EXHIBIT 10.17


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


      This amended and restated  employment  agreement (the "Agreement") is made
and entered into effective as of October 1, 2007 (the "Effective  Date"), by and
between  Gerald W. Rice  ("Employee")  and Notify  Technology  Corporation  (the
"Company").

                                    RECITALS

      A. The Company  desires to retain the services of  Employee,  and Employee
desires to be employed by the Company,  on the terms and conditions set forth in
this Agreement.

      B. Certain  capitalized terms used in the Agreement are defined in Section
8 below.

      In  consideration  of  the  mutual  covenants  herein  contained,  and  in
consideration  of the  continuing  employment  of Employee by the  Company,  the
parties agree as follows:

      1. Duties and Scope of Employment.

            (a) Position.  The Company shall employ  Employee in the position of
Chief Financial Officer, with such duties,  responsibilities and compensation as
in effect as of the Effective Date; provided,  however, that the Company's Board
of Directors  (the "Board")  shall have the right,  prior to the occurrence of a
Change of Control, to revise such responsibilities and compensation from time to
time as the Board may deem necessary of appropriate.

            (b) Obligations. Employee shall devote his full business efforts and
time to the Company and its  subsidiaries.  The  foregoing,  however,  shall not
preclude  Employee  from  engaging  in such  activities  and  services as do not
interfere or conflict with his responsibilities to the Company.

      2. At-Will  Employment.  The Company and Employee  acknowledge  Employee's
employment is and shall continue to be at-will, as defined under applicable law.
If  Employee's  employment  terminates  for any  reason,  Employee  shall not be
entitled to any payments,  benefits,  damages, awards or compensation other than
as provided by this  Agreement,  or as may  otherwise be available in accordance
with the Company's  established employee plans and practices or other agreements
with the Company at the time of termination.

      3. Compensation and Benefits.

            (a)  Base   Compensation.   The  Company   shall  pay   Employee  as
compensation for services a base salary at an annualized rate of $185,000.  Such
salary shall be reviewed at least  annually and shall be increased  from time to
time subject to  accomplishment  of such performance and contribution  goals and
objectives  as may be  established  from time to time by the Board.  Such salary
shall be paid periodically in accordance with normal Company payroll. The annual
compensation specified in this Section 3(a), together with any increases in such
compensation  that the Board may grant from time to time, is referred to in this
Agreement as "Base Compensation".
<PAGE>

                                                                   EXHIBIT 10.17


            (b) Bonus.  Beginning with the Company's current fiscal year and for
each fiscal year thereafter during the term of this Agreement, Employee shall be
eligible to receive an annual bonus (the "Bonus") based upon targets approved by
the Board.  The Bonus payable  hereunder shall be payable in accordance with the
Company's normal practices and policies.

            (c) Employee Benefits.  Employee shall be eligible to participate in
the employee benefit plans and employee  compensation programs maintained by the
Company  applicable  to other key employees of the Company,  including  (without
limitation) life, disability, health, accident and other insurance programs, and
paid  vacations,  subject  in each case to the  generally  applicable  terms and
conditions  of the plan or program in question and to the  determination  of any
committee  administering such plan or program. In addition,  all dental expenses
by  Employee  and  Employee's  family  shall be  reimbursed  to  Employee by the
Company.  Employee  shall be eligible for thirty (30) days of Personal  Time Off
(PTO) per year, which shall accrue monthly. In addition,  all expenses regarding
state and federal income tax preparation shall be reimbursed to Employee.

            (d)  Expenses.  The  Company  will  pay or  reimburse  Employee  for
reasonable  travel,  entertainment or other expenses incurred by Employee in the
furtherance  of or in  connection  with the  performance  of  Employee's  duties
hereunder in accordance with the Company's established policies.  Employee shall
furnish  the Company  with the  evidence of such  expenses  within a  reasonable
period of time from the date that they were incurred.

