Unassociated Document


    INDEMNIFICATION
AGREEMENT


     

    THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of the ___ day of May, 2010, by and between
CyberDefender Corporation, a Delaware corporation (the “Corporation”), and
________________ (“Indemnitee”), a director and/or officer of the
Corporation.

     

    RECITALS

     

    A.           It
is essential to the Corporation to retain and attract as directors and officers
of the Corporation the most capable persons available.

     

    B.           Both
the Corporation and Indemnitee recognize the increased risk of litigation and
other claims currently being asserted against directors and officers of
corporations generally.

     

    C.           The
Certificate of Incorporation and Bylaws of the Corporation require the
Corporation to indemnify and advance expenses to its directors and officers to
the fullest extent permitted under Delaware law, and Indemnitee will serve or
has been serving and continues to serve as a director and/or officer of the
Corporation in part in reliance on the Corporation’s Certificate of
Incorporation and Bylaws.

     

    D.           In
recognition of Indemnitee’s need for (i) substantial protection against personal
liability based on Indemnitee’s reliance on the aforesaid Certificate of
Incorporation and Bylaws, (ii) specific contractual assurance that the
protection promised by the Certificate of Incorporation and Bylaws will be
available to Indemnitee (regardless of, among other things, any amendment to or
revocation of the Certificate of Incorporation and Bylaws or any change in the
composition of the Corporation’s Board of Directors or acquisition transaction
relating to the Corporation), and (iii) an inducement to provide effective
services to the Corporation as a director and/or officer, the Corporation wishes
to provide in this Agreement for the indemnification of and the advancing of
expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted under Delaware law and as set forth in this Agreement, and, to the
extent insurance is maintained, to provide for the continued coverage of
Indemnitee under the Corporation’s directors’ and officers’ liability insurance
policies.

     

    AGREEMENTS

     

    NOW, THEREFORE, the Corporation and
Indemnitee do hereby agree as follows:

     

    1.           Agreement to
Serve.  Indemnitee agrees to serve or continue to serve as a
director and/or an officer of the Corporation for so long as he is duly elected
or appointed or until such time as he tenders his resignation in
writing.

     

    2.           Definitions.  As
used in this Agreement:

     

    
      
         

      

      
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    (a)           “Change
in Control” means the occurrence of any of the following events after the date
of this Agreement:

     

    (i)           A
change in the composition of the Board of Directors of the Corporation, as a
result of which fewer than two-thirds (2/3) of the incumbent directors are
directors who either (1) had been directors of the Corporation twenty-four (24)
months prior to such change or (2) were elected, or nominated for election, to
the Board of Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Corporation 24 months prior to such
change and who were still in office at the time of the election or nomination;
or

     

    (ii)           Any
“person” (as such term is used in section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) through the acquisition or aggregation of
securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Corporation representing thirty percent (30%) or more of the
combined voting power of the Corporation’s then outstanding securities
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote at elections of directors (the “Capital Stock”).

     

    (b)           “Disinterested
Director” means a director of the Corporation who is not and was not a party to
the Proceeding in respect of which indemnification is sought by
Indemnitee.

     

    (c)           The
term “Expenses” shall include, without limitation, expenses, costs and
obligations, paid or incurred, of investigations, judicial or administrative
proceedings or appeals, amounts paid in settlement by or on behalf of
Indemnitee, reasonable attorneys' fees and disbursements and any expenses
reasonably and actually incurred in establishing a right to indemnification
under Section 8 of this Agreement including, without limitation, those incurred
in investigating, defending, being a witness in or participating in (including
on appeal), or preparing to defend with respect to any claim, issue or matter
relating thereto or in connection therewith, but shall not include the amount of
judgments, fines or penalties against Indemnitee.

     

    (d)           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five (5)
years has been, retained to represent: (i) the Corporation or Indemnitee in any
matter material to either such party, or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Corporation or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.

     

    (e)           The
term “Proceeding” shall include any threatened, pending or completed action,
suit, investigation or proceeding, and any appeal thereof, whether brought by or
in the right of the Corporation or otherwise and whether civil, criminal,
administrative or investigative, and/or any inquiry or investigation, in which
Indemnitee may be or may have been involved as a party or otherwise, by reason
of the fact that Indemnitee is or was a director or officer of the Corporation,
by reason of any action taken by him or of any inaction on his part while acting
as such a director or officer, or by reason of the fact that he is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise; in each case whether or not he is acting or
serving in any such capacity at the time any liability or expense is incurred
for which indemnification or reimbursement can be provided under this
Agreement.

     

    
      
         

      

      
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    (f)           References
to “other enterprise” shall include employee benefit plans; references to
"fines" shall include any excise tax assessed with respect to any employee
benefit plan; references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the Corporation
or its subsidiaries which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” as referred to in
this Agreement.

