Exhibit
10.2


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
  THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and
entered into effective as of July 1, 2008 (the “Amendment Date”) by and
between LiveDeal, Inc., a Nevada corporation (the “Company”) and Mike Edelhart
(“Executive”).
  RECITALS
  A.           The
Company and Executive are parties to that certain Employment Agreement dated as
of June 1, 2008 (the “Employment Agreement”), which
set forth the terms of Executive’s employment as interim Chief Executive Officer
of the Company.
  B.           The
Company and Executive desire to amend the Employment Agreement to extend the
term of Executive’s appointment as interim Chief Executive Officer of the
Company, and to modify certain other provisions of the Employment Agreement, as
described in this Amendment.
  In
consideration of the mutual promises, covenants and agreements herein contained,
intending to be legally bound, the parties agree as follows:
  1.         
  Amendment
to Section 1 (Employment) of Employment Agreement.  Section 1
of the Employment Agreement is hereby amended and restated in its entirety to
read 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 interim 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), Executive will continue to serve as a member of the
Board, will be entitled to receive compensation for his Board service, and will
be entitled to retain any restricted stock grants granted thereby.  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.  From and after July 1, 2008, Executive will be obligated to
devote his full time, attention and energies to perform the duties assigned
hereunder as interim 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 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.        
   Amendment to Section 2
(Term) of Employment Agreement.  Section 2 of the Employment
Agreement is hereby amended and restated in its entirety to read as
follows:
  “2.             Term.  This
Agreement is for the four-month period (the “Term”) commencing on the
Effective Date hereof and terminating on September 30, 2008, or upon the date of
termination of employment pursuant to Section 7 of this
Agreement; provided, however, that the Term may be extended for additional
months as mutually agreed to by the parties.”
  3.        
   Amendment to Section 4
(Compensation) of Employment Agreement.  Sections 4(a) and 4(b)
of the Employment Agreement are hereby amended and restated in their entirety to
read as follows:
  “4.             Compensation.
  (a)           Salary.  Executive’s
salary during the Term will be $70,000 (the “Salary”), payable in
accordance with the Company’s regular payroll practices, provided that
Executive’s monthly compensation shall be $10,000 for the month of June 2008 and
$20,000 for each of the months of July, August and September 2008.
  (b)           Performance
Bonuses.  Executive will be entitled to receive up to $17,500
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.”
  4.     
      Effect of
Amendment.  Except as specifically amended by this Amendment,
the Employment Agreement remains in full force and effect according to its
terms.  Except as specifically provided in this Amendment, nothing
contained in this Amendment is intended to affect the parties’ existing or
continuing rights or obligations under the Employment Agreement, as modified
hereby.
  5.       
    Governing
Law.  This Amendment will be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its conflicts
of law principles.
  6.      
     Counterparts.  This
Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.
  [Signature
Page Follows]
  2
  IN
WITNESS WHEREOF, the parties have executed this Amendment effective as of date
first above written.
  
 LIVEDEAL,
      INC., a Nevada corporation
              
              EXECUTIVE/s/ Gary Perschbacher
              
              /s/ Mike EdelhartBy:
      Gary Perschbacher
              
              Mike
      EdelhartIts:
      Chief Financial Officer
 
 
 [First
Amendment to Mike Edelhart Employment Agreement]







3