Amendment No. 1 to Stock Option Agreement dated as of March 15, 2004



 EXHIBIT 10.20 
  
 AMENDMENT NO. 1 TO 
 STOCK OPTION AGREEMENT 
  
 THIS AMENDMENT NO. 1
(this “Amendment”) to that certain Stock Option Agreement dated March 15, 2004 (the “Option Agreement”) by and between Notify Technology Corporation, a California corporation (the “Company”), and
Michael Ballard (the “Optionee”) relating to the grant of an option to purchase up to 20,000 shares of Common Stock of the Company is entered into effective as of the 14th day of October, 2004 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Option Agreement.

  
 WHEREAS, the Company and Optionee previously
entered into the Option Agreement in connection with the Optionee’s service as a member of the Company’s Board of Directors (the “Board”); 
  
 WHEREAS, effective as of October 14, 2004, the Optionee has resigned as a member of the Board; 
  
 WHEREAS, in consideration of the services provided to the
Company by Optionee, the Board has approved the amendment of the Option Agreement to accelerate the vesting of 8,334 shares subject to the Option that would otherwise be unvested; and 
  
 WHEREAS, the Company and the Optionee now desire to amend the applicable provisions of the Option Agreement to
reflect the new terms and conditions approved by the Board. 
  
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee agree as follows: 
  
 1. Amendment to “Vesting Schedule”. The language that
appears in the paragraph under the heading “Vesting Schedule” in the Option Agreement is hereby amended to provide that as of the Effective Date, in addition to the number of Shares that have vested under the existing vesting schedule set
forth in the Option, 8,334 additional Shares subject to the Option that would otherwise be unvested shall be fully vested and immediately exercisable. The Company and the Optionee acknowledge and agree that as of the Effective Date, and after giving
effect to the acceleration of vesting of 8,334 additional Shares as provided by this Amendment, an aggregate of 20,000 Shares shall be fully vested and immediately exercisable. The Optionee further acknowledges and agrees that the Option is only
exercisable for a period of twenty-four (24) months following the Effective Date (the “Exercise Period”) and that the Company has no obligation to provide a notice to Optionee with respect to the ending of the Exercise Period.

  
 2. No Other Amendments. Except as expressly set forth
in this Amendment, the Option Agreement shall continue in full force and effect, without modification, in accordance with its terms. 
  
 3. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California, without reference to principles of
conflicts of law. 
  
 4. Counterparts; Facsimile. This
Amendment may be executed by facsimile signature and in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 







 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date set forth
above. 
  

			
	OPTIONEE:	 	NOTIFY TECHNOLOGY CORPORATION
		
	         /s/ Michael K. Ballard

	 	         /s/ Gerald W. Rice


	Signature	 	By
		
	         Michael K. Ballard

	 	         Chief Financial Officer


	Print Name	 	Title
		
	         1110 Cripplegate Road

	 	 
	         Potomac, MD 20854

	 	 
	Residence Address	 	 

  
 [Signature Page
to Amendment No. 1 to Stock Option Agreement]