ex10.6



  


EXHIBIT 10.6




CYBERLUX CORPORATION

PLACEMENT AGENT AGREEMENT





Dated
as of: March 15, 2003






Westrock
Advisors, Inc.

230
Park Avenue, Floor 9

New
York, New York 10169




Ladies and Gentlemen:




The undersigned, CYBERLUX CORPORATION., a Nevada corporation (the "Company"),
hereby agrees with Westrock Advisors, a New York Corporation (the "Placement
Agent") and Cornell Capital Partners, LP, A Delaware Limited Partnership
(the "Investor") as follows:




1.         Offering.  The Company hereby engages the Placement
Agent to act as its exclusive placement agent in connection with the Equity
Line of Credit Agreement dated the date hereof,  (the "Equity Line of Credit Agreement") pursuant to which
the Company shall issue and sell to the Investor, from time to time, and the
Investor shall purchase from the Company (the "Offering") up to Ten
Million Dollars ($10,000,000) of the Company's common stock (the "Commitment
Amount"), par value $.001 per share (the "Common Stock"), at price
per share equal to the Purchase Price, as that term is defined in the Equity
Line of Credit Agreement.  Pursuant to
the terms hereof, the Placement Agent shall render consulting services to the
Company with respect to the Equity Line of Credit Agreement and shall be
available for consultation in connection with the advances to be requested by
the Company pursuant to the Equity Line of Credit Agreement


All capitalized terms used herein and not
otherwise defined herein shall have the same meaning ascribed to them as in the
Equity Line of Credit Agreement.  The
Investor will be granted certain registration rights with respect to the Common
Stock as more fully set forth in the Registration Rights Agreement between the
Company and the Investor dated the date hereof (the "Registration Rights Agreement").  The documents to be executed and delivered
in connection with the Offering, including, but not limited, to this Agreement,
the Equity Line of Credit  Agreement,
the Registration Rights Agreement, and the Escrow Agreement with Wachovia Bank,
N.A. (the "Escrow Agreement"), are referred to sometimes hereinafter
collectively as the "Offering Materials."  The Company's Common Stock 
is sometimes referred to hereinafter 
as the "Securities."  The
Placement Agent shall not be obligated to sell any Securities and this Offering
by the Placement Agent shall be solely on a "best efforts basis."








 




2.         Compensation.


A. Upon the execution of this
Agreement  the Company shall issue to
the Placement Agent or its designee shares of the Company's Common Stock in an
amount equal to Ten Thousand Dollars ($10,000) divided by the closing bid price
of the Company's Common Stock on the date hereof.(collectively, the "Placement
Agent's Shares ").  The Placement
Agent shall be entitled to "piggy-back" registration rights triggered upon
registration of any shares of Common Stock by the Investor with respect to the
Placement Agent's Shares  pursuant to
the  Registration Rights Agreement dated
the date hereof. 




3.         Representations, Warranties and
Covenants of the Placement Agent.


A.        The Placement Agent represents, warrants
and covenants as follows:




(i)         The Placement Agent has the necessary
power to enter into this Agreement  and
to consummate the transactions contemplated hereby .




(ii)        The execution and delivery by the Placement
Agent of this Agreement and the consummation of the transactions contemplated
herein will not result in any violation of, or be in conflict with, or
constitute a default under, any agreement or instrument to which the Placement
Agent is a party or by which the Placement Agent or its properties are bound,
or any judgment, decree, order or, to the Placement Agent's knowledge, any
statute, rule or regulation applicable to the Placement Agent.  This Agreement when executed and delivered
by the Placement Agent, will constitute the legal, valid and binding
obligations of the Placement Agent, enforceable in accordance with their
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general
principles of equity, or (c) the indemnification provisions hereof or thereof may
be held to be in violation of public policy.




(iii)       Upon receipt and execution of this
Agreement the Placement Agent will promptly forward copies of this Agreement to
the Company or its counsel and the Investor or its counsel.


(iv)       The Placement Agent will not
intentionally take any action that it reasonably believes would cause the
Offering to violate the provisions of the Securities Act of 1933, as amended
(the "1933 Act"),  the Securities
Exchange Act of 1934 (the "1934 Act"), the respective rules and
regulations promulgated there under (the "Rules and Regulations") or
applicable "Blue Sky" laws of any state or jurisdiction.




(v)        The Placement Agent will use all
reasonable efforts to determine (a) whether the Investor is an Accredited
Investor and (b) that any information furnished by the  Investor is true and accurate. The Placement
Agent shall have no obligation to insure that (x) any check, note, draft or
other means of payment for the Common Stock will be honored, paid or
enforceable against the  Investor in
accordance with its terms, or (y) subject to the performance of the Placement
Agent's obligations and the accuracy of the Placement Agent's representations
and warranties hereunder, (1) the Offering is exempt from the registration
requirements of the 1933 Act or any applicable state "Blue Sky" law or (2)
the  Investor is an Accredited Investor.




 










 




(vi)       The Placement Agent is a member of the
National Association of Securities Dealers, Inc., and is a broker-dealer
registered as such under the 1934 Act and under the securities laws of the
states in which the Securities will be offered or sold by the Placement Agent
unless an exemption for such state registration is available to the Placement
Agent.  The Placement Agent is in
compliance with all material rules and regulations applicable to the Placement
Agent generally and applicable to the Placement Agent's participation in the
Offering.




4.         Representations
and Warranties of the Company.

            A.        The Company represents and warrants as
follows:







(i)         The execution, delivery and performance
of each of this Agreement, the Equity Line of Credit Agreement, the Escrow
Agreement, and the Registration Rights Agreement  has been or will be duly and validly authorized by the Company
and is, or with respect to this Agreement, the Equity Line of Credit Agreement,
the Escrow Agreement,  and the  Registration Rights Agreement will be, a
valid and binding agreement of the Company, enforceable in accordance with its
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general principles
of equity or (c) the indemnification provisions hereof or thereof may be held
to be in violation of public policy. 
The Securities to be issued pursuant to the transactions contemplated by
this Agreement and  the Equity Line of
Credit  Agreement  have been duly authorized and, when issued
and paid for in accordance with (x) this Agreement, the Equity Line of  Agreement and the  certificates/instruments
representing such Securities, (y) will be valid and binding obligations of the
Company, enforceable in accordance with their respective terms, except to the
extent that (1) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in
effect and affecting the rights of creditors generally, and (2) the
enforceability thereof is subject to general principles of equity.  All corporate action required to be taken
for the authorization, issuance and sale of the Securities has been duly and
validly taken by the Company.




(ii)        The Company has a duly authorized,
issued and outstanding capitalization as set forth herein and in the Equity
Line of Credit Agreement.  The Company
is not a party to or bound by any instrument, agreement or other arrangement
providing for it to issue any capital stock, rights, warrants, options or other
securities, except for this Agreement, the agreements described herein and as
described in the Equity Line of Credit Agreement, dated the date hereof and the
agreements described therein.  All
issued and outstanding securities of the Company, have been duly authorized and
validly issued and are fully paid and non-assessable; the holders thereof have
no rights of rescission or preemptive rights with respect thereto and are not
subject to personal liability solely by reason of being security holders; and
none of such securities were issued in violation of the preemptive rights of
any holders of any security of the Company.  
As of the date hereof, the authorized capital stock of the Company
consists of 20,000,000 shares of Common Stock, par value $.001 per share of
which 6,628,396 shares of Common Stock are issued and outstanding and no shares
of Preferred Stock  are outstanding.




 




 




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(iii)       The Common Stock to be issued in
accordance with this Agreement and the Equity Line of Credit Agreement has been
duly authorized and when issued and paid for in accordance with this Agreement,
the Equity Line of Credit Agreement and the certificates/instruments
representing such Common Stock, will be validly issued, fully-paid and
non-assessable; the holders thereof will not be subject to personal liability
solely by reason of being such holders; such Securities are not and will not be
subject to the preemptive rights of any holder of any security of the Company.




(iv)       The Company has good and marketable title
to, or valid and enforceable leasehold estates in, all items of real and
personal property necessary to conduct its business (including, without
limitation, any real or personal property stated in the Offering Materials to
be owned or leased by the Company), free and clear of all liens, encumbrances,
claims, security interests and defects of any material nature whatsoever, other
than those set forth in the Offering Materials and liens for taxes not yet due
and payable.




(v)        There is no litigation or governmental
proceeding pending or, to the best of the Company's knowledge, threatened
against, or involving the properties or business of the Company, except as set
forth in the Offering Materials. 




(vi)       The Company has been duly organized and
is validly existing as a corporation in good standing under the laws of the
State of Nevada.  Except as set forth in
the Offering Materials, the Company does not own or control, directly or
indirectly, an interest in any other corporation, partnership, trust, joint
venture or other business entity.  The
Company is duly qualified or licensed and in good standing as a foreign
corporation in each jurisdiction in which the character of its operations
requires such qualification or licensing and where failure to so qualify would
have a material adverse effect on the Company. 
The Company has all requisite corporate power and authority, and all
material and necessary authorizations, approvals, orders, licenses,
certificates and permits of and from all governmental regulatory officials and
bodies (domestic and foreign) to conduct its businesses (and proposed business)
as described in the Offering Materials. Any disclosures in the Offering
Materials concerning the effects of foreign, federal, state and local regulation
on the Company's businesses as currently conducted and as contemplated are
correct in all material respects and do not omit to state a material fact.  The Company has all corporate power and
authority to enter into this Agreement, the Equity Line of Credit Agreement,
the Registration Rights Agreement, and the Escrow Agreement, to carry out the
provisions and conditions hereof and thereof, and all consents, authorizations,
approvals and orders required in connection herewith and therewith have been
obtained.  No consent, authorization or
order of, and no filing with, any court, government agency or other body is
required by the Company for the issuance of the Securities or execution and
delivery of the Offering Materials except for applicable federal and state
securities laws.  The Company, since its
inception, has not incurred any liability arising under or as a result of the
application of any of the provisions of the 1933 Act, the 1934 Act or the Rules
and Regulations.




 




 


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(vii)      There has been no material adverse change
in the condition or prospects of the Company, financial or otherwise, from the
latest dates as of which such condition or prospects, respectively, are set
forth in the Offering Materials, and the outstanding debt, the property and the
business of the Company conform in all material respects to the descriptions
thereof contained in the Offering Materials.




(viii)      Except as set forth in the Offering
Materials, the Company is not in breach of, or in default under, any term or
provision of any material indenture, mortgage, deed of trust, lease, note, loan
or Equity Line of Credit Agreement or any other material agreement or
instrument evidencing an obligation for borrowed money, or any other material
agreement or instrument to which it is a party or by which it or any of its
properties may be bound or affected. 
The Company is not in violation of any provision of its charter or
by-laws or in violation of any franchise, license, permit, judgment, decree or
order, or in violation of any material statute, rule or regulation.  Neither the execution and delivery of the
Offering Materials nor the issuance and sale or delivery of the Securities, nor
the consummation of any of the transactions contemplated in the Offering
Materials nor the compliance by the Company with the terms and provisions
hereof or thereof, has conflicted with or will conflict with, or has resulted
in or will result in a breach of, any of the terms and provisions of, or has
constituted or will constitute a default under, or has resulted in or will
result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or pursuant to the terms of any
indenture, mortgage, deed of trust, note, loan or any other agreement or
instrument evidencing an obligation for borrowed money, or any other agreement
or instrument to which the Company may be bound or to which any of the property
or assets of the Company is subject except (a) where such default, lien, charge
or encumbrance would not have a material adverse effect on the Company and (b)
as described in the Offering Materials; nor will such action result in any
violation of the provisions of the charter or the by-laws of the Company or,
assuming the due performance by the Placement Agent of its obligations
hereunder, any material statute or any material order, rule or regulation
applicable to the Company of any court or of any foreign, federal, state or
other regulatory authority or other government body having jurisdiction over
the Company.




(ix)       Subsequent to the dates as of which
information is given in the Offering Materials, and except as may otherwise be
indicated or contemplated herein or therein and the securities offered pursuant
to the Securities Purchase Agreement dated the date hereof, the Company has
not, without providing ten days advance notice to the Investor, (a) issued any
securities or incurred any liability or obligation, direct or contingent, for
borrowed money, or (b) entered into any transaction other than in the ordinary
course of business, or (c) declared or paid any dividend or made any other
distribution on or in respect of its capital stock.  Except as described in the Offering Materials, the Company has no
outstanding obligations to any officer or director of the Company.




