EXHIBIT
      A

    


    NEITHER
      THESE
      SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN SECURED BY SUCH SECURITIES.

    


    THIS
      PROMISSORY
      NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE
      COMPANY TO THE HOLDERS OF THE COMPANY’S OUTSTANDING 10% SECURED CONVERTIBLE
      DEBENTURES DUE SEPTEMBER 12, 2009, AND THEIR RESPECTIVE ASSIGNS, AND MAY BE
      ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT WITH
      THE
      PURCHASERS, DATED ON OR ABOUT THE ORIGINAL ISSUE DATE.

    


    Original
      Issue
      Date: _____________, 2008

    


    Original
      Conversion
      Price (subject to adjustment herein): $1.25
      USD

    


    $_______________

     

    10%
      CONVERTIBLE PROMISSORY NOTE

    DUE
      ELEVEN
      MONTHS FROM ORIGINAL ISSUE DATE

    


    THIS
      10%
      CONVERTIBLE PROMISSORY NOTE (this “Note”)
      is one of a
      series of duly authorized and issued 10% Convertible Promissory Notes of
CyberDefender
      Corporation,
      a California
      corporation, having a principal place of business at 617 West 7th Street, Suite
      401, Los Angeles, CA 90017 (the “Company”),
      designated as
      its 10% Convertible Promissory Notes due eleven months from the Original Issue
      Date (the “Notes”).

    


    FOR
      VALUE RECEIVED,
      the Company promises to pay to ________________________ or its registered
      assigns (the “Holder”),
      the principal
      sum of $_______________ on the date that is eleven months from the Original
      Issue Date set forth above 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 unconverted 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:

    


    “Bankruptcy
      Event”
means
      any of the
      following events: (i) the Company or any Significant Subsidiary (as such term
      is
      defined in Rule 1.02(s) of Regulation S-X) thereof commences a case or other
      proceeding under any bankruptcy, reorganization, arrangement, adjustment of
      debt, relief of debtors, dissolution, insolvency or liquidation or similar
      law
      of any jurisdiction relating to the Company or any Significant Subsidiary
      thereof; (ii) there is commenced against the Company or any Significant
      Subsidiary thereof any such case or proceeding that is not dismissed within
      60
      days after commencement; (iii) the Company or any Significant Subsidiary thereof
      is adjudicated insolvent or bankrupt or any order of relief or other order
      approving any such case or proceeding is entered; (iv) the Company or any
      Significant Subsidiary thereof suffers any appointment of any custodian or
      the
      like for it or any substantial part of its property that is not discharged
      or
      stayed within 60 days; (v) the Company or any Significant Subsidiary thereof
      makes a general assignment for the benefit of creditors; (vi) the Company or
      any
      Significant Subsidiary thereof calls a meeting of substantially all of its
      creditors with a view to arranging a composition, adjustment or restructuring
      of
      its debts; or (vii) the Company or any Significant Subsidiary thereof, by any
      act or failure to act, expressly indicates its consent to, approval of or
      acquiescence in any of the foregoing or takes any corporate or other action
      for
      the purpose of effecting any of the foregoing.

     

    “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 after the date hereof of any of (i) an acquisition after the date
      hereof by an individual or legal entity or “group” (as described in Rule
      13d5(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) a replacement at one time or within a one year period of more
      than one-half of the members of the Company's board of directors which is not
      approved by a majority of those individuals who are members of the board of
      directors on the date hereof (or by those individuals who are serving as members
      of the board of directors on any date whose nomination to the board of directors
      was approved by a majority of the members of the board of directors who are
      members on the date hereof), 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) or (ii).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Conversion
      Date”
shall
      have the
      meaning set forth in Section 4(a) hereof.

    


    “Conversion
      Price”
shall
      have the
      meaning set forth in Section 4(b) hereof.

    


    “Dilutive
      Issuance”
shall
      have the
      meaning set forth in Section 5(b) hereof.

