NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
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.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN SECURED BY SUCH SECURITIES.

    


    Original
Issue Date: ____________, 2009

    


    Original
Conversion Price (subject to adjustment herein): $2.05 USD

    


    $_______________

    


    8%
SECURED CONVERTIBLE PROMISSORY NOTE

    DUE
APRIL 1, 2011

    


    THIS 8%
SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) is one of a
series of duly authorized and issued 8% Secured Convertible Promissory Notes of
CyberDefender
Corporation, a California corporation, having a principal place of
business at 617 West 7th Street, Suite 401, Los Angeles, CA 90017 (the “Company”), designated
as its 8% Convertible Promissory Notes due April 1, 2011 (the “Notes”).

    


    FOR VALUE
RECEIVED, the Company promises to pay to ________________________ or its
registered assigns (the “Holder”), the
principal sum of $_______________ on April 1, 2011 or such earlier date as this
Note is required or permitted to be repaid as provided hereunder (the “Maturity Date”), and
to pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note in accordance with the provisions
hereof.  This Note is subject to the following additional
provisions:

    


    Section
1.        Definitions.  For
the purposes hereof, in addition to the terms defined elsewhere in this Note:
(a) capitalized terms not otherwise defined herein have the meanings given to
such terms in the Purchase Agreement, and (b) the following terms shall have the
following meanings:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Bankruptcy Event”
means any of the following events: (i) the Company or any Significant Subsidiary
(as such term is defined in Rule 1.02(s) of Regulation S-X) thereof commences a
case or other proceeding under any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof; (ii) there is commenced against the Company or any
Significant Subsidiary thereof any such case or proceeding that is not dismissed
within 60 days after commencement; (iii) the Company or any Significant
Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
or other order approving any such case or proceeding is entered; (iv) the
Company or any Significant Subsidiary thereof suffers any appointment of any
custodian or the like for it or any substantial part of its property that is not
discharged or stayed within 60 days; (v) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors; (vi)
the Company or any Significant Subsidiary thereof calls a meeting of
substantially all of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts; or (vii) the Company or any
Significant Subsidiary thereof, by any act or failure to act, expressly
indicates its consent to, approval of or acquiescence in any of the foregoing or
takes any corporate or other action for the purpose of effecting any of the
foregoing.

    


    “Business Day” means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday in the United States or a day on which banking institutions in the State
of New York are authorized or required by law or other government action to
close.

    


    “Conversion Date”
shall have the meaning set forth in Section 4(a) hereof.

    


    “Conversion Price”
shall have the meaning set forth in Section 4(b) hereof.

    


    “Event of Default” shall have the meaning set forth in Section 7
hereof.

    


    “Forced Conversion”
shall have the meaning set forth in Section 6(a).

    


    “Forced Conversion
Date” shall have the meaning set forth in Section 6(a).

    


    “Forced Conversion
Notice” shall have the meaning set forth in Section 6(a).

    


    “Forced Conversion Notice
Date” shall have the meaning set forth in Section 6(a).

     

    “Fundamental
Transaction” shall have the meaning set forth in Section 5(c)(iii)
hereof.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Late Fees” shall have
the meaning set forth in Section 2(c) hereof.

    


    “Original Conversion
Price” shall be $2.05 USD.

    


    “Original Issue Date”
shall mean the date of the first issuance of this Note as provided on the cover
page hereof, regardless of the number of transfers of this Note and regardless
of the number of instruments which may be issued to evidence this
Note.

     

     “Person” means a
corporation, an association, a partnership, an organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

    


    “Purchase Agreement”
means the Securities Purchase Agreement between the Holder and the Company,
pursuant to which this Note is initially purchased, as amended, modified or
supplemented from time to time in accordance with its terms.

    


    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

    


    Section
2.       Interest.

    


    a)      Payment of Interest.
The Company shall pay interest to the Holder on the aggregate unconverted and
then outstanding principal amount of this Note at the rate of 8% per annum
payable on the Maturity Date (except that, if any such date is not a Business
Day, then such payment shall be due on the next succeeding Business Day) (each
such date, an “Interest Payment
Date”) and on each Conversion Date (as to that principal amount then
being converted), in (a) the number of Note Shares equal to the aggregate unpaid
and accrued interest divided by the Conversion Price, or (b) if
this  Note is in default, then the payment shall be made in
cash.