     

    3.           Indemnity in Third-Party
Proceedings.  The Corporation shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is a party to or
threatened to be made a party to any Proceeding (other than a Proceeding by or
in the right of the Corporation to procure a judgment in its favor) by reason of
the fact that Indemnitee is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, against all Expenses,
judgments, fines and penalties actually and reasonably incurred by Indemnitee in
connection with the defense or settlement of such Proceeding, but only if he
acted in good faith and in a manner which he reasonably believed to be in the
best interests of the Corporation, or, in the case of a criminal action or
proceeding, in addition, had no reasonable cause to believe that his conduct was
unlawful.

     

    4.           Indemnitee in Proceedings by
or in the Right of the Corporation.  The Corporation shall
indemnify Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee is a party to or threatened to be made a party to any Proceeding by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that Indemnitee is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, against all Expenses actually
and reasonably incurred by Indemnitee in connection with the defense or
settlement of such Proceeding, but only if he acted in good faith and in a
manner which he reasonably believed to be in the best interests of the
Corporation, except that no indemnification for Expenses shall be made under
this Section 4 in respect of any Proceeding as to which Indemnitee shall have
been adjudged to be liable to the Corporation, unless and only to the extent
that any court in which such Proceeding was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem
proper.  Notwithstanding the foregoing, Indemnitee shall have no right
to indemnification for Expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended.

     

    
      
         

      

      
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    5.           Indemnification
Prohibited.  Notwithstanding the provisions of Sections 3 and
4, no indemnification shall be made in connection with any Proceeding charging
improper personal benefit to the Indemnitee, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.

     

    6.           Indemnification of Expenses
of Successful Party.  Notwithstanding any other provision of
this Agreement whatsoever, to the extent that Indemnitee has been successful on
the merits or otherwise (including a settlement) in defense of any Proceeding or
in defense of any claim, issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses reasonably and
actually incurred in connection therewith.

     

    7.           Advances of
Expenses.  The Corporation shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within five (5) days after the receipt by the Corporation of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such
Proceeding.  Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses.

     

    8.           Procedure for Determination
of Entitlement to Indemnification.

     

    (a)           To
obtain indemnification under this Agreement, Indemnitee shall submit to the
Corporation a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  The Secretary of the Corporation shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.

     

    (b)           Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section 8(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case:
(i) if a Change in Control (as defined in Section 2) shall have occurred, by
Independent Counsel (as defined in Section 2) (unless Indemnitee shall request
that such determination be made by the Board of Directors or the stockholders,
in which case by the person or persons or in the manner provided for in clauses
(ii) or (iii) of this Section 8(b)) in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of
Control shall not have occurred, (A) by the Board of Directors by a majority
vote of a quorum consisting of Disinterested Directors (as defined in Section
2), or (B) if a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of Disinterested
Directors so directs, by Independent Counsel in a written opinion to the Board
of Directors, a copy of which shall be delivered to Indemnitee or (C) by the
stockholders of the Corporation; or (iii) as provided in Section 9(b) of this
Agreement; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within five (5) days after
such determination.  Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such
determination.  Any costs or expenses (including reasonable attorney’s
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Corporation (irrespective of the determination as to Indemnitee’s entitlement to
indemnification), and the Corporation hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

     

    
      
         

      

      
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    (c)           In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel
shall be selected as provided in this Section 8(c).  If a Change of
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Corporation shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel so
selected.  If a Change of Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the
Corporation advising it of the identity of the Independent Counsel so
selected.  In either event, the Indemnitee or the Corporation, as the
case may be, may, within seven (7) days after such written notice of selection
shall have been given, deliver to the Corporation or to Indemnitee, as the case
may be, a written objection to such selection.  Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion.   If such written objection is made, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until a court has determined that such objection is without
merit.  If, within twenty (20) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 8(a) hereof, no
Independent Counsel shall have been selected and not objected to, either the
Corporation or Indemnitee may petition the Court of Chancery of the State of
Delaware or other court of competent jurisdiction for resolution of any
objection which shall have been made by the Corporation or Indemnitee to the
other’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a person selected by the Court or by such other person as
the Court shall designate, and the person with respect to whom an objection is
so resolved or the person so appointed shall act as Independent Counsel under
Section 8(b) hereof.  The Corporation shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting pursuant to Section 8(b) hereof, and the Corporation
shall pay all reasonable fees and expenses incident to the procedures of this
Section 8(c), regardless of the manner in which such Independent Counsel was
selected or appointed.  Upon the due commencement of any judicial
proceeding pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then
prevailing).

     

    
      
         

      

      
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    9.           Presumptions and Effect of
Certain Proceedings.

