Media and Marketing Services
Agreement





This
MEDIA AND MARKETING SERVICES AGREEMENT (this “Agreement”) is dated
as of March ___, 2009, to be effective as of March 1, 2009 (the “Effective Date”) by
and between CyberDefender Corporation, a California corporation (“CyberDefender”), and
GR Match, LLC, a Delaware limited liability company (“GRM”).  GRM
and CyberDefender may each be referred to herein as a “Party” and, collectively,
as the “Parties.”





WHEREAS,CyberDefender
currently advertises, markets and sells via the Internet a line of antivirus and
Internet security products which includes, but is not limited to, those products
commonly referred to as CyberDefender Early Detection Center, CyberDefender
Registry Cleaner, CyberDefenderULTIMATE 2008, CyberDefenderCOMPLETE 2008,
CyberDefender Identity Protection Services, MyIdentityDefender Toolbar, and
CyberDefenderFREE (collectively, the “CyberDefender
Products”);





WHEREAS,GRM has expertise in
advising companies in direct response media campaigns, including radio and
television direct response commercials, to promote various products and
services, and in the purchasing of media time in connection with the foregoing;
and





WHEREAS,CyberDefender desires
to receive from GRM, and GRM desires to provide to CyberDefender, certain media
purchasing, production, advertising and marketing services in connection with
the advertising, marketing, sale and distribution of the CyberDefender Products
on the terms and conditions set forth herein.





NOW THEREFORE,in
consideration of the foregoing premises and the respective agreements,
covenants, representations, warranties and conditions herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:





1.          
Services;
Responsibilities of Parties.





1.1         GRM Services. During
the Term (as defined below), GRM shall provide the following services
(collectively, the “GRM Services”) in
connection with the advertising, marketing and sale of the CyberDefender
Products:




(i)           Manage
and purchase media time on CyberDefender's behalf for airing of television and
radio direct response advertising of the CyberDefender Products as reasonably
determined by GRM and in accordance with the budget requirements set forth in
Section 2.1 below,
taking into account for any particular media the track record of success of such
media for similar direct response advertising campaigns (collectively, the
“Media
Campaign”).  Notwithstanding anything herein to the contrary,
GRM may, and CyberDefender may cause GRM to, pause, modify or indefinitely
suspend the purchase of media time at any time upon prior notice to and after
consultation with the other; provided, however, that (i) in the event that
CyberDefender causes GRM to pause or suspend its purchase of media time
hereunder upon written notice to GRM, the Term (as defined below) shall be
automatically extended as provided in Section 5.1 and (ii) in the
event that GRM elects, upon written notice to CyberDefender, to pause or suspend
its purchase of media time hereunder for any reason other than based on a breach
or default under this Agreement by CyberDefender, then CyberDefender may elect
to purchase media on its own until such time that GRM elects to resume
purchasing media hereunder.


1




(ii)          Create,
develop, and/or produce (or cause a third party reasonably acceptable to
CyberDefender to create, develop, and/or produce) television and radio direct
response commercials (“Commercials”) in
connection with the advertisement and marketing of the CyberDefender
Products.





(iii)         Provide
such other production, advertisement and marketing services as agreed to by the
Parties in writingfrom time to time during
the Term.





1.2
            CyberDefender’s
      Responsibilities.  During the Term, CyberDefender
      shall:





(i)           License
to GRM the right to use the CyberDefender Marks (as defined below) in accordance
with the terms and conditions of Section 7.3 below in
connection with GRM’s provision of the GRM Services.





(ii)         No
later than fifteen (15) days prior to the commencement of each month, provide the GRM
Representative with a detailed monthly forecast of sales and expenses in
connection with the CyberDefender Products (a “Monthly Forecast”),
in a format mutually agreed to by the Parties.  The Parties
acknowledge that GRM’s ability to perform the GRM Services in a timely and
effective manner is contingent upon GRM’s timely receipt of the Monthly
Forecast.





(iii)        Be
responsible for all aspects of running the day to day business of CyberDefender
in connection with the advertisement, marketing, sale and distribution of the
CyberDefender Products, including, without limitation, managing and operating
all inbound call centers, product fulfillment, customer services, and all other
aspects of the day to day operations of CyberDefender's business.





(iv)        Promptly
notify the GRM Representative (as defined below) of any inquiries or notices
received by CyberDefender or any of its employees, agents or representatives
from any governmental entity or agency, state attorney general or governmental
investigative body, or of any notices of actual third party suits or claims,
relating to the CyberDefender Products or CyberDefender's advertising,
marketing, sale or distribution thereof, and deliver a copy of any written
correspondence relating thereto, or a summary of any oral inquiry or notice, to
the GRM Representative no later than five (5) business days following
CyberDefender’s receipt of such correspondence or inquiry.





(v)         At
the written request of GRM, apply for, register, and maintain new, separately
identifiable Internet website addresses and domain names which will be
exclusively used to receive and process orders of CyberDefender Products from
customers who respond to the Commercials and any other applicable advertisements
included in the Media Campaign (collectively, the “DR
Websites”).  CyberDefender shall not, and shall cause its
employees and agents and representatives not to, engage in any activities which
would cause orders from customers who respond to the Commercials or any other
applicable advertisements included in the Media Campaign to be diverted to any
Internet websites or other channels of order intake or processing other than the
DR Websites.


2




(vi)        As
soon as reasonably practicable following the execution hereof, but in no event
later than forty five (45) days following the execution hereof, CyberDefender
shall apply for and establish a merchant services account with Lidle Merchant
Services (the “Merchant Services
Account”).  CyberDefender acknowledges and agrees that,
following the establishment of the Merchant Services Account, it shall cause all
proceeds from all credit card sales (or any sales by any other electronic form
of payment) of CyberDefender Products which are made via the DR Websites to be
processed through the Merchant Services Account and agrees that it shall not,
and shall cause its employees and agents and representatives not to, engage in
any activities which would cause such sales of CyberDefender Products which are
made via the DR Websites to be processed other than through the Merchant
Services Account.  CyberDefender agrees that it shall provide all
documents, filings and information as reasonably requested by Lidle Merchant
Services to establish and maintain the Merchant Services Account throughout the
Term.





1.3
            Other Provisions
      Affecting the GRM Services.





(i)           GRM
shall designate one (1) representative reasonably acceptable to CyberDefender
who shall serve as the primary point of contact for CyberDefender in dealing
with GRM in matters referring or relating to the GRM Services (the “GRM Representative”).
The GRM Representative shall be available to CyberDefender during GRM’s normal
business hours.  The initial GRM Representative shall be Boris
Shimanovsky.  GRM may change its GRM Representative at any time upon
prior written notice to CyberDefender.





(ii)         CyberDefender
shall designate one (1) representative reasonably acceptable to GRM who shall
serve as the primary point of contact for GRM in dealing with CyberDefender in
matters referring or relating to the GRM Services (the “CyberDefender
Representative”).  The CyberDefender Representative shall be
responsible for issuing all consents or approvals and making all requests on
behalf of CyberDefender. The initial CyberDefender Representative shall be Gary
Guseinov.  CyberDefender may change its CyberDefender Representative
at any time upon prior written notice to GRM.





(iii)        GRM
and CyberDefender shall mutually determine all content and other creative
aspects of the Commercials; provided, however, that GRM shall have final
approval over the amounts of all costs and expenditures incurred by GRM in
connection with the creation, development and/or production of the
Commercials.  Until the Parties are able to mutually agree on the
content of a particular Commercial, GRM shall have no obligation to produce,
revise, edit and/or otherwise modify, as the case may be, such Commercial and/or
manage and purchase media time for such Commercial.




3


1.4         Exclusivity.  During
the Term, GRM shall be the exclusive provider for CyberDefender of all media
purchasing and direct response production services comprising the GRM Services,
and, except as provided in Section 1.1(i), CyberDefender
shall not carry out such services on its own or obtain such services from any
other Party without the prior written consent of GRM.





1.5         Board of Directors
Seat.  On the ninety-first (91st) day
following the execution of this Agreement, CyberDefender’s Board of Directors
shall appoint a representative of GRM, as selected by GRM and reasonably
acceptable to CyberDefender, to CyberDefender's Board of Directors (the “GRM Director”),
unless a Party has delivered a notice of termination pursuant to Section 5.2
prior to such date, in which case there shall be no GRM
Director.  CyberDefender hereby acknowledges and agrees that it shall
approve, execute, deliver and file, and shall cause its shareholders and Board
of Directors, as the case may be, to approve, execute, deliver and file, any
consents, amendments, filings, or other agreements or documents necessary to
cause the GRM Director to be appointed to CyberDefender's Board of Directors as
provided above.  CyberDefender hereby acknowledges and agrees that the
GRM Director (or any successor GRM Director designated by GRM in its sole
discretion) shall, subject to and in accordance with CyberDefender’s articles of
incorporation, bylaws and applicable law or regulation, continue to serve on
CyberDefender's Board of Directors throughout the Term and thereafter so long
as, and only so long as, GRM owns Common Stock, no par value, of CyberDefender
(“Common
Stock”), or holds warrants which grant GRM the right to purchase Common
Stock of CyberDefender (whether vested or unvested), which collectively
constitute at least five percent (5%) of CyberDefender’s issued and outstanding
Common Stock on a fully diluted basis.  CyberDefender agrees to enter
into an indemnification agreement with the GRM Director on terms reasonably
satisfactory to GRM indemnifying the GRM Director for any losses, damages or
other expenses incurred by the GRM Director relating to or arising out of the
GRM Director's performance of services as a member of CyberDefender's Board of
Directors.





2.           Media Placement Costs;
Payment Obligations.





2.1         Budgeted Media Placement
Costs.  Not later than fifteen (15) days prior to the beginning
of each month, CyberDefender shall deliver to GRM a budget which sets forth the
aggregate maximum dollar amount that GRM shall expend on media placement (“Media Placement
Costs”), for radio and television direct response advertising for the
following month (the “Monthly Media
Budget”); provided, however, that GRM shall have the option, in its sole
discretion, to advance less than the amount of Media Placement Costs set forth
in any Monthly Media Budget.  GRM shall notexpend more than the
Media Placement Costs set forth in any Monthly Media Budget, nor shall itexpend more than four
hundred thousand dollars ($400,000) in Media Placement Costs during the first
ninety (90) days following the Effective Date, without CyberDefender’s prior
written consent.





2.2         Reimbursement of Media
Costs.  GRM shall deliver to CyberDefender monthly invoices
which set forth in reasonable detail (i) the amount of all actual out of-pocket
Media Placement Costs incurred by GRM in connection with providing the GRM
Services during such month (not to exceed the amount of the Media Placement
Costs set forth in the applicable Monthly Media Budget without CyberDefender's
prior written consent) and (ii) an amount equal to two and one half percent
(2.5%) (the “Overhead
Expense Reimbursement Percentage”) of such Media Placement Costs, which
represents CyberDefender's allocable share of GRM's overhead expenses incurred
in connection with providing the GRM Services (collectively, the “Reimbursement
Amount”).  CyberDefender shall pay the Reimbursement Amount to
GRM not later than forty five (45) days after its receipt of the applicable
invoice.


4




2.3         Grant of Security
Interest.  As security for CyberDefender's prompt payment of
any amounts owing to GRM under Section 2.2 (the “Payment
Obligations”), as soon as reasonably practicable following the execution
hereof, but in no event later than forty five (45) days following the execution
hereof, subject to the approval of the holders of at least seventy five percent
(75%) in aggregate principal amount of CyberDefender’s 10% Secured Convertible
Debentures, CyberDefender shall grant GRM a security interest and lien in the
any proceeds held in the Merchant Service Account, including, without
limitation, any settlement accounts and/or reserve accounts held in connection
therewith, and any rights to receive credits or payments under any merchant
services agreement or other similar agreement relating to the Merchant Services
Account.  The Parties agree that such security interest shall be
evidenced by a security agreement in the form of and on terms and conditions
reasonably satisfactory to GRM (the “Security Agreement”),
which shall be executed by the Parties not later than forty five (45) days
following the execution hereof.  CyberDefender shall execute, deliver
and pay all fees for any documents, filings, certificates, or agreements
necessary in order to create, perfect, maintain and enforce this security
interest.





3.           Warrants; Accelerated
Vesting.





3.1         Replacement
Warrant.  The Parties acknowledge and agree that, in
consideration of GRM's agreement to create, finance, test, and evaluate certain
radio commercials for the CyberDefender Products, and in accordance with the
terms and conditions of that certain Letter of Intent Agreement, dated as of
October 30, 2008, by and between GRM and CyberDefender (the “Letter of Intent”),
CyberDefender previously issued to GRM a Warrant to Purchase Common Stock, dated
as of November 7, 2008 (the “Original Warrant”),
pursuant to which CyberDefender granted to GRM the right to purchase 1,000,000
shares of Common Stock of CyberDefender on the terms and conditions set forth
therein.  The Parties acknowledge and agree that they have agreed to
modify the terms and conditions of the Original Warrant.  In
furtherance thereof, the Parties acknowledge and agree that, not later than
fifteen (15) business days following the execution hereof, CyberDefender shall
issue to GRM, in replacement of the Original Warrant, a five-year warrant to
purchase, for cash or on a cashless basis, 1,000,000 shares of Common Stock of
CyberDefender at an exercise price of $1.25 per share, subject to the terms and
conditions of a Warrant to Purchase Common Stock of CyberDefender in the form of
and on terms and conditions substantially similar to the Original Warrant and
such other terms mutually acceptable to CyberDefender and GRM (the “Replacement
Warrant”), and the Original Warrant shall be cancelled.





3.2         Additional Vested
Warrant.  The Parties further acknowledge and agree that, not
later than fifteen (15) business days following the execution hereof, in
consideration of GRM’s agreement to create, develop, and/or produce television
direct response commercials in connection with the advertisement and marketing
of the CyberDefender products, and as contemplated in the Letter of Intent,
CyberDefender shall issue to GRM a five-year warrant to purchase, for cash only,
an additional 1,000,000 shares of Common Stock of CyberDefender at an exercise
price of $1.25 per share, subject to the terms and conditions of a Warrant to
Purchase Common Stock of CyberDefender in the form of and on terms and
conditions mutually acceptable to CyberDefender and GRM (the “Additional Vested
Warrant”).


5




3.3         Media Services
Warrant.  The Parties further acknowledge and agree that, not
later than fifteen (15) business days following the execution hereof, in
consideration of the services to be provided by GRM herein, CyberDefender shall
issue to GRM a five-year warrant to purchase, for cash only, an additional
8,000,000 shares of Common Stock of CyberDefender at an exercise price of $1.25
per share, subject to the terms and conditions of a Warrant to Purchase Common
Stock of CyberDefender in the form of and on terms and conditions mutually
acceptable to CyberDefender and GRM (the “Media Services
Warrant”).  Subject to the terms set forth herein, GRM's rights
to purchase such shares of Common Stock of CyberDefender shall vest as follows:
One (1) share of Common Stock of CyberDefender shall vest for each two dollars
($2) of Media Placement Costs advanced by GRM hereunder.





3.4         Accelerated
Vesting.  Any unexpired and unvested rights of GRM to purchase
shares of Common Stock of CyberDefender pursuant to the Media Services Warrant
shall immediately vest in full in the event GRM terminates this Agreement
pursuant to Sections 5.2(i)or (ii) or in the
event CyberDefender terminates this Agreement pursuant to Section 5.2(iii).





4.           Gross Revenue Renewal
Royalty





4.1         Royalty.





CyberDefender
acknowledges and agrees that in the event that (i) the average closing price of
CyberDefender’s Common Stock as reported by Bloomberg LP for the twenty (20)
trading days preceding January 1, 2010 is not at least three dollars ($3.00) per
share (as adjusted for any splits, subdivisions or combinations of shares), or
(ii) Common Stock of CyberDefender is not publicly traded on any stock exchange
or over the counter market as of December 31, 2009, CyberDefender shall pay a
royalty (the “Royalty”) to GRM in
an amount equal to twenty percent (20%) of “Gross Renewal
Revenue.”  “Gross Renewal Revenue” means the aggregate gross revenue,
net of refunds and chargebacks, earned by CyberDefender as a result of renewals
and/or re-orders of any CyberDefender Products by CyberDefender customers who
both (i) became customers of CyberDefender during the period commencing as of
the Effective Date and expiring as of the earlier of (A) the expiration or
earlier termination of this Agreement or (B) the date following January 1, 2010
upon which the average closing price of CyberDefender’s Common Stock as reported
by Bloomberg LP for the twenty (20) trading days preceding such date is at least
five dollars ($5.00) per share (as adjusted for any splits, subdivisions or
combinations of shares) and (ii) initially purchased any CyberDefender Product
via any of the DR Websites.





4.2           Payment.  If
the Royalty to GRM is triggered pursuant to Section 4.1, CyberDefender
shall pay the Royalty to GRM in arrears on a monthly basis, with each payment to
be made no later than fifteen (15) days following the end of each month for
which any Royalty is due (the “Royalty Payment
Date”).


6





4.3         Royalty Statements; Audit
Rights.





(i)           Simultaneously
with CyberDefender's delivery of each Royalty payment, CyberDefender shall
provide GRM with reasonably detailed accounting statements showing
CyberDefender's Gross Renewal Revenue for the preceding month and the
calculation of the Royalty payment for such month (the “Royalty
Statements”).  An executive officer of CyberDefender shall
certify, to his knowledge, the accuracy of each Royalty Statement.  At
any time within one (1) yearafter receiving an
applicable Royalty Statement, GRM may review, copy, and examine (a “Royalty Examination”)
CyberDefender’s books and records kept in connection with the Business,
including, without limitation, records of all CyberDefender Product sales made
via any of the DR Websites (but no more than twice each fiscal year) to
determine the accuracy of such Royalty Statement by providing CyberDefender with
at least fifteen (15) calendar days prior written notice of such requested
Royalty Examination (the “Royalty Examination
Notice”), which notice shall specify the particular Royalty Statement(s)
which will be examined.  Any Royalty Examination conducted by GRM
shall be conducted during normal business hours at the place where
CyberDefender’s applicable books and records are maintained and at GRM's sole
cost and expense (subject to paragraph (ii) below) and shall not unreasonably
interfere with CyberDefender’s regular business operations.





(ii)           Both
Parties agree to resolve any dispute in connection with the calculation of the
Royalty payments in accordance with Section 18
below.  If CyberDefender fails to dispute the results of any Royalty
Examination in writing within ten (10) business days of its receipt of such
results, it shall be deemed to have accepted the results of such Royalty
Examination.  If any (1) Royalty Examination which has been accepted
by CyberDefender, or (2) resolution of any dispute in connection with the
calculation of the Royalty payments in accordance with Section 18 below determines
that the amount of Royalty payments that GRM is owed for the applicable month is
greater than the amount of Royalty payments that CyberDefender has actually paid
to GRM, then CyberDefender shall pay GRM such amount of unpaid Royalties within
seven (7) business days of the final determination of such amount.  If
the amount by which CyberDefender has underpaid Royalties for any period exceeds
five percent (5%) of the amount of Royalties actually paid to GRM with respect
to such month, CyberDefender shall reimburse GRM for its reasonable
out-of-pocket costs incurred in connection with GRM’s Royalty Examination plus
interest on the amount of the underpaid Royalties at an interest rate equal to
the "LIBOR Rate" (as defined below) (at the time of such payment) from the time
such underpaid Royalties became due until the date that such payments are
made.  The "LIBOR Rate" shall mean the three month London Interbank
Offered Rate as published in the "Money Rates" column of The Wall Street
Journal, or any successor index or publication.  The LIBOR Rate
shall be adjusted on the first day of each month based on any change in the
LIBOR Rate as of the last business day immediately preceding the first day of
such month.





