Exhibit
      10.23

    CYBERDEFENDER
      CORPORATION

    


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (“Agreement”) is made as of October 30, 2006 by and
      between
      CyberDefender Corporation,
      a
      California corporation (the “Company”), and
      ______________________________________ (“Indemnitee”).

    


    WHEREAS,
      the
      Company and Indemnitee recognize the increasing difficulty in obtaining
      directors’ and officers’ liability insurance, the significant increases in the
      cost of such insurance and the general reductions in the coverage of such
      insurance;

    


    WHEREAS,
      the
      Company and Indemnitee further recognize the substantial increase in corporate
      litigation in general, subjecting officers and directors to expensive litigation
      risks at the same time as the availability and coverage of liability insurance
      has been severely limited;

    


    WHEREAS,
      Indemnitee and other officers and directors of the Company may not be willing
      to
      continue to serve as officers and directors without additional protection;
      and

    


    WHEREAS,
      the
      Company desires to attract and retain the services of highly qualified
      individuals, such as Indemnitee, to serve as officers and directors of the
      Company and to indemnify its officers and directors so as to provide them with
      the maximum protection permitted by law.

    


    NOW,
      THEREFORE,
      the
      Company and Indemnitee hereby agree as follows:

    


    1.
      Indemnification.

    


    (a)
      Third Party Proceedings.
      The
      Company shall indemnify Indemnitee if Indemnitee is or was a party to or witness
      or other participant in or is threatened to be made a party to or witness or
      other participant in any threatened, pending or completed action or proceeding,
      whether civil, criminal, administrative or investigative (other than an action
      by or in the right of the Company) by reason of the fact that Indemnitee is
      or
      was a director, officer, employee or agent of the Company, or any subsidiary
      of
      the Company, by reason of any action or inaction on the part of Indemnitee
      while
      an officer or director or by reason of the fact that Indemnitee is or was
      serving at the request of the Company as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other enterprise,
      against expenses (including attorneys’ fees, expert
      fees,
      other professional fees and court costs, and fees and expenses incurred in
      connection with any appeals) (“Expenses”), judgments (including punitive and
      exemplary damages), penalties, fines and amounts paid in settlement (if such
      settlement is approved in advance by the Company, which approval shall not
      be
      unreasonably withheld) actually and reasonably incurred by Indemnitee in
      connection with such action or proceeding if Indemnitee acted in good faith
      and
      in a manner Indemnitee reasonably believed to be in the best interests of the
      Company, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe Indemnitee’s conduct was unlawful. The termination
      of any action or proceeding by judgment, order, settlement, conviction, or
      upon
      a plea of nolo contendere or its equivalent, shall not, of itself, create a
      presumption that (i) Indemnitee did not act in good faith,
      (ii) Indemnitee did not act in a manner which Indemnitee reasonably
      believed to be in the best interests of the Company, or (iii) with respect
      to any criminal action or proceeding, Indemnitee had reasonable cause to believe
      that Indemnitee’s conduct was unlawful.

    


    (b)
      Proceedings By or in the Right of the Company.
      The
      Company shall indemnify Indemnitee if Indemnitee was or is a party to or witness
      or other participant in or is threatened to be made a party to or witness or
      other participant in any threatened, pending or completed action or proceeding
      by or in the right of the Company or any subsidiary of the Company to procure
      a
      judgment in its favor by reason of the fact that Indemnitee is or was a
      director, officer, employee or agent of the Company, or any subsidiary of the
      Company, by reason of any action or inaction on the part of Indemnitee while
      an
      officer or director or by reason of the fact that Indemnitee is or was serving
      at the request of the Company as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise,
      against Expenses and, to the fullest extent permitted by law, amounts paid
      in
      settlement, in each case to the extent actually and reasonably incurred by
      Indemnitee in connection with the defense or settlement of such action or
      proceeding if Indemnitee acted in good faith and in a manner Indemnitee
      reasonably believed to be in the best interests of the Company and its
      shareholders, except that no indemnification shall be made in respect of any
      claim, issue or matter as to which Indemnitee shall have been adjudged to be
      liable to the Company in the performance of Indemnitee’s duty to the Company and
      its shareholders unless and only to the extent that the court in which such
      action or proceeding is or was pending shall determine upon application that,
      in
      view of all the circumstances of the case, Indemnitee is fairly and reasonably
      entitled to indemnity for expenses and then only to the extent that the court
      shall determine.