     

    (a)           If
a Change of Control shall have occurred, in making a determination with respect
to entitlement to indemnification hereunder, the person or persons or entity
making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 8(a) of this Agreement, and the
Corporation shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any determination
contrary to that presumption.

     

    (b)           If
the person, persons or entity empowered or selected under Section 8 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by the
Corporation of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such sixty (60)-day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person,
persons or entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto; and provided,
further, that the foregoing provisions of this Section 9(b) shall not apply (i)
if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 8(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Corporation of the request for such
determination the Board of Directors has resolved to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be
held within seventy five (75) days after such receipt and such determination is
made thereat, or (B) a special meeting of stockholders is called within fifteen
(15) days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat; or (ii) if the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) of this Agreement.

     

    (c)           The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     

    
      
         

      

      
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    10.           Notification and Defense of
Claim.  Promptly after receipt by Indemnitee of notice of the
commencement of any Proceeding, Indemnitee will, if a claim in respect thereof
is to be made against the Corporation under this Agreement, notify the
Corporation of the commencement thereof; but the omission so to notify the
Corporation will not relieve it from any liability which it may have to
Indemnitee otherwise than under this Agreement.  With respect to any
Proceeding as to which Indemnitee notifies the Corporation of the commencement
thereof:

     

    (a)           the
Corporation will be entitled to participate therein at its own
expense;

     

    (b)           Except
as otherwise provided below, to the extent that it may wish, the Corporation
jointly with any other indemnifying party similarly notified will be entitled to
assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee.  After notice from the Corporation to Indemnitee of its
election to assume the defense thereof, the Corporation will not be liable to
Indemnitee under this Agreement for any Expenses subsequently incurred by
Indemnitee in connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below.  Indemnitee shall have
the right to employ his or her own counsel in such Proceeding, but the Expenses
associated with the employment of such counsel incurred after notice from the
Corporation of its assumption of the defense thereof shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Corporation and Indemnitee
in the conduct of the defense of such Proceeding or (iii) the Corporation shall
not in fact have employed counsel to assume the defense of such Proceeding, in
each of which cases the Expenses of Indemnitee’s separate counsel shall be at
the expense of the Corporation.  The Corporation shall not be entitled
to assume the defense of any Proceeding brought by or on behalf of Corporation
or as to which Indemnitee shall have made the conclusion provided for in (ii)
above; and

     

    (c)           Provided
there has been no Change of Control, the Corporation shall not be liable to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any Proceeding effected without its written consent, which consent shall not be
unreasonably withheld.  The Corporation shall be permitted to settle
any Proceeding except that it shall not settle any Proceeding in any manner that
would impose any penalty, out-of-pocket liability, or limitation on Indemnitee
without Indemnitee’s written consent.

     

    11.           Remedies of
Indemnitee.

     

    (a)           In
the event that (i) a determination is made pursuant to Section 8 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7
of this Agreement, (iii) the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and
such determination shall not have been made and delivered in a written opinion
within ninety (90) days after receipt by the Corporation of the request for
indemnification, or (iv) payment of indemnification is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to
Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification of
advancement of Expenses.

     

    
      
         

      

      
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    (b)           In
the event that a determination shall have been made pursuant to Section 8 of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 11 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination.  If a Change of Control shall
have occurred, in any judicial proceeding commenced pursuant to this Section 10
the Corporation shall have the burden of proving that Indemnitee is not entitled
to indemnification or advancement of Expenses, as the case may be.

     

    (c)           If
a determination shall have been made or deemed to have been made pursuant to
Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification,
the Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 11, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under
applicable law.

     

    (d)           The
Corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant to this Section 11 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any
such court that the Corporation is bound by all the provisions of this
Agreement.

     

    (e)           In
the event that Indemnitee, pursuant to this Section 11, seeks a judicial
adjudication to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Corporation,
and shall be indemnified by the Corporation against, any and all expenses (of
the types describe in the definition of Expenses in Section 2 of this Agreement)
actually and reasonably incurred by him in such judicial adjudication, but only
if he prevails therein.  If it shall be determined in said judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement or expenses sought, the expenses incurred by
Indemnitee in connection with judicial adjudication shall be appropriately
prorated.

     

    12.           Non-Exclusivity; Survival of
Rights; Insurance; Subrogation.

     

    (a)           Notwithstanding
any other provision of this Agreement, the Corporation hereby agrees to
indemnify the Indemnitee to the full extent permitted by law, whether or not
such indemnification is specifically authorized by the other provisions of this
Agreement, the Corporation's Certificate of Incorporation, the Bylaws, or by
statute.  In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule that expand the right of a
Delaware corporation to indemnify a member of its board of directors or any
officer, such changes shall be, ipso facto, within the
purview of Indemnitee's rights, and the Corporation's obligations, under this
Agreement.  In the event of any changes in any applicable law,
statute, or rule that narrow the right of a Delaware corporation to indemnify a
member of its board of directors or any officer, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement,
shall have no effect on this Agreement or the parties' rights and obligations
hereunder.

