COMPENSATION AGREEMENT

EXHIBIT 10.1

                             COMPENSATION AGREEMENT

This Compensation Agreement is dated as of September 26, 2005 among Cyberlux
Corporation, a Delaware corporation (the "Company"), and Xxxxxxx Xxxxxxx
("Consultant").

         WHEREAS, the Company has requested the Consultant to provide the
Company with legal services in connection with their business, and the
Consultant has agreed to provide the Company with such legal services; and

         WHEREAS, the Company wishes to compensate the Consultant with shares of
its common stock for such services rendered;

         NOW THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

1. The Company will issue up to 400,000 shares of the Company's common stock,
par value $.001 per share, to the Consultant subsequent to the filing of a
registration statement on Form S-8 with the Securities and Exchange Commission
registering such shares, as set forth in Section 2 below. The shares to be
issued shall represent consideration for legal services to be performed by the
Consultant on behalf of the Company.

2. The above compensation shall be registered using a Form S-8. The Company
shall file such Form S-8 with the Securities and Exchange Commission within 30
days of the execution of this agreement.

         IN WITNESS WHEREOF, this Compensation Agreement has been executed by
the Parties as of the date first above written.

                                            CYBERLUX CORPORATION

                                            /s/ XXXXXX X. XXXXX
                                            Xxxxxx X. Xxxxx
                                            Chief Executive Officer

                                            XXXXXXX XXXXXXX

                                            /s/ XXXXXXX XXXXXXX
                                            Xxxxxxx Xxxxxxx