**Exhibit 10.23****Stock Repurchase Plan Pursuant to SEC Rule 10b-18**1. Corporation Purchasing: Keynote Systems Inc          .2 Amount of total repurchase: As per chart below.   **Trading Requirements** (Amount/Price/Date). a) Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stockin accordance with the formula set forth below on each even day of the month (e.g., 2,4, 6, 8, 10, 12, 14, 16, 18, 20, 22, 24, 26, 28, 30) on which NASDAQ Global Market isopen for trading and the then applicable market price for the Common Stock is a priceof not more than $11.00 per share (the “Price Limitation”). In the event of subsequentstock split or reverse stock split by the Company, the Price Limitation shall also beproportionately adjusted by the stock split ratio at the time the Board of Directors ofthe Company effects such a stock split or reverse stock split.**OR**     Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stock inaccordance with the formula set forth below on each even day (e.g., 2, 4, 6, 8, 10, 12,14, 16, 18, 20, 22, 24, 26, 28, 30) on which NASDAQ National Stock Market is open fortrading and the then applicable market price for the Common Stock is as set forth in thefollowing table (the “Price Limitations”) where each Maximum Purchase Amount limitationshall not be exceeded for Purchases between the Minimum Price and the Maximum Price, andeach Maximum Purchase Amount shall be treated as an independent instruction:         Minimum Maximum MaximumPrice Price Amount  $11.00  1,000,000 shares b) Broker shall purchase up to 1,000,000 shares of Common Stock on the NASDAQGlobal Market or in block purchases as defined in Rule 10b-18 subject to (i) the PriceLimitation, (ii) the termination provisions for this Instruction as set forth inSection 2 below, and (iii) any other limitations as set forth in this Instruction.  c) Notwithstanding the foregoing, the total number of shares of Common Stock to bepurchased on any day shall not exceed either 10,000 shares per day (not including theallowable for cumulative catch up on days where less than 10,000 shares were purchased)or the then applicable volume limitation of Rule 10b-18 under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Broker agrees to provide confirmationsof any purchases hereunder promptly.2. **Effective Date/Termination.** The Instruction shall become effective on February 1,2007 and shall terminate upon the earlier of: a) December 31, 2007  b) Such time as the aggregate number of shares of Common Stock purchased underthis Instruction equals 1,000,000 shares;
 

 
 c) Upon receipt of written notice from the Issuer requesting the termination ofthe Instruction; or  d) Any time any trade contemplated hereunder shall result in a violation of, oradverse change consequences under, applicable securities laws.3. Commission to Craig-Hallum Capital Group: $.03 cents per share purchased and no other feeswill be assessed.4. Persons at Corporation authorized to give trading direction:Umang Gupta and/or Andrew Hamer(completed corporate resolution form should be attached)5. Persons at corporation to contact for settlement: Andrew Lee (Andrew.lee@keynote.com,650-403-3280), John Kim (John.Kim@keynote.com, 650-403-3431) and My Tran (My.Tran@keynote.com,650-403-3356)6. Corporation understands that pursuant to SEC Rule 10b-18: a. It may only effect transactions through a single broker dealer on any givenday.  b. It may not have the opening transaction on a consolidated quote systemon any day.  c. It may not purchase within either ten minutes or thirty minutes of thescheduled close of trading on the Corporation’s principal exchange as determined by theCorporation’s ADTV and Public Float.         30 minutes before ADTV < $1 million Public Float < $150 million10 minutes before ADTV 3 $1 million Public Float 3 $150 million d. It may not purchase within one—half hour of the termination of theperiod in which last sale prices are reported on the consolidated tape if the purchaseis made off NASDAQ.  e. Its bid may not exceed the greater of the highest independent bid orthe last independent transaction price, quoted or reported in the consolidated system.  f. It must limit its purchases (other than block* purchases) to an amount each daythat does not exceed 25% of the average daily trading volume reported on theconsolidated tape for the four weeks preceding the week of the bid or purchase.
 

 
 g. It will notify its affiliates (persons that directly or indirectly control, arecontrolled by or are under common control with the corporation) that if any affiliatethemselves wish to purchase shares of the Corporation on a day when the Corporation ispurchasing through Craig-Hallum, the affiliates also must use Craig-Hallum that day fortheir purchases.  h. If Corporation’s purchases may be material in relation to the number ofoutstanding shares or the daily trading volume, it should consult with SEC counsel andconsider issuing a press release announcing the size of the authorized repurchaseprogram.Corporation understands that it is responsible for complying with the requirements of SEC Rule10b-18 and its responsibility to file all required forms with the SEC to report any purchases ofits stock, provided, however, that Craig-Hallum shall not effect any trade that would cause theCorporation to violate SEC Rule 10b-18 (assuming the Corporation has otherwise complied with theabove covenants).Trade confirmation will be sent by fax to the Corporation the day of the trade or no later than thefollowing day. Corporation understands that it is responsible to settle promptly (within threebusiness days of trade date) by wire or check, any purchases made on its behalf throughCraig-Hallum.Corporation understands that orders to purchase (including daily limits), to stop purchasing, or tochange order parameters, must be telephoned by Corporation to Joe Geelan or Mike Qualen atCraig-Hallum (612-334-2889).Corporation agrees to the above listed requirements for SEC Rule 10b-18 purchases throughCraig-Hallum Capital Group LLC.Keynote Systems Inc.        By: /s/ Andrew Hamer  By: /s/ Patricia BartholomewIts:  Chief Financial Officer     Its:  Managing Partner * A block purchase that is excluded from the volume limitations is a quantity of stock thateither (i) has a purchase price of $200,000 or more or (ii) is at least 5,000 shares with apurchase price of at least $50,000 or (iii) is at least 20 round lots and totals 150% or more ofthe average daily trading volume. Block purchases excluded from the volume limitations do notinclude amounts that a dealer has accumulated for purposes of selling to the issuer or which adealer has sold short to the issuer. An issuer is limited to one block purchase each week and suchpurchase cannot be on the same day as other non-block purchases.