Exhibit 10.1


    
      

    

    

      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT (the “Agreement”)
        dated
        as of June 6, 2007, by and among YP Corp., a Nevada corporation (“YP”);
        Rajesh Navar (the “Representative”),
        in
        his capacity as the Representative of the former shareholders of LiveDeal,
        Inc.
        a California corporation (“LiveDeal”);
        and
        Thomas Title & Escrow, LLC, an Arizona limited liability company, as escrow
        agent (the “Escrow
        Agent”).

       

      RECITALS

       

      A.    YP,
        LiveDeal, LD Acquisition Co., a California corporation and wholly-owned
        subsidiary of YP (“Merger
        Sub”);
        Rajesh Navar and Arati Navar, Trustees of the Rajesh & Arati Navar Living
        Trust dated 9/23/2002; and the 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 Buyer. Capitalized terms
        used
        herein, which are not otherwise defined herein, shall have the meanings ascribed
        to them in the Merger Agreement.

       

      B.    Pursuant
        to Article 7 of the Merger Agreement, YP is to be indemnified in certain
        respects.

       

      C.    The
        parties desire to establish an escrow fund as collateral security for the
        indemnification obligations under Article 7 of the Merger Agreement. The
        Representative has been designated pursuant to the Merger Agreement to represent
        all of the former shareholders of LiveDeal (the “Shareholders”)
        and
        act on their behalf for purposes of this 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.    
Concurrently
        with the execution hereof, the Escrow Agent, in its capacity as the Escrow
        Agent
        pursuant to the Merger Agreement, has withheld 20% of the total number of
        Merger
        Shares and shares issuable pursuant to Section 4.5 of the Merger Agreement
        (the
“Escrow
        Fund”).

       

      (a)    The
        Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard
        and
        disburse the Escrow Fund pursuant to the terms and conditions hereof. It
        shall
        treat the Escrow Fund as a trust fund in accordance with the terms of this
        Agreement and not as the property of YP. Its duties hereunder shall cease
        upon
        its distribution of the entire Escrow Fund in accordance with this
        Agreement.

       

      (b)    During
        the period the Escrow Fund is held by the Escrow Agent (the “Escrow
        Period”),
        all
        cash dividends or property (other than stock) distributed with respect to
        the
        Merger Shares included in the Escrow Fund (the “Escrow
        Shares”)
        shall
        be promptly paid to the Shareholders, but all stock distributed with respect
        to
        the Escrow Shares, whether by way of stock dividends, stock splits or otherwise,
        shall be delivered to the Escrow Agent to hold in accordance with the terms
        hereof. As used herein, the term “Escrow
        Shares”
shall
        be deemed to include the stock distributed thereon, if any. For the avoidance
        of
        doubt, all taxes relating to any distribution or dividend with respect to
        the
        Escrow Shares shall be the responsibility of the Shareholders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (c)    The
        Representative shall have the right, in his sole discretion, on behalf of
        the
        Shareholders, to direct the Escrow Agent in writing as to the exercise of
        any
        voting rights pertaining to the Escrow Shares, and the Escrow Agent shall
        comply
        with any such written instructions. In the absence of such instructions,
        the
        Escrow Agent shall not vote any of the Escrow Shares. 

       

      (d)    During
        the Escrow Period, no sale, transfer or other disposition may be made of
        any or
        all of the Escrow Shares except (i) by gift to a member of a Shareholder’s
        immediate family or to a trust, the beneficiary of which is a Shareholder
        or a
        member of a Shareholder’s immediate family; (ii) by virtue of the laws of
        descent and distribution upon death of any Shareholder; or (iii) pursuant
        to a
        qualified domestic relations order; provided, however, that such permissive
        transfers may be implemented only upon the respective transferee’s written
        agreement to be bound by the terms and conditions of this Agreement. During
        the
        Escrow Period, the Shareholders shall not pledge or grant a security interest
        in
        the Escrow Shares or grant a security interest in their rights under this
        Agreement.

