Oceana
        Partners

        
          

        

      

      CORPORATE
        FINANCE

      
Exhibit
        10.24

    

    
       

      June
        23,
        2006

      


      Mr.
        Gary
        Guseinov

      Chief
        Executive Officer

      Cyberdefender
        Corporation

      12121
        Wilshire Blvd., Suite 305

      Los
        Angeles, CA 90025

      


      Dear
        Gary,

      


      This
        engagement letter shall be effective June 28, 2006 and shall serve as an
        agreement (the “Agreement”) between Oceana Partners LLC (“Oceana” or the
“Advisor”) and Cyberdefender
        Corporation
        (the
“Company”) under which Oceana is retained as the Company’s placement agent in
        connection with the Company’s private placement of between $3.5 and $4.5 million
        of convertible debt and warrants to accredited and institutional investors,
        as
        described in the Term Sheet dated June 23, 2006, attached hereto as Attachment
        A
        (the “Financing”). In connection therewith, the parties hereto agree as
        follows:

      


      1.
        Information
        and Coordination.
        The
        Company will supply Oceana with all current publicly disclosed information
        respecting the Company’s business prospects and operations (the “Information”).
        The Company recognizes and confirms that Oceana (a) will use and rely primarily
        on the Information in performing the services contemplated by this Agreement
        without having independently verified the same, (b) does not assume
        responsibility for the accuracy or completeness of the Information and (c)
        will
        not make an appraisal of any assets of the Company or any prospective investors
        or purchaser of the Financing. To the best of the Company’s knowledge, the
        Information to be furnished by the Company, when delivered, will be true
        and
        correct in all material respects and will not contain any material misstatement
        of fact or omit to state any material fact necessary to make the statements
        contained therein not misleading. The Company shall make available to Oceana
        and/or shall agree to have professionally prepared at the Company’s expense, all
        financial statements, marketing materials, subscription documents and other
        information which in Oceana’s reasonable judgment shall be necessary or
        appropriate. The Company will promptly notify Oceana if it learns of any
        material inaccuracy or misstatement in or material omission from, any
        Information theretofore delivered to Oceana. Advisor will coordinate its
        activities with the Company regarding the marketing of the securities to
        investors during the term of this Agreement, as herein defined. The Company
        will
        make senior management reasonably available for meetings with prospective
        investors. 

      


      2.
        Exclusive
        Engagement.
        During
        the Term, as below defined, Advisor shall serve as the exclusive advisor
        to the
        Company for purposes of the Financing. Nothing herein shall preclude Advisor
        from engaging sub-advisors to assist Advisor in the performance


      
        
          
            Oceana
              Partners LLC

            275
              Seventh Avenue, Suite 2000

            New
              York,
              New York 10001

            Phone
              (212) 661-5353 Fax (646) 486-6885

          

        

        
           

          
            

          

        

        
           

          Oceana
            Partners

            
              

            

          

          CORPORATE
            FINANCE

        

      


      of
        these
        activities. In such case, sub-advisors shall be compensated for their services
        from such portion of the compensation described under Section 4 hereof as
        Advisor shall determine in its sole discretion. Advisor shall assist the
        Company
        in structuring and placing securities of the Company as the Company may require
        during the Term. It is specifically recognized that Wedbush Morgan Securities,
        Inc had previously been retained by the Company, which engagement was recently
        terminated by the Company. To the extent Wedbush is entitled to any fees,
        those
        fees shall be separate from the fees contemplated herein and shall not exceed
        a
        cash commission of 1% of the gross proceeds raised in the Financing from
        entities previously contacted by Wedbush. Wedbush shall co-operate with the
        Company and Oceana in connection herewith.

      


      3.
        Term.
        This
        Agreement shall become effective on the execution date hereof and, unless
        previously terminated pursuant to Paragraph 10 below, shall continue in effect
        until the Financing is consummated or is terminated (the "Termination Date").
        The period from the date hereof until the Termination Date is hereafter referred
        to as the “Term.” 

      


      4.
        Compensation. 

      


      
        	 	
                a.)

              	
                On
                  each date during the Term on which any equity
                  or equity linked (i.e. convertible debt) securities are
                  issued (including any bridge financing) and cash is received by
                  the
                  Company (each such date a "Closing Date"), the Company shall pay
                  to Oceana
                  or its designee, in cash, a commission equal to seven percent (7%)
                  of the
                  gross purchase price for the equity securities. In addition, the
                  Company
                  shall issue to Oceana, or its designee, common stock purchase warrants
                  (the "Warrants") to purchase seven percent (7%) of the aggregate
                  stock
                  issued on the Closing Date or Closing Dates at an exercise price
                  per
                  Warrant equal to the price of the common stock on such Closing
                  Date. In
                  the event convertible debt is placed, the Company shall also issue
                  to
                  Oceana, or its designee, common stock purchase warrants (the "Warrants")
                  to purchase seven percent (7%) of the aggregate equity securities
                  issuable
                  upon conversion of the debt securities at an exercise price per
                  Warrant
                  equal to the conversion price per security on such Closing Date.
                  If
                  different classes of securities are issued in the form of a Unit,
                  then
                  Oceana shall be issued a Unit Purchase option equal to seven percent
                  (7%)
                  of the aggregate Units issued at an exercise price per Unit equal
                  to the
                  price of the Unit on such Closing Date. The Warrants or Units shall
                  be
                  exercisable upon issuance, shall expire five years from the Closing
                  Date,
                  unless otherwise extended by the Company, and shall have cashless
                  exercise
                  provisions. The Warrants or Units shall also have piggyback and
                  demand
                  registration rights, anti-dilution and such other similar provisions
                  identical to the securities sold on the Closing Date. 
                  The Company

