which may become payable by MSS pursuant to any MSS Benefit Arrangement or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code. MSS is not a party to any (a) agreement (other than as described in (b) below) with any executive officer or other key employee thereof (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving MSS in the nature of any of the transactions contemplated by this Agreement, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, ERISA and any stock option plan, stock appreciation rights plan or stock purchase plan, any of the Codebenefits of which will be materially increased, or the vesting of benefits of which are applicable to such Companies Employee Planswill be materially accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employees, ERISA and Other Compliance. 2.15.1 3.16.1 The Companies do Company and its subsidiaries are in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, and have correctly classified employees as exempt employees and non- exempt employees under the Fair Labor Standards Act. A list of all employees, officers, managers and consultants of the Company and their current title and/or job description and compensation is set forth on Schedule 3.16.1 to the Company --------------- Disclosure Letter. The Company does not have any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies 3.16.2 To the Company's Knowledge, the Company (ia) have is not now, nor has ever been nor are now been, subject to a union organizing effort, (iib) are is not subject to any collective bargaining agreement with respect to any of its employees, (iiic) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or and (ivd) have has no current labor disputes. The Companies have Company has good labor relations, and have has no knowledge Knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge Knowledge that any of their its key employees intends to leave his or her their employ. All of the employees of the Company and its subsidiaries are legally permitted to be employed by the Company in the United States of America in their current job capacities. 2.15.3 Section 2.15 3.16.3 The Company has not incurred any liability under, and has complied in all respects with, the Worker Adjustment Retraining Notification Act (the "WARN Act") and no fact or event exists that could give rise to liability under the WARN Act. Schedule 3.16.3 to the Companies Company Disclosure Letter identifies contains a --------------- list of all employees who are currently on a leave of absence (iwhether paid or unpaid), the reasons therefor, the expected return date, and whether reemployment of such employee is guaranteed by contract or statute, and a list of all employees who have requested a leave of absence to commence at any time after the date of this Agreement, the reason therefor, the expected length of such leave, and whether reemployment of such employee is guaranteed by contract or statute. (a) Schedule 3.16.4 to the Company Disclosure Letter lists --------------- each employment, severance or other similar contract, arrangement or policy, each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA and each plan or arrangement ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits oral) providing for insurance coverage (including any employment agreements entered into between the Companies and any employee of the Companiesself-insured arrangements), but excluding workers' compensationbenefits, unemployment compensation and other government-mandated programs) currently or previously maintainedvacation benefits, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee Plans.severance

Employees, ERISA and Other Compliance. 2.15.1 (a) To the Knowledge of the Company, each of the Company and its subsidiaries is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters. The Companies Company and its subsidiaries do not have any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officersindependent contractors have been properly classified as independent contractors for the purposes of federal and applicable state tax laws, directorslaws applicable to employee benefits and other applicable law, employees and consultants of except where the Companies having access failure to proprietary information have executed and delivered be so classified, in the aggregate, results in actual or potential liability to the Companies an agreement regarding the protection Company of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companiesno more than $100,000. 2.15.2 The Companies (b) Neither the Company nor any of its subsidiaries: (i) have not now is, nor has ever been nor are now been, subject to a union organizing effort, ; (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, ; (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, ; or (iv) have no has any current labor disputesdisputes that would materially impair the operations of the Company's business. The Companies Company and its subsidiaries generally have good labor relations, and have the Company has no knowledge Knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will have adversely impact such labor relations in a material adverse effect on such labor relationsmanner. As of the date of this Agreement, and have the Company has no knowledge Knowledge that any of their its or any of its subsidiaries' key employees intends to leave his or her employ. There are no controversies pending or, to the Knowledge of the Company or any of its subsidiaries, threatened, between the Company or any of its subsidiaries (on the one hand) and any of its employees (on the other hand) that would be reasonably likely to result in the Company incurring any material liability. All of the employees of the Company and its subsidiaries employed in the United States of America are legally permitted to be employed by the Company or any of its subsidiaries in the United States of America. 2.15.3 Section 2.15 to (c) Neither the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) Company nor any of its subsidiaries has any pension plan which constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companiesconstituted, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the a ----- "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations,multiemployer plan" as defined in Section 414(b3(37) of ERISA. No pension plan of the CodeCompany or any of its subsidiaries is subject to Title IV of ERISA. (d) Section 4.15(d) to the Disclosure Schedule lists each employment, (B) a group of entities under --------------- severance or other similar contract, arrangement or policy, each "common control,employee benefit plan" as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(23(3) of ERISA and each plan or arrangement (collectively, the "Companies Pension Plans"written or oral) providing for insurance coverage (including any self-insured arrangements), are identified as such in Section 2.15 workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which is entered into, maintained or contributed to by the Companies Disclosure Letter. All contributions due from the Companies with respect to Company or any of its subsidiaries and covers any employee or former employee of the Companies Employee Plans have been made Company or any of its subsidiaries. Such contracts, plans and arrangements as required under ERISA or have been accrued on are described in this Section 4.15(d) are hereinafter --------------- collectively referred to as "Company Benefit Arrangements." To the Financial Statements. Each Companies Employee Plan Knowledge ----------------------------- of the Company, each Company Benefit Arrangement has been maintained substantially in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulationsregulations that are applicable to such Company Benefit Arrangement, and each such Company Benefit Arrangement that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter that such plan satisfied the requirements of the Tax Reform Act of 1986 (a copy of which letter(s), if any, have been delivered to IDT and its counsel). The Company has delivered to IDT or its counsel a complete and correct copy and description of each Company Benefit Arrangement. The Company has timely filed and delivered to IDT and its counsel the most recent annual report (Form 5500) for each Company Benefit Arrangement that is an "employee benefit plan" as defined under ERISA. To the Knowledge of the Company, the Company has never been a participant in any "prohibited transaction," within the meaning of Section 406 of ERISA with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) which the Company sponsors as employer or in which Company participates as an employer, which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA), or which could result in an excise tax under the Code. All contributions due from the Company or any of its subsidiaries as of the date of the Unaudited Balance Sheet with respect to any of the Company Benefit Arrangements have been made or have been accrued on the Unaudited Balance Sheet and no further contributions will be due or will have accrued thereunder as of the Closing Date other than amounts consistent with the amounts paid or accrued in the periods reflected on the Unaudited Balance Sheet. All individuals who, pursuant to the terms of any Company Benefit Arrangement, are entitled to participate in any such Company Benefit Arrangement, are currently participating in such Company Benefit Arrangement or have been offered an opportunity to do so and have declined. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Company Benefit Arrangement that would increase materially the expense of maintaining such Company Benefit Arrangement above the level of the expense incurred in respect thereof for the Company's fiscal year ended September 27, 1998. (f) To the Knowledge of the Company, the group health plans (as defined in Section 4980B(g) of the Code) that benefit employees of the Company are in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code as such requirements affect the Company and its employees. As of the Closing Date, there will be no material outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any of the ----- Company Benefit Arrangements, covered employees, or qualified beneficiaries. (g) No benefit payable or which may become payable by the Company pursuant to any Company Benefit Arrangement or as a result of or arising under this Agreement or the other Transactional Agreements will constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code. Except as set forth on Section 4.15(g) of the Disclosure Schedule, the Company is not a --------------- party to any: (i) agreement with any executive officer or other key employee thereof (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company in the nature of the Merger or any of the other transactions contemplated by this Agreement or any Transactional Agreements, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment; or (ii) agreement or plan, including, without limitation, ERISA and any stock option plan, stock appreciation rights plan or stock purchase plan, any of the Codebenefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Merger or any of the other transactions contemplated by this Agreement or any Transactional Agreements, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or any Transactional Agreements. (h) To the Company's Knowledge, no employee, consultant or independent contractor of the Company or its subsidiaries: (i) is in material violation of any term or covenant of any employment contract, patent disclosure agreement, noncompetition agreement or any other contract or agreement with, or obligation to, any other party by virtue of such employee's, consultant's, or independent contractor's being employed by, or performing services for, the Company or such subsidiary or using trade secrets or proprietary information of others; or (ii) has developed any technology, software or other copyrightable, patentable, or otherwise proprietary work for the Company or any of its subsidiaries that is subject to any agreement under which such employee, consultant or independent contractor has assigned or otherwise granted to any third party any rights (including without limitation Proprietary Assets) in such technology, software or other copyrightable, patentable or otherwise proprietary work. To the Company's Knowledge, the employment of any employee of the Company or any subsidiary of the Company does not subject the Company or any such subsidiary to any liability to any third party. (i) There are applicable to such Companies Employee Plansno material pending claims against the Company or any of its subsidiaries under any workers' compensation plan or policy or for long-term disability benefits.

Employees, ERISA and Other Compliance. 2.15.1 3.16.1 The Companies Company and the Subsidiaries are in compliance in all material respects with all Applicable Laws and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act. The Company has delivered a list of all employees, officers and consultants of the Company and their current title and/or job description and compensation. The Company and the Subsidiaries do not have any employment contract or consulting agreement Contracts currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information . 3.16.2 The Company and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements Subsidiaries (a) are not now, nor have been delivered to the DoveBid Companies. 2.15.2 The Companies (i) have not ever been nor are now been, subject to a union organizing effort, (iib) are not subject to any collective bargaining agreement with respect to any of its employees, (iiic) are not subject to any other contractContract, written or oral, with any trade or labor union, employees' ’ association or similar organization, or and (ivd) have no current labor disputes. The Companies have good labor relations, Company and the Subsidiaries have no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will shall have a material adverse effect on such its labor relations, and have has no knowledge that any of their its key employees intends to leave his their employ. All of the employees of the Company are legally permitted to be employed by the Company or her employits Subsidiaries in the United States of America in their current job capacities for the maximum period allowed under Applicable Law. 2.15.3 Section 2.15 to 3.16.3 The Company and the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) Subsidiaries have no pension plan which constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), constituted, a “multiemployer plan” as defined in Section 3(37) of ERISA. No pension plan of the Company and the Subsidiaries is subject to Title IV of ERISA. (iia) all The Company has delivered each employment, severance or other similar Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA and each plan or arrangement (written or formal plans oral) providing for insurance coverage (including any self-insured arrangements), workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or agreements involving direct other forms of incentive compensation or indirect post-retirement insurance, compensation or benefits (including any employment agreements for employees, consultants or directors that is entered into between the Companies and any employee of the Companiesinto, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently maintained or previously maintained, contributed to or entered into by the Companies under which Company and the Companies Subsidiaries or any ERISA Affiliate (as defined below) thereof has and covers any present employee or future obligation or liability (collectivelyformer employee of the Company and the Subsidiaries. Such Contracts, the "Companies Employee Plans"). plans and arrangements as are described in this Section 3.16.4 are hereinafter collectively referred to as “Company Benefit Arrangements.” For purposes of this Section 2.153.16, "“ERISA Affiliate" shall mean ” means any entity which is a member of of: (Ai) a "“controlled group of corporations," ”, as defined in Section 414(b) of the Code, ; (Bii) a group of entities under "“common control," ”, as defined in Section 414(c) of the Code, ; or (Ciii) an "“affiliated service group," ”, as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesCompany and the Subsidiaries. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any 3.16.4 of the Companies Employee Plans have been made as required under ERISA Company Disclosure Letter lists each employment, severance or have been accrued on other similar Contract with each of the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansSpecified Employees.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have Except as set forth in Schedule 2.15.1, neither DDI nor any Subsidiary has any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of DDI and the Companies Subsidiaries having access to proprietary information have executed and delivered to DDI or the Companies Subsidiary an agreement regarding the protection of such proprietary information and the assignment of inventions to DDI or the CompaniesSubsidiary; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesISI's counsel. 