       

      (e)    YP
        hereby
        agrees to pay Escrow Agent for its services hereunder in accordance with
        Escrow
        Agent’s fee schedule as attached as Schedule I hereto as in effect from time to
        time and to pay all expenses incurred by Escrow Agent in connection with
        the
        performance of its rights hereunder and otherwise in connection with the
        preparation, operation, administration and enforcement of this Escrow Agreement,
        including, without limitation, attorney’s fees, brokerage costs and related
        expenses, incurred by Escrow Agent. 

       

      2.    YP
        may
        make a claim for indemnification pursuant to Article 7 of the Merger Agreement
        (“Indemnity
        Claim”)
        against the Escrow Fund by giving notice (a “Notice”)
        to the
        Representative (with a copy to the Escrow Agent) specifying (i) the covenant,
        representation, warranty, agreement, undertaking or obligation contained
        in the
        Merger Agreement, which it asserts has been breached or otherwise entitles
        YP to
        indemnification; (ii) in reasonable detail, the nature and dollar amount
        of any
        indemnity claim YP may have by reason thereof under the Merger Agreement;
        and
        (iii) whether the Indemnity Claim results from a third-party claim against
        YP.
        YP also shall deliver to the Escrow Agent (with a copy to the Representative),
        concurrently with its delivery to the Escrow Agent of the Notice, a
        certification as to the date on which the Notice was delivered to the
        Representative.

       

      (a)    If
        the
        Representative shall give a notice to YP (with a copy to the Escrow Agent)
        (a
“Counter
        Notice”),
        within 30 days following the date of receipt (as specified in YP’s
        certification) by the Representative of a copy of the Notice, disputing whether
        the Indemnity Claim is indemnifiable under Article 7 of the Merger Agreement,
        the parties shall attempt to resolve such dispute in accordance with the
        dispute
        resolution provisions under Section 9.3 of the Merger Agreement. If no Counter
        Notice with respect to an Indemnity Claim is received by the Escrow Agent
        from
        the Representative within such 30-day period, the Indemnity Claim shall be
        deemed to be an Established Claim (as defined in Section 2(b) below).


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (b)    As
        used
        in this Agreement, “Established
        Claim”
means
        any (i) Indemnity Claim deemed established pursuant to the penultimate or
        the
        last sentence of Section 2(a) above, (ii) Indemnity Claim resolved in favor
        of
        YP by settlement of the parties pursuant to Section 9.3(a) or 9.3(b) of the
        Merger Agreement, in either case resulting in a dollar award to YP, (iii)
        Indemnity Claim established by the decision of an arbitrator pursuant to
        Section
        9.3(c) of the Merger Agreement, resulting in a dollar award to YP, (iv) an
        Indemnity Claim which has been sustained by a final determination (after
        exhaustion of any appeals) of a court of competent jurisdiction pursuant
        to
        Section 9.3(d) of the Merger Agreement, resulting in a dollar award to YP;
        or
        (v) a third-party claim which has been settled or sustained by a final
        determination (after exhaustion of any appeals) of a court of competent
        jurisdiction pursuant to Section 7.4 of the Merger Agreement, resulting in
        a
        dollar award to YP.

       

      (c)    Promptly
        after an Indemnity Claim becomes an Established Claim, YP shall deliver a
        notice
        to the Escrow Agent directing the Escrow Agent to pay to YP, and the Escrow
        Agent shall pay to YP, an amount equal to the aggregate dollar amount of
        the
        Established Claim (or, if at such time there remains in the Escrow Fund less
        than the full amount so payable, the full amount remaining in the Escrow
        Fund).

