Exhibit 10.28

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.  CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Amended and Restated

Google Services Agreement

This Amended and Restated Google Services Agreement (“ GSA ”) is entered into by and between Google Inc. (“ Google ”) and Miva, Inc. , a corporation formed under the laws of Delaware (“ Customer ”).  This GSA shall be effective as of January 1, 2009 (“ GSA Effective Date ”) and hereby amends and restates the Google Services Agreement between Google and Customer dated December 27, 2006. Each Order Form (as defined below) shall be governed by this GSA and shall become effective on January 1, 2009 (“ Order Form Effective Date ”). This GSA and the corresponding individual Order Form into which this GSA is incorporated together constitute the “ Agreement ”.

1   DEFINED TERMS .   The following capitalized terms shall have the meanings set forth below.  Capitalized terms used but not defined in this GSA shall have the meanings stated in the Order Form.

1.1      “ Beta Features ” are those features of the Services which are identified by Google as beta or unsupported in Google’s then current technical documentation.

1.2      “ Brand Features ” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

1.3      “ Customer Content ” means any editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site(s) or Customer Client Application(s) and that is not provided by Google.

1.4      “ Destination Page ” means any Web page which may be accessed by clicking on any portion of an Advertising Result and/or Search Result.

1.5      “ Google Protocol ” means Google’s then current protocol for accessing and implementing the Services.

1.6      “ Intellectual Property Rights ” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1.7      “ Order Form ” means the individual Google Services Agreement Order Form executed by both Customer and Google and into which this GSA has been incorporated by reference as provided therein.  Each Order Form (as it may be amended from time to time) into which this GSA may be incorporated will be considered a separate agreement from any other Order Form.  Accordingly, for purposes of interpretation of any specific order form, “Order Form” shall refer only to that Order Form into which this GSA has been incorporated and which is the subject of interpretation, and not to any other order form into which this GSA may otherwise be incorporated (unless and then only to the extent the parties have expressly provided otherwise).

1.8      “ Services ” means the services ordered by Customer and to be provided by Google pursuant to the Order Form.

2   SERVICES .

Services .   Subject to the terms and conditions of this Agreement, Google will provide Customer, and Customer will procure from Google, the Services for the fees set forth in the Order Form executed by Customer and Google.  ***

2.1     Beta or Unsupported Features .   *** Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of any Services at any time.

3   CUSTOMER OBLIGATIONS .

3.1     Prohibited Actions .   Customer shall not, and shall not allow any third party to:

(a)           edit, modify, truncate, filter or change the order of the information contained in any Search Results and/or Advertising Results (either individually or collectively), including, without limitation, by way of commingling Search Results and/or Advertising Results with non-Google provided search results or advertising;

(b)          frame any Results Page or Destination Page;

(c)           redirect an End User away from the Destination Page, provide a version of the Destination Page different from the page an End User would access by going directly to the Destination Page, intersperse any content between an Advertising Result or Search Result and the corresponding Destination Page or implement any click tracking or other monitoring of Advertising Results or Search Results;

(d)          display any Search Results and/or Advertising Results  in pop-up, pop-under, exit windows, expanding buttons, or animation;

(e)           display any Search Results and/or Advertising Results to any third parties other than End Users;

(f)           minimize, remove or otherwise inhibit the full and complete display of any Results Page (including any Search Results and/or Advertising Results), and the corresponding Destination Pages;

(g)          produce or distribute any software, or permit any of its software to be distributed with software, that prevents the display of ads provided by Google (such as by way of blocking or replacing ads);

(h)          ***;

(i)            transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Services or access thereto (including, but not limited to Search Results and/or Advertising Results, or any part, copy or derivative thereof);

(j)            enter into any arrangement or agreement under which any third party pays Customer fees, Customer pays any third party fees, or either shares in any revenue payments and/or royalties for any Search Results and/or Advertising Results;

(k)           directly or indirectly generate queries, or impressions of or clicks on Search or Advertising Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents);

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

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