ONE VIPER WAY SECOND AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT SINGLE TENANT ? NET

Exhibit 10.28

ONE VIPER WAY
SECOND AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT
SINGLE TENANT — NET

     This Second Amendment to Industrial/Commercial Lease Agreement Multi Tenant — Net (" Second Amendment ") is entered into and made effective this 31st day of March, 2006, between GREENE PROPERTIES, INC., a California corporation (" Landlord ") and DIRECTED ELECTRONICS, INC., a California corporation (" Tenant ") with reference to the following facts:

RECITALS

     A. Landlord and Tenant entered into that certain Industrial/Commercial Lease Agreement Multi Tenant — Net dated July 14, 2003, and that certain First Amendment to Industrial/Commercial Lease Agreement Multi Tenant — Net dated September 8, 2004 (collectively, the " Lease "). The Lease will expire on December 31, 2013.

     B. Landlord and Tenant desire to further amend the Lease as set forth hereinbelow.

     C. All capitalized terms used in this Second Amendment unless specifically defined herein shall have the same meaning as the capitalized terms used in the Lease.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are expressly acknowledged, Landlord and Tenant agree as follows:

AGREEMENT

     1.  Title . The title to the Lease is hereby amended to be:

         INDUSTRIAL/COMMERCIAL LEASE AGREEMENT

         SINGLE TENENT-NET

         (One Viper Way)

     2.  Term . The Term of the Lease is hereby extended until December 31, 2016. Tenant shall have one (1) Extension Option in accordance with the Addendum to Lease provided, however, that Tenant may not deliver the Exercise Notice before December 31, 2015.

     3.  Premises . Following Landlord and Tenant’s mutual execution of this Second Amendment Landlord, at its sole cost and expense including design fees, permit fees, material costs and construction costs, shall cause the Building to be expanded in accordance with the "Expansion Plans & Tenant Improvements" prepared by Howard Anderson & Associates dated March 13, 2006, consisting of sheet nos. 1-44, which plans Landlord and Tenant have heretofore approved (the " Second Expansion Area "). The Second Expansion Area is generally depicted on Exhibit "B" attached hereto and labeled Expansion Areas 1, 2, 3 & 4.

1

     4.  Base Rent . On the date Landlord substantially completes the Second Expansion Area as reasonably determined by Landlord’s architect (the " Second Expansion Date "), monthly Base Rent due under the Lease shall be payable in accordance with the following schedule: