EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered into as of December  31,  2003,  by and among  Cyberlux  Corporation,  a
Nevada  corporation  (the  "Company"),  and the purchasers  listed on Schedule I
hereto (the "Purchasers").

            This  Agreement  is being  entered  into  pursuant  to the  Series A
Convertible  Preferred  Stock  Purchase  Agreement,  dated as of the date hereof
among the Company and the Purchasers (the "Purchase Agreement").

            The Company and the Purchasers hereby agree as follows:

      1.    Definitions.

            Capitalized  terms used and not otherwise  defined herein shall have
the  meanings  given  such  terms  in the  Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

            "Advice" shall have meaning set forth in Section 3(m).

            "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

            "Board" shall have meaning set forth in Section 3(n).

            "Business  Day"  means any day except  Saturday,  Sunday and any day
which shall be a legal  holiday or a day on which  banking  institutions  in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

            "Closing  Date" means the date of the final  closing of the purchase
and sale of the Preferred Stock and Warrants pursuant to the Purchase Agreement.

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock" means the Company's  Common Stock,  par value $0.001
per share.

            "Effectiveness   Date"  means  with  respect  to  the   Registration
Statement the earlier of the ninetieth  (90th) day following the Closing Date or
the date  which is  within  five  (5) days of the date on which  the  Commission
informs the Company  that the  Commission  (i) will not review the  Registration

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Statement  or  (ii)  that  the  Company  may  request  the  acceleration  of the
effectiveness of the Registration Statement and the Company makes such request.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2.

            "Event" shall have the meaning set forth in Section 7(e).

            "Event Date" shall have the meaning set forth in Section 7(e).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "Filing Date" means the fifth (5th) day following the Closing Date.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

            "Preferred  Stock" means the Series A Convertible  Preferred  Stock,
par value  $0.001 per share and stated  value  $5,000 per share,  of the Company
issued to the Purchasers pursuant to the Purchase Agreement.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

            "Registrable  Securities  means the shares of Common Stock  issuable
upon  conversion of the Preferred  Stock and the shares of Common Stock issuable
upon exercise of the Warrants;  provided,  however, that Registrable  Securities
shall  include  (but not be limited to) a number of shares of Common Stock equal


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to no less than 120% of the maximum number of shares of Common Stock which would
be issuable  upon  conversion  of the  Preferred  Stock and upon exercise of the
Warrants,  assuming such conversion and exercise occurred on the Closing Date or
the  Filing  Date,  whichever  date  would  result  in  the  greater  number  of
Registrable  Securities.  Such  registered  shares  of  Common  Stock  shall  be
allocated  among the Holders pro rata based on the total  number of  Registrable
Securities issued or issuable as of each date that a Registration  Statement, as
amended,  relating  to the  resale of the  Registrable  Securities  is  declared
effective by the Commission.  Notwithstanding  anything herein  contained to the
contrary,  if the  actual  number  of  shares  of  Common  Stock  issuable  upon
conversion of the Preferred Stock and upon exercise of the Warrants exceeds 120%
of the  number of  shares  of  Common  Stock  issuable  upon  conversion  of the
Preferred Stock and upon exercise of the Warrants based upon a computation as at
the Closing Date or the Filing Date, the term "Registrable  Securities" shall be
deemed to include such additional shares of Common Stock.

            "Registration  Statement" means the registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 158" means Rule 158 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Special  Counsel"  means any special  counsel to the  Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

      2.    Shelf Registration.

            On or prior to the Filing  Date the Company  shall  prepare and file
with the Commission a "shelf"  Registration  Statement  covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration  Statement shall be on Form SB-2 (except if the Company is
not then  eligible to register  for resale the  Registrable  Securities  on Form
SB-2, in which case such  registration  shall be on another  appropriate form in
accordance herewith). The Company shall (i) not permit any securities other than
the Registrable  Securities to be included in the Registration  Statement except


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as set  forth  on  Schedule  II,  and (ii) use its  best  efforts  to cause  the
Registration  Statement to be declared  effective  under the  Securities  Act as
promptly as  possible  after the filing  thereof,  but in any event prior to the
Effectiveness  Date,  and  to  keep  such  Registration  Statement  continuously
effective  under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been  sold or (y) the  date on  which  the  Registrable  Securities  may be sold
without any restriction pursuant to Rule 144 as determined by the counsel to the
Company  pursuant  to a  written  opinion  letter,  addressed  to the  Company's
transfer agent to such effect (the "Effectiveness  Period").  If at any time and
for any reason,  an  additional  Registration  Statement is required to be filed
because at such time the actual  number of shares of Common Stock into which the
Preferred  Stock is  convertible  and the Warrants are  exercisable  exceeds the
number of shares of  Registrable  Securities  remaining  under the  Registration
Statement,  the  Company  shall  have  twenty  (20)  Business  Days to file such
additional Registration Statement, and the Company shall use its best efforts to
cause such  additional  Registration  Statement to be declared  effective by the
Commission as soon as possible, but in no event later than sixty (60) days after
filing.

      3.    Registration Procedures.

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a) Prepare and file with the Commission,  on or prior to the Filing
Date,  a  Registration  Statement  on Form SB-2 (or if the  Company  is not then
eligible to register  for resale the  Registrable  Securities  on Form SB-2 such
registration  shall  be on  another  appropriate  form in  accordance  herewith)
including  the method or methods of  distribution  thereof as  specified  by the
Holders  (except if otherwise  directed by the Holders) and in  accordance  with
applicable  law, and cause the  Registration  Statement to become  effective and
remain effective as provided herein; provided, however, that not less than three
(3)  Business  Days prior to the  filing of the  Registration  Statement  or any
related Prospectus or any amendment or supplement thereto, the Company shall (i)
furnish to the  Holders and any Special  Counsel,  copies of all such  documents
proposed  to be filed,  which  documents  will be  subject to the review of such
Holders and such Special  Counsel,  and (ii) cause its  officers and  directors,
counsel  and  independent  certified  public  accountants  to  respond  to  such
inquiries as shall be necessary,  in the  reasonable  opinion of counsel to such
Holders, to conduct a reasonable review of such documents. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities or any Special  Counsel  shall  reasonably  object in writing  within
three (3) Business Days of their receipt thereof.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the


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<PAGE>

Securities  Act;  (iii)  respond as promptly as possible,  but in no event later
than ten (10) business days, to any comments  received from the Commission  with
respect to the Registration  Statement or any amendment  thereto and as promptly
as possible  provide the Holders true and complete copies of all  correspondence
from and to the  Commission  relating to the  Registration  Statement;  and (iv)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify the  Holders of  Registrable  Securities  and any Special
Counsel as promptly as possible (and, in the case of (i)(A) below, not less than
three (3) days  prior to such  filing)  and (if  requested  by any such  Person)
confirm such notice in writing no later than two (2) Business Days following the
day (i)(A) when a Prospectus  or any  Prospectus  supplement  or  post-effective
amendment  to the  Registration  Statement  is  filed;  (B) when the  Commission
notifies  the  Company  whether  there will be a "review"  of such  Registration
Statement and whenever the Commission  comments in writing on such  Registration
Statement   and  (C)  with  respect  to  the   Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the  Registrable  Securities  or the  initiation  or  threatening  of any
Proceedings for that purpose; (iv) if at any time any of the representations and
warranties of the Company contained in any agreement  contemplated hereby ceases
to be true and  correct  in all  material  respects;  (v) of the  receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation of any Proceeding for such purpose; and (vi)
of the occurrence of any event that makes any statement made in the Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not 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 the light of the circumstances under which they
were made, not misleading.

            (d) Use its best  efforts to avoid the  issuance  of, or, if issued,
obtain the withdrawal of, as promptly as possible,  (i) any order suspending the
effectiveness  of the  Registration  Statement  or (ii)  any  suspension  of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities for sale in any jurisdiction.

            (e) If  requested  by the  Holders of a majority  in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.


