<PAGE>

                                                                   Exhibit 10.40


NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED
OR OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY
SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION
UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT
REQUIRED.

                                  DOVEBID, INC.

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$884,629.87                                                       March 24, 2000


     For value received under that certain Termination of Employment Agreement
and Release dated as of March 24, 200 (the "Agreement") by and among Richard
Nucian, an individual residing in the state of Michigan ("Payee"), Norman Levy
Associates, Inc. a Michigan corporation and a wholly owned subsidiary of
DoveBid, Inc., a Delaware corporation, with offices at 1241 East Hillsdale
Blvd., Foster City, CA 94404 (the "Company"), Robert Carl Corporation, a
Michigan corporation, Robert Levy and David Levy, the Company promises to pay to
the order of Payee at such address as Payee may designate, Eight Hundred
Eighty-Four Thousand Six Hundred Twenty-Nine Dollars and Eight-Seven Cents
($884,629.87) 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 in effect on July 2, 2000 as
announced by Chase Manhattan Bank, 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)
three 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 all
outstanding principal under this Note and all accrued interest thereon shall be
satisfied in full by virtue of conversion as set forth in Section 2 below.
Payments by the Company shall be applied first to any and all accrued interest
through the payment date and second to the principal remaining due hereunder.

          The following is a statement of the rights of the holder of this Note
and the conditions to which this Note is subject, and to which the holder
hereof, by the acceptance of this Note, agrees:

<PAGE>

     1.   Definitions. As used in this Note, the following terms, unless the
context otherwise requires, have the following meanings:

          1.1  "Company" includes any corporation or other entity which succeeds
to or assume the obligations of the Company under this Note.

          1.2  "Conversion Stock" shall mean shares of Common Stock of the
Company issued upon conversion of this Note.

          1.3  "Event of Default" shall mean (a) the Company's failure to pay of
amounts due under this Note after receipt of written notice of such failure and
period of thirty days to make such payment; or (b) the filing by or against the
Company of any voluntary or involuntary petition in bankruptcy or any petition
for relief under the federal bankruptcy code or any other state or federal law
for the relief of debtors (which is not dismissed within 60 days); or (c) the
execution by the Company of an assignment for the benefit of creditors or the
appointment of a receiver, custodian, trustee or similar party to take
possession of Company's material assets or property.

          1.4 "Noteholder," "holder," or similar terms, when the context refers
to a holder of this Note, shall mean any person who shall at the time be the
registered holder of this Note.

          1.5  "Initial Public Offering" shall mean the closing of a sale of the
Company's Common Stock pursuant to a registration statement on Form S-1, Form
SB-1 or SB-2 (or any similar or successor form) under the Securities Act of
1933, as amended (the "Securities Act"), for an underwritten initial public
offering.

          1.6  "Subordination Agreement" shall mean the Subordination Agreement
attached hereto as Annex A and incorporated by reference herein.

     2.   Conversion.

          2.1  Mandatory Conversion. Subject to Section 2.7 hereof, this Note
and all of the outstanding principal and accrued and unpaid interest on and
under this Note shall automatically convert before the Maturity Date into
Conversion Stock as follows: (i) if the Company shall have conducted its Initial
Public Offering prior to or on July 1, 2000, then this Note and all of the
outstanding principal and accrued and unpaid interest on and under this Note
will automatically convert into 84,250 shares (as proportionally adjusted for
stock splits, stock combinations, recapitalizations and like events) of
Conversion Stock on July 1, 2000; and (ii) if the Company shall not have
conducted its Initial Public Offering as of July 1, 2000, then this Note and all
of the outstanding principal and accrued and unpaid interest on and under this
Note will automatically will convert into 84,250 shares (as proportionally
adjusted for stock splits, stock combinations, recapitalizations and like
events) of Conversion Stock on the first day following the end of the calendar
month in which the Company has conducted its Initial Public Offering; provided
that in the event that this Note converts after July 1, 2000 pursuant to
subsection 2.1(ii) above then in connection with such conversion the Company
shall also pay the Noteholder all interest accrued under the Note through the
date of such conversion. In the event that Note converts pursuant to this
Section 2.1 above then all outstanding principal under this

<PAGE>

Note and all accrued interest thereon shall be satisfied in full by virtue of
such conversion (and the payment of accrued interest in the case of conversion
under Section 2.1(ii) as the case may be) 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 its 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 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 and shall
not be converted into Conversion Stock if there is not an Initial Public
Offering on or before the Maturity Date.

          2.2   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 a per share price of $10.50 per share (as
proportionally adjusted for stock splits, stock combinations, recapitalizations
and like events).

          2.3   Reservation of Stock. Prior to any conversion of this Note
pursuant to Section 2.1 above, 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 pursuant to
Section 2.1 above.

          2.4   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 outstanding
principal and accrued interest thereon 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.

          2.5   No Other Conversion. The conversion described in this Section 2
shall constitute the sole methods by which this Note will convert.

          2.6.  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

<PAGE>

Company pursuant to the terms of a Subordination Agreement in the form attached
hereto as Annex A and incorporated herein by reference.

          2.7  Adjustment for Consolidation, Merger. In the event of any
consolidation or 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 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 any time 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 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.

     3.   No Rights or Liabilities as Shareholder. This Note does not by itself
entitle the Noteholder to any voting rights or other rights as a shareholder of
the Company. In the absence of conversion of this Note, no provisions of this
Note, and no enumeration herein of the rights or privileges of the holder shall
cause such holder to be a shareholder of the Company for any purpose by virtue
hereof. Subject to the terms and conditions of this Note, Noteholder will have
all of the rights of a shareholder of the Company with respect to the Conversion
Stock from and after the Conversion Date until such time as Noteholder disposes
of the Conversion Stock.

     4.   Spousal Consent. Payee agrees that upon conversion of this Note the
stock certificate(s) evidencing the Conversion Stock, shall be delivered,
together with two (2) copies of a Consent of Spouse in the form of Annex B
attached hereto (the "Spouse Consent") executed by Payee's spouse, if any.

     5.   Restrictions on Transfers.

          5.1  No Transfers Unless Registered or Exempt. Noteholder understands
that Noteholder may not transfer any shares of Conversion Stock unless such
shares are registered under the Securities Act and qualified under applicable
state securities laws or unless, in the opinion of counsel to the Company,
exemptions from such registration and qualification requirements are available.
Noteholder understands that only the Company may file a registration statement
with the Securities and Exchange Commission (the "SEC") and that the Company is
under no obligation to do so with respect to the Conversion Stock. Noteholder
has also been advised that exemptions from registration and qualification may
not be available or

<PAGE>

may not permit Noteholder to transfer all or any of the Conversion Stock in the
amounts or at the times proposed by Noteholder.

          5.2  Rule 144. In addition, Noteholder has been advised that SEC Rule
144 promulgated under the Securities Act, which permits certain limited sales of
unregistered securities, is not presently available with respect to the
Conversion Stock and, in any event, requires that the Conversion Stock be held
for a minimum of one (1) year, and in certain cases two (2) years, after they
have been purchased and paid for (within the meaning of Rule 144), before they
may be resold under Rule 144. Noteholder understands that Rule 144 may
indefinitely restrict transfer of the Conversion Stock so long as Noteholder
remains an "affiliate" of the Company or if "current public information" about
the Company (as defined in Rule 144) is not publicly available.

          5.3  Disposition of Conversion Stock. Noteholder hereby agrees that
Noteholder will make no disposition of the Conversion Stock (other than as
permitted by this Agreement) unless and until: (a) Noteholder has notified the
Company of the proposed disposition and provided a written summary of the terms
and conditions of the proposed disposition; (b) Noteholder has complied with all
requirements of this Note applicable to the disposition of the Conversion Stock
(including the restrictions on transfer); and (c) Noteholder has provided the
Company with written assurances, in form and substance satisfactory to counsel
for the Company, that (i) the proposed disposition does not require registration
of the Conversion Stock under the Securities Act or applicable state securities
laws, or (ii) all appropriate actions necessary for compliance with the
registration requirements of the Securities Act or of any exemption from
registration available under the Securities Act (including Rule 144) and
applicable state securities laws has been taken.

