AGREEMENT AND PLAN OF MERGER

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EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "AGREEMENT") is
entered into as of the 5th day of January, 2007 by and among Dynabazaar, Inc., a
Delaware corporation ("DYNABAZAAR"), LQ Merger Corp., a Delaware corporation and
a direct, wholly owned subsidiary of Dynabazaar ("LMC"), and L Q Corporation,
Inc., a Delaware corporation ("LQ").

A. WITNESSETH:

1. The Boards of Directors of Dynabazaar, LMC and LQ have each
approved and adopted this Agreement and determined that the merger (the
"MERGER") of LMC with and into LQ, with the result that LQ, as the surviving
corporation, will continue as a wholly owned subsidiary of Dynabazaar, is
advisable and in the best interests of their respective stockholders. The
parties intend (i) that the Merger shall constitute a "reorganization" within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
and the regulations promulgated thereunder (the "CODE"), (ii) by approving
resolutions authorizing this Agreement, to adopt this Agreement as a plan of
reorganization within the meaning of Sections 354 and 361 of the Code and (iii)
that the transactions contemplated by this Agreement be undertaken pursuant to
such plan.

2. Pursuant to the Merger, each outstanding share of LQ's
common stock, par value $.001 per share (the "LQ COMMON STOCK" and each such
share, a "SHARE"), shall be converted into the right to receive the Merger
Consideration (as defined below), with the result that LQ's stockholders will
receive, in the aggregate, approximately 11,717,805 shares of Dynabazaar's
common stock, par value $.001 per share (the "DYNABAZAAR COMMON STOCK").

3. In connection with the Merger and this Agreement, Barington
Capital Group, L.P. and certain of its affiliates which are collectively the
owners of approximately 5.9% of the outstanding LQ Common Stock and the owners
of approximately 7.2% of the outstanding Dynabazaar Common Stock have agreed to
vote all shares of LQ Common Stock and Dynabazaar Common Stock beneficially
owned by them as to the approval of the Merger, in proportion to the votes of
the other stockholders of the respective corporations.

NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement and intending
to be legally bound hereby, the parties hereto agree as follows:

B. THE MERGER

1. Effective Time, etc. As promptly as practicable (and in any
event within two business days) after the satisfaction or waiver of the
conditions set forth in F. below, the parties shall cause the Merger to be
consummated by filing with the Secretary of State of the State of Delaware a
properly executed certificate of merger (the "CERTIFICATE OF MERGER") as
contemplated by the Delaware General Corporation Law (the "DGCL"). The Merger
shall become effective at the time of such filing or at such later time, if any,
as is agreed by the parties hereto and specified in the Certificate of Merger
(the "EFFECTIVE TIME"). At the Effective Time, LMC shall be merged with and into
LQ, the separate corporate existence of LMC shall cease, and LQ shall continue
as the surviving corporation (sometimes referred to as the "SURVIVING
CORPORATION"). The certificate of incorporation and by-laws of LMC, as in effect
immediately prior to the Effective Time, shall be the certificate of
incorporation and by-laws, respectively, of the Surviving Corporation until
amended as provided therein. The directors of LMC immediately prior to the
Effective Time shall be the initial directors of the Surviving Corporation and
the officers of LQ immediately prior to the Effective Time shall be the initial
officers of the Surviving Corporation, in each case until their respective
successors are duly elected or appointed and qualified.

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2. Effect on Securities, Etc. At the Effective Time, by virtue
of the Merger:

(a) Conversion of Securities. (i) Each Share issued and
outstanding immediately prior to the Effective Time shall be converted, subject
to adjustment as provided in Section B.2(d) below, into the right to receive
3.65 shares (the "EXCHANGE RATIO") of Dynabazaar Common Stock (the "STOCK
CONSIDERATION"). Each Share held in the treasury of LQ or owned by Dynabazaar,
LMC or any direct or indirect subsidiary of LQ or Dynabazaar immediately prior
to the Effective Time shall be canceled and retired without payment.

