CONSENT
      AND WAIVER AGREEMENT

     

    THIS
      CONSENT AND WAIVER AGREEMENT (this “Agreement”),
      dated
      as
      of November 21, 2008 is entered into by and among Cyberdefender Corporation,
      a
      California corporation (the “Company”),
      the
      undersigned holders of at least 75% of the outstanding principal amount of
      the
      Debentures (as hereinafter defined) (the “Holders”)
      and
      the Agent (as defined in the Purchase Agreement).

     

    WHEREAS,
      pursuant
      to a Securities
      Purchase Agreement, dated September 12, 2006 (the “Purchase
      Agreement”),
      among
      the Company and the purchasers signatory thereto, the Holders purchased from
      the
      Company 10% Secured Convertible Debentures (the “Debentures”)
      and
      warrants to purchase Common Stock of the Company issued pursuant thereto (the
      “2006
      Warrants”).

     

    WHEREAS,
      capitalized terms used but not defined herein have the meanings ascribed to
      them
      in the Purchase Agreement.

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Company and each of the undersigned Holders hereby agree
      as
      follows:

     

    1. Each
      of
      the undersigned Holders hereby consents, as required by Section 7(a) of the
      Debentures, to the issuance by the Company of up to $1,200,000 in aggregate
      principal amount of the Company’s 10% Convertible Promissory Notes, due eleven
      months from the date of issuance and convertible into shares of Common Stock
      at
      a conversion price of $1.25 per share, subject to adjustment as provided therein
      (such financing, “New
      Debt Financing”
and
      such waiver, the “Waiver”);
      provided,
      however,
      the
      Waiver shall immediately terminate and be null and void as to any investment
      pursuant to the New Debt Financing by any investor in such New Debt Financing
      who is initially contacted by the Company, its placement agent or any
      representative thereof on or after December 5, 2008.

     

    2. The
      Company hereby agrees to cause its legal counsel to issue a legal opinion to
      each of the undersigned Holders and the Company’s Transfer Agent that the shares
      of Common Stock issuable upon conversion of the Debentures (the “Debenture
      Shares”)
      and
“cashless exercise” of the 2006 Warrants (collectively, the “144
      Eligible Securities”)
      (a)
      may be sold pursuant to Rule 144 under the Securities Act without volume
      restrictions or manner of sale limitations as of the date hereof, assuming
      such
      Holders is not an “affiliate” of the Company as defined in Rule 405 under the
      Securities Act, and (b) that the certificates representing the 144 Eligible
      Securities may be issued without a restrictive legend as required pursuant
      to
      Section 4.1 of the Purchase Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Subject
      to the terms and conditions set forth herein, each undersigned Holder hereby
      acknowledges and agrees that the Company shall not be required to file or
      maintain the effectiveness of any registration statement registering the resale
      of any Debenture Shares or shares issuable upon exercise of the 2006 Warrants
      (the “2006
      Warrant Shares”).
      The
      Company agrees and acknowledges that the 2006 Warrant Shares and the shares
      of
      Common Stock underlying the 18 month 10% convertible debentures issued or
      issuable to each of the Holders and each of the holders of the Debentures in
      payment of interest and liquidated damages pursuant to prior consent and waiver
      agreements (the “18
      Month Debentures”)
      shall
      carry “piggyback” registration rights. As such, the Company shall include, in
      the first resale registration statement filed by the Company on Form S-1, or
      the
      then equivalent form, after the date hereof, at the election of the holders
      thereof (a) the 2006 Warrant Shares and (b) the shares of Common Stock
      underlying the 18 Month Debentures (together the “Piggyback
      Shares”);
      all
      such Piggyback Shares shall be included in the initial registration statement
      filed after the date hereof; provided,
      however,
      to the
      extent that all of the Piggyback Shares are not included in the initial
      registration statement filed after the date hereof, each Holder shall have
      the
      right to request the inclusion of its Piggyback Shares in subsequent
      registration statements until all such Piggyback Shares have been registered
      in
      accordance with the terms hereof. The Company shall use its best efforts to
      cause any registration statement filed in connection with this paragraph 3
      to be
      declared effective by the Commission as promptly as is possible following it
      being filed with the Commission and to remain effective until all Piggyback
      Shares subject thereto have been sold or may be sold pursuant to Rule 144 under
      the Securities Act without volume restrictions or manner of sale limitations.
      All fees and expenses incident to the performance of or compliance with this
      paragraph 3 by the Company shall be borne by the Company whether or not any
      Piggyback Shares are sold pursuant to the registration statement. The Company
      shall indemnify and hold harmless each Holder, the officers, directors, members,
      partners, agents, brokers, investment advisors and employees of each of them,
      each person who controls each Holder (within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act), and the officers, directors,
      members, shareholders, partners, agents and employees of each such controlling
      person, to the fullest extent permitted by applicable law, from and against
      any
      and all losses, claims, damages, liabilities, costs (including, without
      limitation, reasonable attorneys’ fees) and expenses (collectively, the
“Losses”),
      as
      incurred, arising out of or relating to (i) any untrue or alleged untrue
      statement of a material fact contained in the registration statement, any
      prospectus included therein or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading or (ii) any violation
      or alleged violation by the Company of the Securities Act, the Exchange Act
      or
      any state securities law, or any rule or regulation thereunder, in connection
      with the performance of its obligations under this paragraph 3, except to the
      extent, but only to the extent, that such untrue statements or omissions
      referred to in (i) above are based solely upon information regarding a Holder
      furnished in writing to the Company by such Holder expressly for use therein,
      or
      to the extent that such information relates to such Holder or such Holder’s
      proposed method of distribution of Piggyback Shares and was reviewed and
      expressly approved in writing by such Holder expressly for use in the
      registration statement, such prospectus or such form of prospectus or in any
      amendment or supplement thereto.

     

    4. In
      consideration of the Waiver and the consent provided by the Holders pursuant
      to
      this Agreement, the Company agrees to accelerate the maturity date of the 18
      Month Debentures to September 12, 2009, which accelerated maturity date shall
      become automatically effective as of the date the Company issues the Current
      Report on Form 8-K described in paragraph 6 below. No later than five Business
      Days after filing date of such Form 8-K, the Company shall provide replacement
      debentures to each Holder memorializing such accelerated maturity date of the
      18
      Month Debentures. 

     

    
      
        
        

      

      
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    5. The
      Company hereby makes to the Holders the following representations and
      warranties:

     

    i. Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder and thereunder. The execution and delivery
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company, its board
      of directors or its stockholders in connection therewith. This Agreement has
      been duly executed by the Company and, when delivered in accordance with the
      terms hereof will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    ii. No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not: (i) conflict with or violate any provision of the Company’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, result
      in the creation of any Lien upon any of the properties or assets of the Company,
      or give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any material
      agreement, credit facility, debt or other material instrument (evidencing a
      Company debt or otherwise) or other material understanding to which the Company
      is a party or by which any property or asset of the Company is bound or
      affected, or (iii) conflict with or result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Company is subject (including
      federal and state securities laws and regulations), or by which any property
      or
      asset of the Company is bound or affected; except in the case of each of clauses
      (ii) and (iii), such as could not have or reasonably be expected to result
      in a
      Material Adverse Effect.

     

    iii. Equal
      Consideration.
      Except
      as set forth in this Agreement and prior consent and waiver agreements entered
      into with the holders of at least 75% in outstanding principal amount of the
      Debentures, no consideration has been offered or paid to any person to amend
      or
      consent to a waiver, modification, forbearance or otherwise of any provision
      of
      any of the Transaction Documents.

     

    
      
        
        

      

      
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    iv. Survival
      and Bring Down.
      All of
      the Company’s warranties and representations contained in this Agreement shall
      survive the execution, delivery and acceptance of this Agreement by the parties
      hereto. 

     

    v. Shell
      Company.
      The
      Company is not and has never been a “shell company” as defined in Rule 405 under
      the Securities Act and therefore Rule 144(i) under the Securities Act is not
      applicable to the Company.

     

    6. No
      later
      than 8:30 am (NY time) on December 6, 2008, the Company shall file a Current
      Report on Form 8-K disclosing (i) any closings under the New Debt Financing
      and
      the material terms thereof, and (ii) the transactions contemplated by this
      Agreement. The Company shall consult with the Holders in issuing any other
      press
      releases with respect to the transactions contemplated hereby.

