EXHIBIT 10.4

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR CYBERLUX  CORPORATION SHALL HAVE RECEIVED AN
OPINION  OF  COUNSEL  REASONABLY   SATISFACTORY  TO  CYBERLUX  CORPORATION  THAT
REGISTRATION  OF  SUCH  SECURITIES  UNDER  THE  SECURITIES  ACT  AND  UNDER  THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                          SERIES B WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              CYBERLUX CORPORATION

                            Expires December 31, 2008

No.: W-B-03-__                                     Number of Shares: ___________

Date of Issuance: December 31, 2003

      FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth, the
undersigned,  Cyberlux  Corporation,  a Nevada  corporation  (together  with its
successors    and   assigns,    the    "Issuer"),    hereby    certifies    that
_______________________________   or  its  registered  assigns  is  entitled  to
subscribe  for and purchase,  during the Term (as  hereinafter  defined),  up to
____________________________________    (_____________)   shares   (subject   to
adjustment as  hereinafter  provided) of the duly  authorized,  validly  issued,
fully paid and  non-assessable  Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect,  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this  Warrant  and not  otherwise  defined  herein  shall have the
respective meanings specified in Section 8 hereof.

      1. Term.  The term of this Warrant shall commence on December 31, 2003 and
shall expire at 5:00 p.m., eastern time, on December 31, 2008 (such period being
the "Term").

      2.  Method of Exercise  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

      (a) Time of  Exercise.  Subject  to  Section  2(b),  the  purchase  rights
represented by this Warrant may be exercised in whole or in part during the Term
commencing on December 31, 2003 and expiring on December 31, 2008.


<PAGE>

      (b) Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable at such Holder's election by certified or official bank check
or by wire  transfer to an account  designated  by the  Issuer.  Notwithstanding
anything  herein to the  contrary,  the Holder  hereof may exercise this Warrant
only up to such  number  of  shares of Common  Stock  that the  Holder  received
pursuant to the exercise of the Holder's  Series A Warrant  issued by the Issuer
to the Holder on the date hereof.

      (c)  Issuance of Stock  Certificates.  In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise  or,  at  the  request  of the  Holder  (provided  that a  registration
statement  under the Securities Act qualifying a public  offering of the Warrant
Stock is then in effect),  issued and delivered to the Depository  Trust Company
("DTC")  account  on the  Holder's  behalf  via  the  Deposit  Withdrawal  Agent
Commission  System  ("DWAC")  within a reasonable  time, not exceeding three (3)
Trading Days after such exercise,  and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant  Stock so purchased as of the
date of such  exercise and (ii) unless this  Warrant has expired,  a new Warrant
representing  the number of shares of Warrant  Stock,  if any,  with  respect to
which this Warrant shall not then have been  exercised  (less any amount thereof
which  shall have been  canceled  in payment or partial  payment of the  Warrant
Price as hereinabove  provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.

      (d) Transferability of Warrant.  Subject to Section 2(g), this Warrant may
be  transferred  by a Holder  without the consent of the Issuer.  If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (g) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants  for the  purchase  of the same  aggregate  number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of  Warrant  Stock as the  Holder  hereof  shall  designate  at the time of such
exchange.  All Warrants  issued on  transfers  or  exchanges  shall be dated the
Original  Issue Date and shall be identical  with this Warrant  except as to the
name of the Holder or the number of shares of Warrant Stock, as applicable.

      (e) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

      (f) Compliance with Securities Laws.


                                       2
<PAGE>

            (i) The Holder of this Warrant,  by acceptance hereof,  acknowledges
      that this  Warrant  or the  shares  of  Warrant  Stock to be  issued  upon
      exercise hereof are being acquired solely for the Holder's own account and
      not as a nominee for any other  party,  and for  investment,  and that the
      Holder will not offer,  sell or  otherwise  dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise  hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.

            (ii) Except as provided in paragraph  (iii) below,  this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted  with a legend in  substantially  the
      following form:

            THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE
            UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE
            SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES
            ACT") OR ANY STATE  SECURITIES LAWS AND MAY NOT BE SOLD,
            TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED
            UNDER  THE  SECURITIES  ACT AND UNDER  APPLICABLE  STATE
            SECURITIES  LAWS  OR  CYBERLUX  CORPORATION  SHALL  HAVE
            RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY
            TO  CYBERLUX   CORPORATION  THAT  REGISTRATION  OF  SUCH
            SECURITIES  UNDER  THE  SECURITIES  ACT  AND  UNDER  THE
            PROVISIONS OF APPLICABLE  STATE  SECURITIES  LAWS IS NOT
            REQUIRED.

