KEY EXECUTIVE EMPLOYMENT
AGREEMENT

    


    THIS KEY EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) is made this 24th day of March, 2009 (the
“Effective Date”), by and between CYBERDEFENDER CORPORATION, a California
Corporation (the “Company”), and Kevin Harris, (the “Executive”).

    


    WHEREAS, on January 13, 2009,
the Company’s Board of Directors duly appointed the Executive as its Chief
Financial Officer and authorized the Company to negotiate and enter into a
definitive employment agreement with the Executive in accordance with certain
key terms approved and adopted by the Board of Directors on such date (the
“Initial Terms”);

    


    WHEREAS, Executive became a
full-time employee of the Company on January 1, 2009 (the “Commencement Date”),
performing the duties of Chief Financial Officer as of such date, and prior to
the Commencement Date he performed similar duties as an independent contractor
of the Company;

    


    WHEREAS, the parties are
entering into this Agreement to set forth and confirm their respective rights
and obligations with respect to the Executive’s employment by the Company and to
modify, supersede and replace the Initial Terms as provided herein;

    


    NOW THEREFORE, in
consideration of the mutual covenants set forth below, the parties agree as
follows:

    


    Terms
& Conditions

    


    
      	
              1.

            	
              Employment.  Company
      hereby hires Executive to continue serving as its Chief Financial Officer
      and to become a member of the Company’s Board of Directors as of the date
      of this Agreement.

            


    

    


    
      	
              2.

            	
              Duties.  Policies.  Executive
      agrees to serve as the Chief Financial Officer as defined in Exhibit “A,”
      attached and incorporated herein by reference, subject to the terms set
      forth in this Agreement.  Executive hereby accepts such
      employment on the terms and conditions described
      herein.  Executive shall obtain the prior written approval of
      the Company’s Board of Directors (which approval shall not be unreasonably
      withheld), before Executive shall be entitled to serve as director on the
      governing boards of other for-profit or not-for-profit entities and to
      retain any compensation and benefits resulting from such service, so long
      as such service does not unduly interfere with his duties and obligations
      under this Agreement. Company acknowledges that Executive currently serves
      as Treasurer on the board of Lollipop Theater Network, a 501(c)(3)
      non-profit organization.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Standard of
      Performance.  Executive shall at all times faithfully and
      industriously and to the best of Executive’s ability, experience, and
      talents perform all of the duties that may be required of Executive and as
      may be assigned to Executive from time to time by the Board of Directors
      of the Company consistent with the terms of this
      Agreement.  Executive shall work on a full-time basis for
      Company. Executive at no time shall provide services to competing
      businesses.

            


    

    


    
      	
              4.

            	
              Term.  The
      term of Executive’s employment pursuant to this Agreement is deemed to
      have commenced as of the Commencement Date, as described in the recitals
      of this Agreement, and shall and continue until the 31st
      day of December, 2010 (the “End Date”), or upon termination of this
      Agreement described in Section 7 below, whichever shall occur first (the
      “Term”).     All previous employment agreements
      shall be null and void and this agreement shall serve as the final
      employment agreement. If this Agreement has not been previously terminated
      pursuant to Section 7 below, then, without further action by either party,
      this Agreement shall be renewed for a successive period of 1 year from the
      End Date, and in each succeeding year thereafter for an additional 1 year
      renewal Term or, in each case until termination as described herein,
      unless Executive is otherwise notified in writing at least 90 days
      before the end of the initial Term or any of the successive one year
      terms.

            


    

    


    
      	
              5.

            	
              Compensation.  In
      consideration of all services rendered during the term of this Agreement,
      Company shall pay Executive the amounts described in Exhibit “A”, which is
      attached and incorporated fully by reference herein.  Executive
      will receive no additional compensation for serving the Company in any
      other capacity, unless by prior written approval of the Board of
      Directors.  Executive’s base salary shall not be decreased
      during the Term.

            


    

    


    
      	
               
      

            	
              a.

            	
              Benefits and
      Expenses.  Subject to Section 6 and upon satisfaction of
      applicable eligibility requirements, Executive shall be entitled to
      participate in all fringe benefits which Company may from time to time
      make generally available to other Executives of the Company with
      comparable responsibilities, subject to the provisions of those programs,
      including but not limited to incentives, bonuses, family health, family
      dental, at home and mobile Internet access, cell phone, 401K matching,
      disability, and other plans and programs (collectively “Benefits”) as may
      be offered by Company from time to
time.