    


    2.
      Expenses; Indemnification Procedure.

    


    (a)
      Advancement of Expenses.
      The
      Company shall advance all Expenses incurred by Indemnitee in connection with
      the
      investigation, defense, settlement or appeal of any civil or criminal action
      or
      proceeding referenced in Section 1(a) or (b) hereof
      (but


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    not
      amounts actually paid in settlement of any such action or proceeding).
      Indemnitee hereby undertakes promptly to repay such amounts advanced only if,
      and to the extent that, it shall ultimately be determined by the court (as
      to
      which all rights of appeal therefrom have been exhausted or lapsed) that
      Indemnitee is not entitled to be indemnified by the Company as authorized
      hereby. Indemnitee’s obligation to repay the Company for any such
      amounts shall be unsecured and no interest shall be charged thereon. The
      advances to be made hereunder shall be paid by the Company to Indemnitee
      within five (5) days following delivery of a written request therefor
      by Indemnitee to the Company.

    


    (b)
      Notice/Cooperation by Indemnitee.
      Indemnitee shall give the Company notice in writing as soon as practicable
      of
      any claim made against Indemnitee for which indemnification will or could be
      sought under this Agreement; provided, however, that no failure to provide
      or
      delay in giving such notice shall be deemed to reduce or limit the Company’s
      obligations under this Agreement unless (and only to the extent) such failure
      or
      delay materially prejudices the Company. Notice to the Company shall be directed
      to the Chief Executive Officer of the Company at the address shown on the
      signature page of this Agreement (or such other address as the Company shall
      designate in writing to Indemnitee). Notice shall be deemed received three
      business days after the date postmarked if sent by domestic certified or
      registered mail, properly addressed; otherwise notice shall be deemed received
      when such notice shall actually be received by the Company. In addition,
      Indemnitee shall give the Company such information and cooperation as it may
      reasonably require and as shall be within Indemnitee’s reasonable
      control.

    


    (c)
      Procedure.
      Any
      indemnification provided for in Section 1 shall be paid no later than
      twenty (20) days after receipt of the written request of Indemnitee. If a
      claim under this Agreement, under any statute, or under any provision of the
      Company’s Articles of Incorporation or Bylaws providing for indemnification, is
      not paid in full by the Company within five (5) days after a written
      request for payment thereof has first been received by the Company, Indemnitee
      may, but need not, at any time thereafter bring an action against the Company
      to
      recover the unpaid amount of the claim and, subject to Section 14 of this
      Agreement, Indemnitee shall also be entitled to be paid for the Expenses of
      bringing such action irrespective of the ultimate determination as to
      Indemnitee’s entitlement to indemnification. It shall be a defense to any such
      action that Indemnitee has not met the standards of conduct which make it
      permissible under applicable law for the Company to indemnify Indemnitee for
      the
      amount claimed, but the burden of proving such defense shall be on the Company,
      and Indemnitee shall be entitled to receive interim payments of Expenses
      pursuant to Subsection 2(a) unless and until such defense may be finally
      adjudicated by court order or judgment from which no further right of appeal
      exists. It is the parties’ intention that if the Company contests Indemnitee’s
      right to indemnification, the question of Indemnitee’s right to indemnification
      shall be for the court to decide, and neither the failure of the Company
      (including its Board of Directors, any committee or subgroup of the Board of
      Directors, independent legal counsel, or its shareholders) to have made a
      determination that indemnification of Indemnitee is proper in the circumstances
      because Indemnitee has met the applicable standard of conduct required by
      applicable law, nor an actual determination by the Company (including its Board
      of Directors, any committee or subgroup of the Board of Directors, independent
      legal counsel, or its shareholders) that Indemnitee has not met such applicable
      standard of conduct, shall create a presumption that Indemnitee has or has
      not
      met the applicable standard of conduct.

    


    (d)
      Notice to Insurers.
      If, at
      the time of the receipt of a notice of a claim pursuant to Section 2(b)
      hereof, the Company has director and officer liability insurance in effect,
      the
      Company shall give notice of such claim to the insurers under any applicable
      policies in accordance with the procedures set forth in those policies. The
      Company shall thereafter take all necessary or desirable action to cause such
      insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
      of
      such claim in accordance with the terms of such policies.