(b) Stock Options. At the Effective Time, all options ("LQ
STOCK OPTIONS") to purchase LQ Common Stock then outstanding, whether under LQ's
1996 Equity Incentive Plan, or otherwise (together, the "LQ STOCK OPTION
PLANS"), shall be treated in accordance with Section E.9.

(c) Capital Stock of LMC. Each share of common stock, $0.01
par value per share, of LMC issued and outstanding immediately prior to the
Effective Time shall constitute one validly issued, fully paid and nonassessable
share of common stock, par value $0.01 per share, of the Surviving Corporation,
with the result that the Surviving Corporation shall become a wholly owned
subsidiary of Dynabazaar.

(d) Adjustments to Exchange Ratio, Etc. If, during the period
between the date of this Agreement and the Effective Time, any change in the
outstanding shares of capital stock of Dynabazaar or LQ shall occur, including
by reason of any reclassification, recapitalization, stock split or combination,
exchange or readjustment of shares, any acquisition or retirement of shares by
the issuer thereof, or any stock dividend thereon with a record date during such
period (but excluding any exercise of stock options issued and outstanding as of
December 22, 2006 as set forth in Section C.3.), the Exchange Ratio, the Merger
Consideration and any other amounts payable pursuant to the Merger or otherwise
pursuant to this Agreement shall be appropriately adjusted.

(e) Fractional Shares. No certificates or scrip representing
less than one share of Dynabazaar Common Stock shall be issued in exchange for
shares of LQ Common Stock upon the surrender for exchange of a certificate which
immediately prior to the Effective Time represented outstanding shares of LQ
Common Stock (the "CERTIFICATES"). In lieu of any such fractional share, each
holder of LQ Common Stock who would otherwise have been entitled to a fraction
of a share of Dynabazaar Common Stock upon surrender of LQ Common Stock for
exchange shall be paid upon such surrender (and after taking into account all
Certificates surrendered by such holder) cash (without interest) in an amount
equal to such fraction multiplied by the closing price of the Dynabazaar Common
Stock on the NASDAQ OTCBB as reported by Bloomberg Financial Markets (or if such
service is unavailable, a service providing similar information selected by
Dynabazaar and LQ) on the trading day immediately preceding the date of the
Effective Time.


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3. Exchange of Shares. (a) Exchange Agent. Dynabazaar shall
cause to be supplied to a bank or trust company designated by Dynabazaar and
reasonably acceptable to LQ (the "EXCHANGE AGENT"), in trust for the benefit of
the holders of LQ Common Stock, as needed for exchange and payment in accordance
with this Section through the Exchange Agent, certificates evidencing the shares
of Dynabazaar Common Stock issuable pursuant to Section B.2(a), and the cash to
be paid in lieu of fractional shares pursuant to Section B.2(e).

(b) Exchange Procedures. As soon as reasonably practicable
after the Effective Time, Dynabazaar will cause the Exchange Agent to mail to
each holder of record of Certificates (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon proper delivery of the Certificates to the
Exchange Agent and shall be in such form and have such other provisions as
Dynabazaar may reasonably specify) and (ii) instructions to effect the surrender
of the Certificates in exchange for the certificates evidencing shares of
Dynabazaar Common Stock and cash in lieu of fractional shares. Upon surrender of
a Certificate for cancellation to the Exchange Agent together with such letter
of transmittal, duly executed, and such other customary documents as may be
required pursuant to such instructions, the holder of such Certificate shall be
entitled to receive in exchange therefor solely (A) certificates evidencing that
number of whole shares of Dynabazaar Common Stock which such holder has the
right to receive in accordance with Section B.2.(a) and (B) cash in respect of
fractional shares as provided in Section B.2.(e) (the shares of Dynabazaar
Common Stock and cash in respect of fractional shares being referred to,
collectively, as the "MERGER CONSIDERATION"), except that Shares held at the
Effective Time in book-entry form shall be exchanged for Merger Consideration in
accordance with the customary procedures of the Depository Trust Company.
Certificates surrendered shall be canceled as of the Effective Time. In the
event of a transfer of ownership of Shares which is not registered in the
transfer records of LQ as of the Effective Time, the Merger Consideration may be
issued and paid in accordance with this Section to a transferee if the
Certificate evidencing such Shares is presented to the Exchange Agent,
accompanied by all documents required to evidence and effect such transfer
pursuant to this Section and by evidence that any applicable stock transfer
taxes have been paid. Until so surrendered, each outstanding Certificate that,
prior to the Effective Time, represented Shares will be deemed from and after
the Effective Time, for all corporate purposes, to evidence the ownership of the
number of full shares of Dynabazaar Common Stock, and cash in respect of
fractional shares, into which such Shares shall have been so converted.

(c) Distributions with Respect to Unexchanged Shares. No
dividends or other distributions declared or made after the Effective Time with
respect to Dynabazaar Common Stock with a record date after the Effective Time
shall be paid to the holder of any unsurrendered Certificate with respect to the
Dynabazaar Common Stock such holder is entitled to receive until the holder of
such Certificate shall surrender such Certificate in accordance with the
provisions of Section B.3.(b).


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(d) Transfers of Ownership. If any certificate for Dynabazaar
Common Stock is to be issued in a name other than that in which the Certificate
surrendered in exchange therefor is registered, it will be a condition of the
issuance thereof that the Certificate so surrendered shall be properly endorsed
and otherwise in proper form for transfer and that the person requesting such
exchange shall have paid to Dynabazaar or any agent designated by it any
transfer or other taxes required by reason of the issuance of a certificate for
Dynabazaar Common Stock in any name other than that of the registered holder of
the Certificate surrendered, or establish to the satisfaction of Dynabazaar or
any agent designated by it that such tax has been paid or is not payable.

(e) Escheat. Neither Dynabazaar nor LQ nor any of their
respective affiliates shall be liable to any holder of LQ Common Stock for any
Merger Consideration delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law.

(f) Withholding Rights. The Exchange Agent shall be entitled
to deduct and withhold from the Merger Consideration otherwise payable pursuant
to this Agreement, such amounts as the Exchange Agent is required to deduct and
withhold with respect to such payment under the Code, or any provision of state,
local or non-United States tax law. To the extent that amounts are so withheld
by the Exchange Agent, such portion of the Merger Consideration that is withheld
shall be treated for all purposes of this Agreement as having been received by
the holder of the Shares in respect of which such deduction and withholding was
made by the Exchange Agent.

(g) Undistributed Certificates. Any portion of the
certificates evidencing the Dynabazaar Common Stock or the cash to be paid in
lieu of fractional shares supplied to the Exchange Agent which remains
undistributed to the holders of the Certificates for one year after the
Effective Time shall be delivered to the Surviving Corporation, upon demand, and
any holders of the Certificates who have not theretofore complied with this
Section B.3 shall thereafter look only to the Surviving Corporation for payment
of their claim for Merger Consideration and any dividends or distributions with
respect to Dynabazaar Common Stock.

4. Stock Transfer Books. At the close of business on the date
of the Effective Time, the stock transfer books of LQ shall be closed, and there
shall be no further registration of transfers of the LQ Common Stock thereafter
on the records of LQ. The Merger Consideration delivered upon the surrender for
exchange of Shares in accordance with the terms hereof shall be deemed to have
been issued in full satisfaction of all rights pertaining to such Shares. If,
after the Effective Time, Certificates are presented to the Surviving
Corporation for any reason, they shall be canceled and exchanged as provided in
this Section B.

5. Lost, Stolen or Destroyed Certificates. In the event any
Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall
issue in exchange therefor, upon the making of an affidavit of that fact by the
holder thereof, such Merger Consideration as may be required pursuant to this
Section B; provided, however, that the Surviving Corporation may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed Certificates to deliver a bond in such
sum as it may reasonably direct as indemnity against any claim that may be made
against Dynabazaar, the Surviving Corporation or the Exchange Agent with respect
to the Certificates alleged to have been lost, stolen or destroyed.


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C. CERTAIN REPRESENTATIONS AND WARRANTIES

The representations and warranties by LQ to LMC and Dynabazaar
set forth below are qualified by the LQ disclosure schedule, which sets forth
certain disclosures concerning LQ and its subsidiaries (the "LQ DISCLOSURE
SCHEDULE") and the representations and warranties by LMC and Dynabazaar to LQ
set forth below are qualified by the LMC and Dynabazaar disclosure schedule,
which sets forth certain disclosures concerning LMC and Dynabazaar and its
subsidiaries (the "LMC AND DYNABAZAAR DISCLOSURE SCHEDULE"). The disclosure of
any fact or item in any section of the LQ Disclosure Schedule or the LMC and
Dynabazaar Disclosure Schedule shall, should the existence of such fact or item
be relevant to any other section, be deemed to be disclosed with respect to such
other section so long as the relevance of such disclosure to such other section
is reasonably apparent.

LQ hereby represents and warrants to LMC and Dynabazaar with
respect to LQ and its subsidiaries, and LMC and Dynabazaar hereby represent and
warrant to LQ with respect to LMC and Dynabazaar and its subsidiaries, as
follows:

1. Organization and Qualification; Subsidiaries. Each of such
party and its subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and has the
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as it is now being conducted, except as would not
have a Material Adverse Effect. Each of such party and its subsidiaries is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
where the character of its properties or the nature of its activities makes such
qualification necessary, except as would not have a Material Adverse Effect. All
of LQ's subsidiaries are set forth in the reports, schedules, proxy statements
and other documents filed by LQ with the Securities and Exchange Commission
("SEC") after December 31, 2004 and prior to the date of this Agreement (the "LQ
SEC DOCUMENTS"), and all of Dynabazaar's subsidiaries other than LMC are set
forth in the reports, schedules, proxy statements and other documents filed by
Dynabazaar with the SEC after December 31, 2004 and prior to the date of this
Agreement (the "DYNABAZAAR SEC DOCUMENTS").

2. Certificate of Incorporation and By-laws. LQ has made
available to Dynabazaar, and LMC and Dynabazaar have made available to LQ,
complete and correct copies of their respective certificates of incorporation
and by-laws, each as amended to date (the "CHARTER DOCUMENTS"). Neither such
party nor any of its subsidiaries is in violation of any of the provisions of
its Charter Documents except as would not materially interfere with the
operations of such entity or with the transactions contemplated hereby.