            


    

    


    
      	
               
      

            	
              b.

            	
              Stock Option
      Entitlement.  Executive shall be entitled to stock
      options in Company as described in Exhibit “A.”  Said
      entitlement is based upon Executive’s continued employment, subject to the
      provisions of Sections 7 and 8 below, during the initial term of this
      Agreement.  All stock options granted to Executive pursuant to
      this Agreement shall be governed by the terms and conditions of the
      Company’s stock option plan and stock option agreement as approved by the
      Company’s Board of Directors.

            


    

    


    
      	
               
      

            	
              c.

            	
              Incentive Bonus
      Compensation.  Executive shall be entitled to bonus
      compensation as described in Exhibit “A” based upon achievement of
      milestones as noted as well as any other Company incentive bonus
      compensation plans as Company may adopt from time to
  time.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

            	
              Vacation.  Executive
      shall be entitled to vacation time, as defined in Exhibit “A” attached
      hereto and incorporated by reference herein, during each year of the term
      of the Agreement.  Executive shall take vacations in accordance
      with the Company’s policies as they may change from time to
      time.

            


    

    


    
      	
              6.

            	
              Deductions.  Company
      shall deduct and withhold from all compensation payable to Executive all
      amounts required to be deducted or withheld pursuant to any present or
      future federal, state, or local law, ordinance, regulation, order, writ,
      judgment, or decree requiring such deduction or
    withholding.

            


    

    


    
      	
              7.

            	
              Termination.  This
      Agreement and Executive’s employment by Company may be terminated prior to
      the end of the initial term (or any renewal period) upon thirty (30) days’
      prior written notice from Executive to the Company, with the termination
      date effective upon the lapse of thirty days from the receipt of notice of
      intent to terminate (the “Effective Termination
      Date”).  Executive’s employment may be terminated by Company
      prior to the End Date of the initial Term or any renewal Term, i) upon any
      change of control as described in Subsection (a) below; ii) upon
      Executive’s Constructive Termination as described in Subsection (b) below;
      (iii) in the event of Executive’s death or disability as described in
      Subsection (c) below; or iv) for cause, as defined in Subsection (d)
      below.

            


    

    


    
      	
               
      

            	
              a.

            	
              Change of
      Control.  All stock option grants and contingent stock
      option grants, as described in Exhibit “A” Bonuses, shall automatically
      vest upon a Change of Control. The term "Change of Control" shall mean the
      sale or disposition by the Company to an unrelated third party of 50% or
      more of its business or assets, or the sale of the capital stock of the
      Company in connection with the sale or transfer of a controlling interest
      in the Company to an unrelated third party, or the merger or consolidation
      of the Company with another corporation as part of a sale or transfer of a
      controlling interest in the Company to an unrelated third party
      however Change of Control shall not include the Company’s ongoing
      fundraising efforts and potential changes in the capitalization
      structure.  Equity grants shall completely vest upon the
      completion of Change of Control described in this section.  In
      the event of a termination upon a Change of Control, Executive will
      receive Post Termination Benefits, as defined in Exhibit
    “A”.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              b.

            	
              Constructive
      Termination. The term "Constructive Termination" shall mean (i) a
      change in the position, authority, duties, responsibilities (including
      reporting responsibilities) or status with the Company of the Executive
      that is inconsistent in any material and adverse respect with the
      Executive's position, authority, duties, responsibilities or status with
      the Company as provided in this Agreement, (ii) an adverse change in the
      Executive's title, (iii) any reduction in salary not agreed to by the
      Executive, unless such reduction is concurrent with and part of a
      Company-wide reduction in salary for all employees, (iv) any breach by the
      Company of any other material obligation of the Company under this
      Agreement, (v) any requirement by the Company to relocate Executive to an
      office outside of Los Angeles County, California or outside a thirty (30)
      miles radius from Executive's residence as of the Effective Date, (vi) any
      purported termination by the Company of the Executive's employment other
      than as permitted by this Agreement, or (vii) the failure of Executive to
      be elected or reelected to the Board of Directors during the
      Term.

            


    

    


    
      	
               
      

            	
              c.