    


    “Equity
      Conditions”
Unless
      waived by
      the Holder as to a particular event (which waiver shall apply only to such
      Holder), as of such event date, the following conditions have been met: (i)
      there is a sufficient number of authorized but unissued and otherwise unreserved
      shares of Common Stock for the issuance of all of the Note Shares as are
      issuable to the Holder upon conversion in full of this Note; and (ii) no Event
      of Default has occurred and is continuing.

    


    “Event
      of
      Default”
shall
      have the
      meaning set forth in Section 7 hereof.


    


    “Fundamental
      Transaction”
shall
      have the
      meaning set forth in Section 5(d)(iii) hereof.

    


    “Late
      Fees”
shall
      have the
      meaning set forth in Section 2(c) hereof.

    


    “Optional
      Redemption”
shall
      have the
      meaning set forth in Section 6(a) hereof.

    


    “Optional
      Redemption Notice”
shall
      have the
      meaning set forth in Section 6(a) hereof.

    


    “Optional
      Redemption Notice Date”
shall
      have the
      meaning set forth in Section 6(a) hereof.

    


    “Original
      Conversion Price”
shall
      be $1.25
      USD.

    


    “Original
      Issue
      Date”
shall
      mean the
      date of the first issuance of this Note as provided on the cover page hereof,
      regardless of the number of transfers of this Note and regardless of the number
      of instruments which may be issued to evidence this Note.

    


    “Permitted
      Liens”
means
      (i) Liens
      for taxes, assessments or other governmental charges (including without
      limitation in connection with workers compensation and unemployment insurance)
      that are not delinquent or which are being contested in good faith and for
      which
      a reserve shall have been established in accordance with GAAP, (ii) Liens of
      mechanics, material men, warehousemen, carriers, landlords or other similar
      statutory Liens securing obligations that are not yet due and are incurred
      in
      the ordinary course of business or which are being contested in good faith
      and
      for which a reserve shall have been established in accordance with GAAP, (iii)
      purchase money Liens to finance property or assets of the Company or any
      Subsidiary of the Company acquired in the ordinary course of business, (iv)
      judgment Liens not giving rise to an Event of Default, (v) liens and securities
      interests to or for the benefit of holders of any Superior
      Indebtedness.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

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

    


    “Purchase
      Agreement”
means
      the
      Securities Purchase Agreement between the Holder and the Company, pursuant
      to
      which this Note is initially purchased, as amended, modified or supplemented
      from time to time in accordance with its terms.

    


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

    


    “Secured
      Parties”
means
      any
      Federal, state or local governmental or quasi-governmental agencies or divisions
      and any lender or creditor holding a security interest under the Uniform
      Commercial Code in assets and other property of the Company.

    “Superior
      Indebtedness”
shall
      mean and
      include all present and future indebtedness, obligations, liabilities, claims,
      rights and demands of any kind which may be now or hereafter owing from the
      Company to any Secured Parties. The term is used in its broadest sense and
      includes without limitation all principal, all interest, all costs, attorney’s
      fees, all sums paid for the purpose of protecting the Secured Parties rights
      in
      security (such as paying insurance on collateral if the Company fails to do
      so),
      all contingent obligations of the Company (such as a guaranty), all obligations
      arising by reason of the Company’s accounts with a Secured Party (such as
      overdraft on a checking account) and all other obligations of the Company to
      the
      Secured Parties, of any nature whatsoever.

    


    Section
      2. Interest.

