AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Amendment to Registration Rights Agreement (this “Amendment”), dated October 11, 2006, is made by and among CyberDefender Corporation, a California corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS, the parties to this Amendment entered into that certain Registration Rights Agreement dated as of September 12, 2006 (the “Agreement”); and

WHEREAS, the parties to this Amendment desire to amend the Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:

1.  The definition of Filing Date in Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“Filing Date” means, with respect to the initial Registration Statement required hereunder, October 31, 2006 and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 30^th day following the date on which the Company first knows, or reasonably should have known that such additional Registration Statement is required hereunder.

2.  Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

CyberDefender Corporation

By: /s/ Xxxx Xxxxxxxx    

Name: Xxxx Xxxxxxxx

Title: Chief Executive Officer

[PURCHASER SIGNATURES FOLLOW]

[PURCHASER SIGNATURE PAGE OF

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]

Purchasers:	Signature
Bushido Capital Master Fund, LP By: Xxxxx Xxxxxx Its: President	/s/ Xxxxx Xxxxxx
Xxxxxx Diversified Strategy Master Fund LLC, Series BUS (6) By: Xxxxxxxxxxx Xxxxxxx Its: Attorney In Fact	/s/ Xxxxxxxxxxx Xxxxxxx
Camofi Master LDC By: Xxxxxxx X. Xxxx Its: Authorized Signatory	/s/ Xxxxxxx X. Xxxx
Xxxxxxxxxx & Xxxxx, LLP By: Xxxxx Xxxxxxxxx Its: Partner	/s/ Xxxxx Xxxxxxxxx
Commercial Construction Management, Inc. By: Xxxxx Xxxxxxxxx Its: President
Xxxxxx O’dell
Xxxxxxx X. XxXxxxxx	/s/ Xxxxxxx x. XxXxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. and Xxxxxxxxx Xxxxx	/s/ Xxxxx X. Xxxxx
Xxxxxx Xxxxxxx