            	
              Disability.  Company
      may terminate Executive's employment if Executive suffers a disability
      that renders Executive unable, as determined in good faith by the Board,
      to perform the essential functions of the position, even with reasonable
      accommodation, for six months in any 12-month period.  If
      Executive's employment is terminated under this section 7(c), Executive
      shall receive payment for all accrued salary, earned and pro rata bonus
      compensation, vacation time, and benefits under Company benefit plans
      through the Termination Date, which for purposes of this section shall be
      a date specified by the Board.  After the Termination Date,
      Company shall not pay to Executive any other compensation or payment of
      any kind, or severance, or payment in lieu of notice. However, all health
      and dental benefits provided shall be extended, at Executive’s election
      and cost, to the extent permitted by Company’s policies and benefit plans,
      for six months after Executive’s Termination Date, except as required by
      law (e.g. COBRA health insurance continuation election).  Except
      as set forth in the preceding sentence, all benefits provided by Company
      to Executive under this Agreement or otherwise shall cease on the
      Termination Date.

            


    

    


    
      	
               
      

            	
              d.

            	
              Cause.  The
      term “cause” in the event of termination of the Executive employment
      means: i) the commission of any act of fraud, embezzlement or dishonesty
      by the Executive that is materially and demonstrably injurious to the
      Company; ii) any act or omission by Executive which constitutes a material
      default or breach of the terms in this Agreement, including, but not
      limited to Sections 9 and 11; or iii) any other intentional misconduct by
      the Executive that has a material adverse affect on the business or
      affairs of the Company or its affiliates.  In the event the
      Company desires to terminate Executive for “cause” as defined herein,
      Company shall give Executive written notice of the circumstances
      constituting the termination for “cause” per Section 13,
      below.  After receipt of such notice, Executive shall have
      fifteen (15) days to cure the circumstances constituting “cause” to the
      satisfaction of the Company’s Board of Directors.  The
      determination as to whether or not such circumstances have been
      sufficiently cured by Executive shall be determined by a majority of the
      Board of Directors, in their sole and absolute
  discretion.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              8.

            	
              Consequences of
      Termination.  In the event of termination as described in
      Section 7, Company shall be obligated to make payments and provide
      benefits accrued to the Executive within three (3) business days of the
      Effective Termination Date.

            


    

    


    
      	
               
      

            	
              a.

            	
              Termination by
      Company.

            


    

    


    
      	
               
      

            	
              i.

            	
              For
      Cause.  Upon effective termination for cause, Executive
      is entitled to accrued salary, earned and pro rata bonus compensation,
      vested stock options and vested benefits.  No severance or Post
      Termination Benefits will be paid.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Without Cause. Where
      Company terminates Executive at its sole discretion but without cause,
      Executive is entitled to accrued salary, earned and pro rata bonus
      compensation, full vesting of all stock options granted or conditionally
      granted,  and the Post Termination Benefits as identified in
      Exhibit “A” herein.

            


    

    
      	
               
      

            	
              iii.

            


    

    
      	
               
      

            	
              b.

            	
              Constructive
      Termination. In the event of Constructive Termination of Executive,
      Executive is entitled to:

            


    

    


    
      	
               
      

            	
              i.

            	
              occurring
      later than six (6) months after the Effective Date, upon termination of
      employment Executive is entitled to accrued salary, earned and pro rata
      bonus compensation, vested benefits, full vesting of all stock option
      grants and conditional grants, and Executive will receive Post Termination
      Benefits, as defined in Exhibit
“A”.

            


    

    


    
      	
               
      

            	
              ii.

            	
              occurring
      earlier than six (6) months after the Effective Date, upon termination of
      employment Executive is entitled to accrued salary, earned and pro rata
      bonus compensation, vested benefits, and vested stock options and a
      lump sum severance benefit equal to three (3) months salary (of
      Executive’s base salary at the time of
  termination).

            


    

    


    
      	
               
      

            	
              c.

            	
              Termination by
      Executive.

            


    

    


    
      	
               
      

            	
              i.

            	
              Voluntary.  Where
      Executive voluntarily terminates Executive’s employment with Company, for
      any reason other than retirement, death or disability (as defined in
      Section 7(b)), Executive is entitled to accrued unpaid salary, earned and
      pro rata bonus compensation, vested stock options and any benefits
      required by law.  Any Post Termination Benefits are not
      available and not payable to Executive should Executive terminate
      employment by reason hereof.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Involuntary.  Where
      Executive's employment is terminated due to retirement, death or
      disability, then the Executive or the Executive's representative
      (including anyone representing Executive's interests subsequent to the
      above-mentioned events) is entitled to any accrued unpaid salary, earned
      and pro rata bonus compensation, vested stock and stock
      options,.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              9.