              


      


      
        
           

        

        
           

          
            

          

        

        
           

          Oceana
            Partners

            
              

            

          

          CORPORATE
            FINANCE

        

      


      shall
        have the right to reject in whole or in part any proposed purchaser of the
        securities in its sole and absolute discretion. 

      


      
        	 	
                b.)

              	
                On
                  each date during the Term on which any straight
                  debt securities
                  are issued and cash is received by the Company (each such date
                  a "Closing
                  Date"), the Company shall pay to Oceana or its designee, in cash,
                  a
                  commission equal to four percent (4%) of the gross purchase price
                  for the
                  debt securities. If warrants are attached to the debt securities,
                  then
                  separate Warrants shall be issued to Oceana equal to seven percent
                  (7%) of
                  the warrants issued. The Warrants shall be exercisable upon issuance,
                  shall expire five years from the Closing Date, unless otherwise
                  extended
                  by the Company, and shall have cashless exercise provisions. The
                  Warrants
                  shall also have piggyback and demand registration rights, anti-dilution
                  and such other similar provisions identical to the securities issuable
                  upon conversion of the convertible debt sold on the Closing
                  Date. 
                  The Company shall have the right to reject in whole or in part
                  any
                  proposed purchaser of the debt securities in its sole and absolute
                  discretion. 

              


      

      


      
        	 	
                c.)

              	
                This
                  agreement shall act as irrevocable payment authorization instructions
                  authorizing wire payment of the cash portion of any fee directly
                  to Oceana
                  on the Closing Date.

              


      

      


      5.
        Retainer
        Fee.
         In
        consideration for structuring the Financing, Oceana shall be issued shares
        of
        common stock equal to 2% of total shares outstanding immediately prior to
        closing the Financing. The shares shall have the same registration rights
        as the
        securities described in paragraph 4(a) above. No retainer shall be payable
        in
        the event the Financing does not close.

      


      6.
        Expenses.
        Oceana
        will be promptly reimbursed by the Company for all reasonable and authorized
        out-of-pocket expenses incurred in connection with its activities hereunder.
        These expenses may include, but are not limited to, travel
        and lodging expenses, due diligence and investor meetings and events, expenses
        to print documents for the Company, and postal expenses incurred for mailing
        documents, such as materials to investors, for the Company. Oceana shall
        not
        incur any expenses or series of related expenses, subject to reimbursement
        by
        the Company hereunder, which are in excess of $250, without obtaining the
        Company’s prior written approval.

      


      7.
        Indemnification.
        To the
        extent the Advisor becomes involved in any capacity in any action, claim,
        proceeding or investigation brought or threatened by any person, including
        the
        Company’s stockholders, related to or arising out of or in connection with this
        Agreement, the Company will promptly reimburse the Advisor for reasonable
        legal
        and other expenses as and when they are incurred in connection therewith.
        The
        Company will indemnify and hold the Advisor harmless from and against any
        losses, claims,

        
          
             

          

          
             

            
              

            

          

          
             

            Oceana
              Partners

              
                

              

            

            CORPORATE
              FINANCE

          

        



      damages,
        liabilities or expense to which the Advisor may become subject under any
        applicable Federal or state law, or otherwise, related to, arising out of
        or in
        connection with this Agreement, whether or not any pending or threatened
        action,
        claim, proceeding, or investigation giving rise to or on the Advisor’s behalf
        and whether or not in connection with any action, proceeding or investigation
        in
        which the Advisor is a party, except as to that portion of any such loss,
        claim,
        damage, liability or expense which is found by a court of competent jurisdiction
        in a judgment which has become final, in that it is no longer subject to
        appeal
        or review, to have resulted from the Advisor’s bad faith or gross negligence.
        The Advisor agrees to promptly notify the Company of any action, claim,
        proceeding or investigation with regard to which the Company may be liable
        for
        indemnification pursuant to the terms of this Agreement. Neither the termination
        of this Agreement nor the completion of the services provided hereunder shall
        affect these indemnification provisions which shall remain operative and
        in full
        force and effect.