      4. Severance Benefits.

            (a)  Termination  Following  A  Change  of  Control.  If  Employee's
employment  with the  Company  terminates  at any time within  twenty-four  (24)
months after a Change of Control,  then, subject to Section 5, Employee shall be
entitled to receive severance benefits as follows:

                  (i)   Involuntary   Termination.   If  Employee's   employment
terminates as a result of an Involuntary  Termination  (as defined in Section 8)
other than for Cause (as defined in Section 8), then Employee  shall be entitled
to receive (i) a continuation of Employee's Base Compensation for a period equal
to twelve (12) months and (ii) the maximum  amount of  Employee's  Bonus for the
fiscal year in which such  Involuntary  Termination  occurs that could have been
received by Employee had Employee  satisfied  all  conditions  necessary to earn
such maximum amount of the Bonus during the remainder of such fiscal year.
<PAGE>

                                                                   EXHIBIT 10.17


                  (ii) Voluntary Resignation; Termination for Cause. If Employee
voluntarily terminates employment with the Company, other than as a result of an
Involuntary  Termination,  or if Employee is terminated for Cause, then Employee
shall not be entitled to receive  severance or other  benefits  except for those
(if any) as may then be established under the Company's then existing  severance
and benefits plans and policies at the time of such termination.

                  (iii) Disability:  Death. If the Company terminates Employee's
employment as a result of Employee's  Disability,  or such Employee's employment
is  terminated  due to the death of Employee,  then,  except as provided  below,
Employee  shall not be entitled to receive  severance or other  benefits  except
those (if any) as may then be  established  under the  Company's  then  existing
severance  and  benefits  plans  and  policies  at the time of such  Disability.
Notwithstanding the foregoing, if Employee's employment is terminated due to the
death of Employee,  then  Employee  shall be entitled to receive a one-time cash
payment equal to (i) the aggregate amount of Employee's Base  Compensation for a
period equal to twelve (12) months minus (ii) the aggregate amount that Employee
is entitled to receive under the Company-paid life insurance policy.

            (b) Termination Apart from Change of Control. If, during the term of
this Agreement,  Employee's employment with the Company terminates, either prior
to the  occurrence  of a Change of Control or after the  twenty-four  (24) month
period following a Change of Control, then Employee shall be entitled to receive
severance benefits as follows:

                  (i)   Involuntary   Termination.   If  Employee's   employment
terminates as a result of  Involuntary  Termination  other than for Cause,  then
Employee  shall be entitled to receive (i) a  continuation  of  Employee's  Base
Compensation  for a period  equal to twelve  (12)  months  and (ii) the  maximum
amount  of  Employee's  Bonus  for the  fiscal  year in which  such  Involuntary
Termination  occurs  that could have been  received  by  Employee  had  Employee
satisfied  all  conditions  necessary to earn such  maximum  amount of the Bonus
during the remainder of such fiscal year.

                  (ii) Voluntary Resignation; Termination for Cause. If Employee
voluntarily terminates employment with the Company, other than as a result of an
Involuntary  Termination,  or if Employee is terminated for Cause, then Employee
shall not be entitled to receive  severance or other  benefits  except for those
(if any) as may then be established under the Company's then existing  severance
and benefits plans and policies at the time of such termination.

                  (iii) Disability;  Death. If the Company terminates Employee's
employment as a result of Employee's  Disability,  or such Employee's employment
is  terminated  due to the death of Employee,  then,  except as provided  below,
Employee  shall not be entitled to receive  severance or other  benefits  except
those (if any) as may then be  established  under the  Company's  then  existing
severance  and  benefits  plans  and  policies  at the time of such  Disability.
Notwithstanding the foregoing, if Employee's employment is terminated due to the
death of Employee,  then  Employee  shall be entitled to receive a one-time cash
payment equal to (i) the aggregate amount of Employee's Base  Compensation for a
period equal to twelve (12) months minus (ii) the aggregate amount that Employee
is entitled to receive under the Company-paid life insurance policy.
<PAGE>

