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                                                                   Exhibit 10.39

                                  DOVEBID, INC.
                                  -------------

                            AMENDMENT TO CONVERTIBLE
                          SUBORDINATED PROMISSORY NOTE

         This Amendment is entered into as of April 25, 2001, by and between The
Norman Levy Qualified Terminable Interest Marital Trust ("Payee") and DoveBid,
Inc., a Delaware corporation (the "Company"). This Amendment amends the terms
and conditions of that certain Convertible Subordinated Promissory Note issued
by the Company to Payee on March 24, 2000 in the principal amount of $455,768.51
(the "Note").

         Whereas, Payee and the Company desire to amend the Note on the terms
and conditions set forth below;

         Now, therefore, in consideration of the foregoing and for other good
and valuable consideration (receipt and sufficiency of which is mutually
acknowledged), the parties agree as follows:

         1.  Extension of Term. The first two sentences of the Note are hereby
amended to read as follows.

         "DoveBid, Inc., a Delaware corporation (the "Company"), with offices at
         1241 East Hillsdale Blvd., Foster City, CA 94404, for value received,
         promises to pay to the order of Robert Levy ("Payee") at such address
         as Payee may designate, Four Hundred Fifty-Five Thousand Seven Hundred
         Sixty-Eight Dollars and Fifty-One Cents ($455,768.51) plus simple
         interest thereon calculated from the date hereof until paid at an
         annual rate equal to the minimum rate established pursuant to Section
         1274(d) of the Internal Revenue Code of 1986, as amended, as of the
         date hereof, compounded annually; provided that if this Note shall not
         have converted into Conversion Stock (as defined below) by July 1,
         2000, then on and after such date the interest payable per annum with
         respect to principal outstanding under this Note shall be equal to the
         prime lending rate (the "Prime Rate") in effect on July 2, 2000 as
         announced by Chase Manhattan Bank (provided, however, that the interest
         payable per annum with respect to principal outstanding under this Note
         shall be 6.00% during any period in which the Prime Rate is less than
         6.00%), and thereafter accrued interest shall be payable at the end of
         each three month period thereafter. Except as otherwise provided in the
         preceding sentence, principal and accrued interest will be due and
         payable in lawful money of the United States in full on the earlier of
         (i) the five year anniversary of the date of this Note, or (ii) upon an
         Event of Default (the "Maturity Date"), unless this Note shall have
         been previously paid by the Company or converted pursuant to Section 2
         below, in which case the portion of the outstanding principal under
         this Note that was converted and all accrued but unpaid interest
         thereon shall be satisfied in full by virtue of conversion as set forth
         in Section 2 below."

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         2.  Definitions.
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             2.1 Definition of Optional Convertible Debt. A new definition is
hereby added to the Note as Section 1.7 to read as follows: " `Optional
Convertible Debt' shall mean $227,884.26 of the principal amount of this Note
(as reduced by any prepayments made by the Company as permitted in Section 5
hereof), and all of the accrued but unpaid interest on such portion of this
Note."

             2.2 Definition of Mandatory Convertible Debt. A new definition is
hereby added to the Note as Section 1.8 to read as follows: " `Mandatory
Convertible Debt" shall mean all of the principal amount of this Note and all of
the accrued but unpaid interest on this Note, as reduced by (i) any prepayments
made by the Company as permitted in Section 5 hereof and (ii) any conversion
pursuant to Section 2.2 of this Note."

             2.3 Definition of Conversion Stock. Section 1.2 of the Note is
hereby amended to read as follows: " `Conversion Stock' shall mean shares of
Common Stock of the Company, with respect to conversion of the Optional
Convertible Debt, and shall mean Common Stock of the Company of the same class
of common stock that is registered by the Company pursuant to an Initial Public
Offering, with respect to conversion of the Mandatory Convertible Debt. If the
outstanding Common Stock of the Company shall hereafter be changed through a
reorganization or recapitalization into shares of a different series or class of
the Company's capital stock, the Conversion Stock shall thereafter mean the
shares into which the Common Stock was changed."