            	
              Technology and Confidential
      Information.  Executive is retained by the Company in a
      capacity in which he may generate intellectual property of value to the
      Company, and under conditions in which he shall have access to
      Confidential Information which is unique and valuable to the Company and
      not generally known.  Accordingly, Executive agrees
      that:

            


    

    


    
      	
               
      

            	
              a.

            	
              Definitions.

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      term “Intellectual Property” as used in this Agreement includes, for
      example: concepts; discoveries; developments and technical contributions;
      manufacturing, engineering and programming techniques; designs; computer
      software and programs; data and technical information (irrespective of
      whether in human or machine readable form), inventions (whether or not
      patentable), works of authorship, mask works; and trademarks and
      goodwill;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      term “Affiliated Companies” used in this Agreement means any business
      entity: (i) which is owned in whole or in part by the Company; (ii) which
      is owned by a business entity which is owned in whole or in part by the
      Company; (iii) which owns a controlling interest in the Company; or (iv)
      in which a controlling interest is owned by a business entity which in
      turn owns the Company;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      terms “Intellectual Property Relevant to the Company” and “Relevant
      Intellectual Property” as used in this Agreement means all Intellectual
      Property that Executive may, during the Term
      and within Executive’s scope of employment, solely or jointly with
      others author, conceive, develop or reduce to practice, or cause to be
      authored, conceived, developed or reduced to
    practice.

            


    

    


    
      	
               
      

            	
              (4)

            	
              The
      term “Confidential Information” as used in this Agreement means any and
      all Intellectual Property and technical and business information disclosed to Executive by the Company
      which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              concerns
      or relates to any aspect of the business of the Company or any Affiliated
      Company,

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      owned or used by the Company or any Affiliated Company,
  or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              is,
      for any reason, otherwise treated as confidential by the Company or an
      Affiliated Company;

            


    

    


    
      	
               
      

            	
              except such items
      which Executive can show by clear and convincing evidence
      were:

            


    

    


    
      	
               
      

            	
              (d)

            	
              publicly
      and openly known (i.e., in the public domain) prior to the date of this
      Agreement, or

            


    

    


    
      	
               
      

            	
              (e)

            	
              subsequent
      to the data this Agreement, became publicly and openly known through no
      fault of Executive.

            


    

    


    
      	
               
      

            	
              b.

            	
              Development and Disclosure of
      Intellectual Property to Company. During the Term, Executive will
      assist the Company in all reasonably
      possible ways within Executive’s duties and
      expertise, in the discovery, perfection and development of Relevant Intellectual Property and will, at
      all times, promptly and fully disclose all such Relevant Intellectual Property to the
      Company, recognizing that any Intellectual Property Relevant to the
      Company shall be the exclusive property of the Company or its nominee,
      whether or not reduced to practice, published, or patented, copyrighted or
      licensed to others.

            


    

    


    
      	
               
      

            	
              c.

            	
              Assignment. Except as provided in Section 9(h) below,
      Executive hereby assigns (and will assign without further
      consideration, except as may be provided by statute) to the Company or its
      nominee all rights to all Relevant Intellectual Property (whether or not
      patentable, copyrightable, or susceptible to any other form of protection)
      in the United States and all foreign countries.  With respect to Relevant Intellectual Property,
      this assignment includes, among other
  things:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      full and exclusive right, title and interest to such Intellectual
      Property, in the United States and all other
  countries;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      right of priority and all other rights under any and all international
      agreements to which the United States of America
  adheres;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      right to file and prosecute applications in any and all countries for
      patents, copyright registrations, design registrations, mask work
      protection and/or other protection;
and

            


    

    


    
      	
               
      

            	
              (4)

            	
              All
      applications for patents, copyright registrations, design registrations,
      mask work protection and/or other protection, and all patents,
      registrations and the like which result in such
    applications.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              d.

            	
              Work for Hire. Any
      copyrightable works comprising Relevant Intellectual Property will be
      Works for Hire under the copyright laws of the United States with respect
      to all of the rights comprised in such works, including any separate
      contributions to collective works.

            


    

    


    
      	
               
      

            	
              e.

