EXHIBIT 10.5

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement” ) is entered into between Franklin Wireless Corp., a Nevada corporation (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise), and David Lee ( “Executive” ) effective as of the 21st day of September, 2009 ( “Effective Date” ).

RECITALS

A.  It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control, whether voluntary or involuntary.  The Board of Directors of the Company (the “Board” ) recognizes that such consideration or concern can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company .

B. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.

C. The Board believes that it is imperative to provide Executive with certain benefits upon a change in control of the Company.  These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Definition.

“Change of Control” for purposes of this Agreement will mean the occurrence of any one or more of the following events: