EXHIBIT 10.1 COMPENSATION AGREEMENT

EXHIBIT 10.1

                             COMPENSATION AGREEMENT

This Compensation Agreement is dated as of September 26, 2005 among Cyberlux

Corporation, a Delaware corporation (the "Company"), and Michael Ference

("Consultant").

         WHEREAS, the Company has requested the Consultant to provide the

Company with legal services in connection with their business, and the

Consultant has agreed to provide the Company with such legal services; and

         WHEREAS, the Company wishes to compensate the Consultant with shares of

its common stock for such services rendered;

         NOW THEREFORE, in consideration of the mutual covenants hereinafter

s