2.15.2 The Companies Neither DDI nor any Subsidiary (i) have not has ever been nor are or is now subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has any current labor disputes. The Companies have DDI and each of its Subsidiaries has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter Schedule 2.15.3 identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies DDI or any Subsidiary under which the Companies DDI or any Subsidiary or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies DDI Employee Plans"). For purposes of this Section 2.152.15.3, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesDDI or any Subsidiary. Copies of all Companies DDI Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations summary plan descriptions thereof (including summary plan descriptions) have been delivered to the DoveBid CompaniesISI or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies DDI Employee Plan. All Companies DDI Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies DDI Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure LetterSchedule 2.15.3. All As of June 30, 1995, all contributions due from the Companies DDI or any Subsidiary with respect to any of the Companies DDI Employee Plans have been made as required under ERISA or have been accrued on the Financial StatementsDDI's or any such DDI Subsidiary's financial statements. Each Companies DDI Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies DDI Employee Plans.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do 2.17.1 Except as set forth in SCHEDULE 2.17.1 to Target Disclosure Letter, Target does not have any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies Target having access to proprietary information have executed and delivered to the Companies Target an agreement regarding the protection of such proprietary information and the assignment of inventions to the CompaniesTarget; true and complete copies of the form of all such agreements have been delivered to Acquirer's counsel. All independent contractors have been properly classified as independent contractors for the DoveBid Companiespurposes of federal and applicable state tax laws, laws applicable to employee benefits and other applicable law. 2.15.2 The Companies 2.17.2 Target (i) have has not ever been nor are or is now subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have has no current labor disputes. The Companies have Target has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 2.17.3 SCHEDULE 2.17.3 to the Companies Target Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies Target and any employee of the CompaniesTarget, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies Target under which the Companies Target or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee TARGET EMPLOYEE Plans"). For purposes of this Section 2.152.17, "ERISA AffiliateAFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesTarget. Copies of all Companies Target Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid CompaniesAcquirer or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Target Employee Plan. All Companies Target Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension PlansTARGET PENSION PLANS"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansSCHEDULE 2.17.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any Except as set forth in Exhibit 2.15.1, Netbot has no employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All current and former officers, directors, employees and consultants of the Companies Netbot having access to proprietary information or in any way involved with the creation of Netbot Intellectual Property Rights have executed and delivered to the Companies Netbot an agreement regarding the protection of such proprietary information or Netbot Intellectual Property Rights and the assignment of inventions to the CompaniesNetbot; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesExcite's counsel. 2.15.2 The Companies Netbot (i) have has not ever been nor are now is subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has not any current labor disputes. The Companies have Netbot has good labor relations, relations and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, relations and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter Exhibit 2.15.3 identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies Netbot under which the Companies Netbot or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Netbot Employee Plans"). For purposes of this Section 2.152.15.3, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee Plans.

Employees, ERISA and Other Compliance. 2.15.1 3.16.1 The Companies do Company is in compliance in all material respects with all Applicable Laws, contracts, agreements, arrangements, commitments and undertakings relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act. A list of all employees, officers and consultants of the Company and their current title and/or job description and compensation is set forth in Schedule 3.16.1 of the Company Disclosure Letter. The Company does not have any employment contract or consulting agreement contracts, agreements, arrangements, commitments or undertakings currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 3.16.2 The Companies Company (ia) have is not now, nor has ever been nor are now been, subject to a union organizing effort, (iib) are is not subject to any collective bargaining agreement with respect to any of its employees, (iiic) are is not subject to any other contract, agreement, arrangement, commitment or undertaking, written or oral, with any trade or labor union, employees' association or similar organization, or and (ivd) have has no current labor disputes. The Companies have Company has good labor relations, and have has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will shall have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her their employ. All of the employees of the Company are legally permitted to be employed by the Company in the United States of America in their current job capacities for the maximum period allowed under Applicable Laws. 2.15.3 Section 2.15 to 3.16.3 The Company has no pension plan which constitutes, or has since the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), constituted, a "multiemployer plan" as defined in Section 3(37) of ERISA. No pension plan of the Company is subject to Title IV of ERISA. 3.16.4 (a) Schedule 3.16.4 of the Company Disclosure Letter lists each employment, severance or other similar contract, agreement, arrangement, commitment or undertaking, each "employee benefit plan" as defined in Section 3(3) of ERISA and each plan or arrangement (ii) all other written or formal plans oral) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or agreements involving direct other forms of incentive compensation or indirect post-retirement insurance, compensation or benefits (including any employment agreements for employees, consultants or directors that is entered into between the Companies and any employee of the Companiesinto, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently maintained or previously maintained, contributed to or entered into by the Companies under which the Companies Company or any ERISA Affiliate (as defined below) thereof has and covers any present employee or future obligation or liability (collectivelyformer employee of the Company. Such contracts, the agreements, arrangements, commitments, undertakings, plans and arrangements as are described in this Section 3.16.4 are hereinafter collectively referred to as "Companies Employee Plans"). Company Benefit Arrangements." For purposes of this Section 2.153.16, "ERISA Affiliate" shall mean means any entity which is a member of of: (Ai) a "controlled group of corporations," ", as defined in Section 414(b) of the Code, ; (Bii) a group of entities under "common control," ", as defined in Section 414(c) of the Code, ; or (Ciii) an "affiliated service group," ", as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansCompany.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any 3.15.1 CSI has no employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies 3.15.2 CSI (i) have has never been and is not ever been nor are now subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have has no current labor disputesdispute. The Companies have good labor relations, CSI and have no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and Principals have no knowledge that any a material number of their key employees intends intend to leave his the employ of CSI or her employthat any employees intend to leave the employ of CSI and which departures would prevent CSI from fully performing on schedule any Customer Agreement. 