     

    a) Payment
      of
      Interest.
      The Company shall
      pay interest to the Holder on the aggregate unconverted and then outstanding
      principal amount of this Note at the rate of 10% per annum payable on the
      Maturity Date (except that, if any such date is not a Business Day, then such
      payment shall be due on the next succeeding Business Day) (each such date,
      an
“Interest
      Payment
      Date”)
      and on each
      Conversion Date (as to that principal amount then being converted), in (a)
      the
      number of Note Shares equal to the aggregate unpaid and accrued interest divided
      by the Conversion Price, or (b) if this Note is in default, then the payment
      shall be made in cash. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    b) Interest
      Calculations.
      Interest shall be
      calculated on the basis of a 360-day year and shall accrue 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 shall cease to accrue with respect to any
      principal amount converted, provided that the Company in fact delivers the
      Note
      Shares within the time period required by Section 4(c). 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) Late
      Fee.
      All overdue
      accrued and unpaid interest to be paid hereunder shall entail a late fee at
      the
      rate of 10.00% per annum (or such lower maximum amount of interest permitted
      to
      be charged under applicable law) (“Late
      Fee”)
      which will
      accrue from the date such interest is due hereunder through and including the
      date of payment.

    


    d) Prepayment.
      Pursuant to
      Section 6 hereof, the Company has the right to prepay this Note any time with
      14
      days notice (the Prepayment Notice Period). The right to convert by the Holder
      remains active during the Prepayment Notice Period.

    


    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.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Section
      4.  Conversion.


    a) Voluntary
      Conversion.
      At any time after
      the Original Issue Date and until payment hereof in full (including interest),
      this Note shall be convertible into Note Shares at the option of the Holder,
      in
      whole or in part at any time and from time to time. The Holder shall effect
      conversions by delivering to the Company the form of Notice of Conversion
      attached hereto as Annex
      A
      (a “Notice
      of
      Conversion”),
      specifying
      therein the principal amount of Notes and interest thereon to be converted
      and
      the date on which such conversion is to be effected (a “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion is received hereunder. To
      effect conversions hereunder, the Holder shall not be required to physically
      surrender Notes to the Company unless the entire principal amount of this Note
      plus all accrued and unpaid interest thereon has been so converted. Conversions
      hereunder shall have the effect of lowering the outstanding principal amount
      of
      this Note in an amount equal to the applicable conversion. The Holder and the
      Company shall maintain records showing the principal amount converted and the
      date of such conversions. The Company shall deliver any objection to any Notice
      of Conversion promptly, but in no event later than 2 Business Days of receipt
      of
      such notice. In the event of any dispute or discrepancy, the records of the
      Holder shall be controlling and determinative in the absence of manifest error.
      The Holder and any assignee, by acceptance of this Note, acknowledge and agree
      that, by reason of the provisions of this paragraph, following conversion of
      a
      portion of this Note, the unpaid and unconverted principal amount of this Note
      may be less than the amount stated on the face hereof. Conversion Notices shall
      be irrevocable, except as provided in Section 4.21 of the Purchase
      Agreement.

     

    b) Conversion
      Price.
      The conversion
      price in effect on any Conversion Date shall be equal to the lower of the
      Original Conversion Price or
      the price
      as adjusted
      subject to
      Section 5 herein (the “Conversion
      Price”).

    


    
      
        c)
Mechanics
          of
          Conversion.

      

    

     

    i. Note
      Shares
      Issuable Upon Conversion.
      The number of
      shares of Note Shares issuable upon a conversion hereunder shall be determined
      by the quotient obtained by dividing (x) the outstanding principal amount of
      this Note to be converted plus all accrued and unpaid interest thereon by (y)
      the Conversion Price.

    


    ii. Delivery
      of
      Certificate Upon Conversion.
      Not later than 7
      Business Days after any Conversion Date, the Company will deliver to the Holder
      (A) a certificate or certificates representing the Note Shares representing
      the
      number of shares of Note Shares being acquired upon the conversion of this
      Note
      or a portion of this Note.  

    


    iii. Reservation
      of
      Certificates.
      Certificates for
      the Note Shares on conversion of this Note shall be made without charge to
      the
      Holder for any documentary stamp or similar taxes that may be payable in respect
      of the issue or delivery of such certificate, provided that the Company shall
      not be required to pay any tax that may be payable in respect of any transfer
      involved in the issuance and delivery of any such certificate upon conversion
      in
      a name other than that of the Holder of this Note so converted and the Company
      shall not be required to issue or deliver such certificates unless or until
      the
      person or persons requesting the issuance thereof shall have paid to the Company
      the amount of such tax or shall have established to the satisfaction of the
      Company that such tax has been paid.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    Section
      5. Certain
      Adjustments.