    


    (e)
      Selection of Counsel.
      In the
      event the Company shall be obligated under Section 2(a) hereof to pay the
      expenses of any proceeding against Indemnitee, the Company, if appropriate,
      shall be entitled to assume the defense of such proceeding, with counsel
      approved in writing by Indemnitee, which approval shall not be unreasonably
      withheld, upon the delivery to Indemnitee of written notice of its election
      so
      to do. After delivery of such notice, written approval of such counsel by
      Indemnitee and the retention of such counsel by the Company, the Company will
      not be liable to Indemnitee under this Agreement for any fees of counsel
      subsequently incurred by Indemnitee with respect to the same proceeding (other
      than the fees of Indemnitee’s counsel in connection with transitioning the
      defense of such proceeding to counsel employed by the Company), provided that
      (i) Indemnitee shall have the right to employ his counsel in any such
      proceeding at Indemnitee’s expense; and (ii) if (A) the employment of
      counsel by Indemnitee has been previously authorized by the Company,
      (B) Indemnitee shall have reasonably concluded that there may be a conflict
      of interest between the Company and Indemnitee in the conduct of any such
      defense or (C) the Company shall not, in fact, have employed or shall have
      ceased to employ counsel in the defense of such proceeding, then the fees and
      expenses of Indemnitee’s counsel shall be at the expense of the Company. Neither
      the Company nor the Indemnitee will settle any matter the subject of this
      Agreement without the written consent of the other, which will not be
      unreasonably withheld.

    


    3.
      Additional Indemnification Rights; Nonexclusivity.

    


    (a)
      Scope.
      Subject
      to Section 9 of this Agreement and any other provision of this Agreement
      that expressly prohibits, limits or conditions indemnification by the Company,
      the Company hereby agrees to indemnify the Indemnitee to the fullest extent
      permitted by law, notwithstanding that such indemnification is not specifically
      authorized by the other provisions of this Agreement, the Company’s Articles of
      Incorporation, the Company’s Bylaws or by statute. In the event of any change,
      after the date of this Agreement, in any applicable law, statute or rule which
      expands the right of a California corporation to indemnify a member of
      its


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    board
      of
      directors or an officer, such changes shall be, ipso facto, within the purview
      of Indemnitee’s rights and Company’s obligations, under this Agreement. In the
      event of any change in any applicable law, statute or rule which narrows the
      right of a California corporation to indemnify a member of its Board of
      Directors or an officer, such changes, to the extent not otherwise required
      by
      such law, statute or rule to be applied to this Agreement shall have no effect
      on this Agreement or the parties’ rights and obligations hereunder.

    


    (b)
      Nonexclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee may be entitled under the Company’s Articles of
      Incorporation, its Bylaws, any agreement, any vote of shareholders or
      disinterested directors, the General Corporation Law of the State of California,
      or otherwise, both as to action in Indemnitee’s official capacity and as to
      action in another capacity while holding such office. The indemnification
      provided under this Agreement shall continue as to Indemnitee for any action
      taken or not taken while serving in an indemnified capacity even though he
      may
      have ceased to serve in such capacity at the time of any action or other covered
      proceeding.

    


    4.
      Partial Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Expenses, judgments, fines or
      penalties actually or reasonably incurred by him in the investigation, defense,
      appeal or settlement of any civil or criminal action or proceeding, but not,
      however, for the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion of such Expenses, judgments, fines or penalties
      to
      which Indemnitee is entitled.

    


    5.
      Contribution.
      If the
      indemnification provided for in this Agreement is unavailable to Indemnitee
      for
      any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall
      contribute to the amount incurred by Indemnitee, whether for judgments, fines,
      penalties, excise taxes, amounts paid or to be paid in settlement and/or for
      Expenses, in connection with any claim relating to an indemnifiable event,
      in
      such proportion as is deemed fair and reasonable in light of all circumstances
      of such action by the court before which such action was brought in order to
      reflect (i) the relative benefits received by the Company and Indemnitee as
      a result of the event(s) and/or transaction(s) giving cause to such action;
      and/or (ii) the relative fault of the Company (and its other directors,
      officers, employees and agents) and Indemnitee in connection with such event(s)
      and/or transaction(s). Indemnitee’s right to contribution under this
      Section 5 shall be determined in accordance with, pursuant to and in the
      same manner as, the provisions in Section 1 hereof relating to Indemnitee’s
      right to indemnification under this Agreement.