2.15.3 Section 2.15 to 3.15.3 Schedule 3.15.3 of the Companies Disclosure Letter CSI Schedule of Exceptions --------------- identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but ----- excluding workers' compensation, unemployment compensation and other government-government- mandated programs) programs currently or previously maintained, contributed to or entered into by the Companies CSI under which the Companies CSI or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies CSI --- Employee Plans"). For purposes of this Section 2.153.15.3, "ERISA Affiliate" shall -------------- --------------- mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesCSI. Copies of all Companies CSI Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations summary plan descriptions thereof (including summary plan descriptions) have been delivered or made available to the DoveBid CompaniesAsymetrix or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies CSI Employee Plan. All Companies CSI Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies CSI Pension Plans"), are identified as ----------------- such in Section 2.15 to Schedule 3.15.3 of the Companies Disclosure LetterCSI Schedule of Exceptions. All As of the date --------------- hereof, all contributions due and previously required to be made on or before the date hereof from the Companies CSI with respect to any of the Companies CSI Employee Plans have been made as required under ERISA or have been accrued on the CSI Financial Statements. Each Companies To the knowledge of CSI and the Principals, each CSI Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies CSI Employee Plans. 3.15.4 No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any CSI Employee Plan which is covered by Title I of ERISA which would result in a material liability to CSI taken as a whole, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any -12- CSI Employee Plan has made or will make CSI or any officer or director of CSI subject to any material liability under Title I of ERISA or liable for any material tax (as defined in Section 2.7) or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA. 3.15.5 Any CSI Pension Plan which is intended to be qualified under Section 401(a) of the Code (a "CSI 401(a) Plan") has received a favorable --------------- determination from the Internal Revenue Service as to its qualifications, and CSI and the Principals are not aware of any reason why such determination may not be relied upon by such plan. CSI and the Principals have delivered or made available to Asymetrix or its counsel a true, correct and complete copy of the most recent Internal Revenue Service determination letter with respect to each CSI 401(a) Plan. 3.15.6 Schedule 3.15.6 of the CSI Schedule of Exceptions lists --------------- each employment, severance or other similar contract (written or oral), arrangement or policy and each plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit- sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors, but excluding workers' compensation, unemployment compensation and other government- mandated programs currently or previously maintained, which (A) is not a CSI Employee Plan, (B) is entered into, maintained or contributed to, as the case may be, by CSI and (C) covers any employee or former employee of CSI. Such contracts, plans and arrangements as are described in this Section 3.15.6 are herein referred to collectively as the "CSI Benefit Arrangements." Each CSI ------------------------ Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such CSI Benefit Arrangement. CSI has delivered or made available to Asymetrix or its counsel a complete and correct copy or description of each CSI Benefit Arrangement. 3.15.7 CSI has timely provided to individuals entitled thereto all required notices and coverage pursuant to Section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section ----- 4980B(f)(3) of the Code) under any CSI Employee Plan occurring prior to and including the Closing Date, and no material Tax payable on account of Section 4980B of the Code has been incurred with respect to any current or former employees (or their beneficiaries) of CSI. 3.15.8 No benefit payable or which may become payable by CSI pursuant to any CSI Employee Plan or any CSI Benefit Arrangement or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code. 3.15.9 To the knowledge of CSI and the Principals and except for matters which would not have a Material Adverse Effect, no employee of CSI is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject CSI to any material liability. 3.15.10 A list of all employees, officers and consultants of CSI and their current compensation, bonus plans, commission plans, vacation rights and severance rights is set forth on Schedule 3.15.10 of the CSI Schedule ---------------- of Exceptions. CSI is currently paying all amounts that are currently required to be paid to such parties shown in such Schedule. 3.15.11 CSI is not a party to any (a) agreement with any executive officer or other key employee of CSI (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving CSI in the nature of any of the transactions contemplated by this Agreement and the Certificate of Merger, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the transactions contemplated by this Agreement and the Certificate of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Certificate of Merger. CSI is not obligated to make any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code), nor will any excess parachute payment be deemed to have occurred as a result of or arising out of the Merger.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do 3.16.1 Kendara is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, and has correctly classified employees as exempt employees and non-exempt employees under the Fair Labor Standards Act, except to the extent that noncompliance or incorrect classification of employees would not have a Material Adverse Effect on Kendara. A list of all employees, officers and consultants of Kendara and their current title and/or job description and compensation is set forth on Item 3.16.1 to ----------- Kendara Disclosure Letter. Kendara does not have any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies 3.16.2 Kendara (ia) have is not now, nor has ever been nor are now been, subject to a union organizing effort, (iib) are is not subject to any collective bargaining agreement with respect to any of its employees, (iiic) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, organization or (ivd) have no has any current labor disputes. The Companies have Kendara has good labor relations, and have has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her their employ. All of the employees of Kendara are legally permitted to be employed by Kendara in the United States of America in their current job capacities. 2.15.3 Section 2.15 to 3.16.3 Kendara has no pension plan, which constitutes, or has since the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) constituted, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations,multiemployer plan" as defined in Section 414(b3(37) of the Code, (B) a group ERISA. No pension plan of entities under "common control," as defined in Section 414(c) Kendara is subject to Title IV of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansERISA.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do (a) Stockholder and Company are in compliance with Applicable Law and all agreements and contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, except for such noncompliance which, individually or in the aggregate, would not have be material to the Company Business. Except as set forth in Part 2.17(a) of the Company Disclosure Letter, neither the Company nor Stockholder has any employment contract or consulting agreement agreements with any BMA Employee or consultant employed or engaged in the Company Business currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants . (b) Except as set forth in Part 2.17(b) of the Companies having access to proprietary information have executed and delivered to Company Disclosure Letter, neither the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies Company nor Stockholder (i) have not is now, nor has ever been nor are now been, subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employeesagreement, (iii) are not is subject to any other contract, written or oral, contract with any trade or labor union, employees' association or similar organization, organization or (iv) have no has any current labor disputes. The Companies Company and Stockholder, with respect to the BMA Employees, have good labor relations, and have Company has no knowledge Knowledge of any facts indicating that the consummation of the transactions contemplated hereby by this Agreement will have a material an adverse effect on such labor relations, . All of the BMA Employees of Company and have no knowledge that any Stockholder are legally permitted to be employed by Company or Stockholder in the United States of America in their key employees intends to leave his or her employcurrent job capacities. 