    


    b)      Interest
Calculations. Interest shall be calculated on the basis of a 360-day year
and shall accrue commencing on the Original Issue Date until payment in full of
the principal sum, together with all accrued and unpaid interest and other
amounts which may become due hereunder, has been made.  Interest shall
cease to accrue with respect to any principal amount converted, provided that
the Company in fact delivers the Note Shares within the time period required by
Section 4(c).  Interest hereunder will be paid to the Person in whose
name this Note is registered on the records of the Company regarding
registration and transfers of Notes (the “Note
Register”).

    


    c)      Late
Fee.  All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at the rate of 8.00% per annum (or such lower
maximum amount of interest permitted to be charged under applicable law) (“Late Fee”) which will
accrue from the date such interest is due hereunder through and including the
date of payment.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    d)      Prepayment.  The
Company has the right to prepay this Note any time with 30 days notice (the
“Prepayment Notice Period”) without premium or penalty. The right to convert by
the Holder remains active during the Prepayment Notice Period.

    


    Section
3.       Registration of Transfers
and Exchanges.

    


    a)      Different
Denominations. This Note is exchangeable for an equal aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same.  No service charge will be made for such
registration of transfer or exchange.

    


    b)      Investment
Representations. This Note has been issued subject to certain investment
representations of the original Holder set forth in the Purchase Agreement and
may be transferred or exchanged only in compliance with the Purchase Agreement
and applicable federal and state securities laws and regulations.

    


    c)      Reliance on Note
Register. Prior to due presentment to the Company for transfer of this
Note, the Company and any agent of the Company may treat the Person in whose
name this Note is duly registered on the Note Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note is overdue, and neither the Company nor any such agent
shall be affected by notice to the contrary.

    


    Section
4.       Conversion.

    


    a)      Voluntary Conversion.
At any time after the Original Issue Date and until payment hereof in full
(including interest), this Note shall be convertible into Note Shares at the
option of the Holder, in whole or in part at any time and from time to
time.  The Holder shall effect conversions by delivering to the
Company the form of Notice of Conversion attached hereto as Annex A (a “Notice of
Conversion”), specifying therein the principal amount of Notes and
interest thereon to be converted and the date on which such conversion is to be
effected (a “Conversion
Date”).  If no Conversion Date is specified in a Notice of
Conversion, the Conversion Date shall be the date that such Notice of Conversion
is received hereunder.  To effect conversions hereunder, the Holder
shall not be required to physically surrender Notes to the Company unless the
entire principal amount of this Note plus all accrued and unpaid interest
thereon has been so converted. Conversions hereunder shall have the effect of
lowering the outstanding principal amount of this Note in an amount equal to the
applicable conversion.  The Holder and the Company shall maintain
records showing the principal amount converted and the date of such
conversions.  The Company shall deliver any objection to any Notice of
Conversion promptly, but in no event later than 2 Business Days of receipt of
such notice.  In the event of any dispute or discrepancy, the records
of the Holder shall be controlling and determinative in the absence of manifest
error. The Holder and any assignee, by acceptance of this Note, acknowledge and
agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Note, the unpaid and unconverted principal amount of this
Note may be less than the amount stated on the face
hereof.  Conversion Notices shall be irrevocable.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    b)    Conversion
Price.  The conversion price in effect on any Conversion Date
shall be equal to the Original Conversion Price or the price as adjusted pursuant to
Section 5 herein, as the case may be (the “Conversion
Price”).

    


    
      c)    Mechanics of
Conversion.

    

    


     i.           Note Shares Issuable Upon
Conversion.  The number of shares of Note Shares issuable upon
a conversion hereunder shall be determined by the quotient obtained by dividing
(x) the outstanding principal amount of this Note to be converted plus all
accrued and unpaid interest thereon by (y) the Conversion Price.

    


     ii.          Delivery of Certificate Upon
Conversion.  Not later than 10 Business Days after any
Conversion Date, the Company will deliver to the Holder a certificate or
certificates representing the Note Shares representing the number of shares of
Note Shares being acquired upon the conversion of this Note or a portion of this
Note. 

    


     iii.         Reservation of
Certificates. Certificates for the Note Shares on conversion of this Note
shall be made without charge to the Holder for any documentary stamp or similar
taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon conversion in a name other than that of the Holder
of this Note so converted and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.

    


    Section
5.       Certain
Adjustments.

    


    a)      Stock Dividends and Stock
Splits.  If the Company, at any time while this Note is
outstanding: (A) shall pay 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 Note), (B) subdivide outstanding shares of Common Stock into a
larger number of shares, (C) combine (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares, or (D) issue
by reclassification of shares of the Common Stock any shares of capital stock of
the Company, then the Conversion 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.  Any adjustment made pursuant to this Section 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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    b)      Calculations.  All
calculations under this Section 5 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be.  For purposes of this
Section 5, the number of shares of Common Stock outstanding as of a given date
shall be the sum of the aggregate number of issued and to be converted shares of
Common Stock (excluding treasury shares, if any) outstanding.

