NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      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
      AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      Purchase ___________
      Shares
      of
      Common Stock of

     

    CyberDefender
      Corporation

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”)
      certifies that, for value received, _______________
      (the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “Initial
      Exercise Date”)
      and on
      or prior to the close of business on the fifth anniversary of the Initial
      Exercise Date (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from CyberDefender Corporation,
      a
      California corporation (the “Company”),
      ____________
      shares
      (the “Warrant
      Shares”)
      of
      Common Stock, no par value, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant shall be equal
      to
      the Exercise Price, as defined in Section 2(b). 

     

    
      	Section
              1.	
              Definitions.
                Capitalized terms used and not otherwise defined herein shall have
                the
                meanings set forth in that certain Securities Purchase Agreement
                (the
                “Purchase
                Agreement”),
                dated the Initial Exercise Date, between the Company and the
                Holder.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	Section
              2.	
              Exercise.

            


    

     

    
      	 	
              a)

            	
              Exercise
                of Warrant.
                Exercise of the purchase rights represented by this Warrant may be
                made at
                any time or times on or after the Initial Exercise Date and on or
                before
                the Termination Date by delivery to the Company of a duly executed
                facsimile copy of the Notice of Exercise Form annexed hereto (or
                such
                other office or agency of the Company as it may designate by notice
                in
                writing to the registered Holder at the address of such Holder appearing
                on the books of the Company); provided,
                however,
                within 5 Trading Days of the date said Notice of Exercise is delivered
                to
                the Company, the Holder shall have surrendered this Warrant to the
                Company
                and the Company shall have received payment of the aggregate Exercise
                Price of the shares thereby purchased by wire transfer or cashier’s check
                drawn on a United States bank. 

            


    

     

    
      	 	
              b)

            	
              Exercise
                Price.
                The exercise price per share of Common Stock under this Warrant shall
                be
                $1.25, subject to adjustment hereunder (the “Exercise
                Price”).

            


    

     

    
      	 	
              c)

            	
              Exercise
                Limitations;
                Holder’s
                Restrictions.
                The Holder shall not have the right to exercise any portion of this
                Warrant, pursuant to Section 2(c) or otherwise, to the extent that
                after
                giving effect to such issuance after exercise, the Holder (together
                with
                the Holder’s affiliates), as set forth on the applicable Notice of
                Exercise, would beneficially own in excess of 4.99% of the number
                of
                shares of the Common Stock issued and outstanding immediately after
                giving
                effect to such issuance.  For purposes of the foregoing sentence, the
                number of shares of Common Stock beneficially owned by the Holder
                and its
                affiliates shall include the number of shares of Common Stock issuable
                upon exercise of this Warrant with respect to which the determination
                of
                such sentence is being made, but shall exclude the number of shares
                of
                Common Stock which would be issuable upon (A) exercise of the remaining,
                nonexercised portion of this Warrant beneficially owned by the Holder
                or
                any of its affiliates and (B) exercise or conversion of the unexercised
                or
                nonconverted portion of any other securities of the Company (including,
                without limitation, any other Notes or Warrants) subject to a limitation
                on conversion or exercise analogous to the limitation contained herein
                beneficially owned by the Holder or any of its affiliates.  Except as
                set forth in the preceding sentence, for purposes of this Section
                2(c),
                beneficial ownership shall be calculated in accordance with Section
                13(d)
                of the Exchange Act, it being acknowledged by Holder that the Company
                is
                not representing to Holder that such calculation is in compliance
                with
                Section 13(d) of the Exchange Act and Holder is solely responsible
                for any
                schedules required to be filed in accordance therewith. To the extent
                that
                the limitation contained in this Section 2(c) applies, the determination
                of whether this Warrant is exercisable (in relation to other securities
                owned by the Holder) and of which a portion of this Warrant is exercisable
                shall be in the sole discretion of such Holder, and the submission
                of a
                Notice of Exercise shall be deemed to be such Holder’s determination of
                whether this Warrant is exercisable (in relation to other securities
                owned
                by such Holder) and of which portion of this Warrant is exercisable,
                in
                each case subject to such aggregate percentage limitation, and the
                Company
                shall have no obligation to verify or confirm the accuracy of such
                determination. For purposes of this Section 2(c), in determining
                the
                number of outstanding shares of Common Stock, the Holder may rely
                on the
                number of outstanding shares of Common Stock as reflected in (x)
                the
                Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a
                more recent public announcement by the Company or (z) any other notice
                by
                the Company or the Company’s Transfer Agent setting forth the number of
                shares of Common Stock outstanding.  Upon the written or oral request
                of the Holder, the Company shall within two Trading Days confirm
                orally
                and in writing to the Holder the number of shares of Common Stock
                then
                outstanding.  In any case, the number of outstanding shares of Common
                Stock shall be determined after giving effect to the conversion or
                exercise of securities of the Company, including this Warrant, by
                the
                Holder or its affiliates since the date as of which such number of
                outstanding shares of Common Stock was reported. The provisions of
                this
                Section 2(c) may be waived by the Holder upon, at the election of
                the
                Holder, not less than 61 days’ prior notice to the Company, and the
                provisions of this Section 2(c) shall continue to apply until such
                61st
                day (or such later date, as determined by the Holder, as may be specified
                in such notice of waiver).

            


    


    
      
        
        

      

      
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              d)

            	
              Mechanics
                of Exercise.
                

            


    

    


    
      	
            	i)	
              Authorization
                of Warrant Shares.
                The Company covenants that all Warrant Shares which may be issued
                upon the
                exercise of the purchase rights represented by this Warrant will,
                upon
                exercise of the purchase rights represented by this Warrant, be duly
                authorized, validly issued, fully paid and nonassessable and free
                from all
                taxes, liens and charges in respect of the issue thereof (other than
                taxes
                in respect of any transfer occurring contemporaneously with such
                issue).
                The Company covenants that during the period the Warrant is outstanding,
                it will reserve from its authorized and unissued Common Stock a sufficient
                number of shares to provide for the issuance of the Warrant Shares
                upon
                the exercise of any purchase rights under this Warrant. The Company
                further covenants that its issuance of this Warrant shall constitute
                full
                authority to its officers who are charged with the duty of executing
                stock
                certificates to execute and issue the necessary certificates for
                the
                Warrant Shares upon the exercise of the purchase rights under this
                Warrant. The Company will take all such reasonable action as may
                be
                necessary to assure that such Warrant Shares may be issued as provided
                herein without violation of any applicable law or regulation, or
                of any
                requirements of the Trading Market upon which the Common Stock may
                be
                listed.

            


    


    
      
        
        

      

      
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            	ii)	
              Delivery
                of Certificates Upon Exercise.
                Certificates for shares purchased hereunder shall be transmitted
                by the
                transfer agent of the Company to the Holder by crediting the account
                of
                the Holder’s prime broker with the Depository Trust Company through its
                Deposit Withdrawal Agent Commission (“DWAC”)
                system if the Company is a participant in such system, and otherwise
                by
                physical delivery to the address specified by the Holder in the Notice
                of
                Exercise within 7 Trading Days from the delivery to the Company of
                the
                Notice of Exercise Form, surrender of this Warrant and payment of
                the
                aggregate Exercise Price as set forth above (“Warrant
                Share Delivery Date”).
                This Warrant shall be deemed to have been exercised on the date the
                Exercise Price is received by the Company. The Warrant Shares shall
                be
                deemed to have been issued, and Holder or any other person so designated
                to be named therein shall be deemed to have become a holder of record
                of
                such shares for all purposes, as of the date the Warrant has been
                exercised by payment to the Company of the Exercise Price and all
                taxes
                required to be paid by the Holder, if any, pursuant to Section 2(d)(vi)
                prior to the issuance of such shares, have been paid.
                

