Exhibit
      10.7

    


    8%
      SECURED NOTE


     

    
      	$___________	
               July
                __,
                2006

            


    

     

    FOR
      VALUE
      RECEIVED, CyberDefender Corporation., a California corporation (the
      "Maker"),
      with
      its primary offices located at ___________________, promises to pay to the
      order
      of ______________, or its registered assigns (the "Payee"),
      upon
      the terms set forth below, the principal sum of __________________
      ($___________.00) plus interest on the unpaid principal sum outstanding at
      the
      rate of 8% per annum.

    


    1. Payments.

    


    (a)
      The
      full amount of principal and accrued interest under this Note shall be due
      on
      the earlier of (i) January __, 2007 or (ii) unless waived at the sole discretion
      of the Payee, the earliest date that the Maker raises additional capital by
      means of an equity or debt financing (the "Maturity
      Date"),
      unless due earlier in accordance with the terms of this Note.

    


    (b)
      Maker
      may not prepay, in whole or in part, the principal sum and interest under this
      Note without the prior written consent of Payee.

    


    2.
       Secured
      Obligation.
      As
      security for the payment in full of principal, interest and performance under
      this Note and of all other liabilities and obligations of the Maker to the
      Payee, Maker hereby grants to the Payee a general security interest in all
      assets of the Maker and all proceeds arising therefrom and any and all products
      of such assets. Maker represents that it is the sole lawful owner of such assets
      attributable to it, free and clear of any liens and encumbrances, and has the
      right and power to pledge, sell, assign and transfer absolute title thereto
      to
      the Payee and that no previously filed financing statement covering such assets
      will be effective at the Closing in any jurisdiction after giving effect to
      the
      Subordination Agreement. Maker agrees that this security interest shall be
      a
      first priority security interest, senior and prior in payment to all other
      indebtedness and obligations of Maker to third parties. Maker hereby authorizes
      the Payee to file one or more financing statements under the UCC and any
      amendments thereto or extensions thereof without the signature of the
      Maker.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      3.
        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):



    (i)
        any
      default in the payment of the principal of, or the interest on, this Note,
      as
      and when the same shall become due and payable; or

    


    (ii)
        Maker
      shall fail to observe or perform any obligation or shall breach any
      representation, warranty or term or provision of this Note, the Secured Note
      Purchase Agreement, dated July __, 2006, pursuant to which this Note was issued
      (the “Purchase
      Agreement”),
      any
      of the other Transaction Documents (as defined in the Purchase Agreement) and
      such failure or breach shall not have been remedied within ten days after the
      date on which notice of such failure or breach shall have been delivered;
      or

    


    (iii)
       Maker
      or
      any of its subsidiaries shall commence, or there shall be commenced against
      Maker or any subsidiary a case under any applicable bankruptcy or insolvency
      laws as now or hereafter in effect or any successor thereto, or Maker or any
      subsidiary commences any other proceeding under any reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction whether now or hereafter in effect relating
      to
      Maker or any subsidiary, or there is commenced against Maker or any subsidiary
      any such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or Maker or any subsidiary is adjudicated insolvent
      or
      bankrupt; or any order of relief or other order approving any such case or
      proceeding is entered; or Maker or any subsidiary suffers any appointment of
      any
      custodian or the like for it or any substantial part of its property which
      continues undischarged or unstayed for a period of 60 days; or Maker or any
      subsidiary makes a general assignment for the benefit of creditors; or Maker
      or
      any subsidiary shall fail to pay, or shall state that it is unable to pay,
      or
      shall be unable to pay, its debts generally as they become due; or Maker or
      any
      subsidiary shall call a meeting of its creditors with a view to arranging a
      composition, adjustment or restructuring of its debts; or Maker or any
      subsidiary shall by any act or failure to act expressly indicate its consent
      to,
      approval of or acquiescence in any of the foregoing; or any corporate or other
      action is taken by Maker or any subsidiary for the purpose of effecting any
      of
      the foregoing; or