4.4         Survival of Royalty
Obligations.  CyberDefender’s obligation to make any Royalty
payments shall survive the expiration or termination of this
Agreement.


7





5.           Term/Termination; Breach of
Payment Obligations.





5.1         Term.  Subject
to any termination rights set forth herein, the term (the “Term”) of this
Agreement shall commence upon the Effective Date and continue until August 31,
2010 unless earlier terminated in accordance with the provisions of this
Agreement (the
“Termination
Date”); provided, however, that in the event CyberDefender causes GRM to
pause or suspend its purchase of media time hereunder as contemplated in Section 1.1(i), the Term shall
be automatically extended such period of time equal to the period of time which
CyberDefender causes GRM to pause or suspend such media purchasing.





5.2         Termination.  This
Agreement may be terminated prior to the end of the Term under the following
circumstances and as provided elsewhere herein:





(i)           By
either Party, if the other Party breaches any provision of this Agreement or
defaults in the performance of any obligation hereunder, unless such breach or
default is cured within fifteen (15)businessdays following receipt
of written notice thereof from the non-breaching Party; provided, however, that
if such breach is not capable of being cured within fifteen (15)businessdays, the breaching
Party shall have the right to cure such breach after the expiration of the
fifteen (15) businessday period so long as
the breaching Party has commenced commercially reasonable efforts to cure such
breach within such fifteen (15)businessday period (except that
in the event CyberDefender breaches its Payment Obligations three (3) times and
timely cures such breaches, any subsequent breach of CyberDefender’s Payment
Obligations shall not be subject to cure, and GRM shall have the right to
immediately terminate this Agreement upon such subsequent breach).





(ii)          Immediately
by either Party upon (a) the discontinuance, dissolution, liquidation and/or
winding up of the other Party’s business or (b) the making, by the other Party,
of any general assignment or arrangement for the benefit of creditors; the
filing by or against the other Party of a petition to have it adjudged bankrupt
under bankruptcy or insolvency laws, unless such petition shall be dismissed or
discharged within sixty (60) days; the appointment of a trustee or receiver to
take possession of all or substantially all of such Party’s assets, where
possession is not restored to the appropriate party within thirty (30) days; or
the attachment, execution or judicial seizure of all or substantially all of the
other Party’s assets where attachment, execution or judicial seizure is not
discharged within thirty (30) days.





(iii)         By
either Party for any reason by giving the non-terminating Party written notice
of the termination at least thirty (30) days prior to the effective date of
termination.





(iv)        By
GRM upon five (5) days written notice to CyberDefender in the event that the
average Media Placement Costs for any three (3) consecutive months during the
Term starting ninety (90) days from the Effective Date (as set forth in the
Monthly Media Budget) are less than two hundred fifty thousand dollars
($250,000) per month.





5.3           Effect of
Termination. Upon the expiration or earlier termination of this
Agreement:


8





(i)           GRM
shall immediately cease purchasing any additional media time on CyberDefender's
behalf and take commercially reasonable and appropriate action to cease all
third party work in connection with the GRM Services.





(ii)         GRM
shall deliver a final invoice which sets forth the amount of Media Placement
Costs actually incurred by GRM from the date of the last invoice to the
effective date of termination and any Media Placement Costs which GRM is
contractually obligated to incur as of the Termination Date, and CyberDefender
shall within fifteen (15) days thereafter pay to GRM all sums set forth in such
invoice and any other sums due and owing GRM as of the effective date of
termination.





(iii)        Except
as otherwise provided in Section 3.4, any unexpired and
unvested rights of GRM to purchase shares of Common Stock of CyberDefender
pursuant to the Media Services Warrant shall terminate.





(iv)        Each
Party shall return or destroy (with a certificate of destruction to the other
Party, if such other Party so requests) any and all Confidential Information of
the other Party in its possession or control.





(v)         GRM
shall retain ownership of any and all intellectual property created, produced,
developed, or otherwise acquired by GRM or any third parties acting on GRM’s
behalf hereunder, relating to the GRM Services, including, without limitation,
all rights related to the Commercials (“GRM Work Product”);
provided, however, that GRM shall not use any trademarks or other intellectual
property of CyberDefender which may be included in such GRM Work Product without
CyberDefender's prior written consent.  All rights granted by
CyberDefender to GRM under this Agreement shall terminate effective as of the
date of expiration or termination (other than GRM’s rights under Sections 2.3, 3, and 4).  Except as
otherwise provided in Section
7.2, upon the expiration or termination of this Agreement, CyberDefender
shall have no right to use or otherwise exploit the GRM Work Product without
GRM's prior written consent, which consent GRM may withhold in its sole
discretion.





5.4           Breach of Payment
Obligations.  In addition to any other remedies granted to GRM
herein or otherwise provided by law, in the event CyberDefender breaches its
Payment Obligations and fails to cure such breach within fifteen (15)days of written notice
from GRM (provided, however, that in the event CyberDefender breaches its
Payment Obligations three (3) times and timely cures such breaches, it shall not
be entitled to cure any subsequent breaches of its Payment
Obligations):





(i)           the
number of warrant shares of Common Stock of CyberDefender which would otherwise
vest during the month of the applicable delinquent payment shall automatically
double; and





(ii)          GRM
shall have the right to exercise all rights and remedies under the Security
Agreement.


9





5.5         Right of First
Refusal.  CyberDefender agrees that in the event this Agreement
is terminated by GRM prior to the expiration of the Term in accordance with
Sections 5.2(i), (ii) or (iv)orby CyberDefender in
accordance with Section 5.2(iii), if CyberDefender
proposes to procure media purchasing services similar to the GRM Services from a
third party (the “Third Party
Services”) during the eighteen (18) month period following the
Termination Date, then prior to engaging such third party to provide the Third
Party Services, CyberDefender shall notify GRM in writing of the terms on which
such third party has offered to provide the Third Party Services (the “ROFR
Notice”).  For fifteen (15) days following GRM's receipt of
such notice, GRM shall have the option to elect to provide the Third Party
Services to CyberDefender on the terms stated in the ROFR Notice.  If
GRM elects to provide the Third Party Services to CyberDefender, then
CyberDefender and GRM agree to enter into a written media services agreement
with respect to such services and, concurrently with GRM's commencement of the
Third Party Services, CyberDefender shall issue to GRM a warrant to purchase at
least that number of shares of Common Stock of CyberDefender which remained
unvested under the Media Services Warrant as of the Termination Date (as
adjusted for stock splits, reorganizations, etc.), if any, on the same terms and
conditions set forth in the Media Services Warrant (including, without
limitation, vesting in accordance with the same vesting schedule set forth in
the Media Services Warrant).