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3. Capitalization. (a) The authorized capital stock of LQ
consists of 30,000,000 shares of LQ Common Stock and 5,000,000 shares of
Preferred Stock, par value $.001 per share (the "LQ PREFERRED STOCK"). As of
December 22, 2006, (i) 3,214,408 shares of LQ Common Stock were issued and
outstanding, all of which are duly authorized, validly issued, fully paid and
nonassessable and none of which were issued in violation of preemptive or
similar rights, (ii) no shares of LQ Preferred Stock were issued and
outstanding, and (iii) 344,800 shares of LQ Common Stock were reserved for
issuance upon exercise of stock options issued under LQ Stock Option Plans and
5,210,000 shares were reserved for future grants pursuant to LQ Stock Option
Plans. No change in such capitalization has occurred since September 30, 2006,
except for changes resulting from the exercise or termination of LQ Stock
Options. Except as expressly set forth in this Section or the LQ SEC Documents,
there are no options, warrants or other rights, agreements, arrangements or
commitments of any character binding on LQ or any of its subsidiaries relating
to the issued or unissued capital stock of LQ or any of its subsidiaries or
obligating LQ or any of its subsidiaries, directly or indirectly, to issue, sell
or register any shares of capital stock of, or other equity interests in, LQ or
any of its subsidiaries. Except as expressly set forth in the LQ SEC Documents,
there are no obligations, contingent or otherwise, of LQ or any of its
subsidiaries to repurchase, redeem or otherwise acquire any shares of LQ Common
Stock or the capital stock of any subsidiary. All of the outstanding shares of
capital stock (other than directors' qualifying shares, if any) of each of LQ's
subsidiaries are duly authorized, validly issued, fully paid and nonassessable,
and all such shares (other than directors' qualifying shares, if any) owned by
LQ or any of its subsidiaries are free and clear of all security interests,
liens, claims, pledges, agreements, limitations in LQ's voting rights, charges
or other encumbrances (collectively, "LQ Encumbrances") of any nature
whatsoever, except for such LQ Encumbrances as would not, individually or in the
aggregate, have a Material Adverse Effect.

(b) The authorized capital stock of Dynabazaar consists of
90,000,000 shares of Dynabazaar Common Stock and 10,000,000 shares of Preferred
Stock, par value $.001 per share, of which 75,000 shares have been designated as
Series A Junior Participating Cumulative Preferred Stock ("SERIES A PREFERRED
STOCK") and 952,380 shares have been designated as Series B Preferred Stock
("SERIES B PREFERRED STOCK" and together with the Series A Preferred Stock, the
"DYNABAZAAR PREFERRED STOCK"). As of December 22, 2006, (i) 23,691,756 shares of
Dynabazaar Common Stock were issued and outstanding, all of which are duly
authorized, validly issued, fully paid and non-assessable and none of which were
issued in violation of preemptive or similar rights, (ii) no shares of
Dynabazaar Preferred Stock were outstanding and (iii) 497,000 shares of
Dynabazaar Common Stock were reserved for issuance upon exercise of stock
options issued under Dynabazaar's stock option plans and 4,246,177 shares were
reserved for future grants pursuant to such plans. No change in such
capitalization has occurred since September 30, 2006, except for changes
resulting from the exercise or termination of stock options. Except as expressly
set forth in this Section or in the Dynabazaar SEC Documents, there are no
outstanding (x) securities of Dynabazaar convertible into or exchangeable for
shares of capital stock or voting securities of Dynabazaar or (y) options or
other rights to acquire from Dynabazaar, or other obligation of Dynabazaar to
issue, any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of Dynabazaar. There are no
outstanding obligations of Dynabazaar or any of its subsidiaries to repurchase,
redeem or otherwise acquire any of its equity securities.

(c) Upon completion of the actions described in 4.(a)(ii)
below, the shares of Dynabazaar Common Stock to be delivered as Merger
Consideration will have been duly authorized and, when issued and delivered in
accordance with the terms of this Agreement, will have been validly issued and
will be fully paid and nonassessable, and the issuance thereof is not subject to
any preemptive or other similar right.



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4. Authority Relative to This Agreement. (a) Such party has
all necessary corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by such party and the consummation by such party of the transactions
contemplated hereby have been duly and validly authorized by the Board of
Directors of such party, and no other corporate proceedings on the part of such
party are necessary to authorize this Agreement or to consummate the
transactions so contemplated, other than (i) the adoption of this Agreement by
the stockholders of LQ, (ii) the adoption of this Agreement by the stockholders
of Dynabazaar, and (iii) the filing and recording of the Certificate of Merger
as required by the DGCL.

(b) The provisions of Section 203 of the DGCL will not apply
to the Merger.