    


    (iv)
       Maker
      or
      any subsidiary shall default in any of its respective obligations under any
      other note or any mortgage, credit agreement or other facility, indenture
      agreement, factoring agreement or other instrument under which there may be
      issued, or by which there may be secured or evidenced any indebtedness for
      borrowed money or money due under any long term leasing or factoring arrangement
      of Maker or any subsidiary, whether such indebtedness now exists or shall
      hereafter be created and such default shall result in such indebtedness becoming
      or being declared due and payable prior to the date on which it would otherwise
      become due and payable; or

     

    
      
        
        

      

      
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    (v)
        Maker
      shall, without Payee’s prior written consent (a) be a party to any Change of
      Control Transaction (as defined below), (b) agree to sell or dispose all or
      in
      excess of 50% of its assets in one or more transactions (whether or not such
      sale would constitute a Change of Control Transaction), (c) redeem or repurchase
      more than a de minimis number of shares of Common Stock or other equity
      securities of Maker, or (d) make any distribution or declare or pay any
      dividends (in cash or other property, other than common stock) on, or purchase,
      acquire, redeem, or retire more than a de minimis amount of Maker's capital
      stock, of any class, whether now or hereafter outstanding. "Change
      of Control Transaction"
      means
      the occurrence of any of: (i) an acquisition after the date hereof by an
      individual or legal entity or "group" (as described in Rule 13d-5(b)(1)
      promulgated under the Securities Exchange Act of 1934, as amended) of effective
      control (whether through legal or beneficial ownership of capital stock of
      Maker, by contract or otherwise) of in excess of 50% of the voting securities
      of
      Maker, (ii) a replacement at one time or over time of more than one-half of
      the
      members of Maker'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),
      (iii) the merger of Maker with or into another entity that is not wholly-owned
      by Maker, consolidation or sale of 50% or more of the assets of Maker in one
      or
      a series of related transactions, or (iv) the execution by Maker of an agreement
      to which Maker is a party or by which it is bound, providing for any of the
      events set forth above in (i), (ii) or (iii); or

    


    (vi)
       Gary
      Guseinov, Maker's Chief Executive Officer shall cease to be Maker's Chief
      Executive Officer or shall cease to perform any of the material functions and
      duties currently performed by such person; or

    


    (vii)
       Maker
      shall unreasonably modify or change its method of accounting or restate or
      modify its financial statements for any period of time prior to the date of
      this
      Note.

    


    (b)
       If
      any
      Event of Default occurs, the full principal amount of this Note, together with
      all accrued interest thereon, shall become, at the Payee's election, immediately
      due and payable in cash. Commencing 5 days after the occurrence of any Event
      of
      Default that results in the acceleration of this Note, the interest rate on
      this
      Note shall accrue at the rate of 18% per annum, or such lower maximum amount
      of
      interest permitted to be charged under applicable law. The Payee need not
      provide and Maker hereby waives any presentment, demand, protest or other notice
      of any kind, and the Payee 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 Payee at any time prior to payment hereunder. No such rescission
      or annulment shall affect any subsequent Event of Default or impair any right
      consequent thereon.

     

    
      
        
        

      

      
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    4.
       Most
      Favored Nations.
      The
      Payee shall have the right, in its sole discretion, to convert the principal
      balance of this Note then outstanding plus accrued but unpaid interest, in
      whole
      or in part, into securities of the Maker (or its successor or parent) being
      issued in any private or public offering of equity securities of the Maker
      (or
      its successor or parent) consummated while this Note is outstanding, upon the
      terms and conditions of such offering, at a rate equal to, for each $1 of
      principal amount of this Note surrendered, $1.15 of new consideration offered
      for such securities. By way of example, if the Maker undertakes an offering
      of
      convertible debentures and common stock purchase warrants, the Payee may elect
      to surrender $100,000 principal amount of this Note and shall receive
      convertible debentures with a principal amount of $115,000 along with any
      warrants and other consideration given to a purchaser of such principal amount
      of convertible debentures in such transaction.

