EXHIBIT 10.1 COMPENSATION AGREEMENT

EXHIBIT 10.1

                             COMPENSATION AGREEMENT

This   Compensation   Agreement   is dated as of   December   2, 2005 among   Cyberlux

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

stated, it is agreed as