       

      (d)    Payment
        of an Established Claim shall be made solely in Escrow Shares, pro rata from
        the
        account maintained on behalf of each Shareholder. In such event, the Escrow
        Agent shall promptly cause the appropriate number of such shares that have
        an
        aggregated value equal to the aggregated dollar amount of the Established
        Claim,
        rounded to the nearest whole number of such shares, to be transferred from
        the
        Escrow Fund to YP, or its order, to the extent of the number of Escrow Shares
        remaining in the Escrow Fund. For purposes of the foregoing, the value of
        the
        shares shall be based upon the Closing Price (as that term is defined in
        the
        Merger Agreement). The parties hereto (other than the Escrow Agent) agree
        that
        the foregoing right to make payments of Established Claims in Escrow Shares
        may
        be made notwithstanding any other agreements restricting or limiting the
        ability
        of any Shareholder to sell any Escrow Shares or otherwise.

       

      3.    On
        the
        first Business Day after the first anniversary of the Closing Date, upon
        written
        instruction from YP, the Escrow Agent shall distribute and pay to each
        Shareholder who has an interest in the Escrow Fund the Escrow Shares then
        in
        such Shareholder’s account in the Escrow Fund, unless at such time there are any
        Indemnity Claims with respect to which Notices have been received but which
        have
        not been resolved pursuant to Section 2 hereof or in respect of which the
        Escrow
        Agent has not been notified of, and received a copy of, a final determination
        (after exhaustion of any appeals) by a court of competent jurisdiction, as
        the
        case may be (in either case, “Pending
        Claims”),
        and
        which, if resolved or finally determined in favor of YP, would result in
        a
        payment to YP, in which case the Escrow Agent shall retain, and the total
        amount
        of such distributions to such Shareholder shall be reduced by, the “Pending
        Claims Reserve” (as hereafter defined). Thereafter, if any Pending Claim becomes
        an Established Claim, the Escrow Agent shall promptly pay to YP an amount
        in
        respect thereof determined in accordance with paragraph 2(d) above, and to
        each
        Shareholder the amount by which the remaining portion of his account in the
        Escrow Fund exceeds the then Pending Claims Reserve (determined as set forth
        below). If any Pending Claim is resolved against YP, the Escrow Agent shall
        promptly pay to each Shareholder the amount by which the remaining portion
        of
        his account in the Escrow Fund exceeds the then Pending Claims Reserve. Upon
        resolution of all Pending Claims, the Escrow Agent shall pay to such Shareholder
        the remaining portion of his account in the Escrow Fund. As used herein,
        the
“Pending
        Claims Reserve”
at
        any
        time shall mean an amount equal to the sum of the aggregate dollar amounts
        claimed to be due with respect to all Pending Claims (as shown in the Notices
        of
        such Claims).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      4.    The
        Escrow Agent shall cooperate in all respects with YP and the Representative
        in
        the calculation of any amounts determined to be payable to YP in accordance
        with
        this Agreement.

       

      5.    
        (a)    The
        Escrow Agent undertakes to perform only such duties as are expressly set
        forth
        herein. It is understood that the Escrow Agent is not a trustee or fiduciary
        and
        is acting hereunder merely in a ministerial capacity.

       

      (b)    The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and may rely conclusively
        and shall be protected in acting upon any order, notice, demand, certificate,
        opinion or advice of counsel (including counsel chosen by the Escrow Agent),
        statement, instrument, report or other paper or document (not only as to
        its due
        execution and the validity and effectiveness of its provisions, but also
        as to
        the truth and acceptability of any information therein contained) which is
        believed by the Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless it shall have given its prior written consent thereto.

       

      (c)    The
        Escrow Agent’s sole responsibility upon receipt of any notice requiring any
        payment to YP pursuant to the terms of this Agreement or, if such notice
        is
        disputed by YP or the Representative, the settlement with respect to any
        such
        dispute, whether by virtue of joint resolution, mediation, arbitration or
        determination of a court of competent jurisdiction, is to pay to YP the amount
        specified in such notice, and the Escrow Agent shall have no duty to determine
        the validity, authenticity or enforceability of any specification or
        certification made in such notice.