                                                                   EXHIBIT 10.17


            (c)  Benefits.  In the  event  Employee  is  entitled  to  severance
benefits  pursuant to Section  4(a)(i) or Section  4(b)(i),  then in addition to
such severance benefits, Employee shall receive (i) 100% Company-paid dental and
life insurance coverage as provided to Employee, and Employee's  dependents,  if
applicable, immediately prior to Employee's termination, (ii) reimbursement from
the Company  for all  premium  payments  paid by  Employee  under COBRA  ("COBRA
Payments") for continuing health insurance coverage as provided to Employee, and
Employee's   dependents,   if  applicable,   immediately   prior  to  Employee's
termination (collectively,  the "Company-Paid Coverage"),  provided, however, at
the election of Employee and in lieu of such reimbursements from the Company for
COBRA Payments,  Employee may receive a one-time cash payment equal to the total
amount of the COBRA Payments  Employee would be required to make for twelve (12)
months  following such termination for continuing  health insurance  coverage at
the same coverage level as provided to Employee, and Employee's  dependents,  if
applicable,  immediately prior to Employee's termination, and (iii) outplacement
services for a period of up to six (6) months following Employee's  termination;
provided, however, that the maximum amount of fees and expenses that the Company
shall be  obligated  to pay for such  services  shall  be  $9,000.  Company-Paid
Coverage shall  continue  until the earlier of (i) twelve (12) months  following
termination in the case of a termination described in Section 4(a)(i) or Section
4(b)(i),  or (ii) the date Employee  becomes  covered  under another  employer's
group health,  dental or life  insurance  plan (to the extent covered under such
plans). In addition,  without regard to the reason for termination of Employee's
employment:  (i) the Company  shall pay Employee any unpaid salary and Bonus due
for periods prior to the  Termination  Date; (ii) the Company shall pay Employee
all of Employee's accrued and unused PTO through the Termination Date; and (iii)
following  submission of proper expense  reports by Employee,  the Company shall
reimburse  Employee  for all expenses  reasonably  and  necessarily  incurred by
Employee in connection  with the business of the Company  prior to  termination.
These payments shall be made promptly upon  termination and within the period of
time mandated by law.

            (d) Restricted Stock;  Options. In the event Employee is entitled to
severance  benefits  pursuant  to Section  4(a)(i)  or  Section  4(b)(1) of this
Agreement,  then (i) all  Company  stock  purchased  by  Employee  subject  to a
repurchase  right in favor of the  Company  shall  vest and any such  repurchase
right shall lapse, and (ii) all options to purchase capital stock of the Company
held by Employee at the Termination  Date (the "Options")  shall fully vest upon
the  Termination  Date and Employee shall have the right to exercise the Options
as to all of the shares of  capital  stock  underlying  the  Options,  including
shares of capital stock which would not otherwise be vested or  exercisable,  in
accordance with the terms of the applicable option agreement relating to each of
the Options.
<PAGE>

                                                                   EXHIBIT 10.17


      5.  Limitations  on Payments.  In the event that the  severance  and other
benefits  provided for in this  Agreement  or otherwise  payable to Employee (i)
constitute  "parachute  payments"  with in the  meaning of  Section  280G of the
Internal  Revenue  Code of 1986,  as amended  (the "Code") and (ii) but for this
Section, would be subject to the excise tax imposed by Section 4999 of the Code,
then Employee's  severance benefits under Section 4(a)(i), as applicable,  shall
be payable to the extent such payment,  after taking into account the applicable
federal,  state and local  income  taxes and the excise  tax  imposed by Section
4999,  results in the receipt by Employee on an after-tax basis, of the greatest
amount of severance benefits under Section 4(a)(i),  notwithstanding that all or
some portion of such severance benefits may be taxable under Section 4999 of the
Code.  Unless  the  Company  and  Employee  otherwise  agree  in  writing,   any
determination  required  under  this  Section  shall be made in  writing  by the
Company's independent public accountants (the "Accountant"), whose determination
shall be conclusive  and binding upon Employee and the Company for all purposes.
For the  purposes  of  making  calculation  required  by  this  Section  5,  the
Accountants  may  make  reasonable  assumptions  and  approximations  concerning
applicable  taxes  and may  relay  on  reasonable,  good  faith  interpretations
concerning  the  application  of Sections 280G and 4999 of the Code. The Company
and Employee shall furnish to the Accountants  such information and documents as
the  Accountants may reasonably  request in order to make a determination  under
this Section.  The Company shall bear all costs the  Accountant  may  reasonably
incur in connection with any calculations contemplated by this Section.