     

    7. Except
      as
      expressly set forth herein, all of the terms and conditions of the Transaction
      Documents shall continue in full force and effect after the execution of this
      Agreement and shall not be in any way changed, modified or superseded by the
      terms set forth herein. 

     

    8. This
      Agreement may be executed in two or more counterparts and by facsimile signature
      or otherwise, and each of such counterparts shall be deemed an original and
      all
      of such counterparts together shall constitute one and the same
      agreement.

     

    9. The
      Company has elected to provide all Holders with the same terms and form of
      consent and waiver for the convenience of the Company and not because it was
      required or requested to do so by the Holders. The obligations of each Holder
      under this Agreement, and any Transaction Document are several and not joint
      with the obligations of any other Holder, and no Holder shall be responsible
      in
      any way for the performance or non-performance of the obligations of any other
      Holder under this Agreement or any Transaction Document. Nothing contained
      herein or in any Transaction Document, and no action taken by any Holder
      pursuant thereto, shall be deemed to constitute the Holders as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Holders are in any way acting in concert or as a group
      with
      respect to such obligations or the transactions contemplated by this consent
      and
      waiver or the Transaction Documents. Each Holder shall be entitled to
      independently protect and enforce its rights, including without limitation,
      the
      rights arising out of this Agreement or out of the Transaction Documents, and
      it
      shall not be necessary for any other Holder to be joined as an additional party
      in any proceeding for such purpose. Each Holder has been represented by its
      own
      separate legal counsel in their review and negotiation of this Agreement and
      the
      Transaction Documents. 

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Consent and Waiver Agreement is executed as of the date
      first set forth above.

    


    
      	 	
              CYBERDEFENDER
                CORPORATION

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Gary Guseinov

            
	 	
              Name:
                Gary Guseinov

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    [signature
      page(s) of Holders to follow]

     

    
      
        
        

      

      
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    COUNTERPART
      SIGNATURE PAGE

    OF
      HOLDER
      TO

    CONSENT
      AND WAIVER,

    AMONG
      CYBERDEFENDER CORPORATION AND

    THE
      HOLDERS THEREUNDER

    


    
      	 	
              Name
                of Holder: Bushido Capital Master Fund LP

            
	 	 
	 	
              By:
                

            	
              /s/
                Ronald S. Dagar

            
	 	 
	 	
              Name:
                Ronald S. Dagar

            
	 	 
	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
      SIGNATURE PAGE

    OF
      HOLDER
      TO

    CONSENT
      AND WAIVER,

    AMONG
      CYBERDEFENDER CORPORATION AND

    THE
      HOLDERS THEREUNDER

    


    
      	 	
              Name
                of Holder: BCMF Trustees LLC

            
	 	 
	 	
              By:

            	
              /s/
                Ronald S. Dagar

            
	 	 
	 	
              Name:
                Ronald S. Dagar

            
	 	 
	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
      SIGNATURE PAGE

    OF
      HOLDER
      TO

    CONSENT
      AND WAIVER,

    AMONG
      CYBERDEFENDER CORPORATION AND

    THE
      HOLDERS THEREUNDER

    


    
      	 	
              Name
                of Holder: Pierce Diversified Strategies Master Fund

              LLC
                Series BUS

            
	 	 
	 	
              By:

            	
              /s/
                Ronald S. Dagar

            
	 	 
	 	
              Name:
                Ronald S. Dagar

            
	 	 
	 	
              Title:
                Attorney in Fact

            


    

     

    
      
        
        

      

      
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    COUNTERPART
      SIGNATURE PAGE

    OF
      HOLDER
      TO

    CONSENT
      AND WAIVER,

    AMONG
      CYBERDEFENDER CORPORATION AND

    THE
      HOLDERS THEREUNDER

    


    
      	 	
              Name
                of Holder: CAMOFI Master LDC

            
	 	 
	 	
              By:

            	
              /s/
                Richard Smithline

            
	 	 
	 	
              Name:
                Richard Smithline

            
	 	 
	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
        9