EXHIBIT10.28C**SECOND AMENDMENT TO OFFICE LEASE**     This SECOND AMENDMENT TO OFFICE LEASE (this **“Second Amendment”)**is entered into as of the7th day of December, 2005 (the **“Effective Date”),**by and between SEAVIEW PFG, LLC, a Delawarelimited liability company **(“Landlord”),**and WEBSIDESTORY, INC., a California corporation**(“Tenant”),**with reference to the following facts:**RECITALS**     A. Landlord’s predecessor-in-interest, LNR Seaview, Inc., a California corporation(**“LNR”**) and Tenant previously entered into that certain Office Lease dated as of August 23,1999 (the **“Original Lease”**), whereby Tenant leased certain office space **(“Premises”)**in theBuilding located at 10182 Telesis Court, San Diego, California 92121 (the **“Building”)**alsoknown as Seaview Corporate Center, as the same is more particularly described in the OriginalLease.     B. LNR and Tenant also previously entered into that certain First Amendment toLease (the **“First Amendment”)**dated as of July 3, 2001 amending certain terms of the Lease.The Original Lease and First Amendment are hereinafter collectively referred to as the**“Lease.”**     C. LNR’s interest as landlord under the Lease was previously assigned to Landlordby that certain Assignment of Leases dated April 17, 2002.     D. Landlord and Tenant now desire to extend the term of the Lease and to furtheramend certain provisions of the Lease upon the terms set forth herein.     E. Terms used herein beginning with capital letters and not otherwise defined hereinshall have the meanings given to them in the Lease.**AGREEMENT**     NOW, THEREFORE, for and in consideration of the covenants and agreements herein contained andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Landlord and Tenant hereby agree, effective as of the Effective Date, as follows:     **1. ****Premises.** Landlord and Tenant hereby acknowledge and agree that the Premisesconsists of 61,211 rentable square feet and 57,549 useable square feet located on the forth,fifth and sixth floors of the Building.     **2. ****Term.** Section 1.6 of the Summary is hereby amended to provide for anExtended Term (the **“Extended Term”)**of an additional seventy two (72) months with theExtended Term commencing on February 1, 2007 and ending on January 31, 2013.     **3. ****Monthly Basic Rent.** Section 1.8 of the Summary is hereby amended to add thefollowing schedule of Monthly Basic Rent
 

 
     **Extension Period**  **Years/Months** **Monthly Basic Rent**2/1/07-1/31/08 $146,906.40 2/1/08-1/31/09 $151,313.59 2/1/09-1/31/10 $155,853.00 2/1/10-1/31/11 $160,528.59 2/1/11-1/31/12 $165,344.45 2/1/12-1/31/13 $170,304.78      **4. ****BaseYear.** Section 1.10 of the Summary is hereby amended to providethat during the Extension Period, the Base Year shall be the calendar year 2005.     **5. ****TenantImprovement Allowance.** As of the Effective Date, and for a period oftwelve (12) months following the first day of the first month thereafter, Tenant shall beentitled to a tenant changes allowance (the **“Tenant Changes Allowance”)**of up to TEN DOLLARS($10.00) per useable square foot of the Premises for a total maximum Tenant ChangesAllowance of Five Hundred Seventy Five Thousand Four Hundred Dollars ($575,400.00) forTenant’s use in making Tenant Changes, as that term is defined in Section 12 of the Lease, tothe Premises. Alternatively, Landlord will allow Tenant to apply up to Eight Dollars ($8.00) peruseable square foot of the Premises ($460,320.00) to offset **(“Rent Offset”)**Monthly Basic Rentduring the twelve month period commencing on the first day of the first month following theEffective Date. No later than sixty (60) days after the Effective Date, Tenant shall giveLandlordwritten notice of its election to use either the Tenant Changes Allowance to effect TenantChanges to the Premises or the Rent Offset to offset Monthly Basic Rent or a combination ofboth on a per square foot basis. For example, Tenant may elect to use $250,000 of TenantChanges Allowance and $325,400 of Rent Offset. In the event and to the extent that Tenantelects to utilize the Tenant Changes Allowance, the provisions of Section 12 