SUBORDINATION
      AGREEMENT

    


    To
      the
      purchasers of 10% Convertible Promissory Notes (the “New Notes”) of
      CyberDefender Corporation, a California corporation (the “Company”)

    


    Ladies
      and Gentlemen:

     

    The
      holders of at least 75% of the outstanding principal amount (collectively,
      the
“75% Debenture Holders”) of the Company’s 10% Secured Convertible Debentures due
      September 12, 2009 (the “Debentures”) desire to grant consent, for and on behalf
      of all of the holders of the Debentures (the “Senior Lenders”), to permit the
      Company to consummate a private placement involving the issuance of up to
      $1,200,000 in aggregate principal amount of the New Notes, as required by
      Section 7(a) of the Debentures. Defined terms not otherwise defined herein
      shall
      have the meanings set forth in that certain Securities Purchase Agreement dated
      September 12, 2006 among the Company and the Senior Lenders (the “Purchase
      Agreement”).
      For
      the purpose of inducing the 75% Debenture Holders to grant the above-described
      consent, and in consideration thereof, the undersigned purchasers of the New
      Notes (“New Lenders”) agree as follows:

    


    1.
       Any
      and
      all claims of New Lenders against the Company, now or hereafter existing, are,
      and shall be at all times, subject and subordinate to any and all claims, now
      or
      hereafter existing which any Senior Lender may have against the Company
      (including any claim by the Senior Lenders for interest accruing after any
      Bankruptcy Event, or any claim by the Senior Lenders for any such interest
      which
      would have accrued in the absence of such Bankruptcy Event).

    


    2.
       Each
      New
      Lender agrees not to commence or threaten to commence any action or proceeding,
      sue upon, or to collect, or to receive payment of the principal or interest
      of
      any claim or claims now or hereafter existing which such New Lender may hold
      against the Company, and not to sell, assign, transfer, pledge, hypothecate,
      or
      encumber such claim or claims except subject expressly to this Agreement, and
      not to enforce or apply any security now or hereafter existing therefor, nor
      to
      file or join in any petition to commence any proceeding under Title 11 of the
      U.S. Code (the “Bankruptcy Code”), nor to take any lien or security on any of
      the Company’s property, real or personal, so long as any claim of Senior Lenders
      against the Company shall exist. 

    


    3.
       In
      case
      of any Bankruptcy Event: (a) the Company and any assignee, trustee in
      bankruptcy, receiver, debtor in possession or other person or persons in charge
      are hereby directed to pay to Senior Lenders the full amount of Senior Lenders’
claims against the Company (including interest to the date of payment) before
      making any payment of principal or interest to New Lenders, and insofar as
      may
      be necessary for that purpose, each New Lender hereby assigns and transfers
      to
      the Senior Lenders all rights to any payments, dividends or other distributions,
      and (b) each New Lender hereby irrevocably constitutes and appoints each Senior
      Lender its true and lawful attorney to act in its name and stead: (i) to file
      the appropriate claim or claims on behalf of such New Lender if such New Lender
      does not do so prior to 30 days before the expiration of the time to file claims
      in such proceeding and if any Senior Lender elects in its sole discretion to
      file such claim or claims and (ii) to accept or reject any plan of
      reorganization or arrangement on behalf of New Lenders, and to otherwise vote
      New Lenders’ claim in respect of any indebtedness now or hereafter owing from
      the Company to New Lenders in any manner the Senior Lenders deem appropriate
      for
      their respective own benefit and protection.

     

    
      
        
        

      

      
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    4.
       Each
      New
      Lender acknowledges and agrees that the Senior Lenders may agree with the
      Company to (a) renew, compromise, extend, accelerate or otherwise change the
      time of payment, or any other terms, of any existing or future claim of the
      Senior Lenders against the Company, (b) increase or decrease the rate of
      interest payable thereon or any part thereof, (c) exchange, enforce, waive
      or
      release any security therefor, (d) apply such security and direct the order
      or
      manner of sale thereof in such manner as the Senior Lenders may determine in
      accordance with the Security Documents and the Debentures, (e) release the
      Company or any guarantor of any indebtedness of the Company from liability,
      and
      (f) make optional future advances to the Company, all without notice to the
      New
      Lenders without affecting the subordination provided by this
      Agreement.