    


    6.
      Mutual Acknowledgment.
      Both the
      Company and Indemnitee acknowledge that in certain instances, Federal law or
      applicable public policy may prohibit the Company from indemnifying its
      directors and officers under this Agreement or otherwise. Indemnitee understands
      and acknowledges that the Company may be required in the future to undertake
      with the Securities and Exchange Commission to submit the question of
      indemnification to a court in certain circumstances for a determination of
      the
      Company’s right under public policy to indemnify Indemnitee.

    


    7.
      Directors’ and Officers’ Liability Insurance.
      The
      Company shall, from time to time, make the good faith determination whether
      or
      not it is practicable for the Company to obtain and maintain a policy or
      policies of insurance with reputable insurance companies providing the officers
      and directors of the Company with coverage for losses from wrongful acts, or
      to
      ensure the Company’s performance of its indemnification obligations under this
      Agreement. Among other considerations, the Company
      will weigh the costs of obtaining such insurance coverage against the protection
      afforded by such coverage. The Company hereby covenants and agrees to maintain
      such directors’ and officers’ liability insurance coverage on reasonable terms
      and in a reasonable amount, unless the Company shall have made a good faith
      determination that maintaining such coverage is not practical. In all policies
      of directors’ and officers’ liability insurance, Indemnitee shall be named as an
      insured in such a manner as to provide Indemnitee the same rights and benefits
      as are accorded to the most favorably insured of the Company’s directors or
      officers if Indemnitee is a director; or of the Company’s officers, if
      Indemnitee is an officer; or of the Company’s key employees, if Indemnitee is
      not an officer or director but is a key employee. Notwithstanding the foregoing,
      the Company shall have no obligation to obtain or maintain such insurance if
      the
      Company determines in good faith that such insurance is not reasonably
      available, if the premium costs for such insurance are disproportionate to
      the
      amount of coverage provided, if the coverage provided by such insurance is
      limited by exclusions so as to provide an insufficient benefit, or if Indemnitee
      is covered by similar insurance maintained by a subsidiary or parent of the
      Company.

    


    8.
      Severability.
      Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Company to do or fail to do any act in violation of applicable law. If any
      term
      or provision of the Agreement is determined to be invalid, illegal or
      unenforceable in whole or in part for any reason, such illegal, unenforceable,
      or invalid provisions or part thereof shall be stricken from this Agreement,
      and
      such provision shall not affect the legality, enforceability, or validity of
      the
      remainder of this Agreement. If any provision or part of this Agreement is
      stricken in accordance with the provisions of this section, then this stricken
      provision shall be replaced, to the extent possible, with a legal, enforceable,
      and valid provision that is as similar in tenor to the stricken provision as
      is
      legally possible.

    


    9.
      Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a)
      Excluded Acts.
      To
      indemnify Indemnitee for (i) any acts or omissions or transactions from
      which a director may not be relieved of liability under the California General
      Corporation Law; or (ii) for breach of any duty to the Company or its
      shareholders as to circumstances in which indemnity is expressly prohibited
      by
      Section 317 of the California General Corporation Law; or

    


    (b)
      Claims Initiated by Indemnitee.
      To
      indemnify or advance Expenses to Indemnitee with respect to proceedings or
      claims initiated or brought voluntarily by Indemnitee and not by way of defense,
      except with respect to proceedings or claims brought to establish or enforce
      a
      right to indemnification under this Agreement or under any other statute or
      law
      or otherwise as required under Section 317 of the California General
      Corporation Law, but such indemnification or advancement of Expenses may be
      provided by the Company in specific cases if the Board of Directors has approved
      the initiation or bringing of such proceeding or claim; or

    


    (c)
      Lack
      of Good Faith.
      To
      indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect
      to
      any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
      if a court of competent jurisdiction determines that each of the material
      assertions made by the Indemnitee in such proceeding was not made in good faith
      or was frivolous; or

    


    (d)
      Insured Claims.
      To
      indemnify Indemnitee for Expenses or liabilities of any type whatsoever
      (including, but not limited to, judgments, fines, ERISA excise taxes or
      penalties, and amounts paid in settlement) which have been paid directly to
      Indemnitee by an insurance carrier under a policy of directors’ and officers’
liability insurance maintained by the Company; or

    


    (e)
      Claims Under Section 16(b).
      To
      indemnify Indemnitee for Expenses and the payment of profits arising from the
      purchase and sale by Indemnitee of securities in violation of Section 16(b)
      of the Securities Exchange Act of 1934, as amended, or any similar successor
      statute.