(c) As of the date hereof, the Boards of Directors of LQ, LMC
and Dynabazaar, respectively, have (i) determined that it is advisable and in
the best interest of such party's stockholders for such party to enter into this
Agreement and to consummate the Merger upon the terms and subject to the
conditions of this Agreement, (ii) adopted this Agreement in accordance with the
applicable provisions of the DGCL and (iii) recommended the adoption of this
Agreement by holders of such party's common stock, and (x) in the case of LQ
directed that this Agreement be submitted for consideration by LQ's stockholders
at a special meeting thereof (the "LQ STOCKHOLDERS MEETING"), and (y) in the
case of Dynabazaar directed that (A) this Agreement, and (B) an amendment to
Dynabazaar's certificate of incorporation providing for a change in the
corporate name of Dynabazaar to a name mutually acceptable to the parties hereto
and the removal of the classification of the Dynabazaar Board of Directors
(clause (B) is herein referred to as the "DYNABAZAAR PROPOSAL") be submitted for
consideration by Dynabazaar's stockholders at a special meeting thereof (the
"DYNABAZAAR STOCKHOLDERS MEETING"). This Agreement has been duly and validly
executed and delivered by such party and, assuming the due authorization,
execution and delivery of this Agreement by the other parties hereto,
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.



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5. No Conflicts; Required Filings and Consents. (a) The
execution and delivery of this Agreement by such party does not, and the
performance of this Agreement by such party will not, (i) conflict with or
violate such party's Charter Documents, (ii) conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to such party or any of
its subsidiaries or by which any of their respective properties is bound or
affected, or (iii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or
impair such party's or any of its subsidiaries' rights or alter the rights or
obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the properties or assets of such
party or any of its subsidiaries pursuant to, any note, credit facility,
contract, agreement, lease, license, or other instrument or obligation to which
such party or any of its subsidiaries is a party or by which such party or any
of its subsidiaries or any of their respective properties is bound or affected,
except, in the case of clause (ii) or (iii), as would not, individually or in
the aggregate, have a Material Adverse Effect.

(b) The execution and delivery of this Agreement by such party
does not, and the performance of this Agreement by such party will not, require
such party or any of its subsidiaries to make or seek any consent, approval,
authorization or permit of, or filing with or notification to, any governmental,
administrative or regulatory authority, U.S. and non-U.S. (each, a "GOVERNMENTAL
AUTHORITY"), except (i) (I) for applicable requirements, if any, of the
Securities Act of 1933, as amended, and the rules and regulations of the SEC
thereunder (the "SECURITIES ACT"), (II) for applicable requirements, if any, of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC thereunder (the "EXCHANGE ACT"), (III) for applicable requirements,
if any, under state securities laws and of the securities commissions or similar
regulatory authorities in other applicable jurisdictions, if any; and (IV)
filing and recordation of appropriate merger or other documents as required by
the DGCL, (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or materially delay consummation of the Merger, or otherwise prevent or
materially delay such party from performing its material obligations under this
Agreement, or would not otherwise, individually or in the aggregate, have a
Material Adverse Effect, or (iii) as to which any necessary consents, approvals,
authorizations, permits, filings or notifications have heretofore been obtained
or filed, as the case may be, by such party.

6. SEC Filings; Financial Statements. (a) Such party has filed
all reports, schedules, statements and other documents (including all exhibits
thereto) required to be filed with the SEC since December 31, 2004. Except as
disclosed in such party's SEC Documents, such reports, schedules, statements and
other documents (i) complied in all material respects with the applicable
requirements of the Securities Act or the Exchange Act, as the case may be, and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.



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(b) Except as expressly set forth in such party's SEC
Documents, each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in such party's SEC Documents were
prepared in accordance with United States generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes thereto), and each fairly
presents in all material respects the consolidated financial position of such
party and its subsidiaries at the respective dates thereof and the consolidated
results of its operations and cash flows for the respective periods indicated,
except that for purposes of the foregoing representation, any unaudited interim
financial statements (i) shall be read in conjunction with such party's most
recent audited consolidated financial statements contained in the case of
Dynabazaar, in Dynabazaar's 2005 Annual Report on Form 10-K, and in the case of
LQ, in LQ's 2005 Annual Report on Form 10-K, and (ii) were or are subject to
normal and recurring year-end adjustments which were not or are not expected to
be material in amount.