of the Leaseshall apply to all such Tenant Changes completed within the aforementioned twelve (12) month periodand the provisions of **Exhibit “C”**, Work Letter Agreement, shall apply to the disbursement ofthe Tenant Changes Allowance just if such Tenant Change Allowance were in fact the TenantImprovements Allowance under **Exhibit “C”**. In the event and to the extent that Tenant fails toutilize the Tenant Changes Allowance or notify Landlord of its intent to apply the Rent Offsetas provided in this Second Amendment, then and in such event, the Tenant will be deemed to haveelected the Rent Offset and will be entitled to the Rent Offset described in this paragraph.     **6. ****OptionTerm.** Landlord and Tenant acknowledge and agree that the ExtendedTerm provided by this Second Amendment constitutes the exercise of the first of the twooptions for the extension of the Lease as provided for in Section 36 of the Lease and that the Leaseis hereby extended according to the terms set forth in this SecondAmendment.     **7. ****Proposition13 Protection.** Landlord and Tenant acknowledge and agree thatthis Second Amendment constitutes the exercise of the first of the two option periods providedfor in Section 36 of the Lease, and as such, the provisions of Section 4.6 of the Lease are nolonger applicable to the Lease. Accordingly, Section 4.6 of the Lease is hereby deleted in itsentirety and is of no further force or effect.
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     **8. ****NoFurther Modification.** Except as set forth in this Second Amendment, allof the terms and provisions of the Lease shall remain unmodified and in full force and effect.Effective as of the Effective Date, all references to the “Lease” shall refer to the Lease asmodified by this Second Amendment.     **9. ****Ratification;Controlling Effect.** The Lease, as amended by this SecondAmendment, is hereby ratified by Landlord and Tenant, and Landlord and Tenant hereby agreethat the Lease, as so amended, shall continue in full force and effect. In the event of anyconflict between the terms of this Second Amendment and the provisions of the Original Lease aspreviously amended, the terms of this Second Amendment shall control.     **10. ****TenantChanges Allowance and/or Rent Offset.** The amount of the TenantChanges Allowance and/or the amount of any Rent Offset actually used by Tenant shall bedeemed added to Section 23.2(d) of the Lease and included in the list of amounts necessary tocompensate Landlord for any detriment proximately caused by any default of Tenant, as furtherdescribed therein.     **11. ****AddressChange.** Tenant acknowledges and agrees that the address of Landlordfor notice under the Lease is the following:     SEAVIEW PFG, LLC  c/o The Shidler Group  10188 Telesis Court, Suite 222   San Diego, CA 92121  Attn: Mr. Matthew J. Root     12. **Miscellaneous.**          **(a) Voluntary Agreement.**The parties have read this Second Amendmentand on the advice of counsel they have freely and voluntarily enteredinto this SecondAmendment.          **(b) Successors.** This Second Amendment shall be binding on and inure to thebenefit of the parties and their successors.          **(c) Counterparts.**This Second Amendment may be signed in two or morecounterparts. When at least one such counterpart has been signed by each party, this SecondAmendment shall be deemed to have been fully executed, each counterpart shall be deemed to bean original, and all counterparts shall be deemed to be one and the same agreement.
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     **INWITNESS WHEREOF,** this Second Amendment has been entered into as ofthe date first set forth above.          **“Landlord”** SEAVIEW PFG, LLC,  a Delaware limited liability company           By: Principal Real Estate Investors, LLC,    a Delaware limited liability company,    its authorized signatory             By: /s/ Troy A. Koersolmes             Name: Troy A. Koersolmes               Its: Investment Director Asset Management                      By: /s/ Douglas A. Kintzle             Name: Douglas A. Kintzle               Its: Assistant Managing Director