      


      8.
        Arbitration.
        Any
        dispute between the Company and Oceana shall be subject to binding arbitration
        before a New York City based panel of one arbitrator in accordance with the
        rules of the American Arbitration Association. Prior to the selection of
        the
        arbitrator of the binding arbitration, the parties shall first attempt
        non-binding mediation before a mediator selected by said Association. In
        the
        event the mediator makes a determination and only one of the parties refuses
        to
        accept said determination, then the refusing party shall be responsible for
        all
        arbitration and attorney’s fees of the other party should the refusing party
        receive a less favorable result from the binding arbitration, subject however
        to
        the discretion of the arbitrators to reallocate these costs if cause is so
        found
        by the arbitrators.

      


      9.
        Amendments This
        Agreement may only be varied by written agreement between the Advisor and
        the
        Company. All such variations shall only be effective when in writing, signed
        by
        the duly authorized representatives of both parties. 

       

      10.
        Termination Subject
        to Paragraphs 4, 6, 7 and 11, the provision of services hereunder may be
        terminated prior to the Termination Date by the Company and/or the Advisor
        by
        giving written notice to the other party in the following events:

       

      -
        force majeure, defined
        as a situation which, in the opinion of either party, creates any change
        or
        development in existing laws and regulations or in local or international
        financial, political, military, economic or market conditions or currency
        exchange rate which is likely to render impossible the Offering;

       

      -
        breach
        of any commitments hereunder by Advisor (which is not remedied within 14
        days
        after written notification to such effect);

       

      In
        the
        event that the Agreement is terminated prior to the Termination Date, the
        Company will forthwith pay the Advisor those of its expenses and fees incurred
        or owing up to the Termination Date. 

        
          
             

          

          
             

            
              

            

          

          
             

            Oceana
              Partners

              
                

              

            

            CORPORATE
              FINANCE

          

        



      11.
        Tail.
        Within
        20 business days of the Termination Date, the Advisor shall deliver to the
        Company a list identifying all investors that Oceana and any of its sub-advisors
        had solicited in connection herewith. In the event the Company thereafter
        receives funding from any Oceana Investor or an affiliate thereof, within
        270
        days of the Termination Date (the “Tail Period”), then the Company shall pay the
        Advisor the fee as described in paragraph 4 (the “Tail Fee”). The Tail Fee shall
        apply to any Oceana Investors, including their affiliates, and to any third
        party investor introduced to the Company by Oceana Investors or affiliates
        thereof assuming such third party investor was not previously in discussions
        with the Company before such introduction.

       

      


      12.
        Notices.
        Notices
        shall be served to the address/fax number of each party set out in this letter
        (or such other address as any of the parties may notify to the other in writing
        from time to time). Such notice shall be deemed to be duly given or made
        when it
        shall have been delivered by registered mail, courier or fax, which shall
        be
        confirmed by registered mail or courier, to the party to which it is required
        to
        be given or made.

      


      Contact
        Addresses:

      


       

      Oceana
        Partners LLC:

      Mr.
        Courtlandt G. Miller

      Oceana
        Partners LLC

      275
        Seventh Avenue, Suite 2000

      New
        York,
        NY 10001

      Tel:
        212
        661-5353

      Fax:
        646
        486-6885

      


      Cyberdefender
        Corporation

      Mr.
        Gary
        Guseinov

      Chief
        Executive Officer

      Cyberdefender
        Corporation

      12121
        Wilshire Blvd., Suite 305

      Los
        Angeles, CA 90025

      Tel:
        (310) 826-1781 x 212

      Fax:
        (213) 947-1914

      


      13.
        Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of New
        York.

      


      14.
        Miscellaneous.
        This
        Agreement sets forth the understanding of the parties relating to the subject
        matter hereof, and supersedes and cancels any prior communications,
        understandings and agreements between the parties with respect to the subject
        matter hereof. This Agreement cannot be modified or changed, nor can any
        of its
        provisions be waived, except in writing when signed by both parties.


      


      If
        the
        foregoing meets with your understanding, kindly acknowledge your acceptance
        at
        the place indicated on this letter and on the enclosed copy of this letter.
        Please return one of the executed letters to me and keep one for your
        files.    

        
          
             

          

          
             

            
              

            

          

          
             

            Oceana
              Partners

              
                

              

            

            CORPORATE
              FINANCE

          

        



      


      Sincerely,

      


      Oceana
        Partners LLC

      


      


      ____________________________

      Courtlandt
        G. Miller

      Senior
        Managing Director

      


           

      ACCEPTED
        AND AGREED TO BY:

      


      Cyberdefender
        Corporation

      


      ______________________

      Gary
        Guseinov

      Chief
        Executive Officer

        
          
             

          

          
             

            
              

            

          

          
             

            Oceana
              Partners

              
                

              

            

            CORPORATE
              FINANCE

          

        



      


      ATTACHMENT
        A

      


      Terms
        of Offering