            	
              No Inconsistent Acts;
      Assistance to the Company. Executive shall not, at any time during
      the Term or thereafter, knowingly
      take, or knowingly cause, any action or omission which would be
      inconsistent with or tend to impair the rights of the Company or any
      Affiliated Company in Relevant Intellectual Property or in Confidential
      Information, and Executive will,  subject
      to reasonable hourly compensation, assist the Company in every
      proper and legal way to obtain, maintain and protect its rights in
      Relevant Intellectual Property, and its rights in Confidential Information
      to which Executive had access during the
Term.

            


    

    


    
      	
               
      

            	
              f.

            	
              No Unauthorized Disclosure or
      Use of Confidential Information. Executive acknowledges that any
      unauthorized disclosure or use of Confidential Information to which he
      shall have access by virtue of his position in the Company may cause
      the Company irreparable injury or loss.  Accordingly, Executive
      shall not, at any time during the Employment Term or for a period of one
      (1) year thereafter, use any Confidential Information in any manner not
      expressly authorized by the Company and, unless Executive has prior
      written authorization from the Company, shall not disclose to others any
      Confidential Information or use any Confidential Information other than as
      required in the performance of Executive’s duties under this
      Agreement.

            


    

    


    
      	
               
      

            	
              g.

            	
              Return of Confidential
      Information And Company Materials. Upon termination of this
      Agreement, Executive will return to the Company all Confidential
      Information, and any other documents relating to the business of the
      Company or any Affiliated Company, and all Company documents, equipment
      and supplies that may be in Executive’s possession.  Executive
      will return to Company all copies of Company documents, drawings, software
      and programs, including all recordings on magnetic, optical or other
      media, and all listings, and shall not take or retain any copies
      thereof.

            


    

    


    
      	
               
      

            	
              h.

            	
              Exception to
      Assignments.  It is agreed
      and acknowledged that the provisions of this Agreement requiring
      assignment by Executive of Intellectual Property to the Company do not
      apply to any invention that qualifies fully under the provisions of
      California Labor Code Section 2870 (attached hereto as
      Exhibit “B”).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              10.

            	
              Injunctive
      Relief.  The parties agree that damages would be an
      inadequate remedy for Company in the event of a breach or threatened
      breach of Section 9(f) of this Agreement by Executive, and in the event of
      any such breach or threatened breach, Company may, either with or without
      pursuing any potential damage remedies, seek to obtain and enforce an
      injunction prohibiting Executive from violating Section 9(f) of this
      Agreement and requiring Executive to comply with its
  terms.

            


    

    


    
      	
              11.

            	
              Representations.  Executive
      hereby represents and warrants to Company that he: (a) is not now under
      any contractual or quasi-contractual obligation that is inconsistent or in
      conflict with this Agreement or that would prevent, limit or impair
      Executive’s performance of his obligations under this Agreement; (b) that
      he has been advised that he may seek the advice and representation of
      independent counsel prior to entering into this Agreement; and (c) fully
      understands its terms and provisions. Company hereby represents and
      warrants that the execution and delivery of this Agreement has been duly
      authorized by the Company and that the Company has taken all necessary
      corporate action for such execution and
  delivery.

            


    

    


    
      	
              12.

            	
              Attorneys’
      Fees.  If any legal proceeding is necessary to enforce or
      interpret the terms of this Agreement, or to recover damages for breach of
      this Agreement, the prevailing party shall be entitled to reasonable
      attorney fees, as well as costs and disbursements, in addition to any
      other relief to which the prevailing party may be
  entitled.

            


    

    


    
      	
              13.

            	
              Notices.  Any
      notices provided hereunder must be in writing and shall be deemed
      effective on the earlier of personal delivery (including personal delivery
      by facsimile) or the third day after mailing first class mail to the
      recipient at the address indicated
below:

            


    

    


    
      
        	
                CYBERDEFENDER
      CORPORATION

              	 
      	
                EXECUTIVE

              
	
                617
      West 7th Street Suite 401

              	 
      	
                P.O.
      Box 492105

              
	
                Los
      Angeles, CA  90017

              	 
      	
                Los
      Angeles, CA 90049

              


      

    

    


    or to
such other address or to the attention of such other person as the recipient
party will have specified by prior written notice to the sending
party.

    


    
      	
              14.