     

    
      
         

      

      
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    (b)           The
indemnification provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may be entitled under the Certificate of
Incorporation, the Bylaws, any agreement, any vote of stockholders or
disinterested directors, the laws of the State of Delaware, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

     

    (c)           To
the extent that the Corporation maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, agents or
fiduciaries of the Corporation or of any other corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other
enterprise which such person serves at the request of the Corporation,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such
director, officer, employee or agent under such policy or policies.

     

    (d)           In
the event of any payment under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

     

    (e)           The
Corporation shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.

     

    13.           Duration of
Agreement.  This Agreement shall continue until and terminate
upon the later of: (a) 10 years after the date that Indemnitee shall have ceased
to serve as a director, or (b) the final termination of all pending Proceedings
in respect of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 11 of this Agreement relating thereto.

     

    14.           Exception to Right of
Indemnification or Advancement of Expenses.  Notwithstanding
any other provision of this Agreement, Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding, or any claim therein, brought or made by him against the
Corporation.

     

    15.           Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the Expenses, judgments, fines or penalties actually and reasonably incurred by
him in the investigation, defense, appeal or settlement of any Proceeding, but
not, however, for the total amount thereof, the Corporation shall nevertheless
indemnify Indemnitee for the portion of such Expenses, judgments, fines or
penalties to which Indemnitee is entitled.  Moreover, notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all claims, issues or
matters relating in whole or in part to an indemnifiable event, occurrence or
matter hereunder, including dismissal without prejudice, Indemnitee shall be
indemnified against all Expenses incurred in connection with such
defenses.

     

    
      
         

      

      
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    16.           Effect of Federal
Law.  Both the Corporation and the Indemnitee acknowledge that
in certain instances, federal law will override Delaware law and prohibit the
Corporation from indemnifying its offices and directors.  For example,
the Corporation and Indemnitee acknowledge that the Securities and Exchange
Commission has taken the position that indemnification is not permissible for
liabilities arising under certain federal securities law, and federal law
prohibits indemnification for certain violations of the Employee Retirement
Income Security Act of 1974, as amended.

     

    17.           Saving
Clause.  Nothing in this Agreement is intended to require or
shall be construed as requiring the Corporation to do or fail to do any act in
violation of applicable law.  The provisions of this Agreement
(including any provision within a single section, paragraph or sentence) shall
be severable in accordance with this Section 17.  If this Agreement or
any portion thereof shall be invalidated on any ground by any court of competent
jurisdiction, the Corporation shall nevertheless indemnify Indemnitee as to
Expenses, judgments, fines and penalties with respect to any Proceeding to the
full extent permitted by any applicable portion of this Agreement that shall not
have been invalidated or by any other applicable law, and this Agreement shall
remain enforceable to the fullest extent permitted by law.

     

    18.           Notice.  All
notices, request, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so
mailed.

     

    (a)           If
to Indemnitee, to:

     

    _____________________________

    _____________________________

    _____________________________

    _____________________________

    


     

    (b)           If
to the Corporation to:

     

    CyberDefender Corporation

    617 West 7th Street,
Suite 1000

    Los Angeles, California
90017

    Attn: Office of the
Secretary

    


    
      
         

      

      
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    or such
address as may have been furnished to Indemnitee by the Corporation or to the
Corporation by Indemnitee, as the case may be.

     

    19.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall
constitute the original.

     

    20.           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware without giving
effect to its rules of conflicts of laws.

     

    21.           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns (including any direct or indirect successors by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or
assets of the Corporation), spouses, heirs, and personal and legal
representatives.  The Corporation shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Corporation, by written agreement in form and substance
satisfactory to the Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform if no such succession had taken place.

     

    22.           Subsequent Instruments and
Acts.  The parties hereto agree that they will execute any
further instrument and perform any acts that may become necessary from time to
time to carry out the terms of this Agreement.

     

    23.           Modification and
Waiver.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     

    24.           Notice by
Indemnitee.  Indemnitee agrees promptly to notify the
Corporation in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other documents relating to any Proceeding
or matter which may be subject to Indemnification or advancement of Expenses
covered hereunder.

     

    25.           Miscellaneous.  Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties hereby have caused this Agreement to be duly executed and signed as of
the day and year first above written.

     

    
      
        	 	      
                CyberDefender Corporation,

                a Delaware
      corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Gary
      Guseinov, Chief Executive Officer	 


      

    


     

    
      	 	      
              INDEMNITEE:

            	 
	 	 	 	 
	
               

            	
               

            	 
	 	 	 
	 	 	 
	 	Printed
      Name