Exhibit 10.18

    


    


    FIRST
AMENDMENT

    TO

    EMPLOYMENT
AGREEMENT

     

    THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of
October 29, 2009 (“Effective Date”), is made and entered into by and between
Richard F. Sommer (“Executive”), and LiveDeal, Inc., a Nevada corporation (the
“Company”). Capitalized terms not otherwise defined herein shall have the same
meaning set forth in that certain Employment Agreement (“Agreement”) made
effective by and between Executive and the Company on May 19, 2006.

     

    BACKGROUND

     

    Executive and the Company entered into
the Agreement pursuant to which Executive agreed to act as Chief Executive
Officer of the Company in accordance with the terms and conditions more
particularly described therein.

     

    The parties desire to amend the
Agreement with respect to its term and the Executive’s compensation in the
manner particularly set forth below.

     

    In
consideration of the mutual promises, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.

     

    1.      Continuing Effect of the
Agreement. Except as expressly
provided in this Amendment, the Agreement will remain unchanged and in full
force and effect; provided, however, nothing
contained in the Agreement will have the effect of preventing or limiting, in
any way, the terms of this Amendment.  Furthermore, if any conflict
arises between the terms of this Amendment and the terms of the Agreement, this
Amendment will govern as to the conflicting terms.

     

    2.      Amendment of Section
4.  Section 4(c) is deleted in its entirety and replaced with
the following:

     

    (c).           Stock
Option.  Executive is entitled to
an option to purchase from the Company for cash all or any part of an aggregate
of 250,000 shares of the Company’s common stock (the “Option”) at an exercise price equal to $1.95,
the closing price of the Company’s common stock on the date of grant (“Grant
Date”).  The Option will be granted 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 employed by the
Company 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 Grant 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.  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.      Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, administrators,
executors, successors, and assigns.  The parties hereby consent to the
personal jurisdiction of the courts located in the State of
Arizona.

     

    4.      Execution in
Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be considered an original, but all of which
together shall be deemed to be one and the same document.

     

    5.      Severability.  If
any provision of this Amendment is deemed unenforceable by any court, tribunal
or other body with dispute or interpretive jurisdiction over this Amendment or
the parties, then such provisions shall be reformed by such court, tribunal or
other body in such a manner to make the provision enforceable as nearly in
accordance with the manifest intent of the parties as possible.

     

    6.      Governing Law.  This
Amendment was negotiated in and is being contracted for in the State of Nevada,
and shall be governed by the laws of the State of Nevada, United States of
America, notwithstanding any conflict-of-law provision to the
contrary.  The parties hereby consent to the personal jurisdiction of
the courts located in the State of Nevada.

     

    7.      Construction.  This Amendment has been
prepared for the benefit of all parties hereto and no inference shall be made
that any party prepared this Amendment and no inferences are to be drawn against
any party upon the basis that this Amendment was prepared by one party or the
other.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.

    


    


    
      	
              LIVEDEAL,
      INC.

            	 	
              EXECUTIVE

            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
              /s/
      Kevin A. Hall

            	 	
              /s/
      Richard F. Sommer

            	 
	
              By:
      Kevin A. Hall

            	 	
              Richard
      F. Sommer

            	 
	
              Its:
      General Counsel

            	 	 
      	 


    

    


    


    


    
      
         

      

      
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