NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.

    


    COMMON
STOCK PURCHASE WARRANT – CERTIFICATE WC-___

    


    To
Purchase ______ Shares
of Common Stock of

     

    CyberDefender
Corporation

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, _______________ (the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
“Initial Exercise
Date”) and on or prior to the close of business on the third anniversary date of this
Agreement (the “Termination Date”)
but not thereafter, to subscribe for and purchase from CyberDefender
Corporation, a California corporation (the “Company”), ______ shares (the “Warrant Shares”) of
Common Stock, no par value, of the Company (the “Common
Stock”).  The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).  This Warrant is executed and delivered pursuant to that certain
Placement Agent Agreement, dated as of the Initial Exercise Date, between the
Holder and the Company (the “Placement Agent Agreement”).

     

    
      	
              Section
      1.

            	
              [Intentionally
      Omitted]

            


    

     

    Section
2.             Exercise.

     

    
      	
               
      

            	
              a)

            	
              Exercise of
      Warrant.  Subject to the foregoing vesting provisions,
      exercise of the purchase rights represented by this Warrant may be made at
      any time or times on or after the Initial Exercise Date and on or before
      the Termination Date by delivery to the Company of a duly executed
      facsimile copy of the Notice of Exercise Form annexed  hereto
      (or such other office or agency of the Company as it may designate by
      notice in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company); provided, however, within
      5 Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received  payment of the aggregate
      Exercise Price of the shares thereby purchased by wire transfer or
      cashier’s check drawn on a United States
bank.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              b)

            	
              Exercise
      Price.  The exercise price of the Common Stock under this
      Warrant shall be $2.05, subject to adjustment hereunder (the “Exercise
      Price”).

            


    

     

    
      	
               
      

            	
              c)

            	
              Exercise
      Limitations; Holder’s
      Restrictions.  The Holder shall not have the right to
      exercise any portion of this Warrant to the extent that after giving
      effect to such issuance after exercise, the Holder (together with the
      Holder’s affiliates), as set forth on the applicable Notice of Exercise,
      would beneficially own in excess of 4.99% of the number of shares of the
      Common Stock outstanding immediately after giving effect to such
      issuance.  For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      shall include the number of shares of Common Stock issuable upon exercise
      of this Warrant with respect to which the determination of such sentence
      is being made, but shall exclude the number of shares of Common Stock
      which would be issuable upon (A) exercise of the remaining, nonexercised
      portion of this Warrant beneficially owned by the Holder or any of its
      affiliates and (B) exercise or conversion of the unexercised or
      nonconverted portion of any other securities of the Company (including,
      without limitation, any other Notes or Warrants) subject to a limitation
      on conversion or exercise analogous to the limitation contained herein
      beneficially owned by the Holder or any of its affiliates.  Except as
      set forth in the preceding sentence, for purposes of this Section 2(c),
      beneficial ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act, it being acknowledged by Holder that the Company is
      not representing to Holder that such calculation is in compliance with
      Section 13(d) of the Exchange Act and Holder is solely responsible for any
      schedules required to be filed in accordance
      therewith.   To the extent that the limitation contained in
      this Section 2(c) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder) and of
      which a portion of this Warrant is exercisable shall be in the sole
      discretion of such Holder, and the submission of a Notice of Exercise
      shall be deemed to be such Holder’s determination of whether this Warrant
      is exercisable (in relation to other securities owned by such Holder) and
      of which portion of this Warrant is exercisable, in each case subject to
      such aggregate percentage limitation, and the Company shall have no
      obligation to verify or confirm the accuracy of such
      determination.  For purposes of this Section 2(c), in
      determining the number of outstanding shares of Common Stock, the Holder
      may rely on the number of outstanding shares of Common Stock as reflected
      in (x) the Company’s most recent Form 10-QSB or Form 10-KSB, as the case
      may be, (y) a more recent public announcement by the Company or (z) any
      other notice by the Company or the Company’s Transfer Agent setting forth
      the number of shares of Common Stock outstanding.  Upon the written
      or oral request of the Holder, the Company shall within two Trading Days
      confirm orally and in writing by email to the Holder the number of shares
      of Common Stock then outstanding.  In any case, the number of
      outstanding shares of Common Stock shall be determined after giving effect
      to the conversion or exercise of securities of the Company, including this
      Warrant, by the Holder or its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported.  The
      provisions of this Section 2(c) may be waived by the Holder upon, at the
      election of the Holder, not less than 61 days’ prior notice to the
      Company, and the provisions of this Section 2(c) shall continue to apply
      until such 61st
      day (or such later date, as determined by the Holder, as may be specified
      in such notice of waiver).