(x)        There are no claims for services in the
nature of a finder's or origination fee with respect to the sale of the Common
Stock or any other arrangements, agreements or understandings that may affect
the Placement Agent's compensation, as determined by the National Association
of Securities Dealers, Inc.




 




 




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(xi)       The Company owns or possesses, free and
clear of all liens or encumbrances and rights thereto or therein by third
parties, the requisite licenses or other rights to use all trademarks, service
marks, copyrights, service names, trade names, patents, patent applications and
licenses necessary to conduct its business (including, without limitation, any
such licenses or rights described in the Offering Materials as being owned or
possessed by the Company) and, except as set forth in the Offering Materials,
there is no claim or action by any person pertaining to, or proceeding, pending
or threatened, which challenges the exclusive rights of the Company with
respect to any trademarks, service marks, copyrights, service names, trade
names, patents, patent applications and licenses used in the conduct of the
Company's businesses (including, without limitation, any such licenses or
rights described in the Offering Materials as being owned or possessed by the
Company) except any claim or action that would not have a material adverse
effect on the Company; the Company's current products, services or processes do
not infringe or will not infringe on the patents currently held by any third
party.




(xii)      Except as described in the Offering
Materials, the Company is not under any obligation to pay royalties or fees of
any kind whatsoever to any third party with respect to any trademarks, service
marks, copyrights, service names, trade names, patents, patent applications, licenses
or technology it has developed, uses, employs or intends to use or employ,
other than to their respective licensors.




(xiii)      Subject to the performance by the
Placement Agent of its obligations hereunder and the offer and sale of the
Securities comply, and will continue to comply in all material respects with
the requirements of Rule 506 of Regulation D promulgated by the SEC pursuant to
the 1933 Act and any other applicable federal and state laws, rules,
regulations and executive orders. 
Neither the Offering Materials nor any amendment or supplement thereto
nor any documents prepared by the Company in connection with the Offering will
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.  All statements of material facts in the
Offering Materials are true and correct as of the date of the Offering
Materials.




(xiv)  All material taxes which are due and payable
from the Company have been paid in full or adequate provision has been made for
such taxes on the books of the Company except for those taxes disputed in good
faith the Company does not have any tax deficiency or claim outstanding
assessed or proposed against it.




(xv)  None of the Company nor any of its officers,
directors, employees or agents, nor any other person acting on behalf of the
Company, has, directly or indirectly, given or agreed to give any money, gift
or similar benefit (other than legal price concessions to customers in the
ordinary course of business) to any customer, supplier, employee or agent of a
customer or supplier, or official or employee of any governmental agency or
instrumentality of any government (domestic or foreign) or any political party
or candidate for office (domestic or foreign) or other person who is or may be
in a position to help or hinder the business of the Company (or assist it in
connection with any actual or proposed transaction) which (A) might subject the
Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, or (B) if not given in the past, might have had a
materially adverse effect on the assets, business or operations of the Company as
reflected in any of the financial statements contained in the Offering
Materials, or (C) if not continued in the future, might adversely affect the
assets, business, operations or prospects of the Company in the future.




 




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5.         Representations,
Warranties and Covenants of the Investor.

A.        The
Investor represents, warrants and covenants as follows:




(i)         The Investor has the necessary power to
enter into this Agreement  and to
consummate the transactions contemplated hereby .




(ii)        The execution and delivery by the
Investor of this Agreement and the consummation of the transactions
contemplated herein will not result in any violation of, or be in conflict
with, or constitute a default under, any agreement or instrument to which the
Investor is a party or by which the Investor or its properties are bound, or
any judgment, decree, order or, to the Investor's knowledge, any statute, rule
or regulation applicable to the Investor. 
This Agreement when executed and delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor,
enforceable in accordance with their respective terms, except to the extent
that (a) the enforceability hereof or thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in
effect and affecting the rights of creditors generally, (b) the enforceability
hereof or thereof is subject to general principles of equity, or (c) the
indemnification provisions hereof or thereof may be held to be in violation of
public policy.




(iii)       The Investor will promptly forward copies
of any and all due diligence questionnaires compiled by the Investor to the
Placement Agent.




 


6.         Certain
Covenants and Agreements of the Company.

The
Company covenants and agrees at its expense and without any expense to the
Placement Agent as follows:


A.        To advise the Placement Agent of any
material adverse change in the Company's financial condition, prospects or
business or of any development materially affecting the Company or rendering untrue
or misleading any material statement in the Offering Materials occurring at any
time as soon as the Company is either informed or becomes aware thereof.




