FIRST AMENDMENT TO
LEASE


    


    THIS FIRST AMENDMENT TO LEASE (this
“First Amendment”) is made to be effective as of the 30th day of January, 2009,
by and between 617 7th STREET
ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and
CYBERDEFENDER CORPORATION, a California corporation (“Tenant”).

    


    Recitals

    


    A.           Landlord
and Tenant entered into that certain Lease dated October 19, 2007 (the “Lease”),
covering certain space known as Suite 401 and consisting of approximately 4,742
square feet of net rentable area (the “Current Premises”) located on the fourth
(4th) floor
of that certain building located at 617 West 7th Street,
Los Angeles, California (the “Building”).

    


    B.           The
Lease Term commenced on March 24, 2008 and expires on May 31, 2013.

    


    C.           Tenant
desires to lease from Landlord and Landlord desires to lease to Tenant Suite 404
consisting of approximately 2,395 square feet of net rentable area located on
the fourth (4th) floor
of the Building as more particularly described on Exhibit A attached
hereto (the “Expansion Premises” or “Suite 404”) for a term of one year
commencing January 26, 2009 and ending January 25, 2010. 

    


    D.           Landlord
and Tenant are currently negotiating a potential relocation and further
expansion of the Expansion Premises into approximately 15,876 square feet of net
rentable area located on the ninth (9th) floor
of the Building (the “Ninth Floor Space” and the potential lease thereof, the
“Ninth Floor Lease”) for a term consisting of the entire remaining balance of
the Lease Term.

     

    E.           Unless
otherwise expressly provided herein, capitalized terms used herein shall have
the meanings as designated in the Lease.

    


    Agreement:

    


    In consideration of the mutual
covenants and agreements contained herein and in the Lease, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

    


    1.           Addition of Expansion Space
to Premises.  For the period commencing on January 30, 2009
(the “Expansion Effective Date”) and ending January 29, 2010 (the “Expansion
Period”), the Premises shall be expanded to include the Current Premises and the
Expansion Premises.  As of the Expansion Effective Date and continuing
throughout the Expansion Period, all references in the Lease (and, where the
context so requires, in this First Amendment) to the “Premises” shall be deemed
to include the Expansion Premises in addition to the Current
Premises.  The Expansion Premises shall be added to the Premises, for
all purposes, as of the Expansion Effective Date and for the Expansion Period,
upon and subject to all of the terms, covenants and conditions of the Lease (as
amended hereby); provided, however, that Tenant’s obligation to make rental
payments under the Lease with respect to the Expansion Premises, as set forth
below, shall commence upon the Expansion Effective Date.  After the
addition of the Expansion Premises to the Premises as more fully set forth in
this First Amendment and throughout the Expansion Period, the Premises will be
deemed to consist of 7,137 square feet of net rentable area.


    
      
         


      

      
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    2.           Expansion Space
Delivery. Tenant acknowledges that it has had an opportunity to conduct,
and has conducted, such inspections of the Expansion Premises as it deems
necessary to evaluate their condition.  Tenant shall accept possession
of the Expansion Premises in their current “as-is” condition.

    


    3.           Construction of
Improvements.    Landlord shall have no obligation to
make any repairs, improvements, additions or alterations to the Expansion
Premises or to provide any tenant improvement allowance to Tenant in connection
therewith.  Without limiting the generality of the foregoing, the Work
Letter attached to the Lease as Exhibit E shall not
apply with respect to the Expansion
Premises.     Tenant shall be solely responsible for
constructing at its sole cost and expense any improvements to the Expansion
Premises required for Tenant’s use of the Expansion Premises.

    


    4.           Amendment to Exhibit
A.  To reflect the addition of the Expansion Premises to the
Premises, for the period commencing on the Expansion Effective Date and
continuing throughout the Expansion Period, Exhibit A to the
Lease shall be amended to also include Exhibit A to this
First Amendment.   