            


    

     

    
      	
            	iii)	
              Delivery
                of New Warrants Upon Exercise.
                If this Warrant shall have been exercised in part, the Company shall,
                at
                the time of delivery of the certificate or certificates representing
                Warrant Shares, deliver to Holder a new Warrant evidencing the rights
                of
                Holder to purchase the unpurchased Warrant Shares called for by this
                Warrant, which new Warrant shall in all other respects be identical
                with
                this Warrant.

            


    

     

    
      	
            	iv)	
              Rescission
                Rights.
                If the Company fails to cause its transfer agent to transmit to the
                Holder
                a certificate or certificates representing the Warrant Shares by
                the
                Warrant Share Delivery Date, then the Holder will have the right
                to
                rescind such exercise.

            


    

     

    
      	
            	v)	
              No
                Fractional Shares or Scrip.
                No fractional shares or scrip representing fractional shares shall
                be
                issued upon the exercise of this Warrant. As to any fraction of a
                share
                which Holder would otherwise be entitled to purchase upon such exercise,
                the Company shall pay a cash adjustment in respect of such final
                fraction
                in an amount equal to such fraction multiplied by the Exercise
                Price.

            


    

     

    
      	
            	vi)	
              Charges,
                Taxes and Expenses.
                Issuance of certificates for Warrant Shares shall be made without
                charge
                to the Holder for any issue or transfer tax or other incidental expense
                in
                respect of the issuance of such certificate, all of which taxes and
                expenses shall be paid by the Company, and such certificates shall
                be
                issued in the name of the Holder or in such name or names as may
                be
                directed by the Holder; provided,
                however,
                that in the event certificates for Warrant Shares are to be issued
                in a
                name other than the name of the Holder, this Warrant when surrendered
                for
                exercise shall be accompanied by the Assignment Form attached hereto
                duly
                executed by the Holder; and the Company may require, as a condition
                thereto, the payment of a sum sufficient to reimburse it for any
                transfer
                tax incidental thereto.

            


    


    
      
        
        

      

      
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            	vii)	
              Closing
                of Books.
                The Company will not close its stockholder books or records in any
                manner
                which prevents the timely exercise of this Warrant, pursuant to the
                terms
                hereof.

            


    

     

    
      	Section
              3.	
              Certain Adjustments.

            


    

     

    
      	
            	a)	
              Stock
                Dividends and Splits.
                If the Company, at any time while this Warrant is outstanding: (A)
                pays a
                stock dividend or otherwise make a distribution or distributions
                on shares
                of its Common Stock or any other equity or equity equivalent securities
                payable in shares of Common Stock (which, for avoidance of doubt,
                shall
                not include any shares of Common Stock issued by the Company pursuant
                to
                this Warrant), (B) subdivides outstanding shares of Common Stock
                into a
                larger number of shares, (C) combines (including by way of reverse
                stock
                split) outstanding shares of Common Stock into a smaller number of
                shares,
                or (D) issues by reclassification of shares of the Common Stock any
                shares
                of capital stock of the Company, then in each case the Exercise Price
                shall be multiplied by a fraction of which the numerator shall be
                the
                number of shares of Common Stock (excluding treasury shares, if any)
                issued and outstanding before such event and of which the denominator
                shall be the number of shares of Common Stock issued and outstanding
                after
                such event and the number of shares issuable upon exercise of this
                Warrant
                shall be proportionately adjusted. Any adjustment made pursuant to
                this
                Section 3(a) shall become effective immediately after the record
                date for
                the determination of stockholders entitled to receive such dividend
                or
                distribution and shall become effective immediately after the effective
                date in the case of a subdivision, combination or
                re-classification.