            	
              Severability.  If
      any term, provision, or part of this Agreement is found by a court to be
      invalid, illegal, or incapable of being enforced by any rule of law or
      public policy, all other terms, provisions, and parts of this Agreement
      shall nevertheless remain in full force and effect as long as the economic
      or legal substance of the transactions contemplated hereby is not affected
      in any manner materially adverse to any party.  On such
      determination that any term, provision, or part of this Agreement is
      invalid, illegal or incapable of being enforced, this Agreement shall be
      deemed to be modified so as to effect the parties’ original intent as
      closely as possible to the end that the transactions contemplated by this
      Agreement and the terms and provisions of this Agreement are fulfilled to
      the greatest extent possible.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              15.

            	
              Entire
      Agreement.  This document (and the agreements, plans and
      exhibits referred to herein) constitutes the final, complete, and
      exclusive embodiment of the entire agreement and understanding between the
      parties related to the subject matter of the Agreement and supersedes and
      preempts any prior or contemporaneous understandings, agreements, or
      representations by or between the parties, written or
      oral.  Without limiting the generality of the foregoing, except
      as provided in this Agreement, all understandings and agreements, written
      or oral, relating to Executive’s employment by Company, or the payment of
      any compensation or the provision of any benefit in connection therewith
      or otherwise, are hereby terminated and shall be of no future force and
      effect.

            


    

    


    
      	
              16.

            	
              Counterparts.  This
      Agreement may be executed on separate copies, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will constitute one and the same
agreement.

            


    

    


    
      	
              17.

            	
              Successors and
      Assigns.  This Agreement is intended to bind and inure to
      the benefit of and be enforceable by Executive and Company, and their
      respective successors and assigns, except that Executive may not assign
      any of his rights or duties under this Agreement without Company’s prior
      written consent.

            


    

    


    
      	
              18.

            	
              Amendments.  No
      amendments or other modifications to this Agreement may be made except by
      a writing signed by both parties.  Except for Executive’s estate
      or legal representative and affiliates of Company, nothing in this
      Agreement, express or implied, is intended to confer on any third person
      any rights or remedies under or because of this
  Agreement.

            


    

    


    
      	
              19.

            	
              Choice of
      Law.  Executive and Company agree that this Agreement
      shall be interpreted in accordance with and governed by the laws of the
      State of California.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties now execute this Agreement, to be effective on the date first stated in
this Agreement.

    


    ACKNOWLEDGED
AND ACCEPTED:


    


    
      
        
          
            	
                    EXECUTIVE

                  
	 
      
	/s/
      Kevin
      Harris
	
                    Kevin
      Harris

                  


          

        

      

    

    


    ACCEPTED
AND AGREED:

     

    
      
        
          
            	
                    CYBERDEFENDER CORPORATION

                  
	 
      
	/s/
      Gary Guseinov
	
                    Gary Guseinov

                  
	
                    Chief
      Executive
Officer

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    1.  Job Description
– Executive shall perform such duties as are consistent with his position as
Chief Financial Officer as may be reasonably required by Company’s Board of
Directors (the “Board”).  Such duties shall include, without
limitation, the duties and responsibilities typically carried out by a Chief
Financial Officer, specifically including without limitation:

    


    
      	
               
      

            	
              ·

            	
              Manage
      all aspects of finance/accounting/administration and human
      resources

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      financial guidance to all members of management and
      departments

            


    

    
      	
               
      

            	
              ·

            	
              Create
      processes related to financial
control

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      all Investor Relations activities

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      Human Resources department

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      Senior Analyst

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      customer rebilling and chargebacks

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      office / facilities / admin staff

            


    

    
      	
               
      

            	
              ·

            	
              Absorb
      oversight of day to day financial activity from
  CEO

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      Company’s implementation of SOX404

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      Public reporting process with Company’s counsel and
    auditors

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      and maintain running financial
forecast(s)

            


    

    
      	
               
      

            	
              ·

            	
              Occasional
      meetings with board and investors

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      CEO as needed in relation to Business Development and Growth
      Management

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      Company’s expansion into larger
facilities

            


    

    
      	
               
      

            	
              ·

            	
              Absorb
      many of the responsibilities currently handled by outside counsel and
      assist the Company in reducing its dependence on this
    service

            


    

    
      	
               
      

            	
              ·

            	
              Active
      member of Board of Directors

            


    

    


    
      	
              2.

