Exhibit 10.3


    
      

    

    

      NONCOMPETITION,
        NONDISCLOSURE AND NONSOLICITATION
        AGREEMENT

       

      This
        NONCOMPETITION,
        NONDISCLOSURE AND NONSOLICITATION AGREEMENT
        (this
“Agreement”)
        is
        made as of June 6, 2007, by and between YP Corp., a Nevada corporation
        (“YP”),
        and
        Rajesh Navar (“Shareholder”).

       

      RECITALS

       

      A.    Shareholder
        owns approximately 70% of all the issued and outstanding capital stock of
        LiveDeal on a fully-diluted basis.

       

      B.    YP;
        LD
        Acquisition Co., a California corporation wholly owned by YP (“Merger
        Sub”);
        LiveDeal, Inc., a California corporation (“LiveDeal”);
        Rajesh Navar and Arati Navar, Trustees of the Rajesh & Arati Navar Living
        Trust dated 9/23/2002; and Shareholder, in his capacity as the Shareholders’
Representative, are parties to that certain Agreement and Plan of Merger
        dated
        as of the date hereof (the “Merger
        Agreement”),
        pursuant to which the Merger Sub will merge with and into LiveDeal so that
        LiveDeal will become a wholly-owned subsidiary of YP. Capitalized terms used
        herein which are not otherwise defined herein shall have the meanings ascribed
        to them in the Merger Agreement.

       

      C.    As
        a
        condition to its willingness to enter into the Merger Agreement, YP has required
        that this
        Agreement be executed and delivered by Shareholder at or prior to the
        Closing.

       

      D.    Shareholder
        has entered into an Employment Agreement with YP, dated as of even date hereof
        (the “Employment
        Agreement”)

       

      AGREEMENT

       

      NOW,
        THEREFORE, for good and valuable consideration, the sufficiency and receipt
        of
        which are hereby acknowledged, the parties hereto, intending to be legally
        bound, hereby agree as follows:

       

      
        	
                1.

              	
                Acknowledgments
                  by Shareholder.

              


      

       

      (a)    Shareholder
        acknowledges that he has occupied a position of trust and confidence with
        LiveDeal prior to the date hereof and has had access to and has become familiar
        with the following, any and all of which constitute confidential information
        of
        LiveDeal (collectively the “Confidential
        Information”):
        (a)
        any and all trade secrets concerning the business and affairs of LiveDeal,
        product specifications, data, know-how, formulae, compositions, processes,
        designs, sketches, photographs, graphs, drawings, samples, inventions and
        ideas,
        past, current and planned research and development, current and planned
        manufacturing and distribution methods and processes, customer lists, current
        and anticipated customer requirements, price lists, market studies, business
        plans, computer software and programs (including object code and source code),
        database technologies, systems, structures architectures processes,
        improvements, devices, know-how, discoveries, concepts, methods of LiveDeal
        and
        any other information, however documented, of LiveDeal that is considered
        a
        trade secret under applicable law; (b) any and all information concerning
        the
        business and affairs of LiveDeal (which includes historical financial
        statements, financial projections and budgets, historical and projected sales,
        capital spending budgets and plans, the names and backgrounds of key personnel,
        contractors, agents, suppliers and potential suppliers, personnel training
        and
        techniques and materials, purchasing methods and techniques, however documented;
        and (c) any and all notes, analysis, compilations, studies, summaries and
        other
        material prepared by or for LiveDeal containing or based, in whole or in
        part,
        upon any information included in the foregoing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)    Shareholder
        acknowledges that (a) the business of LiveDeal relating to the use and operation
        of the business by LiveDeal prior to Closing is international in scope; (b)
        its
        products and services related to such business are marketed throughout the
        world; (c) LiveDeal’s business prior to Closing competes with other businesses
        that are or could be located in any part of the world; (d) YP has required
        that
        Shareholder make the covenants set forth in Sections 2 and 3 of this Agreement
        as a condition to YP’s entering into the Merger Agreement and causing Merger Sub
        to merge into LiveDeal; (e) the provisions of Sections 2 and 3 of this Agreement
        are reasonable and necessary to protect and preserve YP’s interests in and right
        to the use and operation of the assets and business of LiveDeal from and
        after
        Closing; and (f) YP would be irreparably damaged if Shareholder were to breach
        the covenants set forth in Sections 2 and 3 of this Agreement.