            (iii)  The  restrictions  imposed  by this  subsection  (e) upon the
      transfer of this  Warrant or the shares of Warrant  Stock to be  purchased
      upon exercise hereof shall  terminate (A) when such securities  shall have
      been resold  pursuant to an  effective  registration  statement  under the
      Securities Act, (B) upon the Issuer's receipt of an opinion of counsel, in
      form and substance reasonably satisfactory to the Issuer, addressed to the
      Issuer to the effect  that such  restrictions  are no longer  required  to
      ensure compliance with the Securities Act and state securities laws or (C)
      upon the Issuer's receipt of other evidence reasonably satisfactory to the
      Issuer that such registration and  qualification  under the Securities Act
      and state  securities  laws are not required.  Whenever such  restrictions
      shall cease and terminate as to any such  securities,  the Holder  thereof
      shall be entitled to receive  from the Issuer (or its  transfer  agent and
      registrar),  without  expense (other than  applicable  transfer  taxes, if
      any), new Warrants (or, in the case of shares of Warrant Stock,  new stock
      certificates) of like tenor not bearing the applicable  legend required by
      paragraph (ii) above  relating to the Securities Act and state  securities
      laws.

      (g) In no event may the Holder  exercise  this Warrant in whole or in part
unless the Holder is an  "accredited  investor" as defined in Regulation D under
the Securities Act.


                                       3
<PAGE>

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will,  when issued in accordance  with the
terms of this  Warrant,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable  and free from all taxes, liens and charges created by or through
Issuer.  The Issuer  further  covenants and agrees that during the period within
which  this  Warrant  may be  exercised,  the  Issuer  will  at all  times  have
authorized  and  reserved  for the  purpose of the issue upon  exercise  of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its reasonable best efforts as  expeditiously  as possible at its
expense to cause such shares to be duly  registered or qualified.  If the Issuer
shall list any shares of Common  Stock on any  securities  exchange or market it
will, at its expense,  list thereon,  maintain and increase when  necessary such
listing,  of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided  hereunder  (provided that such Warrant
Stock  has been  registered  pursuant  to a  registration  statement  under  the
Securities  Act then in  effect),  and,  to the  extent  permissible  under  the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder,  so long as any shares of Common Stock shall
be so  listed.  The  Issuer  will also so list on each  securities  exchange  or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

      (c)  Covenants.  The  Issuer  shall not by any action  including,  without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner that would adversely  affect the rights of the Holders of the Warrants in
their capacity as Holders of the Warrants,  (iii) take all such action as may be
reasonably  necessary  in order that the Issuer may validly  and  legally  issue
fully  paid and  nonassessable  shares  of Common  Stock,  free and clear of any
liens,  claims,  encumbrances and  restrictions  (other than as provided herein)
upon the exercise of this Warrant,  and (iv) use its reasonable  best efforts to
obtain  all  such  authorizations,   exemptions  or  consents  from  any  public
regulatory body having  jurisdiction  thereof as may be reasonably  necessary to
enable the Issuer to perform its obligations under this Warrant.


                                       4
<PAGE>

      (d) Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4.  Adjustment of Warrant  Price and Warrant  Share Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

      (a)  Recapitalization,  Reorganization,  Reclassification,  Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering  Event"): (a) consolidate or merge with
      or into another  corporation where the holders of outstanding Voting Stock
      prior  to  such  merger  or  consolidation  do  not  own  over  50% of the
      outstanding Voting Stock of the merged or consolidated  entity immediately
      after such merger or  consolidation,  or (b) sell all or substantially all
      of its properties or assets to any other Person,  or (c) change the Common
      Stock to the same or different number of shares of any class or classes of
      stock,  whether by reclassification,  exchange,  substitution or otherwise
      (other  than by way of a stock  split or  combination  of  shares or stock
      dividends or distributions  provided for in Section 4(b) or Section 4(c)),
      or (d) effect a capital reorganization (other than by way of a stock split
      or combination of shares or stock dividends or distributions  provided for
      in  Section  4(b) or  Section  4(c)),  then,  and in the case of each such
      Triggering  Event,  proper provision shall be made so that, upon the basis
      and the terms and in the manner  provided in this  Warrant,  the Holder of
      this Warrant shall be entitled upon the exercise  hereof at any time after
      the  consummation of such Triggering  Event, to the extent this Warrant is
      not exercised  prior to such  Triggering  Event, to receive at the Warrant
      Price in effect at the time immediately  prior to the consummation of such
      Triggering  Event in lieu of the Common Stock  issuable upon such exercise
      of this Warrant prior to such Triggering  Event, the securities,  cash and
      property  to  which  such  Holder  would  have  been   entitled  upon  the
      consummation  of such  Triggering  Event if such Holder had  exercised the
      rights represented by this Warrant  immediately prior thereto,  subject to
      adjustments  (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 4.