B.         To use its commercially reasonable
efforts to cause the Common Stock issuable 
in connection with the Equity Line of Credit to be qualified or
registered for sale on terms consistent with those stated in the Registration
Rights Agreement and under the securities laws of such jurisdictions as the
Placement Agent and the Investor shall reasonably request.  Qualification, registration and exemption
charges and fees shall be at the sole cost and expense of the Company.




 




 




 




7










 




C.        Upon written request, to provide and
continue to provide the Placement Agent and the Investor copies of all
quarterly financial statements and audited annual financial statements prepared
by or on behalf of the Company, other reports prepared by or on behalf of the
Company for public disclosure and all documents delivered to the Company's
stockholders.




D.        To deliver, during the registration
period of the Equity Line Credit Agreement, to the Placement Agent upon the
Placement Agent's request, within forty five (45) days, a statement of its
income for each such quarterly period, and its balance sheet and a statement of
changes in stockholders' equity as of the end of such quarterly period, all in
reasonable detail, certified by its principal financial or accounting officer;
(ii) within ninety (90) days after the close of each fiscal year, its balance
sheet as of the close of such fiscal year, together with a statement of income,
a statement of changes in stockholders' equity and a statement of cash flow for
such fiscal year, such balance sheet, statement of income, statement of changes
in stockholders' equity and statement of cash flow to be in reasonable detail
and accompanied by a copy of the certificate or report thereon of independent
auditors if audited financial statements are prepared; and (iii) a copy of all
documents, reports and information furnished to its stockholders at the time
that such documents, reports and information are furnished to its stockholders.




E.         To comply with the terms of the
Offering Materials.




F.         To ensure that any transactions between
or among the Company, or any of its officers, directors and affiliates be on
terms and conditions that are no less favorable to the Company, than the terms
and conditions that would be available in an "arm's length" transaction with an
independent third party.




7.         Indemnification.


A.        The Company hereby agrees that it will
indemnify and hold the Placement Agent and each officer, director, shareholder,
employee or representative of the Placement Agent and each person controlling,
controlled by or under common control with the Placement Agent within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the
SEC's Rules and Regulations promulgated there under (the "Rules and
Regulations"), harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited to, any and
all reasonable legal fees and other expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing for appearance
as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the
Placement Agent or such indemnified person of the Placement Agent may become
subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any
other federal or state law or regulation, common law or otherwise, arising out
of or based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in (a) Section 4 of this Agreement, (b) the Offering Materials
(except those written statements relating to the


 


8





 


Placement Agent given by an
indemnified person for inclusion therein), (c) any application or other
document or written communication executed by the Company or based upon written
information furnished by the Company filed in any jurisdiction in order to
qualify the Common Stock under the securities laws thereof, or any state
securities commission or agency; (ii) the omission or alleged omission from
documents described in clauses (a), (b) or (c) above of a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (iii) the breach of any representation, warranty, covenant or agreement
made by the Company in this Agreement. 
The Company further agrees that upon demand by an indemnified person, at
any time or from time to time, it will promptly reimburse such indemnified
person for any loss, claim, damage, liability, cost or expense actually and
reasonably paid by the indemnified person as to which the Company has
indemnified such person pursuant hereto. 
Notwithstanding the foregoing provisions of this Paragraph 6(A), any
such payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment
by a court of competent jurisdiction (after all appeals or the expiration of
time to appeal) is entered against the Placement Agent or such indemnified
person based upon specific finding of fact that the Placement Agent or such
indemnified person's gross negligence or willful misfeasance will be promptly
repaid to the Company.




B.         The Placement Agent hereby agrees that
it will indemnify and hold the Company and each officer, director, shareholder,
employee or representative of the Company, and each person controlling,
controlled by or under common control with the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and
Regulations, harmless from and against any and all loss, claim, damage,
liability, cost or expense whatsoever (including, but not limited to, any and
all reasonable legal fees and other expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing for appearance
as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the Company
or such indemnified person of the Company may become subject under the 1933
Act, the 1934 Act, the Rules and Regulations, or any other federal or state law
or regulation, common law or otherwise, arising out of or based upon (i) the
conduct of the Placement Agent or its officers, employees or representatives in
its acting as Placement Agent for the Offering or (ii) the material breach of
any representation, warranty, covenant or agreement made by the Placement Agent
in this Agreement (iii) any false or misleading information provided to the
Company by one of the Placement Agent's indemnified persons.




C.        The Investor hereby agrees that it will
indemnify and hold the Placement Agent and each officer, director, shareholder,
counsel, employee or representative of the Placement Agent, and each person
controlling, controlled by or under common control with the Placement Agent
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
or the Rules and Regulations, harmless from and against any and all loss,
claim, damage, liability, cost or expense whatsoever (including, but not
limited to, any and all reasonable legal fees and other expenses and disbursements
incurred in connection with investigating, preparing to defend or defending any
action, suit or proceeding, including any inquiry or investigation, commenced
or




9










 




threatened, or any claim whatsoever or in appearing or preparing for
appearance as a witness in any action, suit or proceeding, including any
inquiry, investigation or pretrial proceeding such as a deposition) to which
the Placement Agent or such indemnified person of the Placement Agent may
become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any other federal or state law or regulation, common law or otherwise, arising
out of or based upon (i) the conduct of the Investor or its officers, employees
or representatives in its acting as the Investor  for the Offering or (ii) the material breach of any
representation, warranty, covenant or agreement made by the Investor in the
Offering Materials (iii) any false or misleading information provided to the
Placement Agent by one of the Investor's 
indemnified persons.




D.        The Placement Agent hereby agrees that
it will indemnify and hold the Investor and each officer, director,
shareholder, employee or representative of the Investor, and each person
controlling, controlled by or under common control with the Investor within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the
Rules and Regulations, harmless from and against any and all loss, claim,
damage, liability, cost or expense whatsoever (including, but not limited to,
any and all reasonable legal fees and other expenses and disbursements incurred
in connection with investigating, preparing to defend or defending any action,
suit or proceeding, including any inquiry or investigation, commenced or
threatened, or any claim whatsoever or in appearing or preparing for appearance
as a witness in any action, suit or proceeding, including any inquiry,
investigation or pretrial proceeding such as a deposition) to which the
Investor or such indemnified person of the Investor may become subject under the
1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or
state law or regulation, common law or otherwise, arising out of or based upon
(i) the conduct of the Placement Agent 
or its officers, employees or representatives in its acting as the
Placement Agent for the Offering or (ii) the material breach of any
representation, warranty, covenant or agreement made by the Placement Agent in
this Agreement (iii) any false or misleading information provided to the
Investor  by one of the Placement
Agent's  indemnified persons.




E.         Promptly after receipt by an
indemnified party of notice of commencement of any action covered by Section
6(A), (B), (C) or (D), the party to be indemnified shall, within five (5)
business days, notify the indemnifying party of the commencement thereof; the
omission by one (1) indemnified party to so notify the indemnifying party shall
not relieve the indemnifying party of its obligation to indemnify any other
indemnified party that has given such notice and shall not relieve the
indemnifying party of any liability outside of this indemnification if not
materially prejudiced thereby.  In the
event that any action is brought against the indemnified party, the
indemnifying party will be entitled to participate therein and, to the extent
it may desire, to assume and control the defense thereof with counsel chosen by
it which is reasonably acceptable to the indemnified party.  After notice from the indemnifying party to
such indemnified party of its election to so assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under such
Section 6(A), (B), (C), or (D) for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof, but
the indemnified party may, at its own expense, participate in such defense by
counsel chosen by it, without, however, impairing the indemnifying party's
control of the defense.  Subject to the
proviso of this sentence and notwithstanding any other statement to the
contrary contained herein, the indemnified party or parties shall have the
right to choose its or their own counsel and control the defense




 




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of any action,
all at the expense of the indemnifying party if, (i) the employment of such
counsel shall have been authorized in writing by the indemnifying party in
connection with the defense of such action at the expense of the indemnifying
party, or (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to such indemnified party to have charge of the defense
of such action within a reasonable time after notice of commencement of the
action, or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are different
from or additional to those available to one or all of the indemnifying parties
(in which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any
of which events such fees and expenses of one additional counsel shall be borne
by the indemnifying party; provided, however, that the indemnifying party shall
not, in connection with any one action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstance, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such indemnified
parties.  No settlement of any action or
proceeding against an indemnified party shall be made without the consent of
the indemnifying party.