       

      2.    Nondisclosure.
        Shareholder acknowledges and agrees that the protection of the Confidential
        Information is necessary to protect and preserve the value of the assets
        and
        business of LiveDeal. Therefore, Shareholder hereby agrees not to disclose
        to
        any unauthorized person or entity or use for his own account or for the benefit
        of any third party any Confidential Information, whether or not such information
        is embodied in writing or other physical form or is retained in the memory
        of
        Shareholder, without YP’s written consent, unless and to the extent that the
        Confidential Information is or becomes generally known to the public other
        than
        as a result of Shareholder’s fault or as required by law or legal process.
        Shareholder agrees to deliver to YP or destroy, promptly following such time
        as
        YP may request in writing, all documents, memoranda, notes, plans, records,
        reports and other documentation, models, components, devices or computer
        software, whether embodied in a disk or in other form (and all copies of
        all of
        the foregoing), that contain Confidential Information.

       

      3.    Noncompetition,
        Nonsolicitation and Nondisparagement.
        

       

      (a)    For
        purposes of this Agreement, the terms listed below shall have the following
        meanings:

       

      (i)    
“Area”
means
        the world; provided,
        however, that if a court of competent jurisdiction determines that such area
        is
        unenforceable, “Area” shall be defined as all countries in which the Company
        provides its services, or has provided within the 12 months preceding the
        date
        of this Agreement; provided, however, that if a court of competent jurisdiction
        determines that such area is unenforceable, “Area” shall be defined as the
        United States.

       

      (ii)    “Client
        Nonsolicitation Period”
means
        the period beginning on the date of this Agreement and ending on the greater
        of
        (A) the three-year anniversary of the date of this Agreement and (B) one-year
        from the date of termination of Shareholder’s employment by or service to YP;
        provided, however, that the Client Nonsolicitation Period will end immediately
        in the event Shareholder is terminated by YP without Cause (as defined in
        the
        Employment Agreement) or that he terminates his employment for Good Reason
        (as
        defined in the Employment Agreement) or that the Company fails to nominate
        him
        as a member of the Board of Directors of YP.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (iii)   “Competing
        Business”
means
        any person or entity engaged in the on-line, classified advertising services
        industry or that provides online yellow pages listing services, in each case,
        as
        its principal business. 

       

      (iv)   “LiveDeal
        Client(s)”
        means
        (a)
        any person or entity to which LiveDeal sells any products or services, or
        licenses any proprietary information, at any time during the Noncompetition
        Time
        Period, the Employee Nonsolicitation Time Period, or the Client Nonsolicitation
        Period, as applicable, and (b) any person or entity which LiveDeal has
        actively solicited and that Shareholder has knowledge of with respect to
        the
        sale of products or services at
        any
        time during the NoncompetitionTime Period, the Employee Nonsolicitation Time
        Period, or the Client Nonsolicitation Period, as applicable. In the case
        of a
        corporate client, “LiveDeal Client” shall be, in addition to the corporate
        client itself, the individual representative of the corporate client and
        his or
        her successor or equivalent within the organizational subdivision of the
        corporate client on behalf of which he or she patronized LiveDeal, and any
        organizational subdivision of the corporate client on behalf of which such
        individual representative has patronized LiveDeal, in each case, to the extent
        such individual representative is then employed with the corporate
        client.

       

      (v)    “Employee
        Nonsolicitation Period”
means
        the period beginning on the date of this Agreement and ending on the greater
        of
        the following: (A) one-year from the date of termination of Shareholder’s
        employment by or service to YP; or (B) the two-year anniversary of the date
        of
        this Agreement.

       

      (vi)   “Noncompetition
        Time Period”
means
        the period beginning on the date of this Agreement and ending on the greater
        of
        (A) the three-year anniversary of the date of this Agreement and (B) one-year
        from the date of termination of Shareholder’s employment by or service to YP;
        provided, however, that the Client Noncompetition Time Period will end
        immediately in the event Shareholder is terminated by YP without Cause (as
        defined in the Employment Agreement) or that he terminates his employment
        for
        Good Reason (as defined in the Employment Agreement) or that the Company
        fails
        to nominate him as a member of the Board of Directors of YP.