    


    5.           Base Monthly Rent –
Expansion Premises.  Commencing on the Expansion Effective
Date, and continuing each month throughout the Expansion Period, Tenant shall
pay Base Monthly Rent for the Expansion Premises (in addition to any other Base
Monthly Rent due and payable under the Lease) as follows:

    


    
      
        
          
            
              
                	
                        Time Period

                      	 	
                        Base Monthly Rent

                      	 
	 
      	 	 	 
	
                        January
      30, 2009 – January 29, 2010

                      	 	$	5,787.92	 


              

            

          

        

      

    

    


    Notwithstanding
the foregoing, and on the express condition that Tenant abides by all of the
terms and conditions of the Lease and no event of default occurs under the
Lease, Tenant shall be entitled to an abatement of Base Monthly Rent with
respect to the Expansion Premises only, commencing on the Expansion Effective
Date and ending one (1) month thereafter, such that the effective Base Monthly
Rent for such one (1) month shall be $Zero.  Notwithstanding such
concession of Base Monthly Rent, Landlord and Tenant agree that Tenant’s
obligation to pay Base Monthly Rent with respect to the Expansion Premises shall
continue throughout the Expansion Period, and in the event that Tenant defaults
under the Lease beyond applicable notice and cure periods, then
all Base Monthly Rent not collected by Landlord during the Expansion Period due
to the foregoing Base Monthly Rent abatement shall, as of the date of Tenant’s
default, become immediately due and payable.  Such obligation of
Tenant for payment of Base Monthly Rent not collected during the Expansion
Period shall be independent of and in addition to Landlord's other rights and
remedies available to it pursuant to the Lease or otherwise available at law or
in equity.


    
      
         


      

      
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    6.           Additional Rent – Expansion
Premises; Modification of Tenant’s Share.  Commencing on the
Expansion Effective Date and continuing throughout the Expansion Period, Tenant
will pay Tenant’s Share of Expense Increases with respect to the Expansion
Premises in accordance with the terms and provisions of Article 4 of the
Lease except that the Base Year as set forth in Section Q of the Summary of
Basic Lease Terms shall be adjusted, with respect to the Expansion
Premises only, to reflect a Base Year of calendar year
2009.  In connection therewith, for the period commencing on the
Expansion Effective Date and continuing throughout the Expansion Period,
Tenant’s Share, as set forth in Section F of the Summary of Basic Lease Terms
shall be increased to 3.711% in total (calculated by dividing 7,137 into
192,323), of which 2.466% shall be associated with the Current Premises and
subject to a 2008 Base Year, and 1.245% shall be associated with the Expansion
Premises and subject to a 2009 Base Year.  Except as amended hereby,
all rental, including, without limitation, Base Monthly Rent and Tenant’s Share
of Expense Increases, shall be payable in accordance with the terms and
provisions of the Lease.

    


    7.           Negotiations for Ninth Floor
Lease.  Base Monthly Rent with respect to the Expansion
Premises only shall be temporarily abated for the period commencing on February
26, 2009 and continuing until the earlier of the commencement of the term under
the Ninth Floor Lease and December 31, 2009 (the “Expansion Premises Rent
Abatement” and the period thereof, the “Expansion Premises Rent Abatement
Period”) provided that (a) Tenant and Landlord are negotiating in good faith for
the leasing by Tenant of the Ninth Floor Space, (b) Tenant and Landlord have
executed a letter of intent regarding such Ninth Floor Lease on or before April
15, 2009, (c) neither party has terminated negotiations regarding the Ninth
Floor Lease and (d) the Ninth Floor Lease is executed by Landlord and Tenant on
or before June 30, 2009.  In the event (i) such letter of intent is
not executed by Landlord and Tenant on or before April 15, 2009, (ii) either
party, in their sole discretion for any reason (or for no reason), elects to
terminate negotiations regarding the Ninth Floor Lease or (iii) the Ninth Floor
Lease is not otherwise executed by Landlord and Tenant on or before June 30,
2009, then the Expansion Premises Rent Abatement shall become null and void and
of no further force or effect, and all Base
Monthly Rent for the Expansion Premises not collected by Landlord due to the
foregoing Expansion Premises Rent Abatement (i.e., the Base Monthly Rent
commencing as of the Expansion Effective Date as if no such Expansion Premises
Rent Abatement had occurred) shall immediately
become due and payable.  Thereafter, all Base Monthly Rent for the
Expansion Premises shall continue to accrue in accordance with Section 5
of this First Amendment.  

    


    8.           Additional Conditions of
Expansion Premises Rent Abatement.  Notwithstanding the
concession of Base Monthly
Rent with respect to the Expansion Premises
set forth in Section 7 above, Landlord and
Tenant agree that Tenant’s obligation to
pay Base Monthly Rent with respect
to the Expansion Premises shall continue
throughout the Expansion Period, and in the event that Tenant defaults under the Lease beyond applicable notice and
cure periods, then all Base Monthly Rent not
collected by Landlord during the Expansion
Period due to the foregoing
Expansion Premises Rent Abatement shall, as
of the date of Tenant’s default, become
immediately due and payable.  Such obligation of Tenant for payment of
Base Monthly Rent not collected during the Expansion Period
shall be independent of and in addition to Landlord's other rights and remedies
available to it pursuant to the Lease or otherwise available at law or in
equity.


    
      
         


      

      
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    9.           Additional Security
Deposit.  Contemporaneously with the execution of this First
Amendment, Tenant shall pay to Landlord the amount of $5,787.92 as an additional
security deposit (the “Additional Security Deposit”), which Additional Security
Deposit will be deemed part of the Security Deposit held by Landlord pursuant to
the terms of the Lease, and shall be subject to all of the terms and conditions
of the Lease, including without limitation, Article 6 of the
Lease, as pertains to the Security Deposit.  Landlord and Tenant
acknowledge and agree that Landlord is currently holding a Security Deposit in
the amount of $15,000, and that with the addition of the Additional Security
Deposit, Landlord will be holding a total of $20,787.92 as a Security Deposit
under the Lease.

    


    10.           Brokers.  Neither
Landlord nor Tenant has dealt with any broker or agent in connection with the
negotiation or execution of this First Amendment other than CB Richard Ellis,
Inc., which has acted as Landlord’s broker.  Tenant shall indemnify
Landlord against all costs, expenses, attorneys' fees, and other liability for
any commissions or other compensation claimed by any other broker or agent
claiming the same by, through, or under Tenant.

    


    11.           Time of the
Essence.  Time is of the essence with respect to Tenant’s
execution and delivery of this First Amendment to Landlord.

    


    12.           Binding
Effect.  Except as modified by this First Amendment, the terms
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this First Amendment, shall be binding upon the parties
hereto, their successors and assigns.  This First Amendment shall
become effective only after the full execution and delivery hereof by Landlord
and Tenant.

    


    13.           Ratification of
Lease.  All of the terms and provisions of the Lease, as herein
amended and supplemented, are hereby ratified and confirmed, and shall remain in
full force and effect.

    


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    EXECUTED as of the day and year first
above written.

    


    
      
        
          
            
              
                	
                        LANDLORD:

                      
	 
      
	
                        617
      7TH STREET ASSOCIATES, LLC,

                      
	
                        a
      Delaware limited liability company

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        617
      Partners, LP, a Colorado

                      
	 
      	 
      	
                        limited
      partnership

                      
	 
      	 
      	
                        Its:

                      	
                        Manager

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	
                        AVF
      Management, LLC,

                      
	 
      	 
      	 
      	
                        a
      Colorado limited liability company

                      
	 
      	 
      	 
      	
                        Its:

                      	
                        General
      Partner

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	 
      	
                        Title:

                      	
                        Voting
      Member

                      


              

            

          

        

      

    

     

    
      
        	
                TENANT:

              
	 
      
	
                CYBERDEFENDER
      CORPORATION,

              
	
                a
      California corporation

              


      

    

    


    
      
        
          
            	
                    By:

                  	 
      


          

        

      

    

    
      
        
          
            	
                    Name:

                  	 
      


          

        

      

    

    
      
        
          
            	
                    Title:

                  	 
      


          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
A

    


    DEPICTION
OF EXPANSION PREMISES

    


    [to be
attached]