       

      (d)    The
        Escrow Agent shall not be liable for any action taken by it in good faith
        and
        believed by it to be authorized or within the rights or powers conferred
        upon it
        by this Agreement, and may consult with counsel of its own choice and shall
        have
        full and complete authorization and protection for any action taken or suffered
        by it hereunder in good faith and in accordance with the opinion of such
        counsel.

       

      (e)    The
        Escrow Agent may resign at any time and be discharged from its duties as
        escrow
        agent hereunder by its giving the other parties hereto written notice and
        such
        resignation shall become effective as hereinafter provided. Such resignation
        shall become effective at such time that the Escrow Agent shall turn over
        the
        Escrow Fund to a successor escrow agent appointed jointly by YP and the
        Representative. If no new escrow agent is so appointed within the 60-day
        period
        following the giving of such notice of resignation, the Escrow Agent may
        deposit
        the Escrow Fund with any court it reasonably deems appropriate.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (f)    
In
        the
        event of a dispute between the parties as to the proper disposition of the
        Escrow Fund, the Escrow Agent shall be entitled (but not required) to deliver
        the Escrow Fund into the United States District Court for the District of
        Arizona and, upon giving notice to YP and the Representative of such action,
        shall thereupon be relieved of all further responsibility and
        liability.

       

      (g)    The
        Escrow Agent shall be indemnified and held harmless by YP from and against
        any
        expenses, including counsel fees and disbursements, or loss suffered by the
        Escrow Agent in connection with any action, suit or other proceeding involving
        any claim which in any way, directly or indirectly, arises out of or relates
        to
        this Agreement, the services of the Escrow Agent hereunder, or the Escrow
        Fund
        held by it hereunder, other than expenses or losses arising from the gross
        negligence or willful misconduct of the Escrow Agent. Promptly after the
        receipt
        by the Escrow Agent of notice of any demand or claim or the commencement
        of any
        action, suit or proceeding, the Escrow Agent shall notify the other parties
        hereto in writing. In the event of the receipt of such notice, the Escrow
        Agent,
        in its sole discretion, may commence an action in the nature of interpleader
        in
        an appropriate court to determine ownership or disposition of the Escrow
        Fund or
        it may deposit the Escrow Fund with the clerk of any appropriate court or
        it may
        retain the Escrow Fund pending receipt of a final, non-appealable order of
        a
        court having jurisdiction over all of the parties hereto directing to whom
        and
        under what circumstances the Escrow Fund are to be disbursed and
        delivered.

       

      (h)    The
        Escrow Agent shall be entitled to reasonable compensation from YP for all
        services rendered by it hereunder. The Escrow Agent shall also be entitled
        to
        reimbursement from YP for all expenses paid or incurred by it in the
        administration of its duties hereunder including, but not limited to, all
        counsel, advisors’ and agents’ fees and disbursements and all taxes or other
        governmental charges. Escrow Agent may consult with its counsel or other
        counsel
        satisfactory to it concerning any question relating to its duties or
        responsibilities hereunder or otherwise in connection herewith and shall
        not be
        liable for any action taken, suffered or omitted by it in good faith upon
        the
        advice of such counsel. 

       

      (i)    
From
        time
        to time on and after the date hereof, YP and the Representative shall deliver
        or
        cause to be delivered to the Escrow Agent such further documents and instruments
        and shall do or cause to be done such further acts as the Escrow Agent shall
        reasonably request to carry out more effectively the provisions and purposes
        of
        this Agreement, to evidence compliance herewith or to assure itself that
        it is
        protected in acting hereunder.

       

      (j)    
Notwithstanding
        anything herein to the contrary, the Escrow Agent shall not be relieved from
        liability hereunder for its own gross negligence or its own willful
        misconduct.

