**Exhibit 10.19**

**WebsenseBoard of Directors   January 23, 20072007 Meeting Fees**

 
| ** **                                           | ** ** | ** ** |   | **Meeting**                                           |   | **In Person  Attendance** |   | **Telephonic  Meeting** |   |
|------------------------------------------------------|------------|------------|--------|-------------------------------------------------------|--------|--------------------------------|--------|-------------------------|--------|
| **Base Fee  for Mtgs.**                              | ** ** | **(O)**    |   | Board of Directors -  Chairman                        |   | $                              | 5,000  |                    | $      | 1,500 |   |
| ** **                                           | ** ** | **(A)**    |   | Board of Directors -  Member                          |   | $                              | 3,000  |                    | $      | 1,000 |   |
| **Additional Fees  Based on  Committee  Membership** | ** ** | **(B)**    |   | Audit Committee  Chairman                             |   | $                              | 3,500  |                    | $      | 2,000 |   |
| ** **                                           | ** ** | **(C)**    |   | Audit Committee  (non-chairman)                       |   | $                              | 1,500  |                    | $      | 1,000 |   |
| ** **                                           | ** ** | **(D)**    |   | Compensation Committee  Chairman                      |   | $                              | 2,000  |                    | $      | 1,000 |   |
| ** **                                           | ** ** | **(E)**    |   | Compensation Committee  (non-chairman)                |   | $                              | 1,000  |                    | $      | 500 |   |
| ** **                                           | ** ** | **(F)**    |   | Nominating and  Governance Committee Chairman         |   | $                              | 1,000  |                    | $      | 500 |   |
| ** **                                           | ** ** | **(G)**    |   | Nominating and  Governance Committee (non-chairman)   |   | $                              | — |                    | $      | — |   |
| ** **                                           | ** ** | **(H)**    |   | Special project ad hoc  committees                    |   | $                              | 500    |                    | — |   |
| ** **                                           | ** ** | **(I)**    |   | Chairman of the Board attending any committee meeting |   | $                              | 1,000  |                    | $      | 1,000 |   |

 

**Examples:**

**Qtr.Board Meeting with each Committee meeting being held in person.**

Chairman of theBoard = O + (I x 3) = $5,000 + ($1,000 x 3) = $8,000

Chair of AuditCommittee = A + B = $3,000 + $3,500 = $6,500

Chair of CompCommittee = A + D = $3,000 + $2,000 = $5,000

Audit CommitteeMember = A + C = $3,000 + $1,500 = $4,500

Comp CommitteeMember = A + E = $3,000 + $1,000 = $4,000

Governance &Nominating Committee consists of same members as Audit Committee.

Chair ofGovernance & Nominating Committee = A + F = $3,000 + $1,000 = $4,000

**TelephonicMeetings for Corporate Board issues; Audit Committee issues; CompensationCommittee issues; or Governance/Nominating issues.**

Phone BoardMeeting - Chairman of the Board = $1,500

Phone BoardMeeting pays all Directors for the meeting A = $1,000 If additional Committeemeetings are held, at this time, add additional “Via Phone” fees for each typemeeting.

Phone AuditCommittee Meeting ONLY pays the Audit Comm Chairman = B = $2,000 and paysCommittee members C only = $1,000

Phone CompensationCommittee Meeting ONLY pays the Comp Comm Chairman = D = $1,000, and paysCommittee members E only = $500

Phone Governance& Nominating Committee Meeting ONLY pays the Comm Chairman = F = $500, and doesnot pay the Committee members

Phone CommitteeMeeting (Any Committee) - Chairman of the Board = $1,000

 

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