    


    5.
       No
      Waiver of Payee's Rights.
      All
      payments of principal and interest shall be made without setoff, deduction
      or
      counterclaim. No delay or failure on the part of the Payee in exercising any
      of
      its options, powers or rights, nor any partial or single exercise of its
      options, powers or rights shall constitute a waiver thereof or of any other
      option, power or right, and no waiver on the part of the Payee of any of its
      options, powers or rights shall constitute a waiver of any other option, power
      or right. Maker hereby waives presentment of payment, protest, and all notices
      or demands in connection with the delivery, acceptance, performance, default
      or
      endorsement of this Note. Acceptance by the Payee of less than the full amount
      due and payable hereunder shall in no way limit the right of the Payee to
      require full payment of all sums due and payable hereunder in accordance with
      the terms hereof.

    


    6.
       Modifications.
      No term
      or provision contained herein may be modified, amended or waived except by
      written agreement or consent signed by the party to be bound
      thereby.

    


    7.
       Cumulative
      Rights and Remedies; Usury.
      The
      rights and remedies of Payee expressed herein are cumulative and not exclusive
      of any rights and remedies otherwise available under this Note, the Security
      Agreements, or applicable law (including at equity). The election of Payee
      to
      avail itself of any one or more remedies shall not be a bar to any other
      available remedies, which Maker agrees Payee may take from time to time. If
      it
      shall be found that any interest due hereunder shall violate applicable laws
      governing usury, the applicable rate of interest due hereunder shall be reduced
      to the maximum permitted rate of interest under such law.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    8.
       Collection
      Expenses.
      If
      Payee shall commence an action or proceeding to enforce this Secured Promissory
      Note, then Maker shall reimburse Payee for its costs of collection and
      reasonable attorneys fees incurred with the investigation, preparation and
      prosecution of such action or proceeding.

    


    9.
       Severability.
      If any
      provision of this Note is declared by a court of competent jurisdiction to
      be in
      any way 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.
      

    


    10.
       Successors,
      Assigns and Assumption.
      This
      Note shall be binding upon Maker and its successors and shall inure to the
      benefit of the Payee and its successors and assigns. The term "Payee" as used
      herein, shall also include any endorsee, assignee or other holder of this Note.
      Any successor to the Maker or any surviving entity in a transaction with the
      Maker shall (i) assume, prior to such transaction, all of the obligations of
      the
      Maker under this Note and the other documents entered into in connection
      herewith pursuant to written agreements in form and substance satisfactory
      to
      the Payee (such approval not to be unreasonably withheld or delayed) and (ii)
      issue to the Payee a new debenture of such successor entity evidenced by a
      written instrument substantially similar in form and substance to this Note,
      including, without limitation, having a principal amount and interest rate
      equal
      to the principal amount and the interest rate of this Note and having similar
      ranking to this Note, which shall be satisfactory to the Payee (any such
      approval not to be unreasonably withheld or delayed).  The provisions of
      this Section shall apply similarly and equally to successive
      transaction.

    


    11.
       Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced by the terms of
      the
      Purchase Agreement.

    


    12. Notice. 
      Any and
      all notices or other communications or deliveries to be provided by the Payee
      hereunder shall be made pursuant to the Purchase Agreement.

    


    The
      undersigned signs this Note as a maker and not as a surety or guarantor or
      in
      any other capacity.

     

    
      	CYBERDEFENDER
              CORPORATION	 	 	 
	 	 	 	 
	By:
	 	 	 
	
              
                

              

              Name: Gary Guseinov

            	 	 	
            
	Title:
              Chief
              Executive Officer	 	 	 


    

     

    
      
        
        

      

      
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