     

    a) Stock
      Dividends
      and Stock Splits.
      If the Company,
      at any time while this Note is outstanding: (A) shall pay 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 Note), (B) subdivide outstanding
      shares of Common Stock into a larger number of shares, (C) combine (including
      by
      way of reverse stock split) outstanding shares of Common Stock into a smaller
      number of shares, or (D) issue by reclassification of shares of the Common
      Stock
      any shares of capital stock of the Company, then the Conversion 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) outstanding before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding after such event. Any adjustment made pursuant to this Section
      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,
      at any time while this Note is outstanding, shall offer, sell, grant any option
      to purchase or offer, sell or grant any right to re-price 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 Conversion Price (“Dilutive
      Issuance”),
      except for an
      Exempt 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
      Conversion Price, such issuance shall be deemed to have occurred for less than
      the Conversion Price), then the Conversion Price shall be multiplied by a
      fraction of which the denominator shall be the number of shares of Common Stock
      issued and outstanding immediately prior to such Dilutive Issuance plus the
      number of additional shares of Common Stock offered for subscription or purchase
      in connection with such Dilutive Issuance, and of which the numerator shall
      be
      the number of shares of Common Stock issued and outstanding immediately prior
      to
      such Dilutive Issuance plus the number of shares which the aggregate offering
      price of the total number of shares so offered (assuming delivery to the Company
      in full of all consideration payable upon exercise of such rights, options
      or
      warrants) would purchase at the Conversion Price 

    


    c) Calculations.
      All calculations
      under this Section 5 shall be made to the nearest cent or the nearest 1/100th
      of
      a share, as the case may be. For purposes of this Section 5, the number of
      shares of Common Stock outstanding as of a given date shall be the sum of the
      aggregate number of issued and to be converted shares of Common Stock (excluding
      treasury shares, if any) outstanding.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    d) Notice
      to
      Holders.

    


    i. Adjustment
      to
      Conversion Price.
      Whenever the
      Conversion Price is adjusted pursuant to any of this Section 5, the Company
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a brief statement of the facts requiring
      such adjustment.

     

    ii. Notice
      to Allow
      Conversion 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
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock, any consolidation or merger to which
      the Company is a party, any sale or transfer of all or substantially all of
      the
      assets of the Company, of any compulsory share exchange whereby the Common
      Stock
      is converted into other securities, cash or property; (E) 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
      filed at each office or agency maintained for the purpose of conversion of
      this
      Note, and shall cause to be mailed to the Holder at the Holder’s last address
      appearing on the stock books of the Company, at least 20 calendar days prior
      to
      the applicable record or effective date hereinafter specified, a notice stating
      (x) 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 (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares of the Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange; 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 convert this Note during the 20-day period
      commencing the date of such notice to the effective date of the event triggering
      such notice. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    iii. Fundamental
      Transaction.
      If, at any time
      while this Note is outstanding, (A) the Company effects any merger or
      consolidation of the Company with or into another Person where the Company
      is
      not the surviving corporation, (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 Note, the Holder shall have the right to receive,
      for each Note Share that would have been issuable upon such conversion absent
      such Fundamental Transaction, the same kind and amount of securities, cash
      or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of one share of Common Stock (the “Alternate
      Consideration”).
      For purposes of
      any such conversion, the determination of the Conversion 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
      Conversion 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 conversion of this Note 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 Note consistent with the foregoing provisions
      and evidencing the Holder's right to convert such Note into Alternate
      Consideration. The Company will utilize its best efforts to ensure that 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 (c) and insuring that this Note (or any such
      replacement security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction. Failure to obtain such terms by the
      Company shall not cause an Event of Default and the Holder shall then be
      required to convert in accordance with the terms of the Fundamental
      Transaction.