    


    c)     Notice to
Holders.

    


     i.           Adjustment to Conversion
Price.  Whenever the Conversion Price is adjusted pursuant to
this Section 5, the Company shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

    


     ii.          Notice to Allow Conversion
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 approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) 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 filed at each office
or agency maintained for the purpose of conversion of this Note, and shall cause
to be mailed to the Holder at the Holder’s last address appearing on
the  stock books of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a notice stating
(x) 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 (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; 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 convert this Note during
the 20-day period commencing the date of such notice to the effective date of
the event triggering such notice.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     iii.         Fundamental
Transaction. If, at any time while this Note is outstanding, (A) the
Company effects any merger or consolidation of the Company with or into another
Person where the Company is not the surviving corporation, (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 Note, the
Holder shall have the right to receive, for each Note Share that would have been
issuable upon such conversion absent such Fundamental Transaction, the same kind
and amount of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of one share of
Common Stock (the “Alternate
Consideration”).  For purposes of any such conversion, the
determination of the Conversion 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 Conversion 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 conversion of
this Note 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 Note consistent with the foregoing provisions and evidencing the Holder's
right to convert such Note into Alternate Consideration. The Company will
utilize its best efforts to ensure that 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
(c) and insuring that this Note (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.  Failure to obtain such terms by the Company shall not
cause an Event of Default and the Holder shall then be required to convert in
accordance with the terms of the Fundamental Transaction.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Section
6.       Forced
Conversion

    


    a)      Forced
Conversion.  Notwithstanding anything herein to the contrary,
if, at any time following the Original Issue Date up to and including the
Trading Day preceding the Maturity Date, the 10-day VWAP exceeds 250% of the
then applicable Conversion Price, the Company may, within 5 Trading Days,
deliver a written notice to the Holder (a “Forced Conversion
Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice
Date”) to cause the Holder to convert all or part of the then outstanding
principal amount of Note plus, if so specified in the Forced Conversion Notice,
accrued but unpaid interest owing to the Holder pursuant to Section 4, it being
agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to
occur on the third Trading Day following the Forced Conversion Notice Date (such
third Trading Day, the “Forced Conversion
Date”).

     

    Section
7.       Events of
Default.

    


    a)      “Event of Default”,
wherever used herein, means any one of the following events (whatever the reason
and whether it shall be voluntary or involuntary or effected by operation of law
or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):

    


     i.          any default in the payment of (A) the principal of
amount of this Note, or (B)
interest (including Late Fees) onthis Note, in each case
free of any claim of subordination, as and when the same shall become due and
payable (whether on a Conversion Date or the Maturity Date or by acceleration or
otherwise) which default, solely in the case of an interest payment or other
default under clause (B) above, is not
cured, within 20 Business Days;

    


     ii.          the
Company shall fail to deliver certificates representing Note Shares issuable
upon a conversion or redemption hereunder that comply with the provisions hereof
prior to the 15th
Business Day after such shares are required to be delivered hereunder, or the
Company shall provide written notice to the Holder, including by way of public
announcement, at any time, of its intention not to comply with requests for
conversion or redemption of this Note  in accordance with the terms
hereof;

    


     iii.         the
Company shall fail to have available a sufficient number of authorized and
unreserved shares of Common Stock to issue to the Holder upon a conversion
hereunder;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


     iv.        there
shall have occurred a Bankruptcy Event;

    


    b)    Remedies Upon Event of
Default. If any Event of Default occurs and is continuing, the full
principal amount of this Note, together with interest and other amounts owing in
respect thereof, to the date of acceleration shall become, at the Holder’s
election, immediately due and payable in cash. Commencing 5 days after the
occurrence of any Event of Default that results in the eventual acceleration of
this Note, the interest rate on this Note shall accrue at the rate of 15% per
annum, or such lower maximum amount of interest permitted to be charged under
applicable law.  When this Note shall have been paid in full in
accordance herewith, the Holder shall promptly surrender this Note to or as
directed by the Company.  The Holder need not provide and the Company
hereby waives any presentment, demand, protest or other notice of any kind, and
the Holder may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law.  Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder and the
Holder shall have all rights as a Note holder until such time, if any, as the
full payment under this Section shall have been received by it.  No
such rescission or annulment shall affect any subsequent Event of Default or
impair any right consequent thereon.