    


    10.
      Effectiveness of Agreement.
      To the
      extent that the indemnification permitted under the terms of certain provisions
      of this Agreement exceeds the scope of the indemnification provided for in
      the
      California General Corporation Law, such provisions shall not be effective
      unless and until the Company’s Articles of Incorporation authorize such
      additional rights of indemnification. In all other respects, the balance of
      this
      Agreement shall be effective as of the date set forth on the first page and
      may
      apply to acts or omissions of Indemnitee which occurred prior to such date
      if
      Indemnitee was an officer, director, employee or other agent of the Company,
      or
      was serving at the request of the Company as a director, officer, employee
      or
      agent of another corporation, partnership, joint venture, trust or other
      enterprise, at the time such act or omission occurred. All of the Company’s
      obligations under this Agreement will continue as long as Indemnitee is subject
      to any actual or possible matter which is the subject of this Agreement,
      notwithstanding Indemnitee’s termination of service as an officer or director of
      the Company.

    


    11.
      Construction of Certain Phrases.

    


    (a)
      For
      purposes of this Agreement, references to the “Company” shall include, in
      addition to the resulting corporation, any constituent corporation (including
      any constituent of a constituent) absorbed in a consolidation or merger which,
      if its separate existence had continued, would have had power and authority
      to
      indemnify its directors, officers, employees or agents, so that if Indemnitee
      is
      or was a director, officer, employee or agent of such constituent corporation,
      or is or was serving at the request of such constituent corporation as a
      director, officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, Indemnitee shall stand in the same position
      under the provisions of this Agreement with respect to the resulting or
      surviving corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had continued.

    


    (b)
      For
      purposes of this Agreement, references to “other enterprises” shall include
      employee benefit plans; references to “fines” shall include any excise taxes
      assessed on Indemnitee with respect to an employee benefit plan; and references
      to “serving at the request of the Company” shall include any service as a
      director, officer, employee or agent of the Company which imposes duties on,
      or
      involves services by, such director, officer, employee or agent with respect
      to
      an employee benefit plan, its participants, or beneficiaries.

    


    12.
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

    


    13.
      Successors and Assigns.
      This
      Agreement shall be binding upon the Company and its successors (whether direct
      or indirect, voluntary or involuntary by purchase, merger or otherwise) and
      assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate,
      heirs, legal representatives and assigns. Any such assumption will not release
      the Company from its obligations under this Agreement.

    


    14.
      Attorneys’ Fees.
      In the
      event that any action is instituted or any mediation is commenced by Indemnitee
      under this Agreement to enforce or interpret any of the terms hereof, Indemnitee
      shall be entitled to be paid all costs and expenses, including reasonable
      attorneys’ fees, incurred by Indemnitee with respect to such action or
      mediation, unless as a part of such action or mediation, the court of competent
      jurisdiction or mediator determines (as to which all rights of appeal therefrom
      have been exhausted or lapsed) that each of the material assertions made by
      Indemnitee as a basis for such action or mediation was not made in good faith
      or
      was frivolous. In the event of an action instituted or mediation commenced
      by or
      in the name of the Company under this Agreement or to enforce or interpret
      any
      of the terms of this Agreement, Indemnitee shall be entitled to be paid all
      costs and expenses, including


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    attorneys’
      fees, incurred by Indemnitee in defense of such action or mediation (including
      with respect to Indemnitee’s counterclaims and cross-claims made in such action
      or mediation), unless as a part of such action or mediation the court or
      mediator determines (as to which all rights of appeal therefrom have been
      exhausted or lapsed) that each of Indemnitee’s material defenses to such action
      or mediation was made in bad faith or were frivolous.

