EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.9

EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement (the “ Agreement ”) is made as of the 1st day of July  , 2005 (the “ Effective Date ”), by and between Smith Micro Software, Inc., a Delaware corporation (the “ SMSI ”) and Jonathan Kahn (“ Executive ”), an individual residing in California.

     WHEREAS, SMSI is in need of an executive with significant experience in operating a software business to develop and sell utility and security software programs; and

     WHEREAS, Executive has experience in such fields; and

     WHEREAS, SMSI wishes to engage Executive to serve as a Sr. Vice President of SMSI,

     NOW THEREFORE, in consideration of the premises and the covenants contained herein, the parties hereby agree as follows:

1. DUTIES AND POSITION . During the term of this Agreement, Executive agrees to be employed by and to serve SMSI as a Senior Vice President. SMSI agrees to employ and retain Executive in such capacity and Executive accepts and agrees to such employment, subject to the general supervision, advice and direction of the President of SMSI. Executive shall perform such duties as are customarily performed by an executive in a similar position. Executive’s reasonable attention to personal investments and other business matters shall not be deemed to be a violation of this Agreement.

2. TERM OF EMPLOYMENT .

     2.1. Term of Employment . This Agreement shall be effective as of the date first set forth above and shall continue for a period of three (3) years (the “ Term ”), unless sooner terminated pursuant to the provisions set forth herein.

     2.2. Place of Performance . Executive shall be based at the principal business offices of Allume Systems, Inc., which are currently located at 245 Westridge Dr., Watsonville, CA 95076 (the “Principle Place of Performance”).

3. SALARY, BENEFITS AND BONUS COMPENSATION .

     3.1. Salary . As payment for the services to be rendered by Executive as provided in Section 1 and subject to the terms and conditions of Section 4, SMSI agrees to pay to Executive a salary equal to no less than two hundred thousand dollars ($200,000) per year, payable in such equal increments which are in accordance with the SMSI’s regular payroll practices then in effect (as may be adjusted from time to time, the “ Base Salary ”). Executive’s salary shall be reviewed by SMSI’s Board of Directors in accordance with SMSI policies, and Executive shall be eligible for increases in salary and benefits as determined by SMSI’s Board of Directors their sole discretion. In no event shall Executive’s salary be reduced below the Base Salary except with

Executive’s consent which may be withheld in Executive’s sole discretion, and except as part of a salary reduction applicable to all senior management of SMSI.

     3.2. Bonuses . Executive shall receive a discretionary bonuses as determined by SMSI’s Board of Directors, in accordance with SMSI’s standard bonus policies and equal to or greater than the bonuses awarded to other similar employees of SMSI and its subsidiaries for similar performance.

     3.3. Employee Benefits . Executive shall be eligible to participate in all benefit plans generally available to employees who are executives of SMSI including health, dental, life insurance, retirement, disability, stock and bonus compensation programs.

     3.4. Expenses . SMSI will pay, or reimburse the Executive for, all ordinary and reasonable out-of-pocket business expenses incurred by Executive in connection with his performance of services hereunder in accordance with SMSI’s expense authorization and approval procedures then in effect upon presentation to SMSI of an itemized account and written proof of such expenses.

     3.5. Options . Executive shall receive a grant of incentive stock options to purchase 150,000 shares of SMSI’s Common Stock at the market value of such stock on the date on which the 2005 Incentive Stock Option Plan is ratified by SMSI shareholders, and which options shall vest twenty five (25%) percent after six (6) months and the remainder monthly over the two year period commencing upon the date of plan ratification. Executive’s incentive stock options shall be part of SMSI’s 2005 Incentive Stock Option Plan.

4. TERMINATION .

Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

          (a) “ Termination For Cause ” shall mean termination by SMSI of Executive’s employment by SMSI for reasons of Executive’s conviction of, or plea of “guilty” or “no contest” to, a felony involving moral turpitude, persistent dishonesty or fraud, persistent willful breaches of the material terms of this Agreement, or willful neglect of the duties which he is required to perform hereunder. No act or failure to act by Employee shall be deemed to be “willful” unless done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of SMSI.

          (b) “ Termination Other Than For Cause ” shall mean termination by SMSI of Executive’s employment by SMSI (other than a Termination For Cause, Disability, or Death) and shall include a substantial, non-voluntary change in the duties required of Executive, or moving the principal Place of Performance more than one hundred (100) miles from its current location.

          (c) “ Voluntary Termination ” shall mean termination of Executive’s employment with SMSI by action of Executive (other than termination by reason of Executive’s disability or death as described in Sections 4.4 and 4.5).

     4.2. Termination For Cause .

          (a) Termination For Cause may be effected by SMSI at any time during the Term and shall be effected by notice to Executive.

          (b) Upon Termination For Cause, Executive immediately shall be paid any accrued salary, any bonus compensation to the extent earned, any vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plan of SMSI in which Executive is a participant to the full extent of Executive’s rights under such plans, any accrued vacation pay and any appropriate business expenses incurred by Executive in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation; provided that, any of Employee’s options in SMSI which at such time were vested, shall remain vested.

     4.3. Termination Other Than For Cause.

          (a) Notwithstanding anything else in this Agreement, SMSI may effect a Termination Other Than For Cause, Disability, Death, or Voluntary Termination at any time by written notice to Executive of such termination.

          (b) Upon any Termination Other Than For Cause, Executive shall be paid any accrued salary, any bonus compensation to the extent earned, any deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any accrued vacation pay and any appropriate business expenses incurred by Executive in connection with his duties hereunder, all to the date of termination, and any severance compensation provided in Section 5, but Executive shall be entitled to no other compensation or reimbursement of any kind. In addition, Executive shall continue to participate in all medical, health and life insurance plans and the other benefits provided