AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into effective as of October 1, 2008 (“ Effective Date ”) by and between LiveDeal, Inc., a Nevada corporation (the “ Company ”) and Mike Edelhart (“ Executive ”).

In consideration of the mutual promises, covenants and agreements herein contained, intending to be legally bound, the parties agree as follows:

1.               Employment .  The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of the Agreement, as an employee of the Company in the position of Chief Executive Officer.  Executive will perform all services and acts reasonably necessary to fulfill the duties and responsibilities of his position and will render such services on the terms set forth herein and will report to the Company’s Board of Directors (the “ Board ”).  During the Term (as defined below), should Executive continue to serve as a member of the Board, he will not be entitled to receive compensation for his Board service.  In addition, Executive will have such other executive and managerial powers and duties with respect to the Company as may reasonably be assigned to him by the Board, to the extent consistent with his position and status as set forth above.  Executive is obligated to devote his full time, attention and energies to perform the duties assigned hereunder as Chief Executive Officer, and Executive agrees to perform such duties diligently, faithfully and to the best of his abilities.  Notwithstanding the foregoing, Company acknowledges and agrees that during the Term, Executive shall have the right to have a “financial interest” in or serve as a consultant, officer or director of any non-competing business; provided that Executive agrees that engaging in such outside activities shall not interfere with the performance of Executive’s full-time duties hereunder.  Executive acknowledges that any such outside activities that involve an entity other than the Company or its subsidiaries will involve an entity independent of the Company and any actions or decisions Executive takes or makes on behalf of such entity will not be imputed to the Company or its subsidiaries.

2.               Term .  This Agreement is for a three-year period (the “ Term ”) commencing on the Effective Date hereof and terminating on the third anniversary of the Effective Date, or upon the date of termination of employment pursuant to Section 7 of this Agreement; provided, however, that the Term may be extended as mutually agreed to by the parties.

3.              Place of Performance .  Executive may perform his duties and conduct his business on behalf of the Company at either the Company’s offices in Las Vegas, Nevada or Santa Clara, CA or at remote locations of his choosing by telecommuting; provided that such practice shall not substantially interfere with the performance of Executive’s duties hereunder.

4.               Compensation .

(a)             Salary .  Executive shall be paid a salary at the annual rate of $250,000 (the “ Salary ”), payable in accordance with the Company’s regular payroll practices.

(b)             Performance Bonuses .  Executive will be entitled to receive up to $60,000 per year of a performance bonus in the event the Company reaches certain performance measures established by the Compensation Committee of the Board or the entire Board.  All bonuses payable under this Section 4(b) will be subject to all applicable withholdings, including taxes.

(c)             Stock Option .  The Company will grant to Executive upon execution of this Agreement and subject to shareholder approval (the “ Grant Date ”) an option to purchase from the Company for cash all or any part of an aggregate of 150,000 shares of the Company’s common stock (the “ Option ”) at the then-current market price of the Company’s common stock pursuant to the Company’s 2003 Stock Plan and the Company’s standard form of Non-Qualified Stock Option Agreement.  The Option granted under this Agreement is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.  So long as Executive continues to be a service provider to the Company as an employee in accordance with this Agreement, the Option will vest and be exercisable according to the following schedule: one forty eighth (1/48) on each month anniversary of the Grant Date. Notwithstanding the foregoing, the Option will immediately vest and become exercisable upon the occurrence of a Change of Control (as defined below) and the termination of Executive as an employee of the Company, or in the event of a Change of Control and the retention of Executive as an employee of the Company, the Option will vest according to the following schedule:  (i) one half of the unvested portion of the Option immediately upon the occurrence of the Change of Control and (ii) the remainder one forty eighth (1/48) on each subsequent month anniversary of the occurrence of the Change of Control thereafter.  If any vested portion of the Option is not exercised by Executive within 90 days following the later of Executive’s termination as CEO, such vested portion, along with any remaining unvested portion of the Option, will be subject to immediate forfeiture back to the Company.

(d)            For purposes of this Agreement, “ Change of Control ” will mean (i) any merger of the Company in which the Company is not the continuing or surviving entity, or pursuant to which stock would be converted into cash, securities, or other property other than a merger of the Company in which the holders of the Company’s stock immediately prior to the merger have the same proportionate ownership of beneficial interest of common stock or other voting securities of the surviving entity immediately after the merger or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of assets or earning power aggregating more than 50% of the assets or earning power of the Company or any major subsidiary, other than pursuant to a sale-leaseback, structured finance or other form of financing transaction.

5.               Business Expenses .  During the Term, the Company will reimburse Executive for all reasonable business expenses incurred by him in connection with his employment and the performance of his duties as provided hereunder, upon submission by the Executive of receipts and other documentation in conformance with the Company’s normal procedures for executives of Executive’s position and status.

6.               Benefits .  During the Term, Executive will be eligible to participate fully in all health and benefit plans available to senior officers of the Company generally, as the same may be amended from time to time by the Board.

7.               Termination of Employment .

(a)            Notwithstanding any provision of this Agreement to the contrary, the employment of Executive hereunder will terminate on the first to occur of the following dates:

(i)             the date of Executive’s death;

(ii)            the date on which Executive has experienced a Disability (as defined below), and the Company gives Executive notice of termination on account of Disability;

(iii)           the date on which Executive has engaged in conduct that constitutes Cause (as defined below), and the Company gives notice of termination for Cause;

(v)            the date on which the Company gives Executive notice of termination for any reason other than the reasons set forth in Sections 7(a)(i) through (iv) above.

(b)            For purposes of this Agreement, “ Disability ” will mean an illness, injury or other incapacitating condition as a