            


    


    
      
         


      

      
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              d)

            	
              Mechanics of
      Exercise.

            


    

    


    
      	
               
      

            	
              i)

            	
              Authorization of
      Warrant Shares.  The Company covenants that all Warrant
      Shares which may be issued upon the exercise of the purchase rights
      represented by this Warrant will, upon exercise of the purchase rights
      represented by this Warrant, be duly authorized, validly issued, fully
      paid and nonassessable and free from all taxes, liens and charges in
      respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously with such issue).  The Company
      covenants that during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient number
      of shares to provide for the issuance of the Warrant Shares upon the
      exercise of any purchase rights under this Warrant.  The Company
      further covenants that its issuance of this Warrant shall constitute full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the
      Warrant Shares upon the exercise of the purchase rights under this
      Warrant.  The Company will take all such reasonable action as
      may be necessary to assure that such Warrant Shares may be issued as
      provided herein without violation of any applicable law or regulation, or
      of any requirements of the Trading Market upon which the Common Stock may
      be listed.

            


    

     

    
      	
               
      

            	
              ii)

            	
              Delivery of
      Certificates Upon Exercise.  Certificates for shares
      purchased hereunder shall be transmitted by the transfer agent of the
      Company to the Holder by crediting the account of the Holder’s prime
      broker with the Depository Trust Company through its Deposit Withdrawal
      Agent Commission (“DWAC”) system
      if the Company is a participant in such system, and otherwise by physical
      delivery to the address specified by the Holder in the Notice of Exercise
      within 5 Trading Days from the delivery to the Company of the Notice of
      Exercise Form, surrender of this Warrant and payment of the aggregate
      Exercise Price as set forth above (“Warrant Share Delivery
      Date”).  This Warrant shall be deemed to have been
      exercised on the date the Exercise Price is received by the
      Company.  The Warrant Shares shall be deemed to have been
      issued, and Holder or any other person so designated to be named therein
      shall be deemed to have become a holder of record of such shares for all
      purposes, as of the date the Warrant has been exercised by payment to the
      Company of the Exercise Price and all taxes required to be paid by the
      Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such
      shares, have been paid.

            


    

     

    
      	
               
      

            	
              iii)

            	
              Delivery of New
      Warrants Upon Exercise.  If this Warrant shall have been
      exercised in part, the Company shall, at the time of delivery of the
      certificate or certificates representing Warrant Shares, deliver to Holder
      a new Warrant evidencing the rights of Holder to purchase the unpurchased
      Warrant Shares called for by this Warrant, which new Warrant shall in all
      other respects be identical with this
Warrant.

            


    

     

    
      
         


      

      
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              iv)

            	
              Rescission
      Rights.  If the Company fails to cause its transfer agent
      to transmit to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 2(d)(iv) by the Warrant Share
      Delivery Date, then the Holder will have the right to rescind such
      exercise.

            


    

     

    
      	
               
      

            	
              v)

            	
              No Fractional Shares
      or Scrip.  No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this
      Warrant.  As to any fraction of a share which Holder would
      otherwise be entitled to purchase upon such exercise, the Company shall
      pay a cash adjustment in respect of such final fraction in an amount equal
      to such fraction multiplied by the Exercise
  Price.

            


    

     

    
      	
               
      

            	
              vi)

            	
              Charges, Taxes and
      Expenses.  Issuance of certificates for Warrant Shares
      shall be made without charge to the Holder for any issue or transfer tax
      or other incidental expense in respect of the issuance of such
      certificate, all of which taxes and expenses shall be paid by the Company,
      and such certificates shall be issued in the name of the Holder or in such
      name or names as may be directed by the Holder; provided, however, that
      in the event certificates for Warrant Shares are to be issued in a name
      other than the name of the Holder, this Warrant when surrendered for
      exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the Holder; and the Company may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer
      tax incidental thereto.

            


    

     

    
      	
               
      

            	
              vii)

            	
              Closing of
      Books.  The Company will not close its stockholder books
      or records in any manner which prevents the timely exercise of this
      Warrant, pursuant to the terms
hereof.