            (ii)  Notwithstanding  anything  contained  in this  Warrant  to the
      contrary,  a  Triggering  Event shall not be deemed to have  occurred  if,
      prior to the  consummation  thereof,  each Person  (other than the Issuer)
      which may be required to deliver any securities, cash or property upon the
      exercise  of this  Warrant as provided  herein  shall  assume,  by written
      instrument  delivered to, and  reasonably  satisfactory  to, the Holder of
      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering  Event,  such
      assumption shall be in addition to, and shall not release the Issuer from,


                                       5
<PAGE>

      any  continuing  obligations of the Issuer under this Warrant) and (B) the
      obligation  to deliver to such Holder such shares of  securities,  cash or
      property  as,  in  accordance  with  the  foregoing   provisions  of  this
      subsection (a), such Holder shall be entitled to receive,  and such Person
      shall have  similarly  delivered to such Holder a written  acknowledgement
      executed  by the  President  or Chief  Financial  Officer of the  Company,
      stating  that this  Warrant  shall  thereafter  continue in full force and
      effect and the terms hereof  (including,  without  limitation,  all of the
      provisions of this  subsection (a)) shall be applicable to the securities,
      cash or property  which such  Person may be  required to deliver  upon any
      exercise of this Warrant or the exercise of any rights pursuant hereto.

      (b) Stock  Dividends,  Subdivisions and  Combinations.  If at any time the
Issuer shall:

            (i) make or issue or set a record date for the holders of its Common
      Stock for the purpose of entitling them to receive a dividend  payable in,
      or other distribution of, shares of Common Stock,

            (ii) effect a stock split of its outstanding  shares of Common Stock
      into a larger number of shares of Common Stock, or

            (iii) combine its outstanding  shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

      (c) Certain Other  Distributions.  If at any time the Issuer shall make or
issue or set a record  date for the  determination  of the holders of its Common
Stock for the  purpose  of  entitling  them to  receive  any  dividend  or other
distribution of:

            (i) cash  (other  than a cash  dividend  payable  out of earnings or
      earned surplus  legally  available for the payment of dividends  under the
      laws of the jurisdiction of incorporation of the Issuer),


                                     6
<PAGE>

            (ii) any evidences of its  indebtedness,  any shares of stock of any
      class or any other securities or property of any nature  whatsoever (other
      than cash, Common Stock Equivalents or Additional Shares of Common Stock),
      or

            (iii) any warrants or other rights to subscribe  for or purchase any
      evidences  of its  indebtedness,  any  shares of stock of any class or any
      other  securities or property of any nature  whatsoever  (other than cash,
      Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
Section  4(c)  as  of  the  time  of  actual   payment  of  such   dividends  or
distributions.

      (d) Issuance of Additional Shares of Common Stock.

            (i) In the event the Issuer shall at any time following the Original
Issue  Date  issue any  Additional  Shares of Common  Stock  (otherwise  than as
provided in the foregoing  subsections  (a) through (c) of this Section 4), at a
price  per  share  less  than  the  Warrant  Price  then in  effect  or  without
consideration,  then the Warrant Price upon each such issuance shall be adjusted
to that price  determined by  multiplying  the Warrant Price then in effect by a
fraction:

                  (A) the  numerator  of which  shall be equal to the sum of (x)
            the number of shares of Outstanding  Common Stock  immediately prior
            to the issuance of such  Additional  Shares of Common Stock plus (y)


                                       7
<PAGE>

            the number of shares of Common Stock  (rounded to the nearest  whole
            share)  which the  aggregate  consideration  for the total number of
            such Additional Shares of Common Stock so issued would purchase at a
            price per share equal to the Warrant Price then in effect, and

                  (B) the  denominator  of which shall be equal to the number of
            shares of Outstanding Common Stock immediately after the issuance of
            such Additional Shares of Common Stock.

