**EXHIBIT
      10.36**





THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.





Issue
      Date: April ___, 2007





$____________





**7.41%
      SENIOR SECURED NOTE DUE April __, 2008**





This
      Note
      is a duly authorized and issued 7.41% Senior Secured Note of **CyberDefender
      Corporation** ,
      a
      California corporation, having a principal place of business at 12121 Wilshire
      Blvd., Suite 350, Los Angeles, CA 90025 (the “ Company ”),
      designated as its 7.41% Senior Secured Note, due April ___, 2008 (this
“ Note ”).





FOR
      VALUE
      RECEIVED, the Company promises to pay to **_____________________** or its
      registered assigns (the “ Holder ”),
      the
      principal sum of $_________ on April ___, 2008 or such earlier date as this
      Note
      is required or permitted to be repaid as provided hereunder (the “ Maturity
      Date ”),
      and
      to pay interest to the Holder on the aggregate and then outstanding principal
      amount of this Note in accordance with the provisions hereof. This Note is
      subject to the following additional provisions:





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





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




“ Change
      of Control Transaction ”
means
      the occurrence of any of (i) an acquisition after the date hereof by an
      individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Exchange Act) of effective control (whether through legal
      or beneficial ownership of capital stock of the Company, by contract or
      otherwise) of in excess of 50% of the voting securities of the Company, or
      (ii)
      the Company shall sell or otherwise transfer all or substantially all of its
      assets, or (iii) the execution by the Company of an agreement to which the
      Company is a party or by which it is bound, providing for any of the events
      set
      forth above in (i), (ii) or (iii).




“ Common
      Stock ”
means
      the common stock, no par value per share, of the Company and stock of any other
      class into which such shares may hereafter have been reclassified or
      changed.




1




“ Effectiveness
      Date ”
shall
      have the meaning given to such term in the Registration Rights
      Agreement.




“ Effectiveness
      Period ”
shall
      have the meaning given to such term in the Registration Rights
      Agreement.




“ Event
      of Default ”
shall
      have the meaning set forth in Section 4.




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




“ Mandatory
      Prepayment Amount ”
shall
      equal the sum of (i) 100% of the principal amount of this Note to be prepaid,
      plus all accrued and unpaid interest thereon, and (ii) all other amounts, costs
      and expenses due in respect of this Note.




“ Original
      Issue Date ”
shall
      mean the date of the first issuance of this Note regardless of the number of
      transfers of such Note and regardless of the number of instruments which may
      be
      issued to evidence such Note.




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




“ Purchase
      Agreement ”
means
      the Securities Purchase Agreement, dated as of April ___, 2007, among the
      Company, the original Holder of this Note and the other purchasers signatory
      thereto (if any), as amended, modified or supplemented from time to time in
      accordance with its terms.




“ Registration
      Rights Agreement ”
means
      the Registration Rights Agreement, dated as of the date of the Purchase
      Agreement, to which the Company, the original Holder of this Note and the other
      purchasers signatory thereto (if any) are parties, as amended, modified or
      supplemented from time to time in accordance with its terms.




“ Registration
      Statement ”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement, covering among other things the resale of the Warrant Shares
      and naming the Holder as a “selling stockholder” thereunder.




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




“ Subsidiary ”
shall
      have the meaning given to such term in the Purchase Agreement.




“ Transaction
      Documents ”
shall
      have the meaning set forth in the Purchase Agreement.





Section
      2 .  Interest;
      Prepayment .




a)  Payment
      of Interest in Cash .
      The
      Company shall pay simple interest to the Holder on the outstanding principal
      amount of this Note at the rate of 7.41% per annum, payable on the Maturity
      Date.




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b)  Interest
      Calculations .
      Interest shall be calculated on the basis of a 360-day year and shall accrue
      daily commencing on the Original Issue Date until payment in full of the
      principal sum, together with all accrued and unpaid interest and other amounts
      which may become due hereunder, has been made. Interest hereunder will be paid
      to the Person in whose name this Note is registered on the records of the
      Company regarding registration and transfers of Notes (the “ Note
      Register ”).





c)  Optional
      Prepayment .
      The
      Company shall have the right to prepay without penalty, in cash, all or a
      portion of this Note at any time at 100% of the principal amount hereof plus
      accrued interest to the date of repayment.





d)  Mandatory
      Prepayment .
      If the
      Company shall be a party to any Change of Control Transaction, the Company
      will
      be required to offer (which the Holder may accept or reject in its sole
      discretion) to repay, in cash, the aggregate principal amount of this Note
      at
      125% of the principal amount hereof plus accrued interest to the date of
      repayment. If the Holder rejects such prepayment offer, then this Note will
      remain outstanding in accordance with its terms.





Section
      3.  Registration
      of Transfers and Exchanges .




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




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





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





Section
      4.  Events
      of Default .





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





i.  any
      default in the payment of (A) the principal of amount of this Note, or (B)
      interest on this Note as and when the same shall become due and payable (whether
      on the Maturity Date or by acceleration or otherwise) which default, solely
      in
      the case of an interest payment or other default under clause (B) above, is
      not
      cured, within 5 Business Days;




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ii.  the
      Company shall fail to observe or perform any other covenant or agreement
      contained in this Note or any of the other Transaction Documents which failure
      is not cured, if possible to cure, within the earlier to occur
      of (A)
      10 Business
      Days after notice of such default sent by the Holder or by any other
      Holde r
      and (B)
      10 Business Days after the Company shall become or should have become aware
      of
      such failure (other
      than an Event (as defined in the Registration Rights Agreement), which shall
      be
      covered by Section 4(a)(v) below) ;





iii.  any
      representation or warranty made herein ,
      in any
      other Transaction Document shall
      be
      untrue or incorrect in any material respect as of the date when made or deemed
      made;





iv.  the
      Company or any of its Subsidiaries shall commence, or there shall be commenced
      against the Company or any such Subsidiary, a case under any applicable
      bankruptcy or insolvency laws as now or hereafter in effect or any successor
      thereto, or the Company or any Subsidiary commences any other proceeding under
      any reorganization, arrangement, adjustment of debt, relief of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether now or hereafter in effect relating to the Company or any Subsidiary
      thereof or (ii) there is commenced against the Company or any Subsidiary thereof
      any such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or (iii) the Company or any Subsidiary thereof is
      adjudicated by a court of competent jurisdiction insolvent or bankrupt; or
      any
      order of relief or other order approving any such case or proceeding is entered;
      or (iv) the Company or any Subsidiary thereof suffers any appointment of any
      custodian or the like for it or any substantial part of its property which
      continues undischarged or unstayed for a period of 60 days; or (v) the Company
      or any Subsidiary thereof makes a general assignment for the benefit of
      creditors; or (vi) the Company shall fail to pay, or shall state that it is
      unable to pay, or shall be unable to pay, its debts generally as they become
      due; or (vii) the Company or any Subsidiary thereof shall call a meeting of
      its
      creditors with a view to arranging a composition, adjustment or restructuring
      of
      its debts; or (viii) the Company or any Subsidiary thereof shall by any act
      or
      failure to act expressly indicate its consent to, approval of or acquiescence
      in
      any of the foregoing; or (ix) any corporate or other action is taken by the
      Company or any Subsidiary thereof for the purpose of effecting any of the
      foregoing;





v.  an
      Event
      (as defined in the Registration Rights Agreement) shall not have been cured
      to
      the satisfaction of the Holder prior to the expiration of 30 days from the
      Event
      Date (as defined in the Registration Rights Agreement) relating
      thereto.


b)  Remedies
      Upon Event of Default .
      If any
      Event of Default occurs, the full outstanding principal amount of this Note,
      together with interest and other amounts owing in respect thereof, to the date
      of acceleration shall become, at the Holder’s election, immediately due and
      payable in cash. The aggregate amount payable upon an Event of Default shall
      be
      equal to the Mandatory Prepayment Amount. All Notes for which the full Mandatory
      Prepayment Amount hereunder shall have been paid in accordance herewith shall
      promptly be surrendered to or as directed by the Company. The Holder need not
      provide and the Company hereby waives any presentment, demand, protest or other
      notice of any kind, and the Holder may immediately and without expiration of
      any
      grace period enforce any and all of its rights and remedies hereunder and all
      other remedies available to it under applicable law. Such declaration may be
      rescinded and annulled by the Holder at any time prior to payment hereunder
      and
      the Holder shall have all rights as a Note holder until such time, if any,
      as
      the full payment under this Section shall have been received by it. No such
      rescission or annulment shall affect any subsequent Event of Default or impair
      any right consequent thereon.





4





Section
      5 .  Miscellaneous .




a)  Notices .
      Any and
      all notices or other communications or deliveries to be provided by the Holders
      hereunder shall be in writing and delivered personally, by facsimile, sent
      by a
      nationally recognized overnight courier service, addressed to the Company,
      at
      the address set forth above, facsimile number **(310) 826-1635, Attn: Gary Guseinov,** or
      such
      other address or facsimile number as the Company may specify for such purposes
      by notice to the Holder delivered in accordance with this Section. Any and
      all
      notices or other communications or deliveries to be provided by the Company
      hereunder shall be in writing and delivered personally, by facsimile, sent
      by a
      nationally recognized overnight courier service addressed to the Holder at
      the
      facsimile telephone number or address of the Holder appearing on the books
      of
      the Company, or if no such facsimile telephone number or address appears, at
      the
      principal place of business of the Holder. Any notice or other communication
      or
      deliveries hereunder shall be deemed given and effective on the earliest of
      (i)
      the date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile telephone number specified in this Section prior
      to
      5:30 p.m. (New York City time), (ii) the date after the date of transmission,
      if
      such notice or communication is delivered via facsimile at the facsimile
      telephone number specified in this Section later than 5:30 p.m. (New York City
      time) on any date and earlier than 11:59 p.m. (New York City time) on such
      date,
      (iii) the second Business Day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given.




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




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





d)  Security
      Interest .
      This
      Note is a direct debt obligation of the Company and, pursuant to the Security
      Agreement is secured by a first priority perfected security interest in all
      of
      the assets of the Company for the benefit of the Holders pari  passu with the
      holders of the Earlier Debentures.





e)  Governing
      Law .
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced in accordance
      with
      the internal laws of the State of California, without regard to the principles
      of conflicts of law thereof. Each party agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by any of the Transaction Documents (whether brought against a
      party hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in the City of Los Angeles (the “Los Angeles Courts ”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      Los
      Angeles Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, or such Los Angeles Courts are improper or inconvenient venue
      for such proceeding. Each party hereby irrevocably waives personal service
      of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Note and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Note or the
      transactions contemplated hereby. If either party shall commence an action
      or
      proceeding to enforce any provisions of this Note, then the prevailing party
      in
      such action or proceeding shall be reimbursed by the other party for its
      attorney’s fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.




5




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




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




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





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





j)  Seniority .
      This
      Note is senior in right of payment to any and all other indebtedness of the
      Company pari  passu with the
      Existing Debentures and other Notes.





k)  Amendment.
      This Note may be modified or amended or provisions hereof waived with the
      written consent of the Company, the Agent and the Holders of at least 66% of
      the
      then outstanding principal amount of all the Notes.





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




6


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


**CYBERDEFENDER
                  CORPORATION**Name:
                  Gary GuseinovTitle:
                  Chief Executive Officer




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