      6. Confidential Information.

            (a) Company  Information.  Employee  agrees at all times  during the
term of Employee's  employment and thereafter,  to hold in strictest confidence,
and not to use,  except for the  benefit of the  Company,  or to disclose to any
person,  firm or corporation  without written  authorization  of the Board,  any
Confidential Information of the Company. Employee understands that "Confidential
Information"  means  any  Company  proprietary  information,  trade  secrets  or
know-how,  including,  but not  limited  to,  market  research,  product  plans,
products, services, customer lists and customers (including, but not limited to,
customers of the Company on whom  Employee  will call),  markets,  developments,
marketing,  finances or other business information  disclosed to Employee by the
Company  either  directly or  indirectly  in  writing,  orally or by drawings or
observation  of  parts  or  equipment.   Employee   further   understands   that
Confidential  Information  does not include any of the foregoing  items which is
based on either  Employee's prior knowledge or the experience of Employee or has
become  publicly known and made generally  available  through no wrongful act of
Employee or of others who were under confidentiality  obligations as to the item
or items involved.

            (b) Third Party  Information.  Employee  recognizes that the Company
has  received  and  in  the  future  will  receive  from  third   parties  their
confidential or proprietary  information subject to a duty on the Company's part
to  maintain  the  confidentiality  of such  information  and to use it only for
certain  limited  purposes.  Employee  agrees to hold all such  confidential  or
proprietary  information  in the strictest  confidence and not to disclose it to
any person, firm or corporation or to use it except as necessary in carrying out
Employee's  work for the Company  consistent  with the Company's  agreement with
such third party.
<PAGE>

                                                                   EXHIBIT 10.17


      7. Covenant Not to Solicit.

            (a) Until one year after  termination of Employee's  employment with
the Company for any reason,  Employee agrees that he shall not solicit,  induce,
attempt to hire,  recruit,  encourage,  take away,  or hire any  employee of the
Company or cause an employee to leave his or her employment  either for Employee
or for any other entity or person.

            (b) Employee  represents  that he (i) is familiar with the foregoing
covenant not to solicit,  and (ii) is fully aware of his obligations  hereunder,
including,  without  limitation,  the  reasonableness  of the length of time and
scope of this covenant.

      8. Definition of Terms.  The following terms referred to in this Agreement
shall have the following meanings:

            (a) Change of Control. "Change of Control" shall mean the occurrence
of any of the following events occurring on or after the date hereof:

                  (i) Any "person"  (as such term is used in Sections  13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"))
is or  becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under the
Exchange Act), directly or indirectly, of securities of the Company representing
30% or  more  of the  total  voting  power  represented  by the  Company's  then
outstanding  voting  securities;  provided,  however,  that  an  initial  public
offering of the Company's Common Stock shall not constitute a Change of Control;
or

                  (ii) A change in the composition of the Board occurring within
a two-year  period,  as a result of which fewer than a majority of the directors
are Incumbent Directors.  "Incumbent  Directors" shall mean directors who either
(A) are directors of the Company as of the date hereof,  or (B) are elected,  or
nominated for election,  to the Board with the  affirmative  votes of at least a
majority of the  Incumbent  Directors at the time of such election or nomination
(but  shall not  include  an  individual  whose  election  or  nomination  is in
connection with an actual or threatened  proxy contest  relating to the election
of directors to the Company); or

                  (iii)  The  stockholders  of the  Company  approve a merger or
consolidation of the Company with any other corporation,  other than a merger or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  fifty  percent  (50%) of the  total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding   immediately  after  such  a  merger  or   consolidation,   or  the
stockholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company or an  agreement  for the sale or  disposition  by the Company of all or
substantially all the Company's assets.
<PAGE>