2.15.3 Section 2.15 (c) Neither the Company nor, with respect to any BMA Employee, Stockholder has any pension plan which constitutes, or has since the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) constituted, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations,multiemployer plan" as defined in Section 414(b3(37) of the CodeERISA. No pension plan of Company or, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any BMA Employee, Stockholder is subject to Title IV of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansERISA.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have In each case, except with respect to the Payments: (a) Except as set forth in Item 2.13(a) of the Disclosure Letter, neither SSI nor any of its Subsidiaries has any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies (b) Neither SSI nor any of its Subsidiaries (i) have not ever been nor are now is subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has any current labor disputes. The Companies have good Since the commencement of operations of SSI there has not been any strike, work stoppage, or other occurrence, event or similar labor relationsdisturbance in connection with SSI's or its Subsidiaries' operations, and have no and, to the knowledge of any facts indicating that the consummation SSI, no strike, work stoppage, or other such occurrence, event, condition, or disturbance is threatened. (c) Item 2.13(c) of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have no knowledge that any of their key employees intends to leave his or her employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of SSI and its Subsidiaries, or with respect to which any of SSI or its Subsidiaries may have liability, and (ii) all other written or formal oral plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies SSI or any Subsidiary and any employee of the CompaniesSSI or any Subsidiary, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies SSI or any Subsidiary under which the Companies SSI or any Subsidiary or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies SSI Employee Plans"). Item 2.13(c) of the Disclosure Letter also lists each employee of SSI and its Subsidiaries, and their respective titles, salaries and benefits. For purposes of this Section 2.152.13(c), "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Internal Revenue Code of 1986 (the "Code"), (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesSSI or any Subsidiary. Copies of all Companies SSI Employee Plans (and, if applicable, related trust agreements, summary plan descriptions, insurance contracts, investment management contracts, administrative service agreements, and actuarial reports and certifications) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid CompaniesHOLL or its counsel, together with the three most recent annual reports (Form Fxxx 5500, including, if applicable, Schedule B including all Schedules thereto) prepared in connection with any such Companies SSI Employee Plan. All Companies SSI Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies SSI Pension Plans"), are identified as such in Section 2.15 to Item 2.13(c) of the Companies Disclosure Letter. All contributions due from the Companies SSI or any Subsidiary with respect to any of the Companies SSI Employee Plans have been made as required under ERISA or have been accrued on ERISA. Accruals for contributions not yet due are properly reflected in the Financial StatementsStatements . Each Companies Except as would not have a Material Adverse Effect on SSI, each SSI Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies SSI Employee Plans. All amounts deducted from the compensation otherwise due any employee pursuant to an SSI Plan providing 401(k) benefits have been "timely paid," within the meaning of applicable Treasury and Department of Labor Regulations, to the corresponding trust. There is no unfunded liability with respect to any SSI Pension Plan. With respect to each SSI Employee Plan, (i) no breach of fiduciary duty by any employee or contractor of SSI, any Subsidiary of SSI, or any ERISA Affiliate has occurred; (ii) there is no material dispute with any participant or person claiming to be a participant; (iii) there is no material dispute or any audit or investigation by any governmental authority which has been noticed, commenced or threatened in writing; (iv) all deductions claimed for contributions made or accrued meet the requirements for deductibility under the Code; (v) SSI and its Subsidiaries have expressly reserved the right to amend, modify or terminate such plan, or any portion of it, at any time without liability (except to the extent liability arises by reason of the requirements of applicable law); and (vi) there is no requirement that SSI or its Subsidiaries continue to employ any person.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any Except as set forth in Exhibit 2.15.1, Throw has no employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All current and former officers, directors, employees and consultants of the Companies Throw having access to proprietary information or in any way involved with the creation of Throw Intellectual Property Rights have executed and delivered to the Companies Throw an agreement regarding the protection of such proprietary information or Throw Intellectual Property Rights and the assignment of inventions to the CompaniesThrow; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesExcite's counsel. 2.15.2 The Companies Throw (i) have has not ever been nor are now is subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has not any current labor disputes. The Companies have Throw has good labor relations, relations and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, relations and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter Exhibit 2.15.3 identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies Throw under which the Companies Throw or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Throw Employee Plans"). For purposes of this Section 2.152.15.3, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesThrow. Copies Except as set forth in Exhibit 2.15.3, copies of all Companies Throw Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations summary plan descriptions thereof (including summary plan descriptionssummaries of material modifications) have been delivered to the DoveBid CompaniesExcite or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) ), if such reports are required by ERISA, prepared in connection with any such Companies Throw Employee Plan. All Companies Throw Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Throw Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansExhibit 2.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any 3.16.1 Except as set forth in Schedule 3.16.1, VEDO has no employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies 3.16.2 VEDO (i) have has never been and is not ever been nor are now subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have has no current labor disputes. The Companies have good labor relations, and have no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have no knowledge that any of their key employees intends to leave his or her employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter 3.16.3 Schedule 3.16.3 identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other material written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies VEDO and any employee of the CompaniesVEDO, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies VEDO or any ERISA Affiliate (as defined below) thereof under which either has any present or future material obligation or liability (collectively, the "Companies Employee PlansVEDO EMPLOYEE PLANS"). For purposes of this Section 2.153.16, "ERISA AffiliateAFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesVEDO. Copies of all Companies VEDO Employee Plans (and, if applicable, related trust agreements) ), and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered or made available to the DoveBid CompaniesGoSolutions or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies VEDO Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies VEDO with respect to any of the Companies VEDO Employee Plans have been made as required under ERISA or have been accrued on VEDO's financial statements as of the Financial StatementsVEDO Balance Sheet Date. Each Companies To the knowledge of VEDO, each VEDO Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies VEDO Employee Plans, except where the failure to comply with any such statutes, orders, rules and regulations would not have a Material Adverse Effect on VEDO. No VEDO Employee Plan will be subject to any material surrender fees or service fees upon termination other than normal and reasonable administrative fees associated with the termination of benefit plans.