F.         In order to provide for just and
equitable contribution in circumstances in which the indemnification provided
for in Section 6(A) or 6(B) is due in accordance with its terms but is for any
reason held by a court to be unavailable on grounds of policy or otherwise, the
Company and the Placement Agent shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with the investigation or defense of same) which the
other may incur in such proportion so that the Placement Agent shall be
responsible for such percent of the aggregate of such losses, claims, damages
and liabilities as shall equal the percentage of the gross proceeds paid to the
Placement Agent and the Company shall be responsible for the balance; provided,
however, that no person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 6(F), any
person controlling, controlled by or under common control with the Placement
Agent, or any partner, director, officer, employee, representative or any agent
of any thereof, shall have the same rights to contribution as the Placement
Agent and each person controlling, controlled by or under common control with
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act and each officer of the Company and each director of the Company
shall have the same rights to contribution as the Company.  Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against the other party under this Section 6(D), notify such party from
whom contribution may be sought, but the omission to so notify such party shall
not relieve the party from whom contribution may be sought from any obligation
they may have hereunder or otherwise if the party from whom contribution may be
sought is not materially prejudiced thereby. 
The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any indemnified person or any termination
of this Agreement.




            8.         Payment
of Expenses.




 




11










 




The
Company hereby agrees to bear all of the expenses in connection with the
Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with
respect to the transmission of Offering Materials, registrar and transfer agent
fees, escrow agent fees and expenses, fees of the Company's counsel and
accountants, issue and transfer taxes, if any. 




            9.         Conditions
of Closing


The
Closing shall be held at the offices of the Investor or its counsel.  The obligations of the Placement Agent
hereunder shall be subject to the continuing accuracy of the representations
and warranties of the Company herein as of the date hereof and as of the Date
of Closing (the "Closing Date") with respect to the Company as if it had
been made on and as of such Closing Date; the accuracy on and as of the Closing
Date of the statements of the officers of the Company made pursuant to the
provisions hereof; and the performance by the Company on and as of  the Closing Date of its covenants and
obligations hereunder and to the following further conditions:




A.        Upon the effectiveness of a registration
statement covering the Equity Line of Credit Agreement, the Placement Agent
shall receive the opinion of Counsel to the Company, dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory
to the Investor, their counsel and the Placement Agent.




B.         At or prior to the Closing, the
Placement Agent shall have been furnished such documents, certificates and
opinions as it may reasonably require for the purpose of enabling them to
review or pass upon the matters referred to in this Agreement and the Offering
Materials, or in order to evidence the accuracy, completeness or satisfaction
of any of the representations, warranties or conditions herein contained.




C.        At and prior to the Closing, (i) there
shall have been no material adverse change nor development involving a
prospective change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such
condition is set forth in the Offering Materials; (ii) there shall have been no
transaction, not in the ordinary course of business except the transactions
pursuant to the Securities Purchase Agreement entered into by the Company which
has not been disclosed in the Offering Materials or to the Placement Agent in
writing; (iii) except as set forth in the Offering Materials, the Company shall
not be in default under any provision of any instrument relating to any
outstanding indebtedness for which a waiver or extension has not been otherwise
received; (iv) except as set forth in the Offering Materials, the Company shall
not have issued any securities (other than those to be issued as provided in
the Offering Materials) or declared or paid any dividend or made any
distribution of its capital stock of any class and there shall not have been
any change in the indebtedness (long or short term) or liabilities or
obligations of the Company (contingent or otherwise)  and trade payable debt; (v) no material amount of the assets of
the Company shall have been pledged or mortgaged, except as indicated in the
Offering Materials; and (v) no action, suit or proceeding, at law or in equity,
against the Company or affecting any of its properties or businesses shall be
pending or threatened before or by any court or federal or state commission,
board or other administrative agency, domestic or foreign, wherein an
unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except
as set forth in the Offering Materials.




 




12










 




D.        At Closing, the Placement Agent shall
receive a certificate of the Company signed by an  executive officer and chief financial officer, dated as of the
applicable Closing, to the effect that the conditions set forth in subparagraph
(C) above have been satisfied and that, as of the applicable closing, the
representations and warranties of the Company set forth herein are true and
correct.