            


    

     

    Section
3.             Certain Adjustments.

     

    
      	
               
      

            	
              a)

            	
              Stock Dividends and
      Splits. If the Company, at any time while this Warrant is
      outstanding: (A) pays a stock dividend or otherwise make a distribution or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the Company pursuant to this Warrant), (B) subdivides outstanding shares
      of Common Stock into a larger number of shares, (C) combines (including by
      way of reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares, or (D) issues by reclassification of shares of
      the Common Stock any shares of capital stock of the Company, then in each
      case the Exercise Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding
      treasury shares, if any) outstanding before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      after such event and the number of shares issuable upon exercise of this
      Warrant shall be proportionately adjusted.  Any adjustment made
      pursuant to this Section 3(a) shall become effective immediately after the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision, combination or
      re-classification.

            


    

     

    
      
         


      

      
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              b)

            	
              Calculations.
      All calculations under this Section 3 shall be made to the nearest cent or
      the nearest 1/100th of a share, as the case may be. The number of shares
      of Common Stock outstanding at any given time shall not includes shares of
      Common Stock owned or held by or for the account of the Company, and the
      description of any such shares of Common Stock shall be considered on
      issue or sale of Common  Stock.  For purposes of this
      Section 3, the number of shares of Common Stock deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) issued and
      outstanding.

            


    

     

    c)           Notice to
Holders.

     

    i.      Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to this Section
3, the Company shall promptly mail to each Holder a notice setting forth the
Exercise Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.

     

    ii.      Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights;; (D) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be mailed to the Holder
at its last addresses as it shall appear upon the Warrant Register of the
Company, at least 10 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or; provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.  The Holder is entitled to exercise this Warrant
during the 10-day period commencing the date of such notice to the effective
date of the event triggering such notice.


    
      
         


      

      
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              d)

            	
              Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A)
      the Company effects any merger or consolidation of the Company with or
      into another Person, (B) the Company effects any sale of all or
      substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
      “Fundamental
      Transaction”), then, upon any subsequent conversion of this
      Warrant, the Holder shall have the right to receive, for each Warrant
      Share that would have been issuable upon such exercise absent such
      Fundamental Transaction, at the option of the Holder, (a) upon exercise of
      this Warrant, the number of shares of Common Stock of the successor or
      acquiring corporation or of the Company, if it is the surviving
      corporation, and Alternate Consideration receivable upon or as a result of
      such reorganization, reclassification, merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock
      for which this Warrant is exercisable immediately prior to such event or
      (b) cash equal to the value of this Warrant as determined in accordance
      with the Black-Scholes option pricing formula (the “Alternate
      Consideration”).  For purposes of any such exercise, the
      determination of the Exercise Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of one share of Common Stock in such
      Fundamental Transaction, and the Company shall apportion the Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting
      the relative value of any different components of the Alternate
      Consideration.  If holders of Common Stock are given any choice
      as to the securities, cash or property to be received in a Fundamental
      Transaction, then the Holder shall be given the same choice as to the
      Alternate Consideration it receives upon any exercise of this Warrant
      following such Fundamental Transaction.  To the extent necessary
      to effectuate the foregoing provisions, any successor to the Company or
      surviving entity in such Fundamental Transaction shall issue to the Holder
      a new warrant consistent with the foregoing provisions and evidencing the
      Holder’s right to exercise such warrant into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is
      effected shall include terms requiring any such successor or surviving
      entity to comply with the provisions of this paragraph (f) and insuring
      that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

            


    

     

    
      	
               
      

            	
              e)

            	
              Exempt
      Issuance.  Notwithstanding the foregoing, no adjustments,
      Alternate Consideration nor notices shall be made, paid or issued under
      this Section 3 in respect of an Exempt
Issuance.

            


    

     

    
      	
               
      

            	
              f)

            	
              Voluntary Adjustment
      By Company. The Company may at any time during the term of this
      Warrant reduce the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the
      Company.

            


    

     

    Section
4.             Transfer of
Warrant.

