HEBAY INC. RETIREMENT PLAN

Plan benefits are subject to offset for retirement benefits provided in another plan or arrangement of the employer.

Profit-sharing plan.

This plan or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1 (shifting investment responsibility to participants).

Cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan under which employees may elect to defer part of their compensation or receive these amounts in cash.

Employee contributions are allocated to separate accounts under the plan or employer contributions are based in whole or in part on employee deferrals or contributions to the plan. Not applicable to 401(k) plans with only QNECs and/or QMACs or to 403(b)(1) 403(b)(7) or 408 arrangements.

A master prototype or volume submitter plan that is the subject of a favorable opinion or advisory letter from the IRS.