       

      (vii)        
        “YP
        Client(s)”
        means
        (a)
        any person or entity to which YP sells any products or services, or licenses
        any
        proprietary information, at any time during the Client Nonsolicitation Time
        Period, and (b) any person or entity which YP has
        actively solicited with respect to the sale of products or services at
        any
        time during the Client Nonsolicitation Period. In the case of a corporate
        client, “YP Client” shall be, in addition to the corporate client itself, the
        individual representative of the corporate client and his or her successor
        or
        equivalent within the organizational subdivision of the corporate client
        on
        behalf of which he or she patronized YP, and any organizational subdivision
        of
        the corporate client on behalf of which such individual representative has
        patronized YP.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (b)    As
        an
        inducement for YP to enter into the Merger Agreement and as additional
        consideration for the consideration to be paid to Shareholder under the Merger
        Agreement, Shareholder agrees that:

       

      (i)    
During
        the Noncompetition Time Period and in the Area, Shareholder will not, directly
        engage or invest in, own, manage, operate, finance, control or participate
        in
        the ownership, management, operation, financing or control of, be employed
        by,
        associated with or in any manner connected with, or render services or advice
        or
        other aid to, or guarantee any obligation of, any person or entity engaged
        in or
        planning to become engaged in a Competing Business, provided, however, that
        Shareholder may purchase or otherwise acquire up to (but not more than) two
        percent of any class of securities of any enterprise (but without otherwise
        participating in the activities of such enterprise) if such securities are
        listed on any national or regional securities exchange or have been registered
        under Section 12(g) of the Securities Exchange Act of 1934. Shareholder agrees
        that this covenant is reasonable with respect to its duration, geographical
        area
        and scope.

       

      (ii)    During
        the Employee Nonsolicitation Period, Shareholder shall not, directly or
        indirectly: (A) induce or attempt to induce any employee of LiveDeal who
        becomes
        an employee of YP in connection with the merger of LiveDeal into Merger Sub
        to
        leave the employ of YP; (B) in any way interfere with the relationship between
        YP and any such employee of YP; or (C) employ or otherwise engage as an
        employee, independent contractor or otherwise any such employee of YP; provided,
        however, that the restrictive covenants set forth in this Section 3(b)(ii)
        shall
        not restrict Shareholder from soliciting for hire or hiring any YP or LiveDeal
        employee who was terminated by LiveDeal or YP without cause or as a result
        of a
        constructive termination.

       

      (iii)   During
        the Client Nonsolicitation Period, Shareholder shall not, directly or
        indirectly: (A) induce or attempt to induce any LiveDeal Client to cease
        doing
        business with YP or in any way interfere with the relationship between any
        such
        LiveDeal Client and the YP; or (B) solicit the business of any YP Client
        known
        to Shareholder to be a YP Client, whether or not such Shareholder had personal
        contact with such YP Client, with respect to products or activities which
        compete in whole or in part with the business operated by YP.

       

      (c)    In
        the
        event of a breach by Shareholder of any covenant set forth in this Section,
        the
        term of such covenant will be extended by the period of the duration of such
        breach.

       

      (d)    Shareholder
        shall not disparage YP, LiveDeal, the business conducted by LiveDeal, the
        business conducted by YP, or any shareholder, director, officer, employee
        or
        agent of YP. None of YP, LiveDeal, any officer or director of either YP or
        LiveDeal shall disparage Shareholder or any of its affiliates. Anything to
        the
        contrary notwithstanding, this Section 3(e) shall not apply to any statements
        made in good faith during any litigation, arbitration or other legal proceeding
        involving any of the parties to this Agreement.

       

      (e)    Shareholder
        will, for a period of three years after the Closing, within ten days after
        accepting any employment, consulting engagement, engagement as an independent
        contractor, partnership or other association, advise YP of the identity of
        the
        new employer, client, partner or other person or entity with whom Shareholder
        has become associated. YP may serve notice upon each such person or entity
        that
        Shareholder is bound by this Agreement and furnish each such person or entity
        with a copy of this Agreement or relevant portions thereof.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      4.    Remedies.
        Shareholder hereto agrees that YP may seek injunctive relief or any other
        equitable remedy, in addition to remedies at law or in damages, for any such
        failure. 