    


    Section
8.       Miscellaneous.

     

    a)      Notices.  Any
and all notices or other communications or deliveries to be provided by the
Holder hereunder, including, without limitation, any Notice of Conversion, shall
be in writing and delivered either personally, by facsimile or sent by a
nationally recognized overnight courier service, addressed to the Company at the
address set forth above, facsimile number  213.689.8640, Attn: Chief
Financial Officer or such other address or facsimile number as the Company may
specify for such purposes by notice to the Holder delivered in accordance with
this Section, with any fax delivery followed up by overnight delivery
service.  Any and all notices or other communications or deliveries to
be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile or sent by a nationally recognized overnight courier
service addressed to the Holder at the facsimile telephone number or address of
the Holder appearing on the books of the Company, or if no such facsimile
telephone number or address appears, then at the principal place of business of
the Holder, if any.  Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 5:30 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 5:30 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) if personally delivered, upon actual receipt
by the party to whom such notice is required to be given.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    b)      Absolute Obligation.
Except as expressly provided herein, no provision of this Note shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal and interest of this Note at the time, place, and rate, and in
the coin or currency, herein prescribed.  This Note is a direct debt
obligation of the Company.  This Note ranks pari passu with all other
Notes now or hereafter issued under the terms set forth herein.

    


    c)      Secured
Obligation.     The obligations of the Company
under this Note are secured by all assets of the Company and each Subsidiary
pursuant to the Security Agreement, dated as of September 30, 2009, between the
Company, the Subsidiaries of the Company and the Secured Party (as defined
herein).

    


    d)      Lost or Mutilated
Note.  If this Note shall be mutilated, lost, stolen or
destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution
for a lost, stolen or destroyed Note, a new Note for the principal amount of
this Note (as adjusted for any conversions) so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction
of such Note, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

    


    e)      Governing
Law.  Any and all actions brought by the Company or Holder
under this Note shall be brought in the state or federal courts located in the
City of Los Angeles, California  If either party shall commence an
action to enforce any provisions of the Transaction Documents, then the
prevailing party in such action after obtaining a final, non-appealable judgment
shall be reimbursed by the other party for its attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such proceeding.

    


    f)       Waiver.  Any
waiver by the Company or the Holder of a breach of any provision of this Note
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Note.  The
failure of the Company or the Holder to insist upon strict adherence to any term
of this Note on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Note.  Any waiver must be in
writing.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    g)      Severability.  If
any provision of this Note is invalid, illegal or unenforceable, the balance of
this Note shall remain in effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.  If it shall be found that any interest or
other amount deemed interest due hereunder violates applicable laws governing
usury, the applicable rate of interest due hereunder shall automatically be
lowered to equal the maximum permitted rate of interest. The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on this Note as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this indenture, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impeded the execution
of any power herein granted to the Holder, but will suffer and permit the
execution of every such as though no such law has been enacted.

    


    h)      Next Business
Day.  Whenever any payment or other obligation hereunder shall
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day.

    


    i)       Headings.  The
headings contained herein are for convenience only, do not constitute a part of
this Note and shall not be deemed to limit or affect any of the provisions
hereof.

    


    j)       Amendment.  This
Note may be modified or amended or provisions hereof waived with the written
consent of the Company and the Holder(s) of at least 51% of the then outstanding
principal amount of all of the Notes.

    


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

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this 8% Convertible Promissory Note to
be duly executed by a duly authorized officer as of the date first above
indicated.

    


    
      
        	
                CYBERDEFENDER
      CORPORATION

              
	 
      	 
      
	
                By:   

              	 
      
	 
      	
                Gary
      Guseinov

              
	 
      	
                Chief
      Executive Officer

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ANNEX
A

    


    NOTICE
OF CONVERSION

    


    The undersigned hereby elects to
convert principal under the 8% Convertible Promissory Note of CyberDefender Corporation, a
California corporation (the “Company”), due April 1, 2011, into ________ Note
Shares, no par value  per share (the “Note Shares”), of the
Company according to the conditions hereof, as of the date written
below.  If shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith.  No fee
will be charged to the holder for any conversion, except for such transfer
taxes, if any.

    


    Conversion
calculations:

    


    Date to
Effect
Conversion:     _______________________

    


    Principal
Amount of Note(s)
to be converted:  $  ___________

    


    Note
Shares issuable:___________

    


    Interest
Payment shares issuable:_______

    


    Total shares
issuable:________________

    


    Signature:       ___________________________

    


    Name:

    


    Address:


    
      
         


      

      
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