          5.4  Restriction on Transfer and Sale. Noteholder shall not transfer,
assign, grant a lien or security interest in, pledge, hypothecate, encumber or
otherwise dispose of any of the Conversion Stock, except as permitted by this
Agreement. Upon and following any conversion of this Note, no holder of any
Conversion Stock shall effect any sale or distribution of any of the Conversion
Stock (which shall include any and all voting securities received by such holder
as or in connection with a stock dividend, stock split or other recapitalization
or similar distribution on or in respect of the Conversion Stock) or any of the
Company's other equity securities, or of any securities convertible into or
exchangeable for such securities, during the period beginning on the closing of
the Initial Public Offering and ending 180 days after such closing.

          5.5  Legends. Noteholder understands and agrees that the Company will
place appropriate legends on any stock certificate(s) evidencing the Conversion
Stock that may be required by state or federal securities laws, the Company's of
Incorporation or Bylaws, this Note any other agreement. Noteholder agrees that,
to ensure compliance with the restrictions imposed by this Note, the Company may
issue appropriate "stop-transfer" instructions to its transfer agent, if any,
and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. The Company will not be
required (i) to transfer on its books any Conversion Stock that have been sold
or otherwise transferred in violation of any of the provisions of this Note, or
(ii) to treat as owner of such Conversion Stock, or to accord the

<PAGE>

right to vote or pay dividends to any purchaser or other transferee to whom such
Conversion Stock have been so transferred.

     6.   Prepayment. This Note may be prepaid, in its entirety (including the
principal sum and interest accrued to the date of payment) without penalty or
premium; provided that prepayment cannot take place after the Company has filed
with the Securities and Exchange Commission a registration statement on Form
S-1, Form SB-1 or Form SB-2 (or any similar or successor form) for an Initial
Public Offering and for so long as any such registration statement remains
pending.

     7.   Usury Savings Clause. The Company and the Noteholder intend to comply
at all times with applicable usury laws. If at any time such laws would render
usurious any amounts due under this Note under applicable law, then it is the
Company's and the Noteholder's express intention that the Company not be
required to pay interest on this Note at a rate in excess of the maximum lawful
rate, that the provisions of this Section 7 shall control over all other
provisions of this Note which may be in apparent conflict hereunder, that such
excess amount shall be immediately credited to the principal balance of this
Note (or, if this Note has been fully paid, refunded by the Noteholder to the
Company), and the provisions hereof shall immediately be reformed and the
amounts thereafter decreased, so as to comply with the then applicable usury
law, but so as to permit the recovery of the fullest amount otherwise due under
this Note.

     8.   Disclosure. The Company agrees, for a period of two years following
the date of this Agreement, to use reasonable commercial efforts to:

          (a)  make and keep material public information available within the
meaning of Rule 144(c) of the Securities Act at all times after ninety (90) days
after the closing of the Initial Public Offering; and

          (b)  file with the SEC in a timely manner all reports and other
material documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     9.   General Provisions.

          9.1  Notices. All notices and other communications required or
permitted hereunder shall be effective upon receipt (or refusal of receipt) and
shall be in writing and delivered by depositing the same in United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, by delivering the same in person to
such party or to an officer or agent of such party, as follows:

               (i)  If mailed or delivered to the Company, to each of the
following, using two separate mailings or deliveries:

                                  DoveBid, Inc.
                                  1241 East Hillsdale Blvd.
                                  Foster City, CA 94404
                                  Attn: Cory Ravid, Chief Financial Officer

<PAGE>

                             DoveBid, Inc.
                             1241 East Hillsdale Blvd.
                             Foster City, CA 94404
                             Attn: Anthony Capobianco, Vice President and
                                   General Counsel

               (ii)   If mailed or delivered to the Payee, addressed to him at
the following address:

                             Richard Nucian

or to such other address as any party hereto shall specify in writing to the
other parties hereto pursuant to this Section 9.1 from time to time. Such notice
shall be effective only upon actual receipt.