       

      5.    Successors
        and Assigns.
        This
        Agreement shall be binding upon, inure to the benefit of, and be enforceable
        by
        the parties hereto and their respective successors, assigns, heirs and devises,
        as applicable; and, nothing in this Agreement, express or implied, is intended
        to confer upon any other person or entity any rights or remedies of any nature
        whatsoever under or by reason of this Agreement. This Agreement shall not
        be
        assignable without the written consent of the other party hereto, except
        that YP
        may assign, in its sole discretion, all or any of its rights, interests and
        obligations hereunder to any of its affiliates.

       

      6.    Entire
        Agreement.
        This
        Agreement (including the documents and the instruments referred to herein)
        constitutes the entire agreement and supersedes all prior agreements and
        understandings, both written and oral, between the parties with respect to
        the
        subject matter hereof. 

       

      7.    Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of California applicable to contracts executed and fully
        performed within the State of California, without regard to the conflicts
        of
        laws provisions thereof. 

       

      8.    Jurisdiction;
        Waiver of Venue.
        Each of
        the parties hereto irrevocably and unconditionally: (a) agrees that any legal
        suit, action or proceeding brought by any party hereto arising out of or
        based
        upon this Agreement or the transactions contemplated hereby may be brought
        in
        the Courts of the State of California or the United States District Court
        for
        the Northern District of California (each, a “Designated
        Court”);
        (b)
        waives, to the fullest extent it may effectively do so, any objection which
        it
        may now or hereafter have to the laying of venue of any such proceeding brought
        in any Designated Court, and any claim that any such action or proceeding
        brought in any Designated Court has been brought in an inconvenient forum;
        and
        (c) submits to the non-exclusive jurisdiction of Designated Courts in any
        suit,
        action or proceeding. Each of the parties agrees that a judgment in any suit,
        action or proceeding brought in a Designated Court shall be conclusive and
        binding upon it and may be enforced in any other courts to whose jurisdiction
        it
        is or may be subject, by suit upon such judgment. 

       

      9.    Notices.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given upon receipt by the parties at the addresses (or at such other
        address for a party as shall be specified by like notice) as set forth in
        Section 9.2 of the Merger Agreement or on the signature pages thereto, as
        applicable. 

       

      10.   Severability.
        This
        Agreement shall be deemed severable and the invalidity or unenforceability
        of
        any term or provision of this Agreement shall not affect the validity or
        enforceability of the balance of this Agreement or of any other term hereof,
        which shall remain in full force and effect.   With respect to any
        term or provision that is invalid or unenforceable, any
        court
        of competent jurisdiction is hereby authorized and respectfully directed
        to excise any such term or provision that is invalid or unenforceable
        and modify such term or provision to the extent necessary to be able to
        make such term or provision valid or enforceable. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      11.   Waiver.
        The
        parties hereto may, to the extent permitted by applicable law, subject to
        Section 12 hereof, (a) waive any inaccuracies in the representations and
        warranties contained herein or in any document delivered pursuant hereto,
        or (b)
        waive compliance with any of the agreements or conditions contained herein.
        Any
        agreement on the part of a party hereto to any such waiver shall be valid
        only
        if set forth in a written instrument signed on behalf of such party. The
        failure
        of any party to this Agreement to assert any of its rights under this Agreement
        or otherwise shall not constitute a waiver of those rights. 

       

      12.   Modification.
        No
        supplement, modification or amendment of this Agreement will be binding unless
        made in a written instrument that is signed by all of the parties hereto
        and
        that specifically refers to this Agreement. 

       

      13.   Counterparts.
        This
        Agreement may be executed in counterparts, all of which shall be considered
        one
        and the same agreement and shall become effective when such counterparts
        have
        been signed by each of the parties and delivered to the other parties, it
        being
        understood that all parties need not sign the same counterpart. 

       

      14.   Headings.
        All
        Section headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this Agreement.
        

       

      [SIGNATURE
        PAGE FOLLOWS]


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      NONCOMPETITION,
        NONDISLOSURE AND NONSOLICITATION AGREEMENT

       

      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, Shareholder and YP have caused this Agreement to be executed
        on
        the date first written above.

       

      
        	
                SHAREHOLDER:

              	 	
                YP:

              
	 	 	 	 
	 	 	
                YP
                  Corp., a Nevada corporation

              
	 	 	 	 
	/s/
                Rajesh Navar	 	
                By:

              	/s/
                Daniel L. Coury, Sr.
	
                Rajesh
                  Navar

              	 	
                Name:
                  Daniel L. Coury, Sr.

                Title:
                  Chief Executive Officer

              


      

       

    

    
    

    7