EXHIBIT 10.4



EXHIBIT 10.4




Cyberlux Corporation


 


Executive Employment
Agreement




This agreement of employment is effective as of
January 1, 2003, by and between Cyberlux Corporation ("Employer") and David D.
Downing ("Executive Employee").




For good and valuable consideration, receipt of
which is hereby acknowledged, the Employer (hereinafter "the Company"
or "Cyberlux") employs the Executive Employee in accordance with the
following terms and conditions.




1. The Executive Employee shall perform the
following duties and fulfill the following responsibilities: (a), the Executive
Title shall be Treasurer, Chief Financial Officer (hereinafter
"CFO"); (b) duties shall extend to management of the Company's
financial operations including all accounting procedures, internal audit,
timely filing of reports with the SEC or other governmental agencies, cash flow
forecasting and capital accumulation planning. The CFO reports directly to the
President/CE0.




2. The CFO's employment under this agreement shall
commence on January 1, 2003 and shall terminate on June 30, 2008. The CFO's
contract of employment may otherwise terminate upon occurrence of any of the
following events: (a) death or disability of the CFO; (b) failure of the CFO to
perform his duties satisfactorily due to ill health or consensus of the Board
of Directors; or (c) voluntary withdrawal from office after nomination of a
duly qualified successor. In the event of (a) death or disability, the Company
will have provided for insurance or other funding source to pay to the spouse
of the CFO a minimum of $204,000 or an amount equal to twice the CFO's annual
salary, including allowances and/or bonuses; (b) failure to perform due to ill
health, the Company will have provided for disability insurance or other
funding sources to pay the disabled CFO 65% of his salary, including allowances
and/or bonuses, that were in effect at the time of his disability through the
remaining term of this contract; and (c) voluntary withdrawal, the Company will
have provided a retirement benefit equal to 55% of the CFO's cumulative salary,
including allowances and/or bonuses, which shall he payable upon withdrawal
from office.




3. Compensation of the CFO shall be by salary
payable semimonthly, by bonuses consistent with certain thresholds of performance
and through a stock option plan to be established by the Board of Directors.
For the period January 1, 2003 through December 31, 2003 the CFO is to be paid
a base salary of $8,500 per month The CFO is to receive full health plan
coverage which extends to his spouse, an automobile allowance of $500 per
month; term life and disability insurance.




4. The CFO, will not at any time during the tenure
of this agreement, or for a period of three years subsequent to the termination
of this agreement, engage in any business competitive to that of Cyberlux
Corporation unless such engagement may be on behalf of or inure to the benefit
of the Company.






1




 



Cyberlux Corporation




5. Any dispute that may arise concerning fulfillment
of the terms and conditions of this contract will be resolved by binding
arbitration of the parties hereto. Each party shall select one arbitrator and
both such arbitrators shall select a third. The arbitration will be governed by
the rules of the American Arbitration Association then in force.




6. The terms and conditions of this contract will
continue to any successor ownership of Cyberlux Corporation that may occur
through reorganization, merger with or acquisition by another entity or
entities. This agreement constitutes the complete understanding between the
Company and David D. Downing unless amended by a subsequent written instrument
signed by both parties.




Cyberlux
Corporation                                                Executive
Employee


 


 


By /s/
Donald F. Evans                                              /s/ David D. Downing

Donald F.
Evans                                                         David
D. Downing

President
& Chairman of the Board                         Title:
Treasurer, CFO


 


Attest:


 


By /s/ John W. Ringo                        


John W. Ringo

Secretary & Director


 










 










2