         3.  Conversion. Section 2 of the Note is hereby amended to read as
follows:

             "2.1 Mandatory Conversion. Subject to Section 2.7 hereof, this Note
         and all of the outstanding Mandatory Convertible Debt shall be
         converted into Conversion Stock at a price of $8.01 per share of
         Conversion Stock, as appropriately adjusted to reflect the effect of
         stock splits and combinations, stock dividends, recapitalizations and
         reorganizations of or on the Conversion Stock after April 24, 2001 (the
         "Conversion Price") on the first day following the end of the calendar
         month in which the Company has conducted its Initial Public Offering;
         provided that in connection with such conversion the Company shall also
         pay the Noteholder all accrued but unpaid interest under the Note
         through the date of such conversion. In the event that this Note
         converts and interest is paid pursuant to this Section 2.1, then all
         outstanding principal under this Note and all accrued interest thereon
         shall be satisfied in full by virtue of such conversion and payment and
         the issuance and delivery of the shares of Conversion Stock to the
         holder.

             For informational purposes, the Company shall provide the
         Noteholder with written notice (at the most recent address for the
         Noteholder provided to the Company by the Noteholder in writing)
         reasonably promptly following the closing of an Initial Public
         Offering. Conversion as described in this Section 2.1 shall occur only
         if the Company shall have conducted its Initial Public Offering,
         provided that as a condition precedent or condition subsequent to
         conversion (the

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         election between which type of condition shall be the Company's sole
         election in the Company's sole discretion), the Noteholder must
         surrender this Note for conversion at the principal office of the
         Company. Incident to any conversion, the Conversion Stock will have
         those rights and privileges, and be subject to those restrictions, of
         the shares of Common Stock as set forth in the Company's Certificate of
         Incorporation and Bylaws and this Note (including the restrictions on
         transfer of Conversion Stock set forth in this Note), and the
         Noteholder will receive the rights and be subject to the obligations
         applicable to the purchasers of Common Stock. This Note shall not be
         convertible pursuant to this Section 2.1 and shall not be converted
         into Conversion Stock under this Section 2.1 if there is not an Initial
         Public Offering on or before the Maturity Date.

             2.2 Optional Conversion. All of the outstanding Optional
         Convertible Debt may be converted, at any time prior to the Maturity
         Date, into Conversion Stock at the Conversion Price in the sole
         discretion of the Company. To elect to convert the Optional Convertible
         Debt, the Company shall send written notice of its election to the
         Noteholder prior to the Maturity Date. Noteholder will thereafter
         deliver the original Note to the Company at the Company's principal
         office for reissunce to reflect the conversion of the Optional
         Convertible Debt. Incident to any conversion, the Conversion Stock will
         have those rights and privileges, and be subject to those restrictions,
         of the shares of Conversion Stock as set forth in the Company's
         Certificate of Incorporation and Bylaws and this Note (including the
         restrictions on transfer of Conversion Stock set forth in this Note),
         and the Noteholder will receive the rights and be subject to the
         obligations applicable to the purchasers of Conversion Stock. If the
         Company fails to deliver the written notice provided for in this
         Section 2.2 prior to the Maturity Date, the conversion right of the
         Company that is set forth in this Section 2.2 shall terminate on the
         Maturity Date. In connection with any conversion effected pursuant to
         this Section 2.2 prior to March 24, 2005, as a result of which
         conversion the Noteholder incurs an income-tax liability (a "Tax
         Liability"), the Company shall pay an amount of cash (a "Conversion
         Fee") to the Noteholder equal to the simple interest that would accrue
         on the amount of the Tax Liability if compounded annually at the
         Company's cost of capital from the date that the Tax Liability is due
         and payable to the relevant governmental authority (the "Taxing Date")
         until March 24, 2005; provided that (i) within ten days after the
         Taxing Date, the Noteholder must advise the Company of the amount of
         the Tax Liability, and (ii) the Company must be afforded a reasonable
         opportunity to inspect those of the Noteholder's records relevant to
         the determination of the Tax Liability. If the foregoing conditions are
         satisfied, and the Company raises no objection to the Noteholder's
         determination of the Tax Liability, then the Conversion Fee shall be
         due and payable to the Noteholder 30 days after the Taxing Date.

             2.3 No Fractional Shares. No fractional shares will be issued on
         conversion of this Note. If on any conversion of this Note a fraction
         of a share results, the Company will pay the cash value of that
         fractional share, calculated on the basis of the Conversion Price.