                                                                   EXHIBIT 10.17


            (b) Involuntary Termination.  "Involuntary  Termination" shall mean,
without Employee's express written consent, (i) a substantial reduction, without
good business reasons, of the facilities and perquisites (including office space
and location) available to Employee immediately prior to such reduction;  (ii) a
reduction  by the  Company in the Base  Compensation  of  Employee  as in effect
immediately prior to such reduction, other than a reduction which is part of and
generally  consistent with a general reduction of comparable  employee salaries;
(iii) a  material  reduction  by the  Company  in the kind or level of  employee
benefits to which Employee is entitled  immediately prior to such reduction with
the result that Employee's  overall benefits  package is significantly  reduced,
other than a reduction which is part of and generally  consistent with a general
reduction of  comparable  employee  benefit  packages;  (iv) the  relocation  of
Employee to a facility  or a location  more than 25 miles from  Employee's  then
present location,  without Employee's express written consent; (v) any purported
termination  of  Employee  by the  Company  which  is not  affected  for  death,
Disability or Cause; or (vi) the failure of the Company to obtain the assumption
of this agreement by any successors contemplated in Section 9 below.

            (c) Cause.  "Cause"  shall mean (i) any act of  personal  dishonesty
taken by Employee in  connection  with his  responsibilities  as an employee and
intended to result in  substantial  personal  enrichment  of Employee,  (ii) the
conviction  of a felony which the Board  reasonably  believes had or will have a
material detrimental effect on the Company's reputation or business, and (iii) a
willful  act by  Employee  which  constitutes  gross  misconduct  and  which  is
injurious to the Company.

            (d)  Disability.  "Disability"  shall  mean that  Employee  has been
unable  to  perform  his  duties  under  this  Agreement  as the  result  of his
incapacity due to physical or mental illness,  and such  inability,  at least 26
weeks after its  commencement,  is  determined  to be total and  permanent  by a
physician  selected by the Company or its insurers and acceptable to Employee or
Employee's legal  representative  (such Agreement as to acceptability  not to be
unreasonably  withheld).  Termination  resulting  from  Disability  may  only be
effected  after at least 30 days'  written by the  Company of its  intention  to
terminate  Employee's  employment.  In  the  event  that  Employee  resumes  the
performance of substantially  all of his duties hereunder before the termination
of his employment  becomes  effective,  the notice of intent to terminate  shall
automatically be deemed to have been revoked.

            (e)  Termination  Date.  "Termination  Date"  shall mean (i) if this
Agreement is  terminated by the Company for  Disability,  thirty (30) days after
notice of  termination  is given to Employee  (provided  that Employee shall not
have  returned to the  performance  of  Employee's  duties on a full-time  basis
during such thirty (30) day period), (ii) if Employee's employment is terminated
by the Company for any other reason,  the date on which a notice of  termination
is given or such other date specified in the notice of termination,  or (iii) if
the Agreement is terminated by Employee, the date on which Employee delivers the
notice of termination to the Company.
<PAGE>

                                                                   EXHIBIT 10.17


      9. Successors.

            (a)  Company's  Successors.  Any  successor to the Company  (whether
direct or  indirect  and  whether by  purchase,  lease,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets  shall  assume the  obligations  under this  Agreement  and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such  obligations
in the absence of a succession.  For all purposes under this Agreement, the term
"Company"  shall include any successor to the Company's  business  and/or assets
which executes and delivers the assumption  agreement  described in this Section
or which becomes bound by the terms of this Agreement by operation of law.

            (b)  Employee's  Successors.  The  terms of this  Agreement  and all
rights of Employee  hereunder  shall inure to the benefit of, and be enforceable
by, Employee's  personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees, devisees and legatees.

      10.  Returning  Company  Documents.  Employee  agrees that, at the time of
leaving the employ of the  Company,  Employee  will  deliver to the Company (and
will not keep in Employee's possession,  recreate or deliver to anyone else) any
and  all   devices,   records,   data,   notes,   reports,   proposals,   lists,
correspondence,   specifications,   materials,  equipment,  other  documents  or
property,  or  reproductions of any  aforementioned  items developed by Employee
pursuant to Employee's employment with the Company or otherwise belonging to the
Company, its successors or assigns.

      11. Notice.

            (a) General.  Notices and all other  communications  contemplated by
this  Agreement  shall be in writing and shall be deemed to have been duly given
when personally  delivered or when mailed by U.S.  registered or certified mail,
return receipt  requested and postage prepaid.  In the case of Employee,  mailed
notices  shall be addressed to him at the home  address  which he most  recently
communicated  to the  Company in  writing.  In the case of the  Company,  mailed
notices shall be addressed to its corporate headquarters,  and all notices shall
be delivered to the attention of its Secretary.

            (b) Notice of Termination.  Any termination by the Company for Cause
or by  Employee  as a  result  of a  voluntary  resignation  or  an  Involuntary
Termination  shall be communicated by a notice of termination to the other party
hereto given in accordance with this Section.  Such notice shall  indicate,  the
specific termination provision in this Agreement relied upon, shall be set forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination under the provision so indicated,  and shall specify the termination
date (which shall be not more than 30 days after the giving of such notice). The
failure by  Employee  to include  in the notice any fact or  circumstance  which
contributes to a showing of Involuntary Termination shall not waive any right of
Employee hereunder or preclude Employee from asserting such fact or circumstance
in enforcing his right hereunder.
<PAGE>

                                                                   EXHIBIT 10.17


      12. Mediation; Arbitration.

            (a)  Mediation.  Employee  agrees  that any  dispute or  controversy
arising  out of,  relating  to, or in  connection  with this  Agreement,  or the
interpretation,  validity,  construction,  performance,  breach  or  termination
thereof, shall first be submitted to mediation. The mediation shall be conducted
within 45 days of  either  party  notifying  the  other  party of a  dispute  or
controversy regarding this Agreement or Employee's employment  relationship with
the  Company.  Unless  otherwise  provided  for by law, the Company and Employee
shall each pay half the costs and expenses of the mediation.

            (b) Arbitration.  In the event mediation  pursuant to subsection (a)
above fails,  Employee  agrees that any dispute or  controversy  arising out of,
relating  to, or in  connection  with  this  Agreement,  or the  interpretation,
validity,  construction,  or breach thereof, shall be finally settled by binding
arbitration to be held in San Jose,  California under the National Rules for the
Resolution of Employment  Disputes  supplemented by the Supplemental  Procedures
for Large Complex Disputes,  of the American Arbitration  Association as then in
effect (the "Rules").  The arbitrator may grant  injunctions or other  equitable
relief in such dispute or controversy.  The decision of the arbitrator  shall be
final, conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having jurisdiction.

            (c) The  arbitrator(s)  shall apply  California law to the merits of
any  dispute or claim,  without  reference  to rules of  conflicts  of law.  The
arbitration proceedings shall be governed by the Rules.

            (d) Unless  otherwise  provided for by law, the Company and Employee
shall each pay half of the costs and expenses of such arbitration.

            (e) The  arbitrator  shall be selected as follows:  in the event the
Company and Employee agree on one arbitrator, the arbitration shall be conducted
by such  arbitrator.  In the event the Company and Employee do not do agree, the
Company and Employee shall each select one independent, qualified arbitrator and
the two arbitrators so selected shall select the third  arbitrator.  The Company
reserves the right to object to any individual  arbitrator who shall be employed
by or affiliated with a competing organization.
<PAGE>

                                                                   EXHIBIT 10.17


            (f) At the request of either party,  arbitration proceedings will be
conducted  in the utmost  secrecy;  in such case all  documents,  testimony  and
records shall be received,  heard and  maintained by the  arbitrators in secrecy
under seal,  available  for the  inspection  only of the Company or Employee and
their  respective  attorneys  and their  respective  experts  who shall agree in
advance and in writing to receive  all such  information  confidentially  and to
maintain  such  information  in secrecy  until  such  information  shall  become
generally known.

            (g) The decree or judgment of an award  rendered by the  arbitrators
maybe entered in any court having jurisdiction thereof.