     

    iv. Exempt
      Issuance.
      Notwithstanding
      the foregoing, no adjustment will be made under this Section 5 in respect of
      an
      Exempt Issuance.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    Section
      6. Redemption
      and
      Forced Conversion.


    (a) Optional
      Redemption at Election of Company.
Subject
      to the
      provisions of this Section 6, at any time after the Original Issuance Date,
      the
      Company may deliver a notice to the Holder (an “Optional
      Redemption Notice”
and
      the date such
      notice is deemed delivered hereunder, the “Optional
      Redemption Notice Date”)
      of its revocable
      election to redeem this Note, for an amount, in cash, equal to the Optional
      Redemption Amount on the 60th
      day following the
      Optional Redemption Notice Date (such date, the “Optional
      Redemption Date”
and
      such
      redemption, the “Optional
      Redemption”).
      The Optional
      Redemption Amount is equal to the sum of the un-converted principal balance
      outstanding plus the aggregate accrued interest payable outstanding on the
      Optional Redemption Date and is due in full. The Company may only effect an
      Optional Redemption if during the period commencing on the Optional Redemption
      Notice Date through to the Optional Redemption Date, each of the Equity
      Conditions shall have been met. If any of the Equity Conditions shall cease
      to
      be satisfied at any time during the required period, then the Holder may elect
      to nullify the Optional Redemption Notice by notice to the Company within three
      (3) Business Days after the first day on which any such Equity Condition has
      not
      been met (provided that if, by a provision of the Transaction Documents the
      Company is obligated to notify the Holder of the non-existence of an Equity
      Condition, such notice period shall be extended to the third Business Day after
      proper notice from the Company) in which case the Optional Redemption Notice
      shall be null and void, ab initio.
      The Company
      covenants and agrees that it will honor all Conversion Notices tendered from
      the
      time of delivery of the Optional Redemption Notice through the date all amounts
      owing thereon are due and paid in full.

    


    (b) Redemption
      Procedure.
      The payment of
      cash pursuant to an Optional Redemption shall be made on the Optional Redemption
      Date. If any portion of the cash payment for an Optional Redemption shall not
      be
      paid by the Company by the respective due date, interest shall accrue thereon
      at
      the rate of 15% per annum (or the maximum rate permitted by applicable law,
      whichever is less) until the payment of the Optional Redemption Amount plus
      all
      amounts owing thereon is paid in full. Alternatively, if any portion of the
      Optional Redemption Amount remains unpaid after such date, the Holders subject
      to such redemption may elect, by written notice to the Company given at any
      time
      thereafter, to invalidate ab initio
      such redemption.
The
      Holder may elect to convert the outstanding principal amount of this Note
      pursuant to Section 4 prior to actual payment in cash for any redemption under
      this Section 6 by fax delivery of a Notice of Conversion to the
      Company.

     

    Section
      7. 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):

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    i. any
      default in the
      payment of (A) the principal of amount of this Note, or (B) interest (including
      Late Fees) on, or liquidated damages in respect of, this Note, in each case
      free
      of any claim of subordination, as and when the same shall become due and payable
      (whether on a Conversion Date or 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 15 Business
      Days;

    


    ii. the
      Company shall
      fail to deliver certificates representing Note Shares issuable upon a conversion
      or redemption hereunder that comply with the provisions hereof prior to the
      15th
      Business Day after
      such shares are required to be delivered hereunder, or the Company shall provide
      written notice to the Holder, including by way of public announcement, at any
      time, of its intention not to comply with requests for conversion or redemption
      of this Note in accordance with the terms hereof;

    


    iii. the
      Company shall
      fail to have available a sufficient number of authorized and unreserved shares
      of Common Stock to issue to the Holder upon a conversion hereunder;

    


    iv. the
      Company shall
      materially fail to observe or perform any other covenant, agreement or warranty
      contained in, or otherwise commit any breach of the Transaction Documents to
      which the Holder is a party, and such failure or breach shall not, if subject
      to
      the possibility of a cure by the Company, have been remedied within 30 calendar
      days after the date on which written notice of such failure or breach shall
      have
      been given;