          9.2  Severability; Headings. In case any provision of this Note shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby, unless to do so would deprive the Noteholder or the Company of a
substantial part of its bargain. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.

          9.3  Noteholder Representations and Status. By accepting this Note,
the Payee and any other Noteholder each acknowledges, represents and warrants
that (i) this Note and Conversion Stock issued hereunder are being acquired for
investment, solely for its own account and not as a nominee for any other person
or entity, and that it will not offer, sell or otherwise dispose of this Note or
any Conversion Stock except as expressly permitted by this Note and under
circumstances which will not result in a violation of the Securities Act or
applicable state securities laws, and (ii) it is an "accredited investor" with
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

          9.4  Assignment. Neither this Note nor any right or obligation
hereunder may be assigned or delegated by Payee without the prior written
consent of Company. Neither this Note nor any right or obligation hereunder may
be assigned or delegated by Company without the prior written consent of Payee,
except pursuant to a merger in which Company is a party, or pursuant to a sale
or other transfer of substantially all of the assets of Company. Any purported
assignment in violation of this paragraph shall be void.

          9.5  Amendment; Waiver. Any provision of this Note may be amended or
modified only by a writing signed by both Company and Payee. Compliance with any
provision of this Note may be waived only by a writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.

<PAGE>

          9.6  Governing Law. This Note shall be construed and enforced in
accordance with, and governed by, the internal laws of the State of California,
excluding that body of law applicable to conflicts of laws.

              [The rest of this page is intentionally left blank.]

<PAGE>

     IN WITNESS WHEREOF, each party has caused this Note to be executed as of
the date first set forth above.

                                    DOVEBID, INC.


                                    By: /s/ ANTHONY CAPOBIANCO
                                       -----------------------------------------
                                    Name: Anthony Capobianco
                                    Title: Vice President and General Counsel

Acknowledged and Agreed to:



 /s/ RICHARD NUCIAN
-----------------------------
Name: Richard Nucian








          [Execution Page to Convertible Subordinated Promissory Note]

<PAGE>

                                                                      Annex A to
                                       Convertible Subordinated Promissory Notes


                             SUBORDINATION AGREEMENT


     This Subordination Agreement (this "Subordination Agreement") is made as of
March 24, 2000 by and between DoveBid, Inc. (the "Company") and Richard Nucian
("Creditor"), for the benefit of all holders of Senior Debt (as defined below).

          A. The Company concurrently herewith is issuing to Creditor its
Convertible Subordinated Promissory Note dated as of the same date as this
Subordination Agreement (the "Note");

          B. It is a term of the Note that any and all amounts owing to Creditor
(or any subsequent holder of the Note) under or pursuant to the Note be
subordinated in right of payment to the prior payment in full of any and all
Senior Debt of the Company (as defined below); and

          C. This Subordination Agreement sets forth the particular terms of
such subordination, and this Agreement is incorporated into and constitutes a
part of the Note.

          Now, therefore, the parties agree as follows:

       1. Subordination; Note Subordinated to Senior Debt. Notwithstanding
anything to the contrary contained in the Note or in this Annex A, the Company
covenants and agrees and each holder of the Note, by such holder's acceptance
thereof likewise covenants and agrees, that the Note shall be and is issued
subject to the provisions of this Subordination Agreement; and each person
holding the Note, whether upon original issue or upon transfer, assignment or
exchange thereof accepts and agrees that all payments of Subordinated
Obligations (all capitalized terms used in this Subordination Agreement that are
not defined above are used as defined in Section 9 below) by the Company shall,
to the extent and in the manner set forth in this Subordination Agreement, be
subordinated and junior in right of payment, to the prior payment in full in
cash or cash equivalents of all amounts payable on or under any and all Senior
Debt (including principal, interest, fees, commissions, expenses and indemnities
in respect thereof and any interest accruing subsequent to the commencement or
filing of any petition in any bankruptcy or insolvency proceeding at the rate
provided for in the documents governing such Senior Debt, whether or not such
interest is an allowed claim enforceable against the debtor in a bankruptcy case
under Title 11 of the United States Code).

     To the extent any payment of Senior Debt (whether by or on behalf of the
Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to a trustee, receiver or other similar party under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar law, then if such
payment is recovered by, or paid over to, such trustee, receiver or other
similar party, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred. To the extent the obligation to repay any

<PAGE>

Senior Debt is declared to be fraudulent, invalid or otherwise set aside under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then the obligations so declared fraudulent, invalid or otherwise set aside (and
all other amounts which would come due with respect thereto had such obligations
not been so affected) shall be deemed to be reinstated and outstanding as Senior
Debt for all purposes hereof as if such declaration, invalidity or setting aside
had not occurred.

          2.  No Payment on Securities in Certain Circumstances.

               (i)   No direct or indirect payment by or on behalf of the
Company of Subordinated Obligations, whether pursuant to the terms of the Note
or upon acceleration or otherwise shall be made if, at the time of such payment
there exists a default in the payment of all or any portion of the obligations
on any Senior Debt and such default shall not have been cured or waived or the
benefits of this sentence waived by or on behalf of the holder of such Senior
Debt.

               (ii)  In the event of any other default with respect to any
Senior Debt pursuant to which the maturity thereof may be accelerated, upon the
receipt by the holder of the Note of written notice from a Designated Senior
Creditor or the Company, no payment of Subordinated Obligations may be made by
or on behalf of the Company for a period (a "Payment Blockage Period")
commencing on the date of receipt of such notice and ending 270 days thereafter
(unless such Payment Blockage Period shall be terminated by written notice to
the holder from a Designated Senior Creditor or all defaults with respect to
Senior Debt shall have been cured or waived). For purposes of this Section
2(ii), after the commencement of a Payment Blockage Period, no subsequent
Payment Blockage Period may be commenced unless a period of 30 consecutive days
has passed since the termination of the immediately preceding Payment Blockage
Period. Subject to the preceding sentence, successive Payment Blockage Periods
may be commenced hereunder.

               (iii) In the event that, notwithstanding the foregoing, any
payment shall be received by any holder when such payment is prohibited by
Section 2(i) or 2(ii) of this Subordination Agreement, such payment shall be
held for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear.

          3.  Payment Over of Proceeds Upon Dissolution, Etc.

               (i)   Upon any payment or distribution of assets or securities of
the Company, as the case may be, of any kind or character, whether in cash,
property or securities, upon any dissolution or winding-up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceeding, all amounts due
or to become due upon all Senior Debt (including interest accruing subsequent to
the commencement or filing of any petition in any bankruptcy or insolvency
proceeding at the rate provided for in the documents governing such Senior Debt,
whether or not such interest is an allowed claim enforceable against the debtor
in a bankruptcy case under Title 11 of the United States Code) shall first be
indefeasibly paid in full in cash or cash equivalents,

<PAGE>

before the holder of the Note shall be entitled to receive any payment on
account of the Subordinated Obligations, or any payment to acquire the Note for
cash, property or securities or any distribution with respect to the Note of any
cash, property or securities. Before any payment may be made by or on behalf of
the Company of the Subordinated Obligations, upon any such dissolution,
winding-up, liquidation or reorganization, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities, to which the holder of the Note would be entitled, except for the
provisions of this Subordination Agreement, shall be made by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holder of the Note if received by
it, directly to the holders of Senior Debt (pro rata to such holders on the
basis of the respective amounts of Senior Debt held by such holders) or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, to the extent necessary to pay all such Senior
Debt indefeasibly in full in cash or cash equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt.

               (ii)   In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities, shall be received by the holder of the Note at a time when such
payment or distribution is prohibited by Section 3(i) of this Subordination
Agreement and before all obligations in respect of Senior Debt are indefeasibly
paid in full in cash or cash equivalents, such payment or distribution shall be
received and held for the benefit of, and shall be paid over or delivered to,
the holders of Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders) or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt has been indefeasibly paid in full in cash or
cash equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

               For purposes of this Subordination Agreement, the words "cash,
property or securities" shall not be deemed to include, so long as the effect of
this Section 3(iii) is not to cause the Note to be treated in any case or
proceeding or similar event described in this Subordination Agreement as part of
the same class of claims as the Senior Debt or any class of claims on a parity
with or senior to the Senior Debt for any payment or distribution, securities of
the Company or any other corporation provided for by a plan of reorganization or
readjustment which are subordinated, to at least the same extent as the Note to
the payment of all Senior Debt then outstanding; provided that (i) if a new
corporation or entity results from such reorganization or readjustment, such
corporation or entity assumes the Senior Debt and (ii) the rights of the holders
of the Senior Debt are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company with or into, a corporation (or other entity) or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation or entity upon the terms and conditions, if any, allowed by the
Senior Debt shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in the Senior Debt.

<PAGE>

          4.   Subrogation. Upon the indefeasible payment in full of all Senior
Debt in cash or cash equivalents, the holder of the Note shall be subrogated to
the rights of the holders of Senior Debt to receive payments or distributions of
cash, property or securities of the Company made on such Senior Debt until the
principal of, premium, if any, and interest on the Note shall be paid in full;
and, for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
holder of the Note would be entitled except for the provisions of this
Subordination Agreement and no payment over pursuant to the provisions of this
Subordination Agreement to the holders of Senior Debt by the holder of the Note
shall, as between the Company, its creditors other than holders of Senior Debt,
and the holder of the Note, be deemed to be a payment by the Company to or on
account of the Senior Debt. It is understood that the provisions of this
Subordination Agreement are and are intended solely for the purpose of defining
the relative rights of the holder of the Note, on the one hand, and the holders
of the Senior Debt, on the other hand.

          5.   Obligations of Company Unconditional. Nothing contained in this
Subordination Agreement is intended to or shall impair, as among the Company and
the holder of the Note, the obligation of the Company, which is absolute and
unconditional, to pay to the holder of the Note the principal of, premium, if
any, and interest on the Note as and when the same shall become due and payable
in accordance with its terms, or is intended to or shall affect the relative
rights of the holder of the Note and creditors of the Company other than the
holders of the Senior Debt.

          6.   Reliance on Judicial Order or Certificate of Liquidating Agent.
Upon any payment or distribution of assets or securities referred to in this
Subordination Agreement, the holder of the Note shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
delivered to the holder of the Note for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Subordination Agreement.

          7.   Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt. No right of any present or future holders of
any Senior Debt to enforce subordination as provided herein will at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act by any such holder, or by any
noncompliance by the Company with the terms of the Note, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.
The provisions of this Subordination Agreement are intended to be for the
benefit of, and shall be enforceable directly by, the holders of Senior Debt.

          8.   No Waiver of Subordination Provisions. Without in any way
limiting the generality of Section 7, the holders of Senior Debt may, at any
time and from time to time, without the consent of or notice to the holder of
the Note, without incurring responsibility to the holder of the Note and without
impairing or releasing the subordination provided in this Subordination
Agreement or the obligations hereunder of the holder of the Note to the holders
of Senior Debt, do any one or more of the following: (a) change the manner,
place or terms of

<PAGE>

payment or extend the time of payment of, or renew or alter, Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding or secured; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (c) release any
Person liable in any manner for the collection of Senior Debt and (d) exercise
or refrain from exercising any rights against the Company and any other Person.

          9.   Definitions. As used in this Subordination Agreement, the terms
set forth below shall have the respective meanings set forth opposite such terms
below:

     "Designated Senior" means any holder of Senior Debt or any agent, trustee
or other similar representative for such a holder.

     "Note" shall mean the Convertible Subordinated Promissory Note to which
this Annex A is attached and all terms of this Annex A, which are incorporated
therein by reference.