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             2.4  Reservation of Stock. Prior to any conversion of this Note
         pursuant to this Section 2, the Company will take such corporate action
         and obtain such government consents and approvals as may, in the
         reasonable opinion of its counsel, be necessary to authorize the
         issuance of a sufficient number of shares of Conversion Stock into
         which this Note is to convert.

             2.5  Fully Paid Shares; Certificates. All shares of Conversion
         Stock issued upon the conversion of this Note shall be validly issued,
         fully paid and non-assessable. The certificates representing the shares
         of Conversion Stock issued upon conversion hereof shall be delivered to
         the holder against surrender of this Note. The holder, by accepting
         this Note, undertakes and agrees to accept such shares of Conversion
         Stock in full satisfaction of the Optional Convertible Debt or of the
         Mandatory Convertible Debt, as the case may be, that is outstanding as
         of the effective date of conversion in accordance with the terms of
         this Note. Anything to the contrary in this Note notwithstanding, the
         Company's obligation to issue shares of Conversion Stock to any holder
         of this Note is expressly conditioned upon compliance of such issuance
         with applicable federal and state securities laws without registration
         or other qualification thereunder.

             2.6  No Other Conversion. The conversion provisions set forth in
         this Section 2 constitute the sole methods by which this Note will
         convert.

             2.7. Subordination. This Note and the indebtedness evidence by this
         Note are subordinated to the prior payment in full of all or
         substantially all other indebtedness of the Company pursuant to the
         terms of a Subordination Agreement in the form attached hereto as Annex
         A and incorporated herein by reference.

             2.8  Adjustment for Consolidation, Merger. In the event of any
         consolidation for merger of the Company with or into another
         corporation, in which the holders of Common Stock of the Company
         receive stock, securities or other property of: (i) another corporation
         or company whose common stock is then publicly traded, then upon the
         consummation of such transaction this Note will automatically convert
         into the number and type of stock, securities or other property to
         which Noteholder would have been entitled upon consummation of such
         transaction if this Note had converted into Conversion Stock pursuant
         to Section 2.1 hereto immediately prior thereto, all subject to
         additional adjustment as provided in this Note; or (ii) another
         corporation or company whose common stock is not publicly traded, then
         the acquiring corporation or company whose shall assume all of the
         Company's rights and obligations under this Note, and this Note will be
         convertible (as provided in Section 2.1) into, and the Noteholder will
         be entitled to receive upon such conversion of this Note, at anytime
         after the consummation of such transaction, in lieu of the number of
         shares and type of Conversion Stock receivable upon the conversion of
         this Note prior to the consummation of such transaction, the stock,
         securities or other property to which such Noteholder would have been
         entitled upon consummation of such transaction, if this Note had
         converted into Conversion Stock pursuant to Section 2.1 hereto
         immediately prior thereto, all subject to additional adjustment as

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         provided in this Note; and in each such case, the terms of this Note
         shall be applicable to the shares of stock, securities or other
         property receivable upon the conversion of this Note after the
         consummation of such transaction."

         4. Effect of Prepayments. There is hereby added an additional sentence
at the end of Section 5 of the Note to read as follows: "In the event of any
partial prepayment of the Note prior to conversion of the entire Optional
Convertible Debt, the amount prepaid shall be credited towards the Optional
Convertible Debt and/or the Mandatory Convertible Debt that does not constitute
Optional Conversion Debt, as specified by the Company in its sole discretion,
until the Optional Convertible Debt is repaid in full."

         5. Effect of Amendment. This Amendment will be effective as of the date
first set forth above, upon execution of this Amendment by the Company and
Payee. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, taken together, will
constitute one and the same Amendment. Except as expressly provided above, the
terms and conditions of the Note remain in full force and effect, unmodified, as
of the date hereof.

         In Witness Whereof, Payee and the Company have executed this Amendment
to Convertible Subordinated Promissory Note, in the case of the Company by a
person duly authorized to do so.

THE COMPANY: DOVEBID, INC.              PAYEE: THE NORMAN LEVY QUALIFIED
                                               TERMINABLE INTEREST MARITAL TRUST

By: /s/ Anthony Capobianco              By: /s/ Milton Y. Zussman
   --------------------------------        -------------------------------------
Title: VP and General Counsel           Title: Trustee
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