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have (a) Each Telos Seller is in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters. A complete list of all employees, officers and consultants of Telos Sellers and their current title and/or job description, compensation has been delivered to Buyer and its counsel. All employees of Telos Sellers are legally permitted to be employed by Seller in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. Except as set forth in Schedule 4.16(a)-2 of the Seller Disclosure Letter, neither Seller nor any of its Subsidiaries has any employment contract or consulting agreement Contracts currently in effect that is are not terminable at will within 60 days without penalty (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies (b) No Telos Seller (i) have not is now, or has ever been nor are now been, subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, and (iii) are not is subject to any other contract, written or oral, Contract with any trade or labor union, employees' ’ association or similar organization, or and (iv) have no has current labor disputesdisputes with any trade or labor union, employees’ association or similar organization. The Companies Telos Sellers have good labor relations, and have Seller has no knowledge of any facts indicating that the consummation of the Asset Purchase or any of the other transactions contemplated hereby will shall have a material adverse effect on such labor relations, and have no knowledge that any of their key employees intends to leave his or her employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (ic) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended No Telos Seller ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined belowthereof) thereof has any present maintains or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Codecontributes to, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, has ever maintained or treasury regulations promulgated under Section 414(o) of the Codecontributed to, any “pension plan” within the meaning of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA or any retiree welfare plan. (collectivelyi) Schedule 4.16(d) of the Seller Disclosure Letter lists each material employment, the "Companies Pension Plans")consulting, are identified severance or other similar Contract, each “employee welfare benefit plan” as such defined in Section 2.15 3(1) of ERISA and each plan or arrangement (written or oral) providing for insurance coverage, workers’ benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is entered into, maintained or contributed to the Companies Disclosure Letterby any Telos Seller or any ERISA Affiliate and covers any employee of Seller or its Subsidiaries. All contributions due from the Companies with respect Such Contracts, plans and arrangements as are described in this Section 4.16(d) are hereinafter collectively referred to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. “Seller Benefit Arrangements.” (ii) Each Companies Employee Plan Seller Benefit Arrangement has been maintained substantially in compliance in all material respects with its terms and with the requirements prescribed by any and all statutesApplicable Law that is applicable to such Seller Benefit Arrangement. (iii) Seller has delivered to Buyer and its legal counsel a complete and correct copy of each Seller Benefit Arrangement. (iv) Seller has timely filed and delivered or made available to Buyer and its legal counsel all material written communications within the last year with participants, ordersthe Internal Revenue Service, rules the U.S. Department of Labor or any other Governmental Authority, administrators, trustees, beneficiaries and regulationsalternate payees relating to any Seller Benefit Arrangement. (v) No suit, includingadministrative proceeding, without limitationaction or other litigation has been brought, ERISA or to the knowledge of Seller, is threatened in writing against or with respect to any Seller Benefit Arrangement, including any audit or inquiry by the Internal Revenue Service or the U.S. Department of Labor. (vi) All material contributions due from Seller or its Subsidiaries with respect to any of the Seller Benefit Arrangements have been made or have been accrued on Seller’s financial statements (including the Seller Financial Statements), and no further contributions shall be due or shall have accrued thereunder as of the Closing Date (other than contributions accrued in the ordinary course of business, consistent with past practices, after the Balance Sheet Date as a result of the operations of Seller after the Balance Sheet Date). (e) Each Seller Benefit Arrangement, to the extent applicable, is in compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code, Sections 601 through 608 of ERISA, as applicable, the Americans with Disabilities Act of 1990, as amended, and the regulations thereunder, the Health Insurance Portability and Accountability Act of 1996, as amended, the Women’s Health and Cancer Rights Act of 1998, and the Family Medical Leave Act of 1993, as amended, and the regulations thereunder, as such requirements affect Seller and its employees. (f) Except as set forth Schedule 4.16(f) of the Seller Disclosure Letter, no benefit payable or that may become payable by the Seller pursuant to any Seller Benefit Arrangement or as a result of, in connection with or arising under this Agreement shall constitute a ”parachute payment” (as defined in Section 280G(b)(2) of the Code) that is subject to the imposition of an excise tax under Section 4999 of the Code or that would not be deductible by reason of Section 280G of the Code. Unless otherwise indicated in Schedule 4.16(f) of the Seller Disclosure Letter (and except for any acceleration or change contemplated by this Agreement), Seller is not a party to any: (i) Contract with any “disqualified individual” (as defined in Section 280G(c) of the Code) (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Seller in the nature of the Asset Purchase or any of the other transactions contemplated by this Agreement or any Seller Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment; or (ii) Contract or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Asset Purchase or any of the other transactions contemplated by this Agreement, or any event subsequent to the Asset Purchase such as the termination of employment of any person, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. (g) Each compensation and benefit plan that has been established or maintained, or that is required to be maintained or contributed to by the law or applicable custom or rule of the relevant jurisdiction, outside of the United States by Seller or any of its Subsidiaries (each such plan, a “Foreign Plan”) is listed in Schedule 4.16(g)-1 of the Seller Disclosure Letter. Except as set forth in Schedule 4.16(g)-2 of the Seller Disclosure Letter, as regards each Foreign Plan, (i) such Foreign Plan is in compliance in all material respects with the provisions of the laws of each jurisdiction in which such Foreign Plan is maintained, to the extent those laws are applicable to such Companies Employee PlansForeign Plan, (ii) all contributions to, and material payments from, such Foreign Plan that may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the law of the jurisdiction in which such Foreign Plan is maintained, have been timely made or shall be made by the Closing Date, and all such contributions to such Foreign Plan, and all payments under such Foreign Plan, for any period ending before the Closing Date that are not yet, but will be, required to be made, are included as an accrued liability on the Seller Balance Sheet, (iii) Seller and each ERISA Affiliate has materially complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Entity having jurisdiction with respect to such Foreign Plan any required determinations, if any, that such Foreign Plan is in compliance with the laws of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan, (iv) such Foreign Plan has been administered in all material respects at all times in accordance with its terms and applicable law and regulations, (v) to the knowledge of Seller, there are no pending investigations by any governmental body involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan, (vi) the consummation of the transactions contemplated by this Agreement will not by itself create or otherwise result in any liability with respect to such Foreign Plan other than the triggering of payment to participants, and (vii) except as required by applicable laws, no condition exists that would prevent Seller from terminating or amending any Foreign Plan at any time for any reason in accordance with the terms of each such Foreign Plan (other than normal and reasonable expenses typically incurred in a termination event).