     "Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "Senior Debt" means all debt and other monetary obligations of the Company
(including, without limitation, under any note, credit agreement, mortgage,
indenture, instrument or contract of any type or nature), and the Company's
guarantee of any debt or monetary obligation of any subsidiary of the Company,
in each case whether now existing or hereafter arising, and in each case
including all principal, interest, fees and expenses owing on or in connection
with such debt or other monetary obligations, as the same may be modified,
amended, restated or supplemented from to time; provided that the term "Senior
Debt" shall not include (a) any debt or other monetary obligation that expressly
provides in writing that it is subordinate to or pari passu with the Note, (b)
any debt of the Company which, when incurred and without respect to any election
under Section 1111(b) of Title 11, United States Code, was without recourse to
the Company, (c) any debt of the Company to a subsidiary of the Company, (d) any
debt for borrowed money to any employee, officer or director of the Company, (e)
any debt represented by the convertible subordinated promissory notes attached
as exhibits to the Company's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission on March 10, 2000, and (f) any accounts
payable to trade creditors created or assumed by the Company or any subsidiary
of the Company in the ordinary course of business in connection with the
obtaining of materials or services.

     "Subordinated Obligations" means principal and interest payable under or in
respect of the Note, any fees, expenses or rights of reimbursement under or in
respect of the Note, and all other claims, rights of rescission or other rights
of action under or in respect of the Note.

          10.  Suspension of Certain Remedies. Notwithstanding anything to the
contrary contained elsewhere in the Note, until all Senior Debt has been
indefeasibly repaid in full, no holder of the Note may commence or join with any
creditor in commencing, any bankruptcy, insolvency or similar proceeding with
respect to the Company or any of its subsidiaries.

<PAGE>

          11.  Amendment, Supplement and Waiver. This Subordination Agreement
may only be amended, modified or supplemented by a written instrument executed
by the Company, the holder of the Note, and each holder of Senior Debt affected
thereby.

          12.  Successors and Assigns. This Subordination Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
parties hereto.

          13.  Attorney's Fees. If the holder of the Note files any claim to
enforce its rights under the Note, the holder shall be entitled to recover its
reasonable attorney's fees from the Company; provided that the Company shall not
be required to reimburse the holder for any attorney's fees incurred or actions
taken at a time when payments are not permitted to be made on the Note pursuant
to this Subordination Agreement or for any assertion of rights by the holder
under the Note to the extent the rights being asserted are not permitted to be
exercised by virtue of the provisions of this Subordination Agreement.

          14.  Governing Law. This Subordination Agreement shall be construed
and enforced in accordance with, and governed by, the internal laws of the State
of California, excluding that body of law applicable to conflicts of laws.

              [The rest of this page is intentionally left blank.]

<PAGE>

          IN WITNESS WHEREOF, each party has caused this Subordination Agreement
to be executed as of the date first set forth above.



                                       DOVEBID, INC.


                                       By: /s/ ANTHONY CAPOBIANCO
                                          --------------------------------------
                                       Name: Anthony Capobianco
                                       Title: Vice President and General Counsel



                                       CREDITOR:


                                         /s/ RICHARD NUCIAN
                                       -----------------------------------------
                                       Richard Nucian





                   [Execution Page to Subordination Agreement]

<PAGE>

                                                                      Annex B to
                                        Convertible Subordinated Promissory Note


                                 SPOUSAL CONSENT


     I am the spouse of Richard Nucian ("Payee"), who has entered into the
Termination of Employment Agreement and Release dated as of March 24, 2000 (the
"Agreement") among DoveBid, Inc. (the "Company"), Norman Levy Associates, Inc.,
Robert Carl Corporation, Robert Levy and David Levy, and the Convertible
Subordinated Promissory Note issued by the Company to Richard Nucian (the
"Note"). Capitalized terms not defined herein will have the meanings set forth
in such Agreement and the Note.

     I have read and understand the Agreement and the Note. I acknowledge that,
by executing this Consent, I am bound by the Agreement and the Note, as to any
and all interests I may have in the Conversion Stock (as defined in the Note).
In particular, I understand and agree that the Conversion Stock (including any
interest that I may have therein) are subject to certain restrictions on
transfer set forth in the Note.