     

    
      	
               
      

            	
              a)

            	
              Transferability.  Subject
      to compliance with any applicable securities laws and the conditions set
      forth in Sections 5 and 4(d) hereof, this Warrant and all rights hereunder
      are transferable, in whole or in part, upon surrender of this Warrant at
      the principal office of the Company, together with a written assignment of
      this Warrant substantially in the form attached hereto duly executed by
      the Holder or its agent or attorney and funds sufficient to pay any
      transfer taxes payable upon the making of such transfer.  Upon
      such surrender and, if required, such payment, the Company shall execute
      and deliver a new Warrant or Warrants in the name of the assignee or
      assignees and in the denomination or denominations specified in such
      instrument of assignment, and shall issue to the assignor a new Warrant
      evidencing the portion of this Warrant not so assigned, and this Warrant
      shall promptly be cancelled.  A Warrant, if properly assigned,
      may be exercised by a new holder for the purchase of Warrant Shares
      without having a new Warrant
issued.

            


    

     

    
      
         


      

      
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              b)

            	
              New Warrants.
      This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with
      a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or
      attorney.  Subject to compliance with Section 4(a), as to any
      transfer which may be involved in such division or combination, the
      Company shall execute and deliver a new Warrant or Warrants in exchange
      for the Warrant or Warrants to be divided or combined in accordance with
      such notice.

            


    

     

    
      	
               
      

            	
              c)

            	
              Warrant
      Register. The Company shall register this Warrant, upon records to
      be maintained by the Company for that purpose (the “Warrant
      Register”), in the name of the record Holder hereof from time to
      time.  The Company may deem and treat the registered Holder of
      this Warrant as the absolute owner hereof for the purpose of any exercise
      hereof or any distribution to the Holder, and for all other purposes,
      absent actual notice to the
contrary.

            


    

     

    
      	
               
      

            	
              d)

            	
              Transfer
      Restrictions. If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the “Securities Act”) and under applicable state securities or blue sky
      laws, the Company may require, as a condition of allowing such transfer
      (i) that the Holder or transferee of this Warrant, as the case may be,
      furnish to the Company a written opinion of counsel (which opinion shall
      be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the
      Securities Act and under applicable state securities or blue sky laws,
      (ii) that the holder or transferee execute and deliver to the Company an
      investment letter in form and substance acceptable to the Company and
      (iii) that the transferee be an “accredited investor” as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
      Securities Act or a qualified institutional buyer as defined in Rule
      144A(a) under the Securities
Act.

            


    

     

    
      	
               
      

            	
              Section
      5.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              a)

            	
              Title to
      Warrant.  Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the office or agency of the Company by the Holder in person or by duly
      authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed.  The
      transferee shall sign an investment letter in form and substance
      reasonably satisfactory to the
Company.

            


    

     

    
      
         


      

      
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              b)

            	
              No Rights as
      Shareholder Until Exercise.  This Warrant does not
      entitle the Holder to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof.  Upon the surrender
      of this Warrant and the payment of the aggregate Exercise Price (or by
      means of a cashless exercise), the Warrant Shares so purchased shall be
      and be deemed to be issued to such Holder as the record owner of such
      shares as of the close of business on the later of the date of such
      surrender or payment.

            


    

     

    
      	
               
      

            	
              c)

            	
              Loss, Theft,
      Destruction or Mutilation of Warrant. The Company covenants that
      upon receipt by the Company of evidence reasonably satisfactory to it of
      the loss, theft, destruction or mutilation of this Warrant or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new Warrant
      or stock certificate of like tenor and dated as of such cancellation, in
      lieu of such Warrant or stock
certificate.

            


    

     

    
      	
               
      

            	
              d)

            	
              Saturdays, Sundays,
      Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday, Sunday or a legal holiday, then such action
      may be taken or such right may be exercised on the next succeeding day not
      a Saturday, Sunday or legal
holiday.

            


    

     

    
      	
               
      

            	
              e)

            	
              Authorized
      Shares. The Company covenants that during the period the Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this
      Warrant.  The Company further covenants that its issuance of
      this Warrant shall constitute full authority to its officers who are
      charged with the duty of executing stock certificates to execute and issue
      the necessary certificates for the Warrant Shares upon the exercise of the
      purchase rights under this Warrant.  The Company will take all
      such reasonable action as may be necessary to assure that such Warrant
      Shares may be issued as provided herein without violation of any
      applicable law or regulation, or of any requirements of the Trading Market
      upon which the Common Stock may be
listed.

            


    

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.


    
      
         


      

      
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    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

     

    
      	
               
      

            	
              f)

            	
              Jurisdiction.
      All questions concerning the construction, validity, enforcement and
      interpretation of this Warrant shall be determined in accordance with the
      provisions of the Placement Agent
Agreement.

            


    

     

    
      	
               
      

            	
              g)

            	
              Restrictions.  The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of
      this Warrant, if not registered, will have restrictions upon resale
      imposed by state and federal securities
laws.

            


    

     

    
      	
               
      

            	
              h)

            	
              Nonwaiver and
      Expenses.  No course of dealing or any delay or failure
      to exercise any right hereunder on the part of Holder shall operate as a
      waiver of such right or otherwise prejudice Holder’s rights, powers or
      remedies, notwithstanding the fact that all rights hereunder terminate on
      the Termination Date.  If the Company willfully and knowingly
      fails to comply with any provision of this Warrant, which results in any
      material damages to the Holder, the Company shall pay to Holder such
      amounts as shall be sufficient to cover any costs and expenses including,
      but not limited to, reasonable attorneys’ fees, including those of
      appellate proceedings, incurred by Holder in collecting any amounts due
      pursuant hereto or in otherwise enforcing any of its rights, powers or
      remedies hereunder.

            


    

     

    
      	
               
      

            	
              i)

            	
              Notices.  Any
      notice, request or other document required or permitted to be given or
      delivered to the Holder by the Company shall be delivered in accordance
      with the notice provisions of the Placement Agent
    Agreement.

            


    

     

    
      	
               
      

            	
              j)

            	
              Limitation of
      Liability.  No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder,
      shall give rise to any liability of Holder for the purchase price of any
      Common Stock or as a stockholder of the Company, whether such liability is
      asserted by the Company or by creditors of the
  Company.

            


    

     

    
      	
               
      

            	
              k)

            	
              Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its rights under this Warrant.  The Company agrees that monetary
      damages would not be adequate compensation for any loss incurred by reason
      of a breach by it of the provisions of this Warrant and hereby agrees to
      waive the defense in any action for specific performance that a remedy at
      law would be adequate.

            


    

     

    
      	
               
      

            	
              l)

            	
              Successors and
      Assigns.  Subject to applicable securities laws, this
      Warrant and the rights and obligations evidenced hereby shall inure to the
      benefit of and be binding upon the successors of the Company and the
      successors and permitted assigns of Holder.  The provisions of
      this Warrant are intended to be for the benefit of all Holders from time
      to time of this Warrant and shall be enforceable by any such Holder or
      holder of Warrant Shares.

            


    

     

    
      
         


      

      
        9 of
13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              m)

            	
              Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with
      the written consent of the Company and the
  Holder.

            


    

     

    
      	
               
      

            	
              n)

            	
              Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this
  Warrant.

            


    

     

    
      	
               
      

            	
              o)

            	
              Headings.  The
      headings used in this Warrant are for the convenience of reference only
      and shall not, for any purpose, be deemed a part of this
      Warrant.

            


    

     

    ********************

     


    
      
         

      

      
        10 of
13

        
          

        

      

      
         

      

       

    

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

     

    Certificate:
WC-____

    


    Dated:  ____________

     

    
      
        
          
            	
                    CYBERDEFENDER
      CORPORATION

                  	 
	 
      	 
	 
      	 
	
                    Name:
      Kevin Harris

                  	 
	
                    Title:  Chief
      Financial Officer

                  	 


          

        

      

    


    
      
         


      

      
        11 of
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    NOTICE
OF EXERCISE

    


    
      TO:             CYBERDEFENDER
CORPORATION

    

    


    (1)   The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full in lawful money of the
United States, together with all applicable transfer taxes, if any.

     

    (2)   Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    
      
        	 
      	 
      
	 
      	 
      
	
                Tax
      ID Number

              	 
      


      

    

    


    The
Warrant Shares shall be delivered to the following:

    


    
      
        	
                 
      

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

    

    


    (4)  Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity:
________________________________________________________________________

    Signature of Authorized Signatory of
Investing Entity:
_________________________________________________

    Name of
Authorized Signatory:
___________________________________________________________________

    Title of
Authorized Signatory:
____________________________________________________________________

    Date:
________________________________________________________________________________________


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

     

    _______________________________________________
whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:  ______________,
_______

    


    
      
        	
                Holder’s
      Signature:    

              	 
      
	 
      	 
      
	
                Holder’s
      Address:

              	 
      
	 
      	 
      
	 
      	 
      


      

    

    


    Signature
Guaranteed:  ___________________________________________

    


    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.