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<PAGE>

            (f) If  requested  by any  Holder,  furnish  to such  Holder and any
Special  Counsel,   without  charge,   at  least  one  conformed  copy  of  each
Registration   Statement  and  each  amendment  thereto,   including   financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by reference,  and all exhibits to the extent requested by
such Person (including those previously  furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.

            (g) Promptly deliver to each Holder and any Special Counsel, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and subject to the provisions of Section 3(n), the Company
hereby  consents to the use of such  Prospectus and each amendment or supplement
thereto by each of the selling  Holders in connection with the offering and sale
of the  Registrable  Securities  covered by such Prospectus and any amendment or
supplement thereto.

            (h) Prior to any public offering of Registrable Securities,  use its
best  efforts to register or qualify or cooperate  with the selling  Holders and
any Special Counsel in connection with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

            (i) Cooperate with the Holders to facilitate the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant  to  a  Registration  Statement,  which  certificates,  to  the  extent
permitted by the Purchase  Agreement and applicable federal and state securities
laws, shall be free of all restrictive  legends,  and to enable such Registrable
Securities  to be in such  denominations  and  registered  in such  names as any
Holder may request in connection with any sale of Registrable Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), as promptly as possible, prepare a supplement or amendment, including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading.


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<PAGE>

            (k) Use  its  best  efforts  to  cause  all  Registrable  Securities
relating to such  Registration  Statement to be listed on the OTC Bulletin Board
or any other securities  exchange,  quotation system or market, if any, on which
similar  securities  issued by the Company are then listed as and when  required
pursuant to the Purchase Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

            (m) The Company may require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  Prospectus,  or any amendment or supplement thereto, and the Company
may exclude from such registration the Registrable Securities of any such Holder
who  unreasonably  fails to furnish such  information  within a reasonable  time
after receiving such request.

            Each  Holder  covenants  and  agrees  that  (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

            Each Holder agrees by its acquisition of such Registrable Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

            (n) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose,  then the Company may postpone or suspend  filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  20


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consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12 month period; provided,  however, that no such postponement or suspension
shall be permitted for  consecutive 20 day periods,  arising out of the same set
of facts, circumstances or transactions.

      4.    Registration Expenses.

      All fees and expenses  incident to the  performance of or compliance  with
this Agreement by the Company,  except as and to the extent specified in Section
4, shall be borne by the Company  whether or not the  Registration  Statement is
filed or becomes  effective and whether or not any  Registrable  Securities  are
sold pursuant to the Registration  Statement.  The fees and expenses referred to
in  the  foregoing  sentence  shall  include,   without   limitation,   (i)  all
registration and filing fees (including,  without limitation,  fees and expenses
(A) with respect to filings required to be made with each securities exchange or
market on which Registrable  Securities are required hereunder to be listed, (B)
with  respect to filings  required to be made with the National  Association  of
Securities  Dealers,  Inc. and the NASD  Regulation,  Inc. and (C) in compliance
with state securities or Blue Sky laws (including,  without limitation, fees and
disbursements   of  counsel  for  the  Holders  in  connection   with  Blue  Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company and Special Counsel for the Holders, in the case of the Special Counsel,
to a maximum amount of $5,000,  (v) Securities Act liability  insurance,  if the
Company so  desires  such  insurance,  and (vi) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's independent public accountants  (including the expenses of any comfort
letters or costs associated with the delivery by independent  public accountants
of a comfort  letter or comfort  letters).  In  addition,  the Company  shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required hereunder.

      5.    Indemnification.

      (a) Indemnification by the Company. The Company shall, notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to