            	
              Compensation:

            


    

    


    
      	
               
      

            	
              ·

            	
              One
      Hundred and Ninety Thousand US Dollars ($190,000) per year, payable
      bi-monthly.  The Company and Executive agree to review
      Executive’s base salary at least every six (6) months from the date of
      this Agreement and may at its discretion increase the Executive’s base
      salary.

            


    

    
      	
               
      

            	
              ·

            	
              Two
      Hundred Thousand (200,000) CyberDefender options - $1.00 per share, ten
      year term, 25,000 to vest immediately and 25,000 to vest on April 1, 2009
      and rest (150,000) to vest in 24 equal monthly increments over the 2 year
      term of this Agreement starting as of the Commencement
    Date.

            


    

    


    
      	
              3.

            	
              Directors and Officers Insurance  -
      Executive shall be initially appointed to the Company’s Board of
      Directors and Company agrees to secure directors and officers liability
      insurance covering Executive in his capacity as an officer and director of
      Company in the amount of no less than $1,000,000 or as otherwise
      determined by the Board.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Bonuses - Ability to
      earn up to 25% of base compensation in performance bonuses per year based
      on achieving agreed upon goals. In addition, to be included in any
      Executive bonus pool or deferred compensation arrangement.  

            


    

    


    Goals
will be measured by Qtr and bonuses will be paid earned by Qtr.  Total
bonus for 2009 is estimated at 25% of $190K or $47,500 and 100,000 Options at
$1.00 per share which breaks down to $11,875 and 25,000 per Qtr.,
respectively.  The goals for measuring this are:

    


    
      	
               
      

            	
              ·

            	
              Effectively
      transition the role of CFO and join Board of
  Directors

            


    

    
      	
               
      

            	
              ·

            	
              Successfully
      manage the 12-31-08 10-K audit and
filing

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      shareholder inquiries, investment banking relationships,
    etc...

            


    

    
      	
               
      

            	
              ·

            	
              Develop
      Sarbanes Oxley documentation – effectively saving the Company $30-50K in
      Q1 2009.

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      guidance on implementation of new E-Commerce
  System

            


    

    
      	
               
      

            	
              ·

            	
              Reduce
      chargeback rates to below 1%

            


    

    
      	
               
      

            	
              ·

            	
              Help
      raise growth capital for the company ($2M to $5M in
  2009)

            


    

    
      	
               
      

            	
              ·

            	
              Manage
      overall growth – improve hiring
protocols

            


    

    
      	
               
      

            	
              ·

            	
              Negotiate
      new office space to accommodate
growth

            


    

    
      	
               
      

            	
              ·

            	
              Reduce
      dependence on outside legal – reduce legal expense by 25% from prior
      periods

            


    

    
      	
               
      

            	
              ·

            	
              Alleviate
      certain responsibilities from CEO to free up his time to focus on business
      development – specific responsibilities to be identified by CEO (check
      signing, invoice approvals, etc...)

            


    

    
      	
               
      

            	
              ·

            	
              Cash
      bonuses will be paid out when the company is cash flow positive as per
      board approval.

            


    

    


    Options
will vest evenly over a two-year period as earned per
above.                    

    


    Total
bonus for 2010 to be equal to or greater than 2009 bonus, specifics to be agreed
upon by the parties on or about January 1, 2010.

    


    
      	
              4.

            	
              Benefits

            


    

    


    Benefits: The Company shall
pay for major health and dental insurance for the employee and immediate family
as per the existing senior management plan of the Company.  Car
allowance of $750 per month

    


    Paid Sick/Personal Leave:
    Up to six days maximum per annum or in line with
established Company policy for employees at the CXO level.

    


    Business Expenses: Company
agrees to reimburse employee for any reasonable and customary business expense
incurred by employee, including and not limited to travel, accommodations,
transportation, professional license fees, personal car business mileage, mobile
phone and data usage, business entertainment, and any office expenses not paid
directly by the Company, subject to the Company’s travel and expense
policy.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              Vacation – 4
      weeks paid vacation.  Must get approval from management team
      before taking vacation.

            


    

    


    
      	
              6.

            	
              Post Termination Benefits –
      Executive will receive his monthly base salary then in effect for
      the lesser of: (a) six (6) months, or (b) the remaining term of this
      Agreement.  Further, Executive will receive continuing coverage
      under any existing health and dental insurance program for a period of six
      (6) months following termination of this
  Agreement.

            


    

    


    ACKNOWLEDGED:          Executive:
__________   Company: __________