10.       Termination.


This
Agreement shall be co-terminus with, and terminate upon the same terms and
conditions as those set forth in, the Equity Line of Credit Agreement.  The rights of the Investor and the
obligations of the Company under the Registration Rights Agreement, and the
rights of the Placement Agent and the obligations of the Company shall survive
the termination of this Agreement unabridged.




11.       Miscellaneous.




A.        This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all which shall be deemed to be one and the same instrument.




B.         Any notice required or permitted to be
given hereunder shall be given in writing and shall be deemed effective when
deposited in the United States mail, postage prepaid, or when received if
personally delivered or faxed (upon confirmation of receipt received by the
sending party), addressed as follows:




 




 




13







 




	
  If to Placement Agent, to:

  	
  Westrock Advisors, Inc.

  
	

  	
  230 Park Avenue, Floor 9

  
	

  	
  New York, New York 10169

  
	

  	

   
	
  If to the Company, to:

  	
  CYBERLUX CORPORATION

  50 Orange Road

  PO BOX 2010

  Pinehurst, NC 28370-2010

  Attention: Donald Evans

  Telephone:  (910) 235-0066 

  Facsimile:   (910) 235-0933  

  
	

  	

   
	

  	

  
	
  If to the Investor:

  	
  Cornell Capital Partners, LP

  
	

  	
  101 Hudson Street - Suite 3606

  
	

  	
  Jersey City, NJ 07302

  
	

  	
  Attention: Mark A. Angelo

  
	

  	
  Portfolio Manager

  
	

  	
  Telephone: (201) 985-8300

  
	

  	
  Facsimile: (201) 985-8266

  
	

  	

  
	
  With Copies to:

  	
  Seth A Farbman, P.C. 

  
	

  	
  Seth A. Farbman, Esq.  

  
	

  	
  301 Eastwood Road

  Woodmere, New York 11598

  
	

  	
  Telephone:516-569-6089

  
	

  	
  Facsimile: 516-569-6084

  



or to such other address of
which written notice is given to the others.








C.        This Agreement shall be governed by and
construed in all respects under the laws of the State of New York, without
reference to its conflict of laws rules or principles.  Any suit, action, proceeding or litigation
arising out of or relating to this Agreement shall be brought and prosecuted in
such federal or state court or courts located within the State of New Jersey as
provided by law.  The parties hereby
irrevocably and unconditionally consent to the jurisdiction of each such court
or courts located within the State of New Jersey and to service of process by
registered or certified mail, return receipt requested, or by any other manner
provided by applicable law, and hereby irrevocably and unconditionally waive
any right to claim that any suit, action, proceeding or litigation so commenced
has been commenced in an inconvenient forum.




D.        This Agreement and the other agreements
referenced herein contain the entire understanding between the parties hereto
and may not be modified or amended except by a writing duly signed by the party
against whom enforcement of the modification or amendment is sought. 




14














 








 








E.         If any provision of this Agreement
shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Agreement. The
terms of this Agreement should be read in conjunction with the Equity Line
of Credit Agreement  and should
there be a conflict of terms, the language and intent of the Equity Line of
Credit Agreement shall govern. 








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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.





	

  	
  COMPANY:

  
	

  	
  CYBERLUX CORPORATION

  
	

  	

   
	

  	
  By:  /s/ Donald Evans                                        

  
	

  	
  Name:   
  Donald Evans

  
	

  	
  Title:
  Chief Executive Officer     

  
	

  	

   
	

  	

  
	

  	
  PLACEMENT AGENT:

  
	

  	
  WESTROCK ADVISORS, INC.

  
	

  	

   
	

  	
  By: /s/Don Hunter   

  
	

  	
  Name: Don Hunter

  
	

  	
  Title:
  

  
	

  	

   
	

  	
  INVESTOR:

  
	

  	
  CORNELL CAPITAL PARTNERS, LP

  
	

  	

   
	

  	
  By:
  Yorkville Advisors, LLC

  
	

  	
  Its:
  General Partner

  
	

  	

   
	

  	

   
	

  	
  By:_/s/__Mark
  A. Angelo_______________

  
	

  	
  Name:
  Mark A. Angelo

  
	

  	
  Title:
  Portfolio Manager