7. Absence of Certain Changes or Events. Except as expressly
set forth in such party's SEC Documents, since September 30, 2006, such party
has conducted its business in the ordinary course and there have not occurred:
(i) any changes, effects or circumstances, including any damage to, destruction
or loss of any asset of such party (whether or not covered by insurance)
constituting, individually or in the aggregate, a Material Adverse Effect; (ii)
any amendments or changes in such party's Charter Documents; (iii) any material
changes to any of such party's employee benefit plans, arrangements or
agreements, including the establishment of any new such plans, arrangements or
agreements or the extension of coverage to new groups of employees or other
individuals; (iv) any material change by such party in its accounting methods,
principles or practices (other than as required by GAAP subsequent to the date
of this Agreement); or (v) other than in the ordinary course of business, any
disposition of a material amount of assets of such party.

8. No Undisclosed Liabilities. Except as expressly set forth
in such party's SEC Documents, neither such party nor any of its subsidiaries
has any liabilities (absolute, accrued, contingent or otherwise), except
liabilities (i) in the aggregate fully reflected and adequately provided for in
such party's unaudited balance sheet (including any related notes thereto) as of
September 30, 2006, included in LQ's and Dynabazaar's respective Quarterly
Reports on Form 10-Q for the quarter ended September 30, 2006 (in each case,
such party's "2006 BALANCE SHEET"), (ii) incurred in the ordinary course of
business and not required under GAAP to be reflected on such party's 2006
Balance Sheet, (iii) incurred since September 30, 2006 in the ordinary course of
business and consistent with past practice in an amount not exceeding $250,000
in the aggregate, or (iv) incurred in connection with this Agreement or the
Merger or the other transactions contemplated hereby.

9. Compliance; Permits. (a) Except as expressly set forth in
such party's SEC Documents, neither such party nor any of its subsidiaries is
(or has been as a result of which it could reasonably be expected now or in the
future to have material liability) in conflict with, or in breach, default or
violation of, (i) any law, rule, regulation, order, judgment or decree
applicable to such party or any of its subsidiaries or by which its or any of
their respective properties is bound or affected, (ii) any note, bond,
debenture, indenture, credit agreement or facility pursuant to which such party
or any of its subsidiaries has or may incur indebtedness for borrowed money (a
"FINANCING AGREEMENT") or any security, pledge, mortgage or trust agreement or
arrangement in respect of any Financing Agreement or (iii) any other contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which such party or any of its subsidiaries is a party or by which such party
or any of its subsidiaries or its or any of their respective properties is bound
or affected except for any such conflicts, defaults or violations which would
not, individually or in the aggregate, have a Material Adverse Effect.



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(b) Except as expressly set forth in such party's SEC
Documents, such party and its subsidiaries hold all permits, licenses, and
approvals from governmental authorities which are material to the operation of
the business of such party and its subsidiaries, taken as a whole, as it is now
being conducted (collectively, the "PERMITS"), except where the failure to hold
such Permits would not individually or in the aggregate, have a Material Adverse
Effect. Such party and its subsidiaries are in compliance with the terms of the
Permits, except as described in such party's SEC Documents or where the failure
to so comply would not, individually or in the aggregate, have a Material
Adverse Effect.

10. Absence of Litigation. Except as expressly set forth in
such party's SEC Documents or arising out of the transactions contemplated by
this Agreement, there are no claims, actions, suits, arbitrations, proceedings
or investigations pending or, to the knowledge of such party, threatened against
such party or any of its subsidiaries, or any properties or rights of such party
or any of its subsidiaries, before any court, arbitrator or Governmental
Auth