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have 3.15.1 Except as set forth in Schedule 3.15.1, neither UniCAD --------------- nor the Subsidiary has any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of UniCAD and the Companies having access to proprietary information Subsidiary have executed and delivered to UniCAD or the Companies Subsidiary an agreement regarding the protection of such proprietary information and the assignment of inventions to UniCAD or the CompaniesSubsidiary; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesCCT's counsel. 2.15.2 The Companies 3.15.2 Neither UniCAD nor the Subsidiary (i) have not has ever been nor are or is now subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has any current labor disputesdisputes where the amount involved, individually or in the aggregate, exceeds $20,000. The Companies have Each of UniCAD and the Subsidiary has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) 3.15.3 Schedule 3.15.3 contains a list of all Employee Plans. --------------- Each of the Employee Retirement Income Security Plans, and its administration, are, in all material respects, in full compliance with all applicable federal, state, municipal, local, Canadian and other governmental laws and ordinances, orders, rules and regulations and UniCAD and the Subsidiary are in substantial compliance with the terms of all of the Employee Plans. 3.15.4 All contributions due from UniCAD or the Subsidiary have been made or accrued on the Financial Statements with respect to any Employee Plan except those contributions accruing after the Balance Sheet Date in the ordinary course. 3.15.5 There has been no amendment to, written interpretation or announcement (whether or not written) by UniCAD or the Subsidiary relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended September 30, 1995. 3.15.6 If required by applicable law, UniCAD and the Subsidiary have provided, or will have provided prior to the Closing, to individuals entitled thereto all required notices and coverage pursuant to Section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation Act of 19741985, as amended ("ERISACOBRA"), and with respect to any "qualifying event" (iias ----- defined in Section 4980B(f)(3) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the CompaniesCode) occurring prior to and including the Closing Date, but excluding workers' compensation, unemployment compensation and other government-mandated programsno material tax payable on account of Section 4980B of the Code has been incurred with respect to any current or former employees (or their beneficiaries) currently of UniCAD or previously maintained, contributed the Subsidiary. 3.15.7 No benefit payable or which may become payable by UniCAD or the Subsidiary pursuant to any Employee Plan or entered into by the Companies as a result of or arising under which the Companies or any ERISA Affiliate this Agreement shall constitute an "excess parachute payment" (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b280G(b)(1) of the Code, (B) a group which is subject to the imposition of entities an excise tax under "common control," as defined in Section 414(c) 4999 of the Code or which would not be deductible by reason of Section 280G of the Code. 3.15.8 No employee of UniCAD or the Subsidiary is in material violation of (a) any term of any employment contract, patent disclosure agreement or non-competition agreement or (b) any term of any other contract or agreement, or any restrictive covenant, relating to the right of any such employee to be employed by UniCAD or the Subsidiary or to use Intellectual Property of others. To the knowledge of UniCAD, the mere fact of employment of any employee of UniCAD or the Subsidiary does not subject UniCAD or the Subsidiary to any liability to any third party. 3.15.9 Except as set forth in Schedule 3.15.9, neither UniCAD --------------- nor the Subsidiary is a party to any (Ca) an "affiliated service group," as defined in Section 414(magreement with any executive officer or other key employee thereof (i) the benefits of the Codewhich are contingent, or treasury regulations promulgated under Section 414(o) of the Code, any terms of which includes are materially altered, upon the Companies. Copies occurrence of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to a transaction involving UniCAD in the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) nature of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA transactions contemplated by this Agreement and the UniCAD Ancillary Agreements; (ii) providing any term of employment or have been accrued on compensation guarantee; or (iii) providing severance benefits or other benefits after the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with termination of employment of such employee regardless of the requirements prescribed by any and all statutes, orders, rules and regulationsreason for such termination of employment; or (b) agreement or plan, including, without limitation, ERISA any share option scheme, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the UniCAD Ancillary Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the UniCAD Ancillary Agreements. 3.15.10 A list of all employees, officers and consultants of UniCAD and the CodeSubsidiary and their current compensation (salary and bonuses), which are applicable to such Companies Employee Plans.their last annual review date and their latest change in compensation (salary or bonus) is set forth on Schedule 3.15.10. ----------------

Employees, ERISA and Other Compliance. 2.15.1 The Companies do (a) Company and its Subsidiaries are in compliance in all material respects with all Legal Requirements, agreements and contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not have limited to, employee compensation matters. A list of all employees, officers and consultants employed or engaged by Company or its Subsidiaries in the Company Business and their current title and/or job description and compensation is set forth on Part 2.17(a) to the Company Letter. Except as set forth in Part 2.17(a) of the Company Letter, neither Company nor its Subsidiaries has any employment contract or consulting agreement agreements with any employee or consultant employed or engaged by the Company in the Company Business currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants . (b) Except as set forth in Part 2.17(b) of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection Company Letter, neither Company nor any of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies its Subsidiaries (i) have not now is, nor has ever been nor are now been, subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, organization or (iv) have no has any current labor disputes. The Companies Company and its Subsidiaries have good labor relations, and have no knowledge Knowledge of any facts indicating that the consummation of the Spinoff Transaction or the Merger or any of the other transactions contemplated hereby will have a material an adverse effect on such labor relations, and have no knowledge Knowledge that any of their key the Named Persons who are employees of Company intends to leave his their employ. All of the employees of Company and its Subsidiaries are legally permitted to be employed by Company or her employits Subsidiaries in the United States of America in their current job capacities. 2.15.3 Section 2.15 to (c) Neither Company nor any of its Subsidiaries has any pension plan which constitutes, or has since the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) constituted, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations,multiemployer plan" as defined in Section 414(b3(37) of the Code, (B) a group ERISA. No pension plan of entities under "common control," as defined in Section 414(c) of the Code, Company or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies its Subsidiaries is subject to Title IV of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansERISA.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do (a) Vividence is in compliance in all material respects with all applicable laws, agreements and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, and has correctly classified employees as exempt employees and non-exempt employees under the Fair Labor Standards Act, except to the extent that noncompliance or incorrect classification of employees would not have a Material Adverse Effect on Vividence. A list of all employees, officers and consultants of Vividence and their current title and/or job description and compensation is set forth in Schedule 3.16(a)(1) to the Vividence Disclosure Letter. Except as set forth in Schedule 3.16(a)(2) to the Vividence Disclosure Letter, Vividence does not have any employment contract Contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies. 2.15.2 The Companies (b) Vividence (i) have is not now, nor has ever been nor are now been, subject to a union organizing effort, (ii) are is not subject to any collective bargaining agreement with respect to any of its employees, (iii) are is not subject to any other contractContract, written or oral, with any trade or labor union, employees' ’ association or similar organization, organization or (iv) have no has any current labor disputes. The Companies have Vividence has good labor relations, and have has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will have a material an adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her their employ. All of the employees of Vividence in the United States are legally permitted to be employed by Vividence in the United States of America in their current job capacities. 2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (ic) each "Vividence has no “employee pension benefit plan," ” as defined in Section 3(33(2) of ERISA that constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), and constituted (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (Ai) a "controlled group of corporations," “multiemployer plan” as defined in Section 414(b3(37) of the CodeERISA, (Bii) a group of entities under "common control," “multiple employer plan” as defined in Code Section 414(c) of the Code413(c), or (Cii) an "affiliated service group," as defined in a “funded welfare plan” within the meaning of Code Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies419. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "No employee pension benefit plan," as defined in Section 3(2) plan of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 Vividence is subject to the Companies Disclosure Letter. All contributions due from the Companies with respect to any Title IV of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee PlansERISA.

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have Except as set forth in EXHIBIT 2.15.1, neither Target nor any Subsidiary has any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of Target and the Companies Subsidiaries having access to proprietary information have executed and delivered to Target or the Companies Subsidiary an agreement regarding the protection of such proprietary information and the assignment of inventions to Target or the CompaniesSubsidiary; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesAcquirer's counsel. 2.15.2 The Companies To the best of Target's knowledge, neither Target nor any Subsidiary (i) have not has ever been nor are or is now subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no has any current labor disputes. The Companies have Target and each of its Subsidiaries has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter EXHIBIT 2.15.3 identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies Target or any Subsidiary and any employee of the CompaniesTarget or any Subsidiary, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies Target or any Subsidiary under which the Companies Target or any Subsidiary or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee PlansTARGET EMPLOYEE PLANS"). For purposes of this Section 2.15, "ERISA AffiliateAFFILIATE" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Companies. Copies of all Companies Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid Companies, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Employee Plan. All Companies Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Companies Pension Plans"), are identified as such in Section 2.15 to the Companies Disclosure Letter. All contributions due from the Companies with respect to any of the Companies Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Companies Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Employee Plans.affiliated

Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have 2.14.1 Except as set forth in Schedule 2.14.1, neither Target nor any Subsidiary has any employment contract contracts or consulting agreement agreements currently in effect that is are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of Target and the Companies Subsidiaries having access to proprietary information have executed and delivered to Target or the Companies Subsidiary an agreement regarding the protection of such proprietary information and the assignment of inventions to Target or the CompaniesSubsidiary; true and complete copies of the form of all such agreements have been delivered to the DoveBid CompaniesAcquirer’s counsel. 2.15.2 The Companies 2.14.2 Neither Target nor any Subsidiary (i) have not has ever been nor are or is now subject to a union organizing effort, (ii) are not is subject to any collective bargaining agreement with respect to any of its employees, (iii) are not is subject to any other contract, written or oral, with any trade or labor union, employees' ’ association or similar organization, or (iv) have no has any current labor disputes. The Companies have Target and each of its Subsidiaries has good labor relations, and have has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have has no knowledge that any of their its key employees intends to leave his or her its employ. 2.15.3 Section 2.15 to the Companies Disclosure Letter 2.14.3 Schedule 2.14.3 identifies (i) each "“employee benefit plan," ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies Target or any Subsidiary and any employee of the CompaniesTarget or any Subsidiary, but excluding workers' ’ compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies Target or any Subsidiary under which the Companies Target or any Subsidiary or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies “Target Employee Plans"”). For purposes of this Section 2.152.14.3, "“ERISA Affiliate" ” shall mean any entity which is a member of (A) a "“controlled group of corporations," ” as defined in Section 414(b) of the Code, (B) a group of entities under "“common control," ” as defined in Section 414(c) of the Code, or (C) an "“affiliated service group," ” as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the CompaniesTarget or any Subsidiary. Copies of all Companies Target Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to the DoveBid CompaniesAcquirer or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Companies Target Employee Plan. All Companies Target Employee Plans which individually or collectively would constitute an "“employee pension benefit plan," ” as defined in Section 3(2) of ERISA (collectively, the "Companies “Target Pension Plans"”), are identified as such in Section 2.15 to the Companies Disclosure LetterSchedule 2.14. 1. All contributions due from the Companies Target or any Subsidiary with respect to any of the Companies Target Employee Plans have been made as required under ERISA or have been accrued on the Financial StatementsTarget’s or any such Target Subsidiary’s financial statements as of September 31, 2005. Each Companies Target Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Companies Target Employee Plans.