Exhibit
        10.15

      


      FORM
        OF
        LOCK-UP AGREEMENT

      


      September
        __, 2006

      


      Purchasers
        referred to below:

      


      
        	 	
                Re:

              	
                Securities
                  Purchase Agreement, dated as of September __, 2006 (the “Purchase
                  Agreement”),
                  between CyberDefender Corporation, (the “Company”)
                  and the purchasers signatory thereto (each, a “Purchaser”
                  and, collectively, the “Purchasers”)

              


      

       

      Ladies
        and Gentlemen:

       

      Defined
        terms not otherwise defined in this letter agreement (the “Letter
        Agreement”)
        shall
        have the meanings set forth in the Purchase Agreement. Pursuant to Section
        2.2(a)(v) of the Purchase Agreement and in satisfaction of a condition of
        the
        Company’s obligations under the Purchase Agreement, the undersigned irrevocably
        agrees with the Company that, from the date hereof until the six month
        anniversary of the Effective Date (such period, the “Restriction
        Period”),
        the
        undersigned shall not offer, sell, contract to sell, hypothecate, pledge
        or
        otherwise dispose of (or enter into any transaction which is designed to,
        or
        might reasonably be expected to, result in the disposition (whether by actual
        disposition or effective economic disposition due to cash settlement or
        otherwise) by the undersigned or any Affiliate of the undersigned or any
        person
        in privity with the undersigned or any Affiliate of the undersigned), directly
        or indirectly, including the filing (or participation in the filing) of a
        registration statement with the Commission in respect of, or establish or
        increase a put equivalent position or liquidate or decrease a call equivalent
        position within the meaning of Section 16 of the Exchange Act with respect
        to,
        any shares of Common Stock or Common Stock Equivalents beneficially owned,
        held
        or hereafter acquired by the undersigned [AS
        TO THE EARLIER BRIDGE NOTE HOLDERS]
        which
        are derived, directly or indirectly, from the Earlier Bridge Notes (but not
        from
        the warrants issued in connection therwith]] (the “Securities”).
        Beneficial
        ownership shall be calculated in accordance with Section 13(d) of the Exchange
        Act. In order to enforce this covenant, the Company shall impose irrevocable
        stop-transfer instructions preventing the Transfer Agent from effecting any
        actions in violation of this Letter Agreement.

      


      [AS
        TO GUSEINOV AND LIU -
        In
        addition, during the period from the first calendar day following the
        Restriction Period to and including December 31, 2008, during each 90
        consecutive day period therein, the undersigned shall offer, sell, contract
        to
        sell, hypothecate, pledge or otherwise dispose of, directly or indirectly,
        no
        more than __%1   2.5%
        as to Gary Guseinov and 10% as to Bing Liu
        of the
        Securities owned by the undersigned in such 90 consecutive day period (which
        amount shall be adjusted downward pro-rata on a daily basis if the last such
        period ends after December 31, 2008).] [AS
        TO THE
        EARLIER BRIDGE NOTE HOLDERS
        - In
        addition, during each of the four 90 consecutive day periods immediately
        following the Restriction Period, the undersigned shall offer, sell, contract
        to
        sell, hypothecate, pledge or otherwise dispose of, directly or indirectly,
        no
        more than 10% of the Securities owned by the undersigned in any such 90
        consecutive day period and during the fifth 90 consecutive day period
        immediately following the Restriction Period, the undersigned shall offer,
        sell,
        contract to sell, hypothecate, pledge or otherwise dispose of, directly or
        indirectly, no more than 15% of the Securities owned by the undersigned in
        such
        fifth 90 consecutive day period and during the sixth 90 consecutive day period
        immediately following the Restriction Period, the undersigned shall offer,
        sell,
        contract to sell, hypothecate, pledge or otherwise dispose of, directly or
        indirectly, no more than 20% of the Securities owned by the undersigned in
        such
        sixth 90 consecutive day period.] The undersigned’s rights to offer, sell,
        contract to sell, hypothecate, pledge or otherwise dispose of, directly or
        indirectly, Securities in any given 90 consecutive day period shall not be
        cumulated with such rights in any other 90 consecutive day period if such
        rights
        are unused in the prior 90 consecutive day period. In order to enforce this
        covenant, the Company shall deliver, prior to the first calendar day following
        the Restriction Period, irrevocable limited-transfer instructions preventing
        the
        Transfer Agent from effecting any actions in violation of this paragraph
        of the
        Letter Agreement.      

      
        

          
            
              
                

              

              	1	
                      2.5%
                        as to Gary Guseinov and 10% as to Bing
                        Liu

                    


            

             

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Notwithstanding
        the foregoing, the undersigned may transfer Securities (i) as a bona fide
        gift
        or gifts, provided that the donee or donees thereof agree to be bound by
        the
        restrictions set forth herein, (ii) to any trust for the direct or indirect
        benefit of the undersigned or the immediate family of the undersigned, provided
        that the trustee of the trust agrees to be bound by the restrictions set
        forth
        herein, and provided further that any such transfer shall not involve a
        disposition for value, or (iii) in transactions relating to shares of Common
        Stock acquired by the undersigned in open market transactions after the
        completion of the transactions contemplated by the Purchase Agreement. For
        purposes of this Agreement, “immediate family” shall mean any relationship by
        blood, marriage or adoption, not more remote than first cousin. 

       

      The
        undersigned acknowledges that the execution, delivery and performance of
        this
        Letter Agreement is a material inducement to each Purchaser to complete the
        transactions contemplated by the Purchase Agreement and that each Purchaser
        (which shall be a third party beneficiary of this Letter Agreement) and the
        Company shall be entitled to specific performance of the undersigned’s
        obligations hereunder. The undersigned hereby represents that the undersigned
        has the power and authority to execute, deliver and perform this Letter
        Agreement, that the undersigned has received adequate consideration therefor,
        and that the undersigned will indirectly benefit from the closing of the
        transactions contemplated by the Purchase Agreement. 

       

      This
        Letter Agreement may not be amended or otherwise modified in any respect
        without
        the written consent of each of the Company, each Purchaser and the undersigned.
        This Letter Agreement shall be construed and enforced in accordance with
        the
        laws of the State of New York without regard to the principles of conflict
        of
        laws. The undersigned hereby
        irrevocably submits to the exclusive jurisdiction of the United States District
        Court sitting in the Southern District of New York and the courts of the
        State
        of New York located in Manhattan, for the purposes of any suit, action or
        proceeding arising out of or relating to this Letter Agreement and hereby
        waives, and agrees not to assert in any such suit, action or proceeding,
        any
        claim that (i) it is not personally subject to the jurisdiction of such court,
        (ii) the suit, action or proceeding is brought in an inconvenient forum or
        (iii)
        the venue of the suit, action or proceeding is improper.
        The
        undersigned hereby irrevocably waives personal service of process and consents
        to process being served in any such suit, action or proceeding by receiving
        a
        copy thereof sent to the Company at the address in effect for notices to
        it
        under the Purchase Agreement and agrees that such service shall constitute
        good
        and sufficient service of process and notice thereof. The undersigned hereby
        waives any right to a trial by jury. Nothing contained herein shall be deemed
        to
        limit in any way any right to serve process in any manner permitted by law.
        The
        undersigned agrees and understands that this Letter Agreement does not intend
        to
        create any relationship between the undersigned and each Purchaser and that
        each
        Purchaser is not entitled to cast any votes on the matters herein contemplated
        and that no issuance or sale of the Securities is created or intended by
        virtue
        of this Letter Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      By
        its
        signature below, the Company’s Transfer Agent hereby acknowledges and agrees
        that, reflecting this Letter Agreement, it has placed an irrevocable stop
        transfer instruction on all Securities beneficially owned by the undersigned
        until the end of the Restriction Period. This Letter Agreement shall be binding
        on successors and assigns of the undersigned with respect to the Securities
        and
        any such successor or assign shall enter into a similar agreement for the
        benefit of the Purchasers.

       

      ***
        SIGNATURE PAGE FOLLOWS***

       

      
        
          
          

        

        
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      This
        Letter Agreement may be executed in two or more counterparts, all of which
        when
        taken together may be considered one and the same agreement.

       

       

      _________________________

      Signature

       

      __________________________

      Print
        Name

       

      __________________________

      Position
        in Company

      


      Address
        for Notice:

      


      
        __________________________

      

      


      
        __________________________

      

      
         

        __________________________

      

      Number
        of
        shares of Common Stock

      


      _____________________________________________________________________________

      Number
        of
        shares of Common Stock underlying subject to warrants, options, debentures
        or
        other convertible securities

       

      By
        signing below, the Company agrees to enforce the restrictions on transfer
        set
        forth in this Letter Agreement.

      


      CyberDefender
        Corporation 

        

      
        	 	 	 	 
	By:	 	 	 
	
                
                  

                

                Name:

                
                  

                

                
                  
                    Title:

                  

                

              	 	 	
              
	
                
                  

                

              	 	 	 


      

       

      Acknowledged
        and agreed to

      as
        of the
        date set forth above:

      


      [insert
        name of transfer agent]

           

      
        	 	 	 	 
	By:
	 	 	 
	
                
                  
Name:

              	 	 	
              
	
                Title:

              	 	 	 

     

      
        
          
          

        

        
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