SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMS

THIS SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMS (this “ Agreement ”) is effective as of June 30, 2009 (the “ Effective Date ”), by and between Mike Edelhart, an individual (“ Edelhart ”), and LIVEDEAL, INC., a Nevada corporation (the “ Company ”).

A.          Edelhart was employed as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement by and between the Company and Edelhart dated October 1, 2008 (“ Employment Agreement ”).

B.           The parties mutually agree that it is in their respective best interests to bring their employment relationship to an end on an amicable basis on the Effective Date and pursuant to the terms of this Agreement.

C.           By entering into this Agreement, the parties mutually and voluntarily agree to resolve all issues between them and to be legally bound by the terms set forth below.

In consideration of the premises and the covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.                   Acknowledgment and Resignations .  By execution of this Agreement, Edelhart hereby acknowledges that he is no longer an employee of the Company and no longer serves as the Company’s Chief Executive Officer or as any officer of the Company or any of its affiliates.  Additionally, Edelhart hereby resigns, as of the Effective Date, his positions as a member of the Company’s Board of Directors and as a director and/or officer of any of the Company’s affiliates, including without limitation, Telco billing, Inc., a Nevada corporation and LiveDeal, Inc., a California corporation.    

Section 2.                   Separation Benefits .  In  complete and full satisfaction of all obligations owed to Edelhart by the Company, including, but not limited to, all claims for compensation, severance, benefits, or equity from or in the Company or its successors and assigns (collectively, the “ Company Agents ”), the parties agree to the following:

(a)            Severance Payment .  Provided Edelhart does not revoke this Agreement pursuant to the Limited Right to Revoke contained herein, the Company will wire transfer to  Edelhart on the eighth day following his execution of this Agreement a lump sum equal to three months of his existing Salary (as defined in his Employment Agreement) in the gross amount of $62,500.00, subject to all applicable taxes and withholdings (“ Severance Payment ”).

(b)            Stock Options .  Edelhart will be entitled to exercise any options that are vested as of the Effective Date under the stock option agreements between the Company and Edelhart dated November 5, 2008 and November 10, 2008, respectively; in each case, pursuant to and in accordance with the terms and time periods set forth in the applicable stock option agreement.  Edelhart acknowledges that he remains subject to the Company’s Insider Trading Policy, as amended from time to time.

(c)            [Vacation Payout and Waiting Time Penalties .  The Company immediately will wire transfer to Edelhart (i) the gross amount of $4,807.70, representing one week’s accrued, unused vacation pay, subject to all applicable taxes and withholdings and (ii) $8,653.85 as and for nine days of waiting time penalties pursuant to California Labor Code section 203.][Presumably this can be removed since these payments have been made.

(d)            Expenses .  On the eighth day following Edelhart’s execution of this Agreement, the Company will reimburse Edelhart for all expenses that he reasonably incurred in connection with his employment for the Company and subject to such expenses having been substantiated according to normal Company policy, including without limitation $500.00 to cover the cost of one trip to be taken by Edelhart to Las Vegas for the purpose of retrieving his personal belongings from the Company, which costs will also require substantiation in accordance with normal Company policy.[As a public company, we must document all reimbursements for expenses]

(e)            Attorneys’ Fees .  On the eighth day following Edelhart’s execution of this Agreement, the Company will provide Edelhart with a payment in the amount of $1,000.00 as and for his attorneys’ fees incurred in connection with this matter.  This payment shall not be subject to withholding for taxes.

Section 3.               Release by Edelhart.   Edelhart will forever release for himself, his marital community, and his respective heirs and/or assigns (the “ Edelhart Parties ”), the Company and any and all of its parents, subsidiaries, directors, officers, employees, equity holders, agents, representatives, attorneys, insurers, predecessors, successors, and assigns (collectively, the “ Company Parties ”), from ANY AND ALL RIGHTS, CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, PENALTIES, FEES, COSTS, EXPENSES, AND LIABILITIES, OF ANY NATURE WHATSOEVER, WHICH EDELHART HAS, HAD, OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKLNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EDELHART’S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT.

By signing this Agreement, Edelhart agrees to FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, or relating to, his employment with the Company, his termination from employment with the Company, or his resignation of any position as officer of the Company, WITH RESPECT TO , any claim or other proceeding arising under:

This Agreement may be used to completely bar any action or suit before any court, arbitral, or administrative body with respect to any claim under federal, state, local, or other law relating to this Agreement or to Edelhart’s employment and/or termination of employment with the Company or its predecessors, subsidiaries, successors, or assigns.

The foregoing release shall NOT operate to release, waive, or otherwise impair  (i) any right to indemnification by the Company that Edelhart may have pursuant to the Company’s current Articles of Incorporation or Bylaws or as otherwise provided by applicable law; (ii) any right to coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Edelhart’s employment; (iii) any claims, rights, or remedies arising from the obligations of the Company under this Agreement;  (iv) any claims, rights, or remedies that Edelhart may have and which may not be released or waived under applicable law or (v) any right to participate in any Equal Employment Opportunity Commission (“ EEOC ”) or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Edelhart waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Section 4.                  Confidentiality and Non-Disclosure .  Edelhart recognizes and acknowledges that the Company’s trade secrets, proprietary information, and