            


    

     

    
      	 	
              b)

            	
              Subsequent
                Equity Sales.
                If the Company or any Subsidiary thereof, as applicable, at any time
                while
                this Warrant is outstanding, shall offer, sell, grant any option
                to
                purchase or offer, sell or grant any right to reprice its securities,
                or
                otherwise dispose of or issue (or announce any offer, sale, grant
                or any
                option to purchase or other disposition) any Common Stock or Common
                Stock
                Equivalents entitling any Person to acquire shares of Common Stock,
                at an
                effective price per share less than the then Exercise Price (such
                issuances collectively, a “Dilutive
                Issuance”),
                as adjusted hereunder (if the holder of the Common Stock or Common
                Stock
                Equivalents so issued shall at any time, whether by operation of
                purchase
                price adjustments, reset provisions, floating conversion, exercise
                or
                exchange prices or otherwise, or due to warrants, options or rights
                per
                share which is issued in connection with such issuance, be entitled
                to
                receive shares of Common Stock at an effective price per share which
                is
                less than the Exercise Price, such issuance shall be deemed to have
                occurred for less than the Exercise Price), then, the Exercise Price
                shall
                be reduced to equal a price (calculated to the nearest whole cent
                (with
                one-half being rounded upward)) determined by multiplying the Exercise
                Price by a fraction, the numerator of which shall be the number of
                shares
                of Common Stock issued and outstanding immediately prior to such
                issue
                plus the number of shares of Common Stock which the aggregate gross
                consideration received by the Company for the total number of Additional
                Shares of Common Stock so issued would purchase at the Exercise Price
                in
                effect immediately prior to such Dilutive Issuance, and the denominator
                of
                which shall be the number of shares of Common Stock outstanding
                immediately prior to such Dilutive Issuance plus the number of such
                Additional Shares of Common Stock so issued. Such adjustment shall
                be made
                whenever such Common Stock or Common Stock Equivalents are issued.
                

            


    


    
      
        
        

      

      
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              c)

            	
              Calculations.
                All calculations under this Section 3 shall be made to the nearest
                cent or
                the nearest 1/100th of a share, as the case may be. The number of
                shares
                of Common Stock outstanding at any given time shall not includes
                shares of
                Common Stock owned or held by or for the account of the Company,
                and the
                description of any such shares of Common Stock shall be considered
                on
                issue or sale of Common Stock. For purposes of this Section 3, the
                number
                of shares of Common Stock deemed to be issued and outstanding as
                of a
                given date shall be the sum of the number of shares of Common Stock
                (excluding treasury shares, if any) issued and
                outstanding.

            


    

     

    
      	
            	d)	
              Notice
                to Holders.
                

            


    

     

    i. Adjustment
      to Exercise Price.
      Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company
      shall promptly mail to each Holder a notice setting forth the Exercise Price
      after such adjustment and setting forth a brief statement of the facts requiring
      such adjustment. 

     

    ii. Notice
      to Allow Exercise by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a special nonrecurring cash dividend on
      or
      a redemption of the Common Stock; (C) the Company shall authorize the granting
      to all holders of the Common Stock rights or warrants to subscribe for or
      purchase any shares of capital stock of any class or of any rights;; (D) the
      Company shall authorize the voluntary or involuntary dissolution, liquidation
      or
      winding up of the affairs of the Company; then, in each case, the Company shall
      cause to be mailed to the Holder at its last addresses as it shall appear upon
      the Warrant Register of the Company, at least 20 calendar days prior to the
      applicable record or effective date hereinafter specified, a notice stating
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or; provided,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to exercise this Warrant during the
      20-day period commencing the date of such notice to the effective date of the
      event triggering such notice.


    
      
        
        

      

      
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              e)

            	
              Fundamental
                Transaction.
                If, at any time while this Warrant is outstanding, (A) the Company
                effects
                any merger or consolidation of the Company with or into another Person,
                (B) the Company effects any sale of all or substantially all of its
                assets
                in one or a series of related transactions, (C) any tender offer
                or
                exchange offer (whether by the Company or another Person) is completed
                pursuant to which holders of Common Stock are permitted to tender
                or
                exchange their shares for other securities, cash or property, or
                (D) the
                Company effects any reclassification of the Common Stock or any compulsory
                share exchange pursuant to which the Common Stock is effectively
                converted
                into or exchanged for other securities, cash or property (in any
                such
                case, a “Fundamental
                Transaction”),
                then, upon any subsequent conversion of this Warrant, the Holder
                shall
                have the right to receive, for each Warrant Share that would have
                been
                issuable upon such exercise absent such Fundamental Transaction,
                at the
                option of the Holder, (a) upon exercise of this Warrant, the number
                of
                shares of Common Stock of the successor or acquiring corporation
                or of the
                Company, if it is the surviving corporation, and Alternate Consideration
                receivable upon or as a result of such reorganization, reclassification,
                merger, consolidation or disposition of assets by a Holder of the
                number
                of shares of Common Stock for which this Warrant is exercisable
                immediately prior to such event or (b) cash equal to the value of
                this
                Warrant as determined in accordance with the Black-Scholes option
                pricing
                formula (the “Alternate
                Consideration”).
                For purposes of any such exercise, the determination of the Exercise
                Price
                shall be appropriately adjusted to apply to such Alternate Consideration
                based on the amount of Alternate Consideration issuable in respect
                of one
                share of Common Stock in such Fundamental Transaction, and the Company
                shall apportion the Exercise Price among the Alternate Consideration
                in a
                reasonable manner reflecting the relative value of any different
                components of the Alternate Consideration. If holders of Common Stock
                are
                given any choice as to the securities, cash or property to be received
                in
                a Fundamental Transaction, then the Holder shall be given the same
                choice
                as to the Alternate Consideration it receives upon any exercise of
                this
                Warrant following such Fundamental Transaction. To the extent necessary
                to
                effectuate the foregoing provisions, any successor to the Company
                or
                surviving entity in such Fundamental Transaction shall issue to the
                Holder
                a new warrant consistent with the foregoing provisions and evidencing
                the
                Holder’s right to exercise such warrant into Alternate Consideration. The
                terms of any agreement pursuant to which a Fundamental Transaction
                is
                effected shall include terms requiring any such successor or surviving
                entity to comply with the provisions of this paragraph (f) and insuring
                that this Warrant (or any such replacement security) will be similarly
                adjusted upon any subsequent transaction analogous to a Fundamental
                Transaction.

            


    


    
      
        
        

      

      
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              f)

            	
              Exempt
                Issuance.
                Notwithstanding the foregoing, no adjustments, Alternate Consideration
                nor
                notices shall be made, paid or issued under this Section 3 in respect
                of
                an Exempt Issuance.

            


    

     

    
      	 	
              g)

            	
              Voluntary
                Adjustment By Company.
                The Company may at any time during the term of this Warrant reduce
                the
                then current Exercise Price to any amount and for any period of time
                deemed appropriate by the Board of Directors of the
                Company.

            


    

     

    
      	
            	Section
              4.	
              Transfer
                of Warrant.

            


    

     

    
      	 	
              a)

            	
              Transferability.
                Subject to compliance with any applicable securities laws and the
                conditions set forth in Sections 5 and 4(d) hereof and to the provisions
                of Section 4.1 of the Purchase Agreement, this Warrant and all rights
                hereunder are transferable, in whole or in part, upon surrender of
                this
                Warrant at the principal office of the Company, together with a written
                assignment of this Warrant substantially in the form attached hereto
                duly
                executed by the Holder or its agent or attorney and funds sufficient
                to
                pay any transfer taxes payable upon the making of such transfer.
                Upon such
                surrender and, if required, such payment, the Company shall execute
                and
                deliver a new Warrant or Warrants in the name of the assignee or
                assignees
                and in the denomination or denominations specified in such instrument
                of
                assignment, and shall issue to the assignor a new Warrant evidencing
                the
                portion of this Warrant not so assigned, and this Warrant shall promptly
                be cancelled. A Warrant, if properly assigned, may be exercised by
                a new
                holder for the purchase of Warrant Shares without having a new Warrant
                issued. 

            


    

     

    
      	 	
              b)

            	
              New
                Warrants.
                This Warrant may be divided or combined with other Warrants upon
                presentation hereof at the aforesaid office of the Company, together
                with
                a written notice specifying the names and denominations in which
                new
                Warrants are to be issued, signed by the Holder or its agent or attorney.
                Subject to compliance with Section 4(a), as to any transfer which
                may be
                involved in such division or combination, the Company shall execute
                and
                deliver a new Warrant or Warrants in exchange for the Warrant or
                Warrants
                to be divided or combined in accordance with such
                notice.

            


    


    
      
        
        

      

      
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              c)

            	
              Warrant
                Register.
                The Company shall register this Warrant, upon records to be maintained
                by
                the Company for that purpose (the “Warrant
                Register”),
                in the name of the record Holder hereof from time to time. The Company
                may
                deem and treat the registered Holder of this Warrant as the absolute
                owner
                hereof for the purpose of any exercise hereof or any distribution
                to the
                Holder, and for all other purposes, absent actual notice to the
                contrary.

            


    

     

    
      	 	
              d)

            	
              Transfer
                Restrictions.
                If,
                at the time
                of the surrender of this Warrant in connection with any transfer
                of this
                Warrant, the transfer of this Warrant shall not be registered pursuant
                to
                an effective registration
                statement under the Securities Act
                and under
                applicable state securities or blue sky laws, the Company may require,
                as
                a condition of allowing such transfer (i) that the Holder or transferee
                of
                this Warrant, as the case may be, furnish to the Company a written
                opinion
                of counsel (which opinion shall be in form, substance and scope customary
                for opinions of counsel in comparable transactions) to the effect
                that
                such transfer may be made without
                registration under the
                Securities Act and under applicable state securities or blue sky
                laws,
                (ii) that the holder or transferee execute and deliver to the Company
                an
                investment letter in form and substance acceptable to the Company
                and
                (iii) that the transferee be an “accredited investor” as defined in Rule
                501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
                Securities Act or a qualified institutional buyer as defined in Rule
                144A(a) under the Securities Act.

            


    

     

    
      	
            	Section
              5.	
              Redemption
                by the Company.
                This Warrant may be redeemed by the Company by providing at least
                14 days
                prior written notice to the Holder (the “Redemption Notice”) of its
                intention to redeem the Warrant for a payment of $0.001 per Warrant
                Share.
                The Redemption Notice shall state the date upon which the redemption
                shall
                take place (the “Redemption Date”). After receipt of the Redemption
                Notice, the Holder shall have the right to exercise the Warrant at
                any
                time prior to the Redemption Date. Anything to the contrary herein
                notwithstanding, the Company shall not and may not deliver a Redemption
                Notice unless (i) the average VWAP for the 10 Trading Days immediately
                prior to the Redemption Notice (the “Lookback Period”) are equal to or
                greater than 2.5 times the then current Exercise Price, (ii) the
                average
                daily volume of the Common Stock during the Lookback Period is at
                least
                50,000 shares and (iii) there is an effective registration statement
                covering the resale of the Warrant
                Shares.

            


    

     

    
      	
            	Section
              6.	
              Miscellaneous.

            


    

     

    
      	 	
              a)

            	
              Title
                to Warrant.
                Prior to the Termination Date and subject to compliance with applicable
                laws and Section 4 of this Warrant, this Warrant and all rights hereunder
                are transferable, in whole or in part, at the office or agency of
                the
                Company by the Holder in person or by duly authorized attorney, upon
                surrender of this Warrant together with the Assignment Form annexed
                hereto
                properly endorsed. The transferee shall sign an investment letter
                in form
                and substance reasonably satisfactory to the
                Company.

            


    

     

    
      
        
        

      

      
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              b)

            	
              No
                Rights as Shareholder Until Exercise.
                This Warrant does not entitle the Holder to any voting rights or
                other
                rights as a shareholder of the Company prior to the exercise hereof.
                Upon
                the surrender of this Warrant and the payment of the aggregate Exercise
                Price (or by means of a cashless exercise), the Warrant Shares so
                purchased shall be and be deemed to be issued to such Holder as the
                record
                owner of such shares as of the close of business on the later of
                the date
                of such surrender or payment.

            


    

     

    
      	 	
              c)

            	
              Loss,
                Theft, Destruction or Mutilation of Warrant.
                The Company covenants that upon receipt by the Company of evidence
                reasonably satisfactory to it of the loss, theft, destruction or
                mutilation of this Warrant or any stock certificate relating to the
                Warrant Shares, and in case of loss, theft or destruction, of indemnity
                or
                security reasonably satisfactory to it (which, in the case of the
                Warrant,
                shall not include the posting of any bond), and upon surrender and
                cancellation of such Warrant or stock certificate, if mutilated,
                the
                Company will make and deliver a new Warrant or stock certificate
                of like
                tenor and dated as of such cancellation, in lieu of such Warrant
                or stock
                certificate.

            


    

     

    
      	 	
              d)

            	
              Saturdays,
                Sundays, Holidays, etc.
                If the last or appointed day for the taking of any action or the
                expiration of any right required or granted herein shall be a Saturday,
                Sunday or a legal holiday, then such action may be taken or such
                right may
                be exercised on the next succeeding day not a Saturday, Sunday or
                legal
                holiday.

            


    

     

    
      	 	
              e)

            	
              Authorized
                Shares.
                The Company covenants that during the period the Warrant is outstanding,
                it will reserve from its authorized and unissued Common Stock a sufficient
                number of shares to provide for the issuance of the Warrant Shares
                upon
                the exercise of any purchase rights under this Warrant. The Company
                further covenants that its issuance of this Warrant shall constitute
                full
                authority to its officers who are charged with the duty of executing
                stock
                certificates to execute and issue the necessary certificates for
                the
                Warrant Shares upon the exercise of the purchase rights under this
                Warrant. The Company will take all such reasonable action as may
                be
                necessary to assure that such Warrant Shares may be issued as provided
                herein without violation of any applicable law or regulation, or
                of any
                requirements of the Trading Market upon which the Common Stock may
                be
                listed. 

            


    

     

    
      
        
        

      

      
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          of
          15

        
          

        

      

      
        
        

      

    

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      Warrant, but will at all times in good faith assist in the carrying out of
      all
      such terms and in the taking of all such actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment. Without limiting the generality of the foregoing, the Company will
      (a) not increase the par value of any Warrant Shares above the amount payable
      therefor upon such exercise immediately prior to such increase in par value,
      (b)
      take all such action as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares upon the exercise of this Warrant, and (c) use commercially reasonable
      efforts to obtain all such authorizations, exemptions or consents from any
      public regulatory body having jurisdiction thereof as may be necessary to enable
      the Company to perform its obligations under this Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    
      	 	
              f)

            	
              Jurisdiction.
                All questions concerning the construction, validity, enforcement
                and
                interpretation of this Warrant shall be determined in accordance
                with the
                provisions of the Purchase
                Agreement.

            


    

     

    
      	 	
              g)

            	
              Restrictions.
                The Holder acknowledges that the Warrant Shares acquired upon the
                exercise
                of this Warrant, if not registered, will have restrictions upon resale
                imposed by state and federal securities
                laws.

            


    

     

    
      	 	
              h)

            	
              Nonwaiver
                and Expenses.
                No course of dealing or any delay or failure to exercise any right
                hereunder on the part of Holder shall operate as a waiver of such
                right or
                otherwise prejudice Holder’s rights, powers or remedies, notwithstanding
                the fact that all rights hereunder terminate on the Termination Date.
                If
                the Company willfully and knowingly fails to comply with any provision
                of
                this Warrant, which results in any material damages to the Holder,
                the
                Company shall pay to Holder such amounts as shall be sufficient to
                cover
                any costs and expenses including, but not limited to, reasonable
                attorneys’ fees, including those of appellate proceedings, incurred by
                Holder in collecting any amounts due pursuant hereto or in otherwise
                enforcing any of its rights, powers or remedies
                hereunder.

            


    

     

    
      	 	
              i)

            	
              Notices.
                Any notice, request or other document required or permitted to be
                given or
                delivered to the Holder by the Company shall be delivered in accordance
                with the notice provisions of the Purchase
                Agreement.

            


    

     

    
      
        
        

      

      
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          15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              j)

            	
              Limitation
                of Liability.
                No provision hereof, in the absence of any affirmative action by
                Holder to
                exercise this Warrant or purchase Warrant Shares, and no enumeration
                herein of the rights or privileges of Holder, shall give rise to
                any
                liability of Holder for the purchase price of any Common Stock or
                as a
                stockholder of the Company, whether such liability is asserted by
                the
                Company or by creditors of the
                Company.

            


    

     

    
      	 	
              k)

            	
              Remedies.
                Holder, in addition to being entitled to exercise all rights granted
                by
                law, including recovery of damages, will be entitled to specific
                performance of its rights under this Warrant. The Company agrees
                that
                monetary damages would not be adequate compensation for any loss
                incurred
                by reason of a breach by it of the provisions of this Warrant and
                hereby
                agrees to waive the defense in any action for specific performance
                that a
                remedy at law would be adequate.

            


    

     

    
      	 	
              l)

            	
              Successors
                and Assigns.
                Subject to applicable securities laws, this Warrant and the rights
                and
                obligations evidenced hereby shall inure to the benefit of and be
                binding
                upon the successors of the Company and the successors and permitted
                assigns of Holder. The provisions of this Warrant are intended to
                be for
                the benefit of all Holders from time to time of this Warrant and
                shall be
                enforceable by any such Holder or holder of Warrant
                Shares.

            


    

     

    
      	 	
              m)

            	
              Amendment.
                This Warrant may be modified or amended or the provisions hereof
                waived
                with the written consent of the Company and the holders of at least
                51% of
                the unexercised Warrant Shares then issuable pursuant to all
                Warrants.

            


    

     

    
      	 	
              n)

            	
              Severability.
                Wherever possible, each provision of this Warrant shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this Warrant shall be prohibited by or invalid under
                applicable law, such provision shall be ineffective to the extent
                of such
                prohibition or invalidity, without invalidating the remainder of
                such
                provisions or the remaining provisions of this
                Warrant.

            


    

     

    
      	 	
              o)

            	
              Headings.
                The headings used in this Warrant are for the convenience of reference
                only and shall not, for any purpose, be deemed a part of this
                Warrant.

            


    

     

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


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.

    


    Dated:
      _________________, 2008

     

    
      	
              CYBERDEFENDER
                CORPORATION

            
	 
	 
	
              Name:
                Gary Guseinov

              Title:
                Chief Executive Officer

            


    


    
      
        
        

      

      
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    NOTICE
      OF EXERCISE

    


    TO:
      CYBERDEFENDER CORPORATION

    


    (1) The
      undersigned hereby elects to purchase ________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2) Payment
      shall be in lawful money of the United States.

     

    (3) Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

     

    
      	 	
              _______________________________

            
	 	 
	
              Tax
                ID Number

            	
              _______________________________
                

            


    

    


    The
      Warrant Shares shall be delivered to the following:

    


    
      	 	
              _______________________________

            
	 	 
	 	
              _______________________________

            
	 	 
	 	
              _______________________________

            


    

    


    (4)
      Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.

    


    [SIGNATURE
      OF HOLDER]

    


    Name
      of
      Investing Entity:
      _______________________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      _________________________________________________

    Name
      of
      Authorized Signatory:
      ___________________________________________________________________

    Title
      of
      Authorized Signatory:
      ____________________________________________________________________

    Date:
      _______________________________________________________________________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:
      ______________, _______

    


    
      	 	
              Holder’s Signature:

            	
              _____________________________

            
	 	 	 
	 	
              Holder’s
                Address:

            	
              _____________________________

            
	 	 	 
	 	
               

            	
              _____________________________ 

            


    

    


    Signature
      Guaranteed: ___________________________________________

    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.