Amendment No. 1 to Employment, Confidentiality and Noncompetition Agreement

EXHIBIT 10.2

Amendment No. 1 to Employment,

Confidentiality and Noncompetition Agreement

This Amendment No. 1 to Employment, Confidentiality and Noncompetition Agreement (the "Amendment") is made and entered into as of December 23, 2008 between MediaDefender, Inc. a Delaware corporation (the "Company"), and Octavio Herrera ("Executive").

RECITALS

A.             Pursuant to that certain Employment, Confidentiality and Noncompetition Agreement dated as of July 28, 2005 (the "Employment Agreement"), Executive agreed to be employed by the Company under the terms and conditions set forth therein.

B.             The Parties wish to amend the term of the Employment Agreement to an at-will arrangement.

NOW THEREFORE, the parties agree to amend the Employment Agreement as follows:

1.              Amendment to Employment Agreement.

1.1            Paragraph 5 of