5.6         Survival.  Sections 1.2(v), 1.5, 3through13, 15through18 and
24 shall survive
termination or expiration of this Agreement.





6.           Confidentiality.





6.1         General
Obligations.  Each Party may disclose to the other certain
confidential or proprietary information in connection with the performance of
this Agreement, including without limitation, marketing proposals and plans,
creative designs and concepts, trade secrets and know-how, customer lists,
software, business plans, forecasts, financial documents, customer information,
and other information which the disclosing Party has indicated to the receiving
Party should be treated as confidential or which the receiving Party reasonably
should know is otherwise subject to an expectation of privacy, and which when
provided hereunder, should be treated as confidential (collectively, “Confidential
Information”).  The terms of this Agreement shall not be
considered Confidential Information and will be disclosed by CyberDefender in a
Current Report on Form 8-K filed with the Securities and Exchange Commission
following the execution hereof, to which this Agreement will be attached as an
exhibit.  Each Party shall use the Confidential Information of the
other solely to perform this Agreement, and all Confidential Information shall
remain the sole property of the Party disclosing such
information.  Each Party shall hold the Confidential Information in
strict confidence and shall not make any disclosure of the Confidential
Information to anyone without the express written consent of the other Party,
except to employees, consultants, agents, independent contractors or other
representatives to whom disclosure is necessary to the performance of this
Agreement and who have executed a confidentiality agreement, or are otherwise
bound by a similar duty of confidentiality.  Each Party shall use the
same care as it uses to maintain the confidentiality of its Confidential
Information of the same or similar nature, which shall in no event be less than
reasonable care and no less than the level of care required by any applicable
law.  Each Party acknowledges that the remedy at law for any breach or
threatened breach of the provisions of this Section 6 shall be inadequate,
and that each Party, in addition to any other remedy available to it, shall be
entitled to obtain injunctive relief from a court of competent
jurisdiction.  Neither Party shall have any obligation under this
Agreement with respect to any Confidential Information disclosed to it which the
Party can demonstrate was already known to it at the time of its receipt
hereunder (other than as a result of prior disclosure by the other Party); is or
becomes generally available to the public other than by means of the Party's
breach of its obligations under this Agreement; is independently obtained from a
third party whose disclosure violates no duty of confidentiality; or is
disclosed pursuant to applicable law or regulation or by operation of law,
provided that the Party may disclose only such information as is legally
required, and provided further that the Party shall provide reasonable notice to
the other Party of such requirement and a reasonable opportunity to object to
such disclosure.  A Party's obligation to maintain the confidentiality
of Confidential Information shall remain for so long as the information remains
Confidential Information of the other Party.


10




7.           Ownership.





7.1         GRM Work
Product.  All GRM Work Product shall be owned by GRM (subject
to any licenses by third parties of intellectual property rights related
thereto).  CyberDefender acknowledges that GRM shall own all right,
title and interest in, to and under the GRM Work Product and that CyberDefender
shall not acquire any proprietary rights therein.





7.2         License to GRM Work
Product. Subject to and in accordance with all of the terms and
conditions of this Agreement, including, without limitation, the provisions of
Section 7.4 and the
right of GRM to use all GRM Work Product in connection with the GRM Services,
GRM hereby grants to CyberDefender and its “Affiliates” (as defined below), an
exclusive, worldwide, non-transferable (except to a permitted assignee of
CyberDefender's rights under this Agreement) royalty-free right and license
during and following the Term of this Agreement (except as otherwise provided
below) to copy, abridge, edit, translate, modify, perform, display, broadcast
and distribute, through any and all mediums and channels of distribution,
whether now know or hereinafter discovered, including without limitation, via
broadcast, cable and satellite television, radio and via the Internet, any and
all GRM Work Product solely in order to promote, market and advertise the
CyberDefender Products.  The rights granted pursuant to this Section 7.2 shall terminate
upon (i) the termination of this Agreement in the event that GRM terminates this
Agreement pursuant to Section
5.2(iv)andall of GRM’s rights to
purchase shares of Common Stock of CyberDefender pursuant to the Media Services
Warrant are not fully vested as of such termination or (ii) the expiration of
the Term in the event that all of GRM’s rights to purchase shares of Common
Stock of CyberDefender pursuant to the Media Services Warrant are not fully
vested as of such expiration.  GRM shall deliver the GRM Work Product
to CyberDefender in such form or other media as is reasonable acceptable to
CyberDefender at CyberDefender’s sole cost and expense.





11


7.3         License to CyberDefender
Marks. Subject to and in accordance with all of the terms and conditions
of this Agreement, CyberDefender hereby grants to GRM a non-exclusive,
nontransferable (except to a permitted assignee of GRM's rights under this
Agreement), limited, royalty free license during the Term of this Agreement to
utilize (i) CyberDefender's trademarks, service marks and logos listed on Exhibit “E” attached hereto
and made a part hereof (as may be updated by the Parties from time to time),
(ii) the domain names, website addresses, websites and URL's of the DR Websites
(including any content thereof), and (iii) any trademarks, service marks and/or
logos created by GRM on CyberDefender's behalf in connection with the GRM
Services (collectively, the “CyberDefender Marks”)
in connection with GRM's performance of the GRM
Services.  Notwithstanding the foregoing, GRM shall not use or permit
its employees, agents or representatives to use any of the CyberDefender Marks
in a manner not in connection with GRM’s performance of the GRM Services without
the prior written consent of CyberDefender. GRM acknowledges that CyberDefender
owns all right, title and interest in, to and under the CyberDefender Marks and
that GRM shall not acquire any proprietary rights therein. Any use by GRM and/or
GRM's employees, agents or representatives of the CyberDefender Marks and all
goodwill associated therewith shall inure to the benefit of
CyberDefender.





7.4        
GRM Marks.
CyberDefender acknowledges and agrees that it shall not use (i) the name of GRM
or any of its members or Affiliates, or any derivations thereof, (ii) any
trademarks, service marks or any other intellectual property of GRM or any of
its members or Affiliates, or (iii) the names, images, likenesses, biographical
information or other references to any principals of GRM or its Affiliates,
without the prior written consent of GRM, except pursuant to CyberDefender’s
disclosure obligations under applicable Federal securities laws.





7.5       
Affiliate. As
used in this Agreement, an “Affiliate” means an individual, corporation, limited
liability company, partnership, trust or other entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, GRM or CyberDefender, as the case may
be.





8.          
Representations,
Warranties and Covenants.





8.1         Both
Parties.  Each Party represents and warrants to the other Party
that: (a) it is duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation or organization; (b) it has full power
and authority to execute, deliver and perform its obligations under this
Agreement; and (c) this Agreement is a valid and binding obligation of such
Party and enforceable against such Party in accordance with its terms except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other laws of general application relating to or
affecting the enforcement of creditors' rights generally.





8.2         CyberDefender.  CyberDefender represents,
warrants, covenants and agrees, as follows:





(i)           it
has not entered into any oral or written contract or negotiations with any third
party which would impair the rights granted to GRM under this Agreement, or
limit the effectiveness of this Agreement, nor is it aware of any claims or
actions which may limit or impair any of the rights granted to GRM hereunder;
provided, however, the security interest contemplated by Section 2.3 hereunder
is subject to approval by the holders of at least seventy five percent (75%) in
aggregate principal amount of CyberDefender 10% Secured Convertible
Debentures.


12





(ii)         all
trademarks, logos, copyrights, materials and work product provided by
CyberDefender to GRM or otherwise used by CyberDefender in connection with the
Media Campaign (which is not created or provided by GRM under this Agreement)
are owned by, and/or exclusively licensed to CyberDefender and do not infringe
or violate any copyrights, trademarks, trade secrets, patents or other
proprietary rights of any kind belonging to any third party or violate any right
of privacy, right to publicity, misappropriate anyone's name or likeness or
contain any defamatory, obscene or illegal material;





(iii)        
it has received all necessary rights and releases from third parties regarding
any materials provided by CyberDefender hereunder so that GRM may use such
materials, in whole or in part, in connection with the advertising, marketing
and, promotion of the CyberDefender Products, and in the publishing, airing and
broadcast, as the case may be, of the Advertisements;





(iv)         it
has all requisite corporate power and authority to execute, deliver and perform
its obligations under the Security Agreement and to issue the Replacement
Warrant, the Additional Vested Warrant and the Media Services
Warrant;





(v)          the
execution of this Agreement and the Security Agreement, and the issuance of the
Replacement Warrant, the Additional Vested Warrant and the Media Services
Warrant does not and will not conflict with or result in (A) a violation of any
provision of the charter, bylaws or similar organizational documents of
CyberDefender or any law applicable to CyberDefender, or (B) a breach of
CyberDefender’s obligations under, any agreement, order, judgment or decree to
which CyberDefender is a party or by which it is bound; provided, however, the
Security Agreement is subject to approval by the holders of at least seventy
five percent (75%) in aggregate principal amount of CyberDefender 10% Secured
Convertible Debentures; and





(vi)         it
is now and will continue throughout the Term to be in full compliance with all
local, state, and federal laws, rules and regulations applicable to its business
and the advertising, marketing, sale and distribution of the CyberDefender
Products, including without limitation, those of the Federal Telephone Consumer
Protection Act (TCPA), the Federal Consumer Fraud and Abuse Prevention Act,
Federal Trade Commission, the Federal Communications Commission, Payment Card
Industry Data Security Standards, as such may be amended from time to time, and
any other state or federal regulatory agency that has jurisdiction over
CyberDefender’s business activities.





8.3           GRM.  GRM
represents, warrants, covenants and agrees, as follows:





(i)           it
has not entered into any oral or written contract or negotiations with any third
party which would limit the effectiveness of this Agreement, nor is it aware of
any claims or actions which may limit the effectiveness of this
Agreement;





(ii)          all
trademarks, logos, copyrights, included with the GRM Work Product (other than
those related to CyberDefender),  and other related intellectual
property rights used in the GRM Work Product are owned by, and/or exclusively
licensed to, GRM; and


13




(iii)         it
has received all necessary rights and releases from third parties regarding the
GRM Work Product (other than those related to CyberDefender).





9.           Insurance.





9.1         Current
Insurance.  CyberDefender represents and warrants that it
currently maintains the following insurance coverage: (i)        
Commercial General liability insurance with a limit $1 million per claim/$5
million annual aggregate.




(ii)           Director’s
and Officer’s insurance with a limit of $1 million per claim/$1 million
annual aggregate.





CyberDefender
covenants and agrees that it shall maintain the above-referenced insurance
coverage, at its own cost and expense, from the execution date hereof until it
obtains the insurance required under Section 9.2.




9.2           Types and Amounts.
Not later than ninety (90) days following the execution hereof, at its own cost
and expense, CyberDefender shall obtain and maintain for the remainder of the
Term the following insurance coverage:




(i)           Commercial
General liability insurance with a limit of not less than $5 million per
claim/$5 million annual aggregate.




(ii)          Director’s
and Officer’s insurance with a limit of not less than $5 million per claim/$5
million annual aggregate.





(iii)         Errors
and Omissions/Professional Liability including Media Liability insurance with
a limit of not less than $5 million per claim/$5 million annual
aggregate.




(iv)         Cyberliability
insurance with a limit of not less than $5 million per claim/$5 million annual
aggregate.




9.3         Policy
Requirements.  The insurance companies providing such insurance
required under this Section
9 must have an A.M. Best rating of A-VII or better and be licensed or
authorized to conduct business in all 50 of the United States. GRM shall have
the right to require CyberDefender to obtain the insurance required under this
Section 9 from another
insurance carrier in the event GRM determines that CyberDefender’s then current
insurance carrier does not have an A.M. Best rating of A-VII or better or is not
licensed or authorized to conduct business in all states in which CyberDefender
does business.  CyberDefender shall name GRM as an additional insured
on such insurance policies.  CyberDefender shall provide to GRM within
ten (10) business days after the Effective Date evidence of all insurance
required hereunder, and thereafter at any time any insurance policy covered in
this Section 9 is
renewed, or upon request by GRM, during the Term.  The provisions of
Section 9 shall not
be deemed to limit the liability of CyberDefender hereunder, or limit any rights
that GRM may have including, without limitation, rights of indemnity or
contribution.


14




10.         Indemnification.





10.1       CyberDefender.
CyberDefender shall indemnify, defend and hold harmless GRM, and its members and
Affiliates, and their respective officers, directors, employees and agents from
and against any and all third party losses, damages, injuries, causes of action,
claims, demands, expenses (including reasonable legal fees and expenses),
regardless of nature or type of claim, whether based upon tort, breach of
contract, or other third party claims, if and to the extent arising out of,
resulting from, or related to (i) any act, omission, or default in the
performance of obligations of CyberDefender pursuant to this Agreement or breach
of any covenant, agreement, representation or warranty by CyberDefender under
this Agreement; (ii) any materials provided by CyberDefender or its employees,
agents or representatives and used by GRM in any of the GRM Work Product; (iii)
any third party claims relating to the CyberDefender Products or services
rendered hereunder, including but not limited to the infringement or alleged
infringement of the proprietary rights or intellectual property rights of any
third party relating to the CyberDefender Products; or (iv) any claims or
actions arising or resulting from the marketing, sale, distribution, or use of
the CyberDefender Products including, without limitation, claims or actions
relating to any governmental or regulatory investigations, inquiries, and
actions.





10.2       GRM.  GRM
shall indemnify, defend and hold harmless CyberDefender and its Affiliates and
their respective officers, managers, members, employees and agents from and
against any and all third-Party losses, damages, injuries, causes of action,
claims, demands and expenses (including reasonable legal fees and expenses),
regardless of nature or type of claim, whether based upon tort, breach of
contract, or other third party claims, if and to the extent arising out of,
resulting from, or related to (i) any act, omission, or default in the
performance of the obligations of GRM pursuant to this Agreement or breach of
any covenant, agreement, representation or warranty by GRM under this Agreement;
or (ii) any materials created or provided by, and used by, GRM in providing the
GRM Services, including without limitation, the GRM Work Product.





10.3       Indemnification
Procedures. In the event of a claim for indemnification based on a
third-Party claim, the Party seeking indemnification agrees to: (i) promptly
notify the indemnifying Party of any matters in respect of which the indemnity
may apply and of which the indemnified Party has knowledge; provided that any
failure by the Party seeking indemnification to provide prompt notice shall not
excuse the indemnifying Party of its indemnification obligation hereunder
unless, and solely to the extent that, a court determines that such failure
materially prejudices the indemnifying Party's ability to defend or settle any
such claim; (ii) give the indemnifying Party full opportunity to control the
response thereto and the defense thereof, including any agreement relating to
the settlement thereof, provided that the indemnifying Party shall not settle
any such claim or action without the prior written consent of the indemnified
Party; and (iii) cooperate with the indemnifying Party, at the indemnifying
Party's cost and expense, in the defense or settlement thereof. The indemnified
Party may participate, at its own expense, in such defense and in any settlement
discussions directly or through counsel of its choice on a monitoring,
non-controlling basis. In the event the indemnifying Party does not assume
control of the response and defense of a claim pursuant to clause (ii) of this
Section 10.3, the indemnified Party shall have the right to assume control of
the defense of such claim at the expense of the indemnifying
Party.


15




10.4       Limitation of
Liability.  Under no circumstances shall the liability of
GRM or its members and Affiliates, and their respective officers,
directors, employees and agents hereunder exceed, in the aggregate, an amount
equal to the sum of (i) the aggregate amount which GRM has actually received
under Section 2.2(ii) as
reimbursement for CyberDefender's allocable share of GRM's overhead expenses
incurred in connection with providing the GRM Services, (ii) all Royalty
payments actually received by GRM, and (iii) (A) the amount, if any, by which
the average closing price (as reported by Bloomberg LP) for one (1) share of
Common Stock of CyberDefender for the last five (5) trading days immediately
prior to the date such liability arises exceeds the exercise price set forth in
the Replacement Warrant, the Additional Vested Warrant and/or the Media Services
Warrant (as adjusted for any splits, subdivisions or combinations of shares)
multiplied by (B) the total number of vested shares of Common Stock of
CyberDefender under such warrants as of such date; provided that such limitation
shall not apply in the case of GRM’s gross negligence or willful
misconduct.





11.         No Consequential
Damages. In no event shall either Party be liable to the other, whether
in contract, tort (including negligence), warranty or otherwise, for any
indirect, incidental, special, consequential, exemplary or punitive damages
(including, without limitation, damages for loss of profits) arising out of or
relating to this agreement. The limitations of liability in this Section 11 shall not apply to
a Party's gross negligence or willful misconduct.





12.         Use of Media
Agencies.  CyberDefender acknowledges and agrees that, except
with the prior written consent of GRM, which consent GRM may withhold in its
sole discretion, during the Term, and for a period of one (1) year thereafter in
the event this Agreement is terminated by GRM in accordance with Section 5.2(iv), CyberDefender shall
not contract with, hire or otherwise use, and shall cause its Affiliates not to
contract with, hire or otherwise use, any foreign or domestic creative design or
media planning or purchasing agencies (each, a “Media Purchasing
Agency”) in connection with CyberDefender's advertising, marketing, or
sale of the CyberDefender Products if GRM has contracted with, hired or
otherwise used such Media Purchasing Agency in connection with its performance
of the GRM Services.  It is the intention of the Parties that the
provisions of this Section
12 be enforced to the fullest extent permissible under the laws and
policies of each jurisdiction in which enforcement may be
sought.  CyberDefender acknowledges that the limitations of time and
scope of activity agreed to in this Section 12are reasonable and
necessary to protect the legitimate business interests of
GRM.


16


13.         Equitable
Relief.  CyberDefender recognizes, acknowledges and agrees that
any remedy at law for CyberDefender's breach of the provisions of Sections 1.4or12would be
inadequate.  Accordingly, CyberDefender agrees that if it breaches, or
threatens to breach, any provision of Sections 1.4or12, GRM will have available,
in addition to any other right or remedy otherwise available, the right to
preliminary and permanent injunctive relief and other equitable relief to
prevent or curtail any such breach or threatened breach and to specific
performance of any covenant contained herein, in each case without the proof of
actual damage or any bond or similar security being posted, in order that the
breach or threatened breach of such provisions may be effectively
restrained.  CyberDefender further agrees that it will not assert as a
claim or defense in any action or proceeding to enforce any provision hereof
that GRM has or had an adequate remedy at law.  No specification in
this Section 13of a
specific legal or equitable remedy shall be construed as a waiver or prohibition
against the pursuit of other legal or equitable remedies in the event of a
breach or threatened breach of Sections 1.4or12.





14.         Complete Agreement;
Amendment. This Agreement (i) shall become effective only upon execution
by both Parties, (ii) is, together with the Exhibits attached hereto, the entire
agreement between the Parties regarding the subject matter hereof, and (iii)
supersedes all prior and contemporaneous oral and written understandings and
agreements pertaining thereto, including, without limitation, the Letter of
Intent. No amendment hereto shall be effective unless in writing and executed by
the Parties' authorized representatives.





15.         Assignments. Neither
Party shall have the right to assign this Agreement or any rights or obligations
hereunder, in whole or in part, without the prior written consent of the other
Party; provided that either Party may assign its rights and obligations
hereunder by operation of law in a merger or pursuant to a share exchange
involving the transfer of more than fifty percent (50%) of the outstanding
voting power of such Party or in connection with the sale of all or
substantially all of such Party’s assets.





16.         Notice. Any notice,
request, payment or other communication under this Agreement shall be in writing
and shall be given or made by physical delivery, confirmed facsimile, overnight
carrier (e.g., Federal Express) or by U.S. mail, registered or certified mail
(postage prepaid, return receipt requested, as applicable) addressed to the
appropriate Party. All such notices shall be addressed as follows (provided that
a Party’s inadvertent failure to comply with the provisions of this Section 16
shall not be deemed a breach of this Agreement):




If
      to GRM:
                  
                  GR
      Match, LLCc/o
      Guthy-Renker LLC3340
      Ocean Park Boulevard, Suite 3000Santa
      Monica, CA 90405Fax:  310-581-3443Attention:
      Business AffairsWith
      a copy to:
                  
                  Guthy-Renker
      LLC3340
      Ocean Park Boulevard, Suite 3000Santa
      Monica, CA 90405Fax:  310-581-3443Attention:
      General
Counsel


17




If
      to CyberDefender:CyberDefender
      Corporation617
      West 7th Street, Suite 401Los
      Angeles, CA 90017Fax:
      213-689-8630Attn:
      Gary GuseinovWith
      a copy to:Richardson
      & Patel, LLP10900
      Wilshire Blvd.Suite
      500Los
      Angeles, CA 90024Fax:  310-208-1154Attn:
      Kevin Friedmann,
Esq.





17.         Applicable Law. This
Agreement shall be governed by and construed under the laws of
the State of California, without giving effect to its conflict of laws
principles.





18.         Dispute
Resolution.  Except as otherwise provided in this Agreement,
CyberDefender and GRM will attempt in good faith to resolve through negotiation
any dispute, claim or controversy arising out of or relating to this
Agreement.  Either Party may initiate negotiations of any dispute by
providing written notice to the other Party, setting forth the subject of the
dispute.  The recipient of such notice will respond in writing within
ten (10) calendar days with a statement of its position on and recommended
solution to the dispute.  If the dispute is not resolved by this
exchange of correspondence, then representatives of each Party with full
settlement authority will meet at a mutually agreeable time and place within
thirty (30) calendar days of the date of the initial notice in order to exchange
relevant information and perspectives, and to attempt to resolve the
dispute.  If the dispute is not resolved by these negotiations, the
matter will be submitted for mediation administered by the American Arbitration
Association (“AAA”) unless
otherwise agreed to by the Parties in writing.  The Parties shall
share any fees or expenses of the mediator.  If the matter is not
resolved through mediation, then the Parties shall be free to avail themselves
of any and all legal remedies; provided that any legal action brought under this
Agreement shall be brought in the state or Federal courts located in the City of
Los Angeles, California.  The prevailing Party in any such action
shall be entitled to reimbursement of reasonable attorneys’ fees and
costs.





19.         Titles. Titles of the
Sections hereof are for reference only, and are not a part of nor to be used in
construction of the terms and conditions this Agreement.





20.         Severability.  If
any provision of this Agreement shall be judicially determined to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.


18





21.         Independent; No Joint
Venture.  GRM and CyberDefender agree that the relationship
between them is that of independent contractors, and not as joint venturers or
partners.  This Agreement is not intended to create any joint venture
or partnership arrangement between the Parties.  Each Party shall be
responsible for the timely payment of all taxes and all withholdings, deductions
and payments required by law with respect to its own operations and income and
shall indemnify and hold the other Party harmless with respect to any loss with
respect to such taxes, withholdings, deductions and payments.





22.         Survival. The
representations, warranties, and indemnifications given by the Parties hereunder
shall survive the expiration or termination of this Agreement.





23.         Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all such counterparts taken together shall constitute
one and the same Agreement.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopier or electronic delivery in PDF
format shall be as effective as delivery of a manually executed counterpart of
this Agreement and shall be sufficient to bind the Parties to the terms and
conditions of this Agreement.





24.         Further
Assurances.  Each Party shall execute and deliver, or cause to
be executed and delivered, such additional or supplemental certificates,
instruments and documents, and take such other action as reasonably may be
required to more effectively carry out the intention of the Parties and
facilitate the performance of this Agreement.





25.         Public
Announcement.  Neither Party shall issue any press release or
public announcement relating to the subject matter or terms of this Agreement or
disclose that the Parties have entered into a business relationship, without the
prior written consent of the other Party; provided, however, CyberDefender shall
duly file with the Securities and Exchange Commission a Current Report on Form
8-K disclosing this Agreement and attaching it as an exhibit
thereto.  The Parties hereto shall use commercially reasonable efforts
to develop a joint communications plan with respect to the subject matter of
this Agreement and each Party shall use its commercially reasonable efforts to
ensure that all press releases and other public statements with respect to the
subject matter of this Agreement shall be consistent with such joint
communications plan.





26.         Approvals.  To
the extent a Party makes any written request of the other Party to approve or
consent to any actions under this Agreement which require approval hereunder,
the Party receiving such request agrees to respond in writing to such request
within five (5) business days.  Failure of a Party to timely respond
shall be deemed an approval of such request.





27.         Waiver. No failure to
exercise and no delay in exercising on the part of either of the Parties, any
right, power or privilege under this Agreement shall operate as a waiver of it,
nor shall any single or partial exercise of any other right, power or privilege
preclude any other or further exercise of it or the exercise of any other right,
power or privilege.


19





[Remainder
of page intentionally left blank]


20


IN WITNESS WHEREOF,the
Parties' respective authorized representatives have signed this Media and
Marketing Services Agreement to be effective as of the Effective
Date.





GR Match, LLC,a
      Delaware limited liability companyBy:
                    /s/
      Bennet Van de BuntName:
      Bennet Van de BuntTitle:
      ManagerCyberDefender
      Corporation,a
      California corporationBy:
                    /s/
      Gary GuseinovName:
      Gary GuseinovTitle:
      Chief Executive
Officer




21