     I also agree with my spouse and the Company that if my spouse and I ever
get divorced or enter into any marital property settlement agreement, or if my
spouse or I ever seek a decree of separate maintenance, to the extent my spouse
has or can obtain assets other than the Conversion Stock in amounts and of value
sufficient to settle or satisfy any marital property claims I may have in the
value of the Conversion Stock, I will accept such other assets in settlement of
those claims.

     I agree that I will not do anything to try to prevent the operation of any
part of the Agreement or the Note. I hereby appoint Payee as my attorney-in-fact
with respect to any amendment or exercise of any rights under the Agreement or
the Note. I acknowledge that I have had an opportunity to obtain independent
counsel to advise me concerning the matters contained herein.



                                                /s/ Susan M. Nucian
                                                --------------------------------
                                                (Signature of spouse)



                                                Name: /s/ Susan M. Nucian
                                                     ---------------------------

                                                Date: 12-28-00
                                                     ---------------------------

<PAGE>

                                    EXHIBIT B


                             Form of Note Assignment

<PAGE>

                                 NOTE ASSIGNMENT

     For value received and pursuant to that certain Note Transfer Agreement
dated as of December ______, 2000, (the "Agreement"), the undersigned hereby
sells, assigns and transfers unto Richard M. Nucian Revocable Trust Agreement
dated October 1, 1991, as amended (the "Transferee"), that certain Convertible
Subordinated Promissory Note, dated March 24, 2000, delivered herewith that was
issued by DoveBid, Inc, a Delaware corporation (the "Note"), as represents the
right to receive all the principal, together with all accrued but unpaid
interest accruing from March 24, 2000, and does hereby irrevocably constitute
and appoint the Secretary of the Company as the undersigned's attorney-in-fact,
with full power of substitution, to issue a convertible subordinated promissory
note in the name of the Transferee of like tenor to the Note, evidencing all
right, title and interest of Transferor to the Note.


Dated: _______________, 20____           _______________________________________
                                         RICHARD NUCIAN

<PAGE>

                                    EXHIBIT C

                                 Form of Lockup

<PAGE>

                           __________________, 20_____

DoveBid, Inc.
1241 E. Hillsdale Blvd.
Foster City, CA 94404

Credit Suisse First Boston Corporation
Thomas Weisel Partners LLC
U.S. Bancorp Piper Jaffray Inc.,
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629


Dear Sirs:

     As an inducement to the Underwriters to execute the Underwriting Agreement,
pursuant to which an offering will be made that is intended to result in the
establishment of a public market for common stock, par value $.001 per share
(the "Securities") of DoveBid, Inc. (the "Company"), the undersigned hereby
agrees that from the date hereof and until 180 days after the public offering
date set forth on the final prospectus used to sell the Securities (the "Public
Offering Date") pursuant to the Underwriting Agreement, to which you are or
expect to become parties, the undersigned will not offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of
Securities or securities convertible into or exchangeable or exercisable for any
shares of Securities, enter into a transaction which would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole or
in part, any of the economic consequences of ownership of the Securities,
whether any such aforementioned transaction is to be settled by delivery of the
Securities or such other securities, in cash or otherwise, or publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement, without, in each
case, the prior written consent of Credit Suisse First Boston Corporation.

     Any Securities received upon exercise of options granted to the undersigned
will also be subject to this Agreement. Any Securities acquired by the
undersigned in the open market will not be subject to this Agreement. A transfer
of Securities to a family member or trust may be made, provided the transferee
agrees to be bound in writing by the terms of this Agreement.

     In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement.

<PAGE>

     This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if the Public Offering Date shall not have
occurred on or before ________________, 2001.


                                     Very truly yours,

                                     Signature block for Individual Stockholder:

                                     Signature: _______________________________

                                     Print Name: ______________________________


                                     Signature block for Entity Stockholder:


                                     Signature: _______________________________

                                     By: ______________________________________

                                     Title: ___________________________________