            (ii) No adjustment of the number of shares of Common Stock for which
this Warrant shall be exercisable  shall be made under  paragraph (i) of Section
4(d) upon the issuance of any Additional Shares of Common Stock which are issued
pursuant to the exercise of any Common Stock Equivalents, if any such adjustment
shall  previously  have  been  made  upon  the  issuance  of such  Common  Stock
Equivalents  (or upon the  issuance  of any  warrant or other  rights  therefor)
pursuant to Section 4(e).

      (e) Intentionally Omitted.

      (f) Issuance of Common Stock Equivalents.  If at any time the Issuer shall
issue or sell  any  Common  Stock  Equivalents,  whether  or not the  rights  to
exchange or convert  thereunder are immediately  exercisable,  and the aggregate
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange  plus the  consideration  received  by the Issuer for  issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable
pursuant to such Common Stock Equivalent shall be less than the Warrant Price in
effect  immediately  prior to the time of such issue or sale, then the number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Warrant
Price then in effect  shall be adjusted as provided in Section 4(d) on the basis
that the maximum number of Additional Shares of Common Stock necessary to effect
the conversion or exchange of all such Common Stock  Equivalents shall be deemed
to have been issued and  outstanding  and the Issuer shall have  received all of
the consideration payable therefor, if any, as of the date of actual issuance of
such Common Stock Equivalents.  No further adjustment of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect  shall be made under this  Section  4(e) upon the  issuance of any Common
Stock  Equivalents  which are issued pursuant to the exercise of any warrants or
other  subscription or purchase rights  therefor,  if any such adjustment  shall
previously  have been made upon the  issuance of such  warrants or other  rights
pursuant to this Section 4(e). No further adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon  conversion
or exchange of such Common Stock Equivalents.

      (g)  Superseding  Adjustment.  If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant  Price then in effect  shall have been made  pursuant to Section 4(e) as
the result of any  issuance  of Common  Stock  Equivalents,  and (i) such Common
Stock  Equivalents,  or the right of conversion or exchange in such Common Stock
Equivalents,  shall  expire,  and  all or a  portion  of such  or the  right  of
conversion  or exchange  with  respect to all or a portion of such Common  Stock
Equivalents,  as the case may be,  shall  not have been  exercised,  or (ii) the


                                       8
<PAGE>

consideration  per share for which shares of Common Stock are issuable  pursuant
to such  Common  Stock  Equivalents  shall  be  increased,  then  such  previous
adjustment  shall be rescinded and annulled and the Additional  Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection  with the  adjustment  so rescinded  and annulled  shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this  Section 4(g) above,  there shall be a  recomputation
made of the  effect of such  Common  Stock  Equivalents  on the  basis  of:  (i)
treating the number of Additional  Shares of Common Stock  theretofore  actually
issued or issuable pursuant to the previous exercise of Common Stock Equivalents
or any such right of conversion  or exchange,  as having been issued on the date
or dates of any such exercise and for the  consideration  actually  received and
receivable  therefor,  and (ii) treating any such Common Stock Equivalents which
then remain  outstanding as having been granted or issued  immediately after the
time of such increase of the consideration per share for which Additional Shares
of Common Stock are issuable  under such Common Stock  Equivalents;  whereupon a
new adjustment of the number of shares of Common Stock for which this Warrant is
exercisable  and the  Warrant  Price  then in  effect  shall be made,  which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

      (h)  Purchase  of Common  Stock by the  Issuer.  If the Issuer at any time
while this  Warrant is  outstanding  shall,  directly  or  indirectly  through a
Subsidiary or  otherwise,  purchase,  redeem or otherwise  acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value,  then
the Warrant Price upon each such purchase,  redemption or  acquisition  shall be
adjusted  to that  price  determined  by  multiplying  such  Warrant  Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate  consideration  for the
total number of such shares of Common Stock so  purchased,  redeemed or acquired
would purchase at the Per Share Market Value;  and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase,  redemption or  acquisition.  For the purposes of this subsection (h),
the date as of which the Per Share Market  Price shall be computed  shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual  purchase,  redemption  or  acquisition  of such  Common  Stock.  For the
purposes of this  subsection  (h), a purchase,  redemption or  acquisition  of a
Common  Stock  Equivalent  shall be deemed to be a  purchase  of the  underlying
Common Stock, and the computation  herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made,  whether or not
such  Common  Stock   Equivalent  is  actually   exercisable,   convertible   or
exchangeable on such date.