       

      (k)    Escrow
        Agent shall not have any duties, responsibilities or obligations except
        those expressly set forth in this Agreement, and no implied covenants,
        responsibilities, duties, obligations or liabilities shall be interpreted
        into
        this Escrow Agreement.  Without limiting the generality of the foregoing,
        Escrow Agent: (i) shall not be subject to implied covenants, including but
        not limited to the covenant of good faith and fair dealing; and (ii) shall
        not
        have any duty to take any discretionary action or exercise any discretionary
        powers. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      6.    This
        Agreement expressly sets forth all the duties of the Escrow Agent with respect
        to any and all matters pertinent hereto. The Escrow Agent shall not be bound
        by
        the provisions of any agreement among the parties hereto except this Agreement
        and shall have no duty to inquire into the terms and conditions of any agreement
        made or entered into in connection with this Agreement, including, without
        limitation, the Merger Agreement.

       

      7.    This
        Agreement shall inure to the benefit of and be binding upon the parties and
        their respective heirs, successors, assigns and legal representatives. This
        Agreement and the transactions contemplated hereby, and all disputes between
        the
        parties under or relating to this Agreement or the facts and circumstances
        leading to its execution, whether in contract, tort or otherwise, shall be
        governed by the laws of the State of Arizona, without reference to conflict
        of
        laws principles that would require the application of any other law. This
        Agreement cannot be amended, modified or terminated except by a writing signed
        by YP, the Representative and the Escrow Agent.

       

      8.    YP
        and
        the Representative each hereby consents to the exclusive jurisdiction of
        Arizona
        and federal courts sitting in Maricopa County with respect to any claim or
        controversy arising out of this Agreement, subject in all respects to the
        dispute resolution provisions set forth in Section 2. Service of process
        in any
        action or proceeding brought against YP or the Representative in respect
        of any
        such claim or controversy may be made upon it by registered mail, postage
        prepaid, return receipt requested, at the address specified in Section 9.2
        of
        the Merger Agreement.

       

      9.    All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed given if given by hand or delivered by nationally recognized
        overnight carrier, or if given by telecopier and confirmed by mail (registered
        or certified mail, postage prepaid, return receipt requested), to the respective
        parties as follows:

       

      (a)    If
        to YP
        or the Representative, at the respective addresses as specified in Section
        9.2
        of the Merger Agreement.

       

      (b)    If
        to the
        Escrow Agent, to it at:

       

      Thomas
        Title & Escrow, LLC

      14500
        North Northsight Boulevard, Suite 133

      Scottsdale,
        Arizona 85260

      Attn:
        Escrow Department

      Facsimile
        No.: (480) 222.1117

      Telephone
        No.: (480) 222.1116

       

      or
        to
        such other person or address as any of the parties hereto shall specify by
        notice in writing to all the other parties hereto.

       

      10.    (a)   If
        this
        Agreement requires a party to deliver any notice or other document, and such
        party refuses to do so, the matter shall be resolved in the same manner as
        provided in Section 9.3 of the Merger Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (b)    All
        notices delivered to the Escrow Agent shall refer to the provision of this
        Agreement under which such notice is being delivered and, if applicable,
        shall
        clearly specify the aggregate dollar amount due and payable to YP.

       

      (c)    This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original instrument and all of which together shall constitute
        a
        single agreement.

       

      [SIGNATURE
        PAGE FOLLOWS]


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      ESCROW
        AGREEMENT

       

      SIGNATURE
        PAGE

       

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

       

      
        	 	
                YP:

              
	 	 
	 	
                YP,
                  a Nevada corporation

              
	 	 
	 	 /s/
                Daniel L. Coury, Sr.
	 	
                By:
                  Daniel L. Coury, Sr.

                Its:
                  Chief Executive Officer

              
	 	 
	 	
                ESCROW
                  AGENT:

              
	 	 
	 	
                Thomas
                  Title & Escrow

              
	 	 
	 	/s/
                Diane F. Carpenter
	 	
                By:
                  Diane F. Carpenter

                Its:
                  Vice President

              
	 	 
	 	
                REPRESENTATIVE:

              
	 	 
	 	 /s/
Rajesh
                Navar
	 	
                Rajesh
                  Navar

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        I

      


      Escrow
        Agent Fees

       

      Extra
        fees apply for custom reports according to Escrow Agent’s fee schedule.