    


    v. the
      Company shall
      purchase more than a de minimis number of Common Stock Equivalents (not
      including a redemption of this Note hereunder);

    


    vi. there
      shall have
      occurred a Bankruptcy Event;


    


    b) Remedies
      Upon
      Event of Default.
      If any Event of
      Default occurs and is continuing, the full 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. Commencing 5 days after the occurrence of any Event of Default
      that results in the eventual acceleration of this Note, the interest rate on
      this Note shall accrue at the rate of 15% per annum, or such lower maximum
      amount of interest permitted to be charged under applicable law. When this
      Note
      shall have been paid in full in accordance herewith, the Holder shall promptly
      surrender this Note 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 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.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Section
      8. Miscellaneous.


     

    a) Notices.
      Any and all
      notices or other communications or deliveries to be provided by the Holder
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered either personally, by facsimile or sent by a nationally
      recognized overnight courier service, addressed to the Company at the address
      set forth above, facsimile number 213.947.1914, Attn: Chief Executive Officer
      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,
      with
      any fax delivery followed up by overnight delivery service. 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 or 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, then
      at the principal place of business of the Holder, if any. 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) if personally
      delivered, 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 and interest of 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 all other
      Notes now or hereafter issued under the terms set forth herein.

    


    c) Subordinated
      Security Interest.
      This Note is a
      general obligation of the Company and is specifically subordinate in all ways
      to
      any Superior Indebtedness now or hereafter created, issued made or outstanding,
      to or held by any Secured Parties. The Holder specifically agrees to provide
      such additional documentation as any of such Secured Parties shall reasonably
      believe may be necessary to protect, defend or perfect such secured
      status.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    d) 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 (as adjusted for any conversions)
      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.

    


    e) Governing
      Law.
      Any and all
      actions brought by the Company or Holder under this Note shall be brought in
      the
      state or federal courts located in the City of Los Angeles, California If either
      party shall commence an action to enforce any provisions of the Transaction
      Documents, then the prevailing party in such action after obtaining a final,
      non-appealable judgment shall be reimbursed by the other party for its
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such proceeding.

    


    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 impeded 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.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    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) Amendment.
      This Note may be
      modified or amended or provisions hereof waived with the written consent of
      the
      Company and the Holder(s) of at least 51% of the then outstanding principal
      amount of all of the Notes.

    


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

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the Company has caused this 10% Convertible Promissory Note to be duly executed
      by a duly authorized officer as of the date first above indicated.

    


    CYBERDEFENDER
      CORPORATION

    


    
      	
              By:

            	  
	 	
              Gary
                Guseinov

            
	 	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    ANNEX
      A

    


    NOTICE
      OF
      CONVERSION

     

    The
      undersigned
      hereby elects to convert principal under the 10% Convertible Promissory Note
      of
CyberDefender
      Corporation,
      a California
      corporation (the “Company”), due eleven months from the Original Issue Date
      thereof, into ________ Note Shares, no par value per share (the “Note
      Shares”),
      of the Company
      according to the conditions hereof, as of the date written below. If shares
      are
      to be issued in the name of a person other than the undersigned, the undersigned
      will pay all transfer taxes payable with respect thereto and is delivering
      herewith such certificates and opinions as reasonably requested by the Company
      in accordance therewith. No fee will be charged to the holder for any
      conversion, except for such transfer taxes, if any.

    


    Conversion
      calculations:   

    


    Date
      to Effect
      Conversion: _______________________

    


    Principal
      Amount of
      Note(s) to be converted: $ ___________

    


    Note
      Shares
      issuable:___________

    


    Interest
      Payment
      shares issuable:_______

    


    Total
      shares issuable:________________

     

    Signature: ___________________________

     

    Name:

     

    Address:

    


    
      
         

      

      
        16