      (i) Other  Provisions  applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

            (i) Computation of Consideration.  To the extent that any Additional
Shares of Common Stock or any Common Stock Equivalents (or any warrants or other
rights  therefor)  shall be issued  for cash  consideration,  the  consideration
received by the Issuer  therefor shall be the amount of the cash received by the
Issuer therefor,  or, if such Additional  Shares of Common Stock or Common Stock


                                       9
<PAGE>

Equivalents are offered by the Issuer for subscription,  the subscription price,
or, if such  Additional  Shares of Common Stock or Common Stock  Equivalents are
sold to  underwriters  or dealers  for public  offering  without a  subscription
offering,  the initial public  offering price (in any such case  subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation,  discounts or expenses paid or incurred by
the Issuer for and in the  underwriting of, or otherwise in connection with, the
issuance  thereof).  In connection with any merger or consolidation in which the
Issuer is the surviving  corporation  (other than any consolidation or merger in
which the previously  outstanding  shares of Common Stock of the Issuer shall be
changed  to  or  exchanged  for  the  stock  or  other   securities  of  another
corporation),  the amount of consideration  therefore shall be, deemed to be the
fair value,  as determined  reasonably  and in good faith by the Board,  of such
portion of the assets and business of the nonsurviving  corporation as the Board
may determine to be  attributable to such shares of Common Stock or Common Stock
Equivalents,  as the case may be. The consideration for any Additional Shares of
Common Stock issuable  pursuant to any warrants or other rights to subscribe for
or  purchase  the same  shall be the  consideration  received  by the Issuer for
issuing such warrants or other rights plus the additional  consideration payable
to the Issuer upon exercise of such warrants or other rights.  The consideration
for any Additional  Shares of Common Stock issuable pursuant to the terms of any
Common Stock Equivalents  shall be the consideration  received by the Issuer for
issuing  warrants or other rights to subscribe for or purchase such Common Stock
Equivalents,  plus the consideration paid or payable to the Issuer in respect of
the  subscription  for or purchase of such Common  Stock  Equivalents,  plus the
additional consideration, if any, payable to the Issuer upon the exercise of the
right of conversion or exchange in such Common Stock  Equivalents.  In the event
of any  consolidation  or  merger of the  Issuer in which the  Issuer is not the
surviving  corporation or in which the previously  outstanding  shares of Common
Stock of the Issuer shall be changed  into or  exchanged  for the stock or other
securities  of  another  corporation,  or in the  event  of any  sale  of all or
substantially  all of the assets of the Issuer for stock or other  securities of
any corporation, the Issuer shall be deemed to have issued a number of shares of
its  Common  Stock  for  stock or  securities  or other  property  of the  other
corporation  computed  on the basis of the  actual  exchange  ratio on which the
transaction  was predicated,  and for a  consideration  equal to the fair market
value on the date of such  transaction  of all such stock or securities or other
property of the other  corporation.  In the event any consideration  received by
the Issuer for any  securities  consists of property  other than cash,  the fair
market value thereof at the time of issuance or as otherwise applicable shall be
as  determined  in good faith by the Board.  In the event Common Stock is issued
with other shares or securities or other assets of the Issuer for  consideration
which  covers  both,  the  consideration  computed as  provided in this  Section
4(i)(i)  shall be allocated  among such  securities  and assets as determined in
good faith by the Board.

            (ii) When  Adjustments to Be Made. The adjustments  required by this
Section 4 shall be made whenever and as often as any specified  event  requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common  Stock for which this  Warrant is  exercisable  that would  otherwise  be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common  Stock,  as  provided  for in Section  4(b)) up to, but not
beyond the date of  exercise if such  adjustment  either by itself or with other
adjustments  not previously made adds or subtracts less than one percent (1%) of
the shares of Common  Stock for which this  Warrant is  exercisable  immediately
prior to the making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid)  which is postponed shall be


                                       10
<PAGE>

carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
a  minimum  adjustment  or on the  date  of  exercise.  For the  purpose  of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

            (iii)  Fractional  Interests.  In computing  adjustments  under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

            (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

      (j) Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (k) Escrow of Warrant Stock. If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

      5. Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big four"  selected  by the  Holder,
provided  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of its selection of such firm to object thereto,  in which case such
Holder shall select another such firm and the Issuer shall have no such right of


                                       11
<PAGE>

objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Ownership Cap and Certain Exercise  Restrictions.  (a)  Notwithstanding
anything to the contrary set forth in this  Warrant,  at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock owned by such Holder at such time,  the number of shares
of Common Stock which would result in such Holder owning more than 4.999% of all
of the Common Stock  outstanding at such time;  provided,  however,  that upon a
holder of this  Warrant  providing  the Issuer with  sixty-one  (61) days notice
(pursuant  to Section 12 hereof) (the  "Waiver  Notice")  that such Holder would
like to waive this Section 7(a) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
effect with regard to all or a portion of the Warrant  referenced  in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant.

            (b) The Holder may not exercise the Warrant  hereunder to the extent
such exercise would result in the Holder  beneficially  owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  provided,  however,  that  upon a holder of this
Warrant  providing  the Company with a Waiver Notice that such holder would like
to waive this  Section  7(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock  referenced in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant.

      8.  Call.  Notwithstanding  anything  herein to the  contrary,  commencing
twelve (12) months  following the effective date of the  registration  statement
covering the resale of the Warrant Stock and the shares of Common Stock issuable
upon  conversion of the Issuer's Series A Preferred Stock issued pursuant to the
Purchase  Agreement,  the  Issuer,  at its  option,  may call up to one  hundred
percent (100%) of this Warrant if the Per Share Market Value of the Common Stock
has been equal to or greater than $1.75 for a period of twenty (20)  consecutive
Trading  Days  immediately  prior to the date of  delivery of the Call Notice (a


                                       12
<PAGE>

"Call Notice  Period") by providing  the Holder of this Warrant  written  notice
pursuant  to Section  13 (the  "Call  Notice");  provided,  that a  registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect and has been  effective,  without  lapse or  suspension of any
kind, for a period of 60 consecutive  calendar days; provided,  further,  that a
registration  statement under the Securities Act providing for the resale of the
Warrant  Stock is in effect from the date of  delivery of the Call Notice  until
the date which is the later of (i) the date the  Holder  exercises  the  Warrant
pursuant to the Call Notice and (ii) the 20th day after the Holder  receives the
Call Notice (the "Early  Termination  Date").  The rights and privileges granted
pursuant to this Warrant with respect to the shares of Warrant  Stock subject to
the Call  Notice  (the  "Called  Warrant  Shares")  shall  expire  on the  Early
Termination  Date if this Warrant is not  exercised  with respect to such Called
Warrant Shares prior to such Early  Termination  Date. In the event this Warrant
is not exercised  with respect to the Called  Warrant  Shares,  the Issuer shall
remit to the Holder of this Warrant (i) $.01 per Called Warrant Share and (ii) a
new Warrant  representing  the number of shares of Warrant Stock,  if any, which
shall not have been subject to the Call Notice upon the Holder  tendering to the
Issuer the applicable Warrant certificate.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Additional Shares of Common Stock" means all shares of Common Stock
      issued by the Issuer  after the  Original  Issue  Date,  and all shares of
      Other Common,  if any, issued by the Issuer after the Original Issue Date,
      except: (i) securities issued pursuant to an underwritten  public offering
      of  the  Issuer's  securities,  (ii)  securities  issued  pursuant  to the
      conversion or exercise of convertible or excercisable securities issued or
      outstanding  on or prior to the date  hereof  or  issued  pursuant  to the
      Purchase  Agreement,  (iii) the Warrant Stock,  (iv) securities  issued in
      connection with strategic license agreements so long as such issuances are
      not for the purpose of raising capital, (v) Common Stock issued or options
      to purchase  Common Stock granted or issued pursuant to the Issuer's stock
      option plans and employee stock purchase plans as they now exist, (vi) any
      warrants issued to the placement agent for the  transactions  contemplated
      by the  Purchase  Agreement,  and (vii) the payment of any dividend on the
      Series A Preferred Stock of the Issuer.

            "Articles of  Incorporation"  means the Articles of Incorporation of
      the Issuer as in effect on the Original  Issue Date, and as hereafter from
      time to time  amended,  modified,  supplemented  or restated in accordance
      with the terms hereof and thereof and pursuant to applicable law.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital   Stock"  means  and  includes  (i)  any  and  all  shares,
      interests, participations or other equivalents of or interests in (however
      designated)  corporate stock,  including,  without  limitation,  shares of
      preferred or preference  stock,  (ii) all partnership  interests  (whether
      general  or  limited)  in any  Person  which is a  partnership,  (iii) all
      membership interests or limited liability company interests in any limited
      liability  company,  and (iv) all  equity or  ownership  interests  in any
      Person of any other type.

            "Common Stock" means the Common Stock, par value $.001 per share, of
      the Issuer and any other Capital Stock into which such stock may hereafter
      be changed.

            "Common Stock Equivalent" means any Convertible Security or warrant,
      option or other right to subscribe for or purchase any  Additional  Shares
      of Common Stock or any Convertible Security.


                                       13
<PAGE>

            "Convertible Securities" means evidences of Indebtedness,  shares of
      Capital  Stock  or  other  Securities  which  are or  may  be at any  time
      convertible  into or exchangeable  for Additional  Shares of Common Stock.
      The term "Convertible Security" means one of the Convertible Securities.

            "Governmental  Authority"  means  any  governmental,  regulatory  or
      self-regulatory entity, department, body, official, authority, commission,
      board,  agency or  instrumentality,  whether federal,  state or local, and
      whether domestic or foreign.

            "Holders"  mean the  Persons  who  shall  from  time to time own any
      Warrant. The term "Holder" means one of the Holders.

            "Independent  Appraiser"  means a  nationally  recognized  or  major
      regional  investment banking firm or firm of independent  certified public
      accountants of recognized  standing  (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of  corporations
      or other  entities as going  concerns,  and which is not  affiliated  with
      either the Issuer or the Holder of any Warrant.

            "Issuer" means Cyberlux Corporation,  a Nevada corporation,  and its
      successors.

            "Majority  Holders"  means  at any  time  the  Holders  of  Warrants
      exercisable  for a majority of the shares of Warrant Stock  issuable under
      the Warrants at the time outstanding.

            "Original Issue Date" means December 31, 2003.

            "OTC Bulletin Board" means the over-the-counter  electronic bulletin
      board.

            "Other  Common"  means any other  Capital Stock of the Issuer of any
      class which shall be authorized at any time after the date of this Warrant
      (other than Common Stock) and which shall have the right to participate in
      the  distribution of earnings and assets of the Issuer without  limitation
      as to amount.

            "Outstanding  Common Stock" means,  at any given time, the aggregate
      amount of  outstanding  shares of Common Stock,  assuming  full  exercise,
      conversion or exchange (as applicable) of all options,  warrants and other
      Securities which are convertible into or exercisable or exchangeable  for,
      and  any  right  to  subscribe  for,  shares  of  Common  Stock  that  are
      outstanding at such time.

            "Person"  means  an  individual,   corporation,   limited  liability
      company,   partnership,   joint  stock  company,   trust,   unincorporated
      organization,  joint  venture,  Governmental  Authority or other entity of
      whatever nature.

            "Per  Share  Market  Value"  means  on any  particular  date (a) the
      closing  bid  price for a share of  Common  Stock in the  over-the-counter
      market, as reported by the OTC Bulletin Board or in the National Quotation
      Bureau  Incorporated or similar  organization or agency  succeeding to its


                                       14
<PAGE>

      functions of reporting  prices) at the close of business on such date,  or
      (b) if the Common Stock is not then reported by the OTC Bulletin  Board or
      the National  Quotation Bureau  Incorporated  (or similar  organization or
      agency succeeding to its functions of reporting prices),  then the average
      of the  "Pink  Sheet"  quotes  for  the  relevant  conversion  period,  as
      determined in good faith by the holder,  or (c) if the Common Stock is not
      then  publicly  traded the fair market value of a share of Common Stock as
      determined  by the  Board  in good  faith;  provided,  however,  that  the
      Majority Holders,  after receipt of the determination by the Board,  shall
      have  the  right  to  select,  jointly  with the  Issuer,  an  Independent
      Appraiser, in which case, the fair market value shall be the determination
      by  such   Independent   Appraiser;   and   provided,   further  that  all
      determinations  of the Per  Share  Market  Value  shall  be  appropriately
      adjusted  for  any  stock   dividends,   stock  splits  or  other  similar
      transactions  during such period.  The  determination of fair market value
      shall be based upon the fair market  value of the Issuer  determined  on a
      going concern  basis as between a willing  buyer and a willing  seller and
      taking into account all relevant factors determinative of value, and shall
      be final and binding on all parties.  In determining the fair market value
      of any  shares of Common  Stock,  no  consideration  shall be given to any
      restrictions  on transfer of the Common  Stock  imposed by agreement or by
      federal or state  securities  laws,  or to the existence or absence of, or
      any limitations on, voting rights.

            "Purchase Agreement" means the Series A Convertible  Preferred Stock
      Purchase Agreement dated as of December 31, 2003, among the Issuer and the
      investors a party thereto.

            "Securities"  means any debt or  equity  securities  of the  Issuer,
      whether now or hereafter  authorized,  any instrument  convertible into or
      exchangeable  for  Securities  or a Security,  and any option,  warrant or
      other right to purchase or acquire any Security.  "Security"  means one of
      the Securities.

            "Securities  Act" means the Securities  Act of 1933, as amended,  or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting  Stock  shall at the time be owned  directly or  indirectly  by the
      Issuer or by one or more of its Subsidiaries,  or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      the OTC  Bulletin  Board,  or (b) if the Common Stock is not traded on the
      OTC  Bulletin  Board,  a day on which  the  Common  Stock is quoted in the
      over-the-counter  market as  reported  by the  National  Quotation  Bureau
      Incorporated  (or  any  similar  organization  or  agency  succeeding  its
      functions of reporting prices); provided,  however, that in the event that
      the  Common  Stock is not  listed  or  quoted  as set  forth in (a) or (b)
      hereof,  then Trading Day shall mean 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 are authorized or required by law or
      other government action to close.


                                       15
<PAGE>

            "Voting  Stock"  means,  as  applied  to the  Capital  Stock  of any
      corporation,  Capital Stock of any class or classes  (however  designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing  body) of such  corporation,
      other than Capital Stock having such power only by reason of the happening
      of a contingency.

            "Warrants"  means  the  Warrants  issued  and sold  pursuant  to the
      Purchase Agreement,  including,  without limitation, this Warrant, and any
      other  warrants of like tenor issued in  substitution  or exchange for any
      thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or
      of any of such other Warrants.

            "Warrant  Price"  initially  means U.S. $1.05, as such Warrant Price
      may be adjusted  from time to time as shall  result  from the  adjustments
      specified in this Warrant, including Section 4 hereto.

            "Warrant  Share Number"  means at any time the  aggregate  number of
      shares of Warrant Stock which may at such time be purchased  upon exercise
      of  this  Warrant,  after  giving  effect  to all  prior  adjustments  and
      increases  to such  number  made or  required  to be made  under the terms
      hereof.

            "Warrant  Stock" means Common Stock  issuable  upon  exercise of any
      Warrant or  Warrants  or  otherwise  issuable  pursuant  to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

                        (A)   the  Issuer  shall make any  distributions  to the
                              holders of Common Stock; or

                        (B)   the Issuer  shall  authorize  the  granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or other rights; or

                        (C)   there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                        (D)   there shall be any capital  reorganization  by the
                              Issuer; or

                        (E)   there  shall be any (i)  consolidation  or  merger
                              involving  the  Issuer or (ii) sale,  transfer  or
                              other  disposition of all or substantially  all of
                              the Issuer's property,  assets or business (except
                              a merger  or  other  reorganization  in which  the
                              Issuer shall be the surviving  corporation and its
                              shares  of  Capital  Stock  shall  continue  to be
                              outstanding    and    unchanged   and   except   a
                              consolidation,  merger,  sale,  transfer  or other
                              disposition involving a wholly-owned  Subsidiary);
                              or


                                       16
<PAGE>

                        (F)   there   shall  be  a  voluntary   or   involuntary
                              dissolution,  liquidation  or  winding-up  of  the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the record date or effective date for the event  specified in
such notice.

      11. Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 10 without the consent of the Holder of this Warrant.

      12.  Governing  Law.  THIS WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

      13.  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.,  eastern time, on a
Trading Day, (ii) the Trading 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., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading 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 the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, 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


                                       17
<PAGE>

Copies of notices to the Issuer 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.  Copies of notices to the Holder shall be sent to Jenkens &
Gilchrist  Parker Chapin LLP, 405 Lexington  Avenue,  New York,  New York 10174,
Attention:  Christopher S. Auguste,  Facsimile No.:  (212)  704-6288.  Any party
hereto may from time to time  change its  address for notices by giving at least
ten (10) days written notice of such changed address to the other party hereto.

      14.  Warrant  Agent.  The Issuer may, by written  notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      16.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

      17.  Modification and Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

      18.  Headings.  The  headings  of the  Sections  of this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


                                       18
<PAGE>

         IN WITNESS WHEREOF, the Issuer has executed this Series B Warrant as of
the day and year first above written.


                                    CYBERLUX CORPORATION



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


                                       19
<PAGE>

                                  EXERCISE FORM
                                SERIES B WARRANT
                              CYBERLUX CORPORATION

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to purchase  _____  shares of Common  Stock of Cyberlux
Corporation covered by the within Warrant.

Dated: _________________            Signature  _________________________________

                                    Address    _________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature  _________________________________

                                    Address    _________________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature  _________________________________

                                    Address    _________________________________


                                       20

<PAGE>

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                       21