    


    15.
      Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee, on the date of such receipt, or
      (ii) if mailed by domestic certified or registered mail with postage
      prepaid, on the third business day after the date postmarked. Addresses for
      notice to either party are as shown on the signature page of this Agreement,
      or
      as subsequently modified by written notice.

    


    16.
      Consent to Jurisdiction, Venue.

    


    A
      dispute
      or claim arising out of or relating to this Agreement (“Dispute”) shall be
      resolved in the following manner:

    


    (a)
      A
      Dispute may be submitted to JAMS for non-binding mediation either prior to
      or at
      the same time that any civil action with respect to such Dispute is commenced.
      Either party may commence mediation by providing to JAMS and the other party
      a
      written request for mediation, setting forth the subject of the dispute and
      the
      relief requested. The parties will cooperate with JAMS and with one another
      in
      selecting a mediator from JAMS panel of neutrals, and in scheduling the
      mediation proceedings. The parties covenant that they will participate in the
      mediation in good faith. All offers, promises, conduct and statements, whether
      oral or written, made in the course of the mediation by any of the parties,
      their agents, employees, experts and attorneys, and by the mediator and any
      JAMS
      employees, are confidential, privileged and inadmissible for any purpose,
      including impeachment, in any litigation or other proceeding involving the
      parties, provided that evidence that is otherwise admissible or discoverable
      shall not be rendered inadmissible or non-discoverable as a result of its use
      in
      the mediation. The provisions of this Section may be enforced by any court
      of
      competent jurisdiction.

    


    (b)
      Any
      civil action with respect to a Dispute may be brought only in the United States
      District Court for the Central District of California (Western Division) or
      in
      any court of the State of California sitting in the City of Los Angeles. Each
      party waives, to the fullest extent permitted by law, any objection which such
      party may now or later have to the laying of venue of any legal action or
      proceeding arising out of or relating to this Agreement as described in this
      Section, and any claim that any action or proceeding brought in any such court
      has been brought in an inconvenient forum. Both parties hereby authorize and
      accept service of process sufficient for personal jurisdiction in any action
      against such party as contemplated by this Section by registered or certified
      mail, return receipt requested, postage prepaid, to the party’s address for the
      giving of notices as set forth in this Agreement. Any final judgment rendered
      against either party in any action or proceeding shall be conclusive as to
      the
      subject of such final judgment and may be enforced in other jurisdictions in
      any
      manner provided by law.

    


    17.
      Amendments.
      Any
      repeal or modification of Company’s Articles of Incorporation or Bylaws or any
      repeal or modification of the relevant provisions of any applicable law will
      not
      in any way diminish any of Indemnitee’s rights or the Company’s obligations
      under this Agreement. This Agreement cannot be amended except with the written
      consent of the Company and Indemnitee. No waiver of any provision of this
      Agreement shall be binding on either party unless it is in writing and signed
      by
      both the Company and Indemnitee.

    


    18.
      Choice of Law.
      This
      Agreement shall be governed by and its provisions construed in accordance with
      the laws of the State of California as applied to contracts between California
      residents entered into and to be performed entirely within
      California.

    


    19.
      Subrogation.
      In the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of such payment to all of the rights of recovery of Indemnitee, who
      shall
      execute all documents required and shall do all acts that may be necessary
      to
      secure such rights and to enable the Company effectively to bring suit to
      enforce such rights.

    


    20.
      Integration and Entire Agreement.
      This
      Agreement (i) sets forth the entire understanding between the parties in
      respect to the subject matter hereof, (ii) supersedes all previous written
      or oral negotiations, commitments, understandings, and agreements relating
      to
      the subject matter hereof and (iii) merges all prior and contemporaneous
      discussion between the parties.

    


    [SIGNATURES
      FOLLOW]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Indemnification Agreement as of the date
      first
      above written.

    


    CyberDefender
      Corporation

     

     

    By:
      _________________________________

    Gary
      Guseinov

    Its:
      Chief Executive Officer

     

    Address: 
      12121
      Wilshire Blvd., Suite 350

                      
      Los Angeles, CA 90025

    


    


    


    AGREED
      TO
      AND ACCEPTED BY INDEMNITEE:

    


    


    _____________________________________

    INDEMNITEE


    


    Address: