AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

This Amended and Restated Agreement and Plan of Merger (this "Agreement")
is entered into as of the 26th day of February, 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 $0.001 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 11,829,021 shares of Dynabazaar's common stock, par
value $0.001 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 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

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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.

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 3.68
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


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similar information selected by Dynabazaar and LQ) on the trading day
immediately preceding the date of the Effective Time.

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).

(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


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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.

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


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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) 1,140,000 shares of Dynabazaar Common
Stock were reserved for issuance upon exercise of stock options issued under
Dynabazaar's stock option plans and 4,221,177 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.

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


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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.

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


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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.

(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


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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.

(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 Authority, that would
individually or in the aggregate, have a Material Adverse Effect.


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