Unassociated Document


    CONSULTING
AGREEMENT

    


     

    This
Consulting Agreement, dated as of April 1, 2009 (“Agreement”), is entered into
between SCP Holdings L.L.C.  (“Consultant”) and CyberDefender
Corporation, a California corporation (“Client”).

     

    The
Consultant is in the business of providing management consulting services,
business advisory services.  The Client deems it to be in its best
interest to retain the Consultant to render to the Client such services as may
be agreed to by the parties from time to time; and the Consultant desires to
render such services to the Client as set forth hereunder.

     

    Now
therefore, in consideration of the mutual promises and covenants set forth in
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

    


    Consulting
Services.  The Client hereby retains the Consultant as an
independent contractor, and the Consultant hereby accepts and agrees to such
retention.  It is further acknowledged and agreed by the Client that
the Consultant is not rendering legal or tax advice. The services of the
Consultant shall not be exclusive nor shall the Consultant be required to render
any specific number of hours or assign specific personnel to the Client or its
projects.

    


    Independent
Contractor.  The Consultant agrees to perform its consulting
duties hereto as an independent contractor.  Nothing contained herein
shall be considered to create an employer-employee relationship between the
parties to this Agreement.  The Client shall not make social security,
workers’ compensation or unemployment insurance payments on behalf of
Consultant.  The parties hereto acknowledge and agree that the
Consultant cannot guarantee the results or effectiveness of any of the services
rendered or to be rendered by the Consultant.  Rather, Consultant
shall conduct its operations and provide its services in a professional manner
and in accordance with good industry practice.  The Consultant will
use its reasonable business efforts in providing services to
Client.

     

    Time,
Place and Manner of Performance.  The Consultant shall be
available to the officers and directors of the Client at such reasonable and
convenient times and places as may be mutually agreed upon.  Except as
aforesaid, the time, place and manner of performance of the services hereunder,
including the amount of time to be allocated by the Consultant to any specific
service, shall be determined in the sole discretion of the
Consultant.

     

    Compensation.   The
Client shall provide to the Consultant compensation for its services hereunder
in the amounts and at the times as set forth as follows.  Upon
execution of this Agreement the Consultant will receive warrants (the
“Warrants”) to purchase 850,000 shares of common stock (the “Shares”) of the
Client, exercisable at a price of $1.25 per share for a period ending on the
fifth anniversary date of this Agreement in the form attached hereto as Exhibit
A.  The Warrants shall vest as follows: Warrants to purchase
300,000 Shares shall vest immediately upon the execution of this Agreement and
Warrants to purchase 50,000 Shares shall vest on the 1st day of
each month commencing May 1st and ending March 2010.  The Warrants
shall vest provided that this Agreement has not been terminated as set forth
below.  The Warrants shall be assignable by the Client as provided in
the Warrant.  By executing this Agreement, the Client warrants and
represents that all necessary corporate action has been taken to authorize the
issuance of the Warrants and to provide for the issuance of the Shares of common
stock issuable thereunder.  The Client agrees that the Warrants will
be delivered to Consultant immediately following the execution of this
Agreement.  The Shares issuable upon exercise of the Warrants shall be
fully paid and non-assessable.  The Client agrees that the initial
grant of the Warrants is a non-refundable retainer.  In the event the
Client decides to terminate this Agreement for any reason whatsoever, it is
agreed and fully understood that the Consultant will not be requested by the
Client to return any of the Warrants which have vested or the Shares issued upon
exercise thereof.

     

    
      
        
        

      

      
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    Termination.  Either
the Consultant or the Client may terminate this Agreement at the end of any
month during the term of this Agreement upon 15 days prior written
notice.  This Agreement shall automatically terminate upon the
dissolution, bankruptcy or insolvency of the Client or the
Consultant.  The Consultant and the Client shall have the right and
the discretion to terminate this Agreement should the other party, in performing
its duties hereunder, violate any law, ordinance, permit or regulation of any
governmental entity or self-regulatory organization, accept for violations that
either singularly or in the aggregate do not have or will not have a materially
adverse effect on the party desiring termination.  

    


    Work
Product.  It is agreed that all information and materials
produced for the Client shall be the property of the Client, free and clear of
all claims thereto by the Consultant, and the Consultant has no claim of
ownership rights thereto.  Consultant shall not disseminate or publish
any materials regarding Client without Client’s prior written consent, which
consent may be in the form of an email from the Client’s Chief Executive
Officer.

     

    Confidentiality.  The
Consultant shall enter into the Confidentiality Agreement attached hereto as
Exhibit B concurrently with the execution of this Agreement.

     

    Conflict
of Interest.  The Consultant shall be free to perform services
for other entities or persons.  The Consultant will notify the Client
of its performance of consulting services for any other entity or person that
the Consultant reasonably believes could materially conflict with its
obligations to the Client under this Agreement.

     

    Disclaimer
of Responsibility for Acts of the Client; Limitation on
Liability.  In no event shall the Consultant be authorized or
required by this Agreement to represent or make management decisions for the
Client.  The Consultant shall, under no circumstances, be made liable
for any expense incurred or loss suffered by the Client as a consequence of such
decisions by the Client or any affiliates or subsidiaries of the Client as a
result of services performed by the Consultant hereunder.  CONSULTANT DISCLAIMS ANY AND
ALL WARRANTIES RESPECTING THE SERVICES AND ACTIVITIES, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.  IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE
SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, HOWEVER CAUSED, EVEN IF CONSULTANT
HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, EXCEPT AS
PROVIDED UNDER THE PARAGRAPH BELOW TITLED “INDEMNIFICATION”.   IN
NO EVENT SHALL CONSULTANT’S LIABILITY FOR DAMAGES UNDER OR RELATING TO THIS
AGREEMENT, REGARDLESS OF HOW ARISING, EXCEED THE VALUE OF THE COMPENSATION PAID
TO CONSULTANT HEREUNDER.

     

    
      
        
        

      

      
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    Indemnification.  Each
party agrees to indemnify and hold harmless the other party, as well as each of
its officers, directors, employees, agents and each person, if any, who controls
that party, against any and all liability, loss, costs, expenses or damages,
including, but not limited to, any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation or arbitration,
commenced or threatened, directly resulting by reason of any act, neglect,
default or omission, or any untrue or allegedly untrue statement of a material
fact, or any misrepresentation of any material fact, or any breach of any
material warranty or covenant, by that party or any of its agents, employees, or
other representatives, arising out of, or in relation to, this
Agreement.  Notwithstanding the foregoing, in no event shall the
liability of Consultant or Client exceed the fair market value of the
compensation actually received by Consultant pursuant to this Agreement, using
the Black-Scholes valuation method as of the date of this Agreement or the date
of determination of such liability, whichever is greater.

    


    Notices.  Any
notices required or permitted to be given under this Agreement shall be
sufficient if in writing and delivered or sent by fax, registered or certified
mail, or by Federal Express or other nationally recognized overnight couriers to
the principal office of each party and addressed to its principal executive
officer at the address set forth on the signature page to this Agreement. Faxes
should be marked for the attention of the principal executive officer and sent
to the fax number set forth on the signature page to this
Agreement.

     

    Waiver of
Breach.  Any waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such party.

     

    Assignment.  Neither
party may assign this Agreement without the written consent of the other
party.

     

    Applicable
Law; Dispute Resolution.  It is the intention of the parties
hereto that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and pursuant to
the laws of the State of California and that in any action, special proceeding
or other proceeding that may be brought arising out of, in connection with, or
by reason of this Agreement, the laws of the State of California, without regard
to conflicts of law principles, shall be applicable.  The parties
agree to submit all litigation arising hereunder to the state or federal courts
located in the City of Los Angeles, California, and consent to the jurisdiction
and venue of such courts, and further waive any objection that such courts are
an inconvenient forum.  In no event shall either party be liable for
punitive damages.

     

    
      
        
        

      

      
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    Severability.  All
Agreements and covenants contained herein are severable, and in the event any of
them shall be held to be invalid by any competent court, the Agreement shall be
interpreted as if such invalid Agreements or covenants were not contained
herein.

     

    Entire
Agreement.  This Agreement constitutes and embodies the entire
understanding and Agreement of the parties and supercedes and replaces all prior
understandings, Agreements and negotiations between the parties.

     

    Waiver
and Modification.  Any waiver, alteration, or modification of
any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto.

     

    Counterparts
and Facsimile Signature.  This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which, taken together, shall constitute one and the same
instrument.  Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party.

    


    [SIGNATURES
FOLLOW]

     

    
      
        
        

      

      
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    By
signing below, the parties agree to the terms of this Agreement and further
certify that their respective signatories are duly authorized to execute this
Agreement.

    


    
      
        	CYBERDEFENDER
      CORPORATION 	 	 	Dated:
      _____________
	 	 	 	 
	 	 	 	 
	
                By: 
      

                
                  
      
Name:  Gary Guseinov	 	 	
              
	
                
                  Title:  Chief
      Executive Officer

                

              	 	 	
                 

              
	 	 	 	 
	Address:   
      617 West 7h Street, Suite 401	 	 	 
	
                Los
      Angeles, California 90017

              	 	 	 
	 	 	 	 
	Telephone:
      213-689-8631 ext 212	 	 	 
	Fax:           
      213-689-8639	 	 	 


      

       

      
 

      
        	SCP
      Holdings LLC.	 	 	Dated:
      _____________
	 	 	 	 
	 	 	 	 
	
                By: 
      

                
                  
      
Name: 	 	 	
              
	
                
                  Title:

                

              	 	 	
                 

              
	 	 	 	 
	Address:   223 Excalibur
      Drive	 	 	 
	
                Newtown
      Square , PA 19073

              	 	 	 
	 	 	 	 
	Telephone: 
      ______________	 	 	 
	Fax:  ____________________	 	 	 


      

    

     

    
      
        
        

      

      
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