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the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
as incurred, arising out of or based upon any untrue or alleged untrue statement
of a material fact contained in the  Registration  Statement,  any Prospectus or
any form of  prospectus  or in any  amendment  or  supplement  thereto or in any
preliminary prospectus,  or arising out of or based upon any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto),  in the light of the  circumstances  under which they were
made, not misleading,  except to the extent,  but only to the extent,  that such
untrue  statements  or  omissions  arise  out of or are based  upon  information
regarding the Holders or such other  Indemnified  Party  furnished in writing to
the  Company  by a Holder  expressly  for use  therein,  which  information  was
reasonably  relied on by the  Company for use therein or to the extent that such
information relates to a Holder or such Holder's proposed method of distribution
of Registrable  Securities and was reviewed and expressly approved in writing by
a Holder  expressly for use in the  Registration  Statement,  such Prospectus or
such form of Prospectus or in any amendment or supplement  thereto.  The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding  of which the Company is aware in  connection  with the  transactions
contemplated by this Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred, arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in the Registration Statement, any Prospectus,  or any
form  of  prospectus,  or in  any  amendment  or  supplement  thereto  or in any
preliminary prospectus,  or arising out of or based upon any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto),  in the light of the  circumstances  under which they were
made, not misleading,  to the extent,  but only to the extent,  that such untrue
statement or omission is contained in any information so furnished in writing by
such Holder or other  Indemnified Party to the Company expressly for use therein
and that such  information  was  reasonably  relied  upon by the Company for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the  Registration  Statement,  such Prospectus or such form of Prospectus or any
amendment  or  supplement  thereto.  Notwithstanding  anything  to the  contrary
contained  herein,  the Holders shall be liable under this Section 5(b) for only
that  amount as does not exceed the net  proceeds  to such Holder as a result of
the sale of Registrable Securities pursuant to such Registration Statement.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying  Party shall be entitled to assume the defense  thereof,  including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and


                                      -9-
<PAGE>

the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant  to this  Agreement,  except  (and only) to the extent that it shall be
finally determined by a court of competent  jurisdiction (which determination is
not  subject  to  appeal  or  further  review)  that  such  failure  shall  have
proximately and materially adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such parties shall have
been  advised by counsel  that a conflict  of interest is likely to exist if the
same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such  Indemnified  Party notifies the  Indemnifying  Party in
writing  that it  elects  to  employ  separate  counsel  at the  expense  of the
Indemnifying  Party, the  Indemnifying  Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the Indemnifying
Party).  The  Indemnifying  Party shall not be liable for any  settlement of any
such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified  Party,  effect any settlement of any pending
or threatened  Proceeding in respect of which any  Indemnified  Party is a party
and  indemnity has been sought  hereunder,  unless such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder;  provided, that the Indemnified Party shall reimburse
all such fees and  expenses  to the extent it is finally  judicially  determined
that such Indemnified Party is not entitled to indemnification hereunder).

            (d) Contribution.  If indemnification  under Section 5(a) or 5(b) is
due but unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a


                                      -10-
<PAGE>

material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this Section was available to such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties pursuant to the law.

      6.    Rule 144.

            As long as any Holder owns Shares,  Conversion  Shares,  Warrants or
Warrant Shares,  the Company  covenants to timely file (or obtain  extensions in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the Company  after the date hereof  pursuant to Section
13(a)  or  15(d)  of the  Exchange  Act.  As long  as any  Holder  owns  Shares,
Conversion Shares, Warrants or Warrant Shares, if the Company is not required to
file reports  pursuant to Section  13(a) or 15(d) of the  Exchange  Act, it will
prepare and furnish to the Holders and make  publicly  available  in  accordance
with Rule  144(c)  promulgated  under the  Securities  Act annual and  quarterly
financial statements,  together with a discussion and analysis of such financial
statements  in form and  substance  substantially  similar  to those  that would
otherwise  be required to be  included in reports  required by Section  13(a) or
15(d) of the Exchange Act, as well as any other information required thereby, in
the time period  that such  filings  would have been  required to have been made
under the Exchange  Act. The Company  further  covenants  that it will take such
further action as any Holder may reasonably request,  all to the extent required
from time to time to enable  such Person to sell  Conversion  Shares and Warrant
Shares  without  registration  under the Securities Act within the limitation of
the  exemptions  provided  by Rule 144  promulgated  under the  Securities  Act,
including  providing any legal  opinions  relating to such sale pursuant to Rule
144. Upon the request of any Holder,  the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied
with such requirements.


                                      -11-
<PAGE>

      7.    Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  such Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No Inconsistent  Agreements.  Neither the Company nor any of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as  disclosed  in  Schedule  2.1(c)  of  the  Purchase  Agreement)  may  include
securities of the Company in the Registration  Statement,  and the Company shall
not after the date hereof enter into any agreement  providing  such right to any
of its  securityholders,  unless the right so granted is subject in all respects
to the  prior  rights  in full  of the  Holders  set  forth  herein,  and is not
otherwise in conflict with the provisions of this Agreement.

            (d)  Piggy-Back  Registrations.  If at any time when there is not an
effective  Registration Statement covering (i) Conversion Shares or (ii) Warrant
Shares,  the Company shall  determine to prepare and file with the  Commission a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans, the Company shall send to each holder of Registrable  Securities  written
notice of such  determination  and, if within  thirty (30) days after receipt of
such notice,  or within such  shorter  period of time as may be specified by the
Company in such  written  notice as may be  necessary  for the Company to comply
with  its  obligations  with  respect  to the  timing  of  the  filing  of  such
registration  statement,  any such holder  shall so request in  writing,  (which


                                      -12-
<PAGE>

request shall specify the Registrable  Securities  intended to be disposed of by
the Purchasers),  the Company will cause the  registration  under the Securities
Act of all  Registrable  Securities  which the Company has been so  requested to
register by the holder, to the extent requisite to permit the disposition of the
Registrable  Securities so to be registered,  provided that if at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the  registration  statement filed in connection with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering any Registrable  Securities being  registered  pursuant to
this  Section  7(d) for the same period as the delay in  registering  such other
securities.  The Company shall include in such registration statement all or any
part of such  Registrable  Securities  such holder  requests  to be  registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities would materially  adversely affect the offering  contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the  Holders,  then (x) the  number of  Registrable  Securities  of the  Holders
included in such  registration  statement  shall be reduced  pro-rata among such
Holders  (based  upon the  number  of  Registrable  Securities  requested  to be
included  in the  registration),  if the  Company  after  consultation  with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none of the  Registrable  Securities  of the  Holders  shall be included in such
registration   statement,   if  the   Company   after   consultation   with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if Securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not represent a
greater fraction of the number of Registrable  securities intended to be offered
by the Holders  than the  fraction of similar  reductions  imposed on such other
persons or entities (other than the Company).

            (e) Failure to File  Registration  Statement and Other  Events.  The
Company and the  Purchasers  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner  contemplated herein during the Effectiveness Time. The
Company and the Holders further agree that it would not be feasible to ascertain
the extent of such damages with precision.  Accordingly, if, except as set forth
in Section 3(n), (A) the Registration  Statement is not filed on or prior to the
Filing Date, or (B) the Registration  Statement is not declared effective by the
Commission  on or prior to the 95th day after the Closing  Date (or in the event
an  additional  Registration  Statement  is filed  because the actual  number of
shares of Common Stock into which the  Preferred  Stock is  convertible  and the
Warrants are exercisable  exceeds the number of shares of Common Stock initially
registered is not filed and declared  effective  with the time periods set forth
in Section 2), or (C) the Company  fails to file with the  Commission  a request


                                      -13-
<PAGE>

for  acceleration in accordance  with Rule 461 promulgated  under the Securities
Act within  five (5)  Business  Days of the date that the  Company  is  notified
(orally  or  in  writing,  whichever  is  earlier)  by  the  Commission  that  a
Registration  Statement  will not be  "reviewed,"  or is not  subject to further
review, or (D) the Registration  Statement is filed with and declared  effective
by the Commission but  thereafter  ceases to be effective as to all  Registrable
Securities  at any time prior to the  expiration  of the  Effectiveness  Period,
without being succeeded immediately by a subsequent Registration Statement filed
with and  declared  effective by the  Commission  in  accordance  with Section 2
hereof or (E) the  Company  has  breached  Section  3(n),  or (F) trading in the
Common Stock shall be suspended or if the Common Stock is delisted  from the OTC
Bulletin Board for any reason for more than three Business Days in the aggregate
without subsequent listing on another securities  exchange,  quotation system or
market (any such  failure or breach  being  referred  to as an "Event,"  and for
purposes  of clauses  (A) and (B) the date on which such  Event  occurs,  or for
purposes  of clause  (C) the date on which  such  five  Business  Day  period is
exceeded,  or for purposes of clause (D) after more than fifteen  Business Days,
or for  purposes of clause (F) the date on which such three  Business Day period
is exceeded, being referred to as "Event Date"), the Company shall pay an amount
as liquidated damages to each Holder equal to 3% for the first calendar month or
portion thereof and 1.5% per calendar month thereafter or portion thereof of the
Holder's initial investment in the Preferred Stock from the Event Date, less any
amount of  Preferred  Stock that has been  converted  or redeemed by such Holder
(provided  that,  with respect to the Event  described in clause (B), the "first
calendar  month"  shall be deemed to commence on the 30th day prior to the Event
Date),  until the  applicable  Event is cured.  Notwithstanding  anything to the
contrary in this  paragraph  (e), if (I) any of the Events  described in clauses
(A), (B) or (C) shall have occurred,  (II) on or prior to the  applicable  Event
Date,  the Company shall have exercised its rights under Section 3(n) hereof and
(III) the  postponement  or suspension  permitted  pursuant to such Section 3(n)
shall remain  effective as of such  applicable  Event Date,  then the applicable
Event Date shall be deemed instead to occur on the second Business Day following
the termination of such postponement or suspension.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the rights of Holders and that does not  directly or  indirectly
affect  the  rights  of other  Holders  may be given  by  Holders  of at least a
majority of the Registrable  Securities to which such waiver or consent relates;
provided,  however,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

            (g)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York


                                      -14-
<PAGE>

City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date, (iii) the Business Day following the date of mailing, if sent by overnight
delivery  by  nationally  recognized  overnight  courier  service or (iv) actual
receipt by the party to whom such notice is required to be given.  The addresses
for such communications  shall be with respect to each Holder at its address set
forth  under its name on  Schedule 1  attached  hereto,  or with  respect to the
Company, addressed to:

                         Cyberlux Corporation
                         50 Orange Road
                         P.O. Box 2010
                         Pinehurst, N.C. 28370
                         Attention: Donald F. Evans
                         Tel. No.: (910) 235-0066
                         Fax No.:  (910) 235-0933

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice. Copies of notices to the Company shall be sent to John W. Ringo,
Esq., Attorney at Law, 241 Lamplighter Lane, Marietta, GA 30067, Tel. No.: (770)
952-1904, Fax No.: (770) 952-0894.

            (h) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior written consent of each Holder.  Each Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

            (i)  Assignment of  Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or  Affiliate  of any other  Holder  of all or a  portion  of the
Preferred  Stock or the  Registrable  Securities  if: (i) the  Holder  agrees in
writing with the  transferee  or assignee to assign such  rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights are being  transferred  or assigned,  (iii)  following such
transfer  or  assignment  the  further  disposition  of such  securities  by the
transferee or assignees is restricted  under the  Securities  Act and applicable
state  securities  laws,  (iv) at or before the time the  Company  receives  the
written notice  contemplated  by clause (ii) of this Section,  the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
of this Agreement, (v) such transfer shall have been made in accordance with the
applicable  requirements  of the Purchase  Agreement,  and (vi) at least 100,000
shares of Registrable Securities (appropriately adjusted for any stock dividend,
split  or  combination  of the  Common  Stock)  are  being  transferred  to such
transferee  or  assignee  in  connection  with such  assignment  of  rights.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company, which consent shall


                                      -15-
<PAGE>

not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

            (j)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            (k) Governing Law. This Agreement shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of law thereof.

            (l) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (m) Severability. If any term, provision, covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

            (n) Headings.  The headings herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

            (o) Shares  Held by the  Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -16-
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                                            CYBERLUX CORPORATION


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            PURCHASER:


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            PURCHASER:


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                      -17-
<PAGE>


                                   Schedule I
                                   Purchasers


                                      -18-
<PAGE>


                                   Schedule II


                                      -19-