EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into effective as of November 17, 2008 (“ Effective Date ”) by and between LiveDeal, Inc., a Nevada corporation (the “ Company ”) and Rajeev Seshadri (“ 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 initially in the position of assistant to the Chief Executive Officer and, effective January 9, 2009, in the position of Chief Financial Officer.  Executive will perform all services and acts reasonably necessary to fulfill the duties and responsibilities of his positions and will render such services on the terms set forth herein and will report to the Company’s Chief Executive Officer.  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 Chief Executive Officer, to the extent consistent with his positions and status as set forth above.  Executive is obligated to devote his full time, attention and energies to perform the duties assigned hereunder 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 four-year period (the “ Term ”) commencing on the Effective Date hereof and terminating on the fourth 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 $215,000 (the “ Salary ”).  The Salary will at all times be payable in accordance with the Company’s regular payroll practices and subject to all applicable withholdings, including taxes.

(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 100,000 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 quarter (25%) on the first anniversary of the Effective Date and the remainder shall vest 1/36 at the end of each month thereafter over the next 36 months so long as Executive continues to provide services to the Company.  Notwithstanding the foregoing, all of the Option will immediately vest and become exercisable upon either (A) a termination of Executive’s employment pursuant to Section 7(a)(i) or (ii) or (B) the occurrence of a Change of Control (as defined below) and the termination of Executive as an employee of the Company; provided, however, that in the event of a Change of Control and the retention of Executive as an employee of the Company with the same Salary, vesting and exercisability of the Option will accelerate to the date that is 12 months from such Change of Control.  If any vested portion of the Option is not exercised by Executive within 90 days following the later of Executive’s termination, 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 or (iii) purchase of more than 50% of the Company’s stock by an entity not currently an owner of the Company’s stock

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;

(iv)         expiration of the Term; or

(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 result of which Executive is unable to perform, with reasonable accommodation, the services required to be performed under this Agreement for 30 consecutive days during the Term.  Executive agrees to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant to such reasonable requests made by the Company from time to time.  Any determination as to the existence of a Disability will be made by a physician mutually selected by the Company and Executive.

(c)           For purposes of this Agreement, “ Cause ” will mean the occurrence of any of the following events, as reasonably determined by the Board:

(i)           Executive’s willful and continued