    


    5. In
      the
      event that any payment or any cash or noncash distribution is made to any New
      Lender in violation of the terms of this Agreement, such New Lender shall
      receive same in trust for the benefit of the Senior Lenders, and shall forthwith
      remit it to the Agent in the form in which it was received, together with such
      endorsements or documents as may be necessary to effectively negotiate or
      transfer same to the Senior Lenders.

    


    6.
       Until
      all
      such claims of Senior Lenders against the Company shall be paid in full, no
      gift
      or loan shall be made by the Company to any New Lender.

    


    7.
       For
      violation of this Agreement, each New Lender, severally and not jointly, shall
      be liable for all loss and damage sustained by reason of such breach, provided,
      however, in no event shall any New Lender be liable for any loss or damage
      in
      excess of the principal amount of such New Lender’s New Note, and in no event
      shall any New Lender be liable for actions taken by any other New Lender in
      violation of this Agreement.

    


    8.
       This
      Agreement shall be binding upon the heirs, successors and assigns of New
      Lenders, the Company and the Senior Lenders. This Agreement and any existing
      or
      future claim of a Senior Lender against the Company may be assigned by such
      Senior Lender, in whole or in part, without notice to New Lenders or the
      Company.

    


    9. Any
      and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      pages attached hereto prior to 5:30 p.m. (New York City time) on a Business
      Day,
      (b) the next Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on
      the signature pages attached hereto on a day that is not a Business Day or
      later
      than 5:30 p.m. (New York City time) on any Business Day, (c) the 2nd
      Business
      Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service, or (d) upon actual receipt by the party to whom
      such
      notice is required to be given. The address for such notices and communications
      shall be as set forth on the signature pages attached hereto.

     

    
      
        
        

      

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

    


    11. This
      Agreement may be executed in counterparts, all of which when taken together
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party,
      it
      being understood that both parties need not sign the same counterpart.


    


    12. This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      matters covered hereby and thereby and supersedes all previous written, oral
      or
      implied understandings among them with respect to such matters.

    


    13. The
      invalidity of any portion hereof shall not affect the validity, force or effect
      of the remaining portions hereof. If it is ever held that any restriction
      hereunder is too broad to permit enforcement of such restriction to its fullest
      extent, such restriction shall be enforced to the maximum extent permitted
      by
      law.

    


    14. Each
      of
      the parties hereto acknowledges that this Agreement has been prepared jointly
      by
      the parties hereto, and shall not be strictly construed against either
      party.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement
      to
      be duly executed by their respective authorized signatories as of the date
      first
      indicated above.

    

      
        	
                 

              	 
	
                Name
                  of New Lender

              	 
	 	 
	
                By: 

              	 	 


      

      

        
          	
                  Name
                    and Title:

                	 
	 	 
	
                  Address
                    for Notice: 

                	 
	 	 
	 	 
	
                  Fax
                    #:

                	 


        

      

       

      
        
          
          

        

        
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Acceptance
      of Subordination Agreement by Company

    


    The
      undersigned being the Company named in the foregoing Subordination Agreement,
      hereby accepts and consents thereto and agrees to be bound by all the provisions
      thereof and to recognize all priorities and other rights granted thereby to
      the
      Senior Lenders (as defined therein), their respective successors and assigns,
      and to perform this Agreement in accordance therewith.

    


    Dated:
      ______________, 2008

    


    
      	 	
              CYBERDEFENDER
                CORPORATION

            
	 	 
	 	
              By: 

            	 
	 	
              Name:
                Gary Guseinov

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    
      	 	
              Address: 

            	
              617
                West 7th
                Street, Suite 401

            
	 	 	
              Los
                Angeles, CA 90017

            
	 	 
	 	
              Fax
                #: 213.947.1914

            


    

     

    
      
        
        

      

      
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