ex10.1



EXHIBIT 10.1




Cyberlux Corporation




Executive Employment Agreement




This agreement of employment is effective as of July
1, 2000, by and between Cyberlux Corporation ("Employer") and Donald
F. Evans ("Executive Employee") AMENDED as of January 1, 2003.




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 President, Chairman of the Board and Chief
Executive Officer (hereinafter "CEO"); (b) duties shall extend to
governance of all policies, procedures, operations and commitments of the
Company; and (c) responsibility is full management accountability to the Board
of Directors.




2. The CEO's employment
under this agreement shall commence on July 1, 2000 and shall, AS AMENDED,
terminate on June 30, 2008. The CEO's contract of employment may otherwise
terminate upon occurrence of any of the following events: (a) death or
disability of the CEO; (b) failure of the CEO to perform his duties
satisfactorily due to ill health; 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 CEO a minimum of AS AMENDED, $360,000 or an
amount equal to twice the CEO's annual salary, including allowances and/or
bonuses; (b) failure to perform due to dl health, the Company will have
provided for disability insurance or other funding sources to pay the disabled
CEO 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 CEO's cumulative salary, including allowances and/or bonuses,
which shall be payable upon withdrawal from office.




3. Compensation of the CEO
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, AS AMENDED, January 1, 2003 through
December 31, 2003 the CEO is to be paid a base salary of $15,000 per month. The
CEO is to receive full health plan coverage which extends to his spouse, an
automobile allowance of $600 per month; term life and disability insurance.




4. The CEO, Donald F. Evans,
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.






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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 Donald F. Evans unless amended by a
subsequent written instrument signed by both parties.




Cyberlux
Corporation                                                            Executive
Employee


 


 


 


By  /s/  Alan
H Ninnneman                                     
 /s/
Donald F. Evans               


Alan H.
Ninneman                                                     Donald
F. Evans

Its Senior
Vice President & Director                       Title:
Chief Executive Officer


 


 


Attest:


 


By  /s/  John
W. Ringo                      


John W. Ringo

Its Secretary & Director


 


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