            (h) Reasonable  notice of the time and place of arbitration shall be
given to all persons,  other than the  parties,  as shall be required by law, in
which case such persons or those authorized representatives shall have the right
to attend and/or  participate in all the arbitration  hearings in such manner as
the law shall require.

            (i) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION,  WHICH DISCUSSES
ARBITRATION.  EMPLOYEE  UNDERSTANDS  THAT BY SIGNING  THIS  AGREEMENT,  EMPLOYEE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF,  RELATING TO, OR IN CONNECTION  WITH
THIS EMPLOYMENT AGREEMENT,  OR THE INTERPRETATION,  VALIDITY,  CONSTRUCTION,  OR
BREACH  THEREOF  TO  BINDING  ARBITRATION,  AND  THAT  THIS  ARBITRATION  CLAUSE
CONSTITUTES  A WAIVER OF  EMPLOYEE'S  RIGHT TO A JURY  TRIAL AS TO THESE  ISSUES
ONLY.

      13. Miscellaneous Provisions.

            (a) No Duty to Mitigate.  Employee shall not be required to mitigate
the amount of any payment  contemplated  by this  Agreement,  nor shall any such
payment be reduced by any  earnings  that  Employee  may receive  from any other
source.

            (b) Waiver. No provision of this Agreement shall be modified, waived
or  discharged  unless the  modification,  waiver or  discharge  is agreed to in
writing  and signed by  Employee  and by an  authorized  officer of the  Company
(other  than  Employee).  No  waiver  by either  party of any  breach  of, or of
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other  condition or provision or of the same
condition or provision at another time.

            (c) Whole Agreement. No agreements, representation or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this  Agreement have been made or entered into by either party with
respect to the subject matter hereof.
<PAGE>

                                                                   EXHIBIT 10.17


            (d) Choice of Law. The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
California.

            (e)  Severability.   The  invalidity  or   unenforceability  of  any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

            (f) No Assignment of Benefits.  The rights of any person to payments
or  benefits  under  this  Agreement  shall  not be made  subject  to  option or
assignment,  either by voluntary or  involuntary  assignment  or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this Section shall be void.

            (g) Employment  Taxes.  All payments made pursuant to this Agreement
will be subject to withholding of applicable income and employment taxes.

            (h)  Assignment by Company.  The Company may assign its rights under
this  Agreement to an  affiliate,  and an affiliate  may assign its rights under
this agreement to another affiliate of the Company or to the Company;  provided,
however,  that no  assignment  shall be made if the net worth of the assignee is
less than the net worth of the  Company  at the time of the  assignment.  In the
event of any such assignment,  the term "Company" when used in a section of this
Agreement shall mean the corporation that actually employs Employee.

            (i)  Amendments.  This Agreement shall not be changed or modified in
whole or in part except by an instrument in writing signed by each party hereto.

            (j)  Counterparts.  This Agreement may be executed in  counterparts,
each of which  shall be  deemed  an  original,  but all of which  together  will
constitute one and the same instrument.

            (k)  Effect  of  Headings.  The  section  headings  herein  are  for
convenience only and shall not affect the construction or interpretation of this
Agreement.

            (l) Restatement of Prior Agreement.  The parties hereto  acknowledge
that this  Agreement  amends and  restates  that  certain  Employment  Agreement
between the Company  and  Employee  dated as of August 1, 1997 and as amended on
February 23, 2000, June 29, 2001,  October 11, 2001,  April 21, 2003 and July 6,
2004.

                                     ******
<PAGE>

                                                                   EXHIBIT 10.17


      IN WITNESS  WHEREOF,  each of the parties has executed this Agreement,  in
the case of the Company by its duly authorized  officer,  as of the day and year
first above written.


COMPANY                                    NOTIFY TECHNOLOGY CORPORATION


                                           By:    /s/ David Brewer
                                                  ------------------------------
                                           Title: Director
                                                  ------------------------------
                                           Date:  October 30, 2007
                                                  ------------------------------


EMPLOYEE                                   /s/ Gerald W. Rice
                                           -------------------------------------
                                           Gerald W. Rice

                                           Date:  October 30, 2007
                                                  ------------------------------