Executive Employment Agreement
This agreement of employment is effective as of January 1, 2003, by and between Cyberlux Corporation
("Employer") and David D. Downing ("Executive Employee").
For good and valuable consideration, receipt of which is hereby acknowledged, the Employer (hereinafter "the
Company" or "Cyberlux") employs the Executive Employee in accordance with the following terms and
1. The Executive Employee shall perform the following duties and fulfill the following responsibilities: (a), the
Executive Title shall be Treasurer, Chief Financial Officer (hereinafter "CFO"); (b) duties shall extend to
management of the Company's financial operations including all accounting procedures, internal audit, timely filing
of reports with the SEC or other governmental agencies, cash flow forecasting and capital accumulation planning.
The CFO reports directly to the President/CE0.
2. The CFO's employment under this agreement shall commence on January 1, 2003 and shall terminate on June
30, 2008. The CFO's contract of employment may otherwise terminate upon occurrence of any of the following
events: (a) death or disability of the CFO; (b) failure of the CFO to perform his duties satisfactorily due to ill
health or consensus of the Board of Directors; or (c) voluntary withdrawal from office after nomination of a duly
qualified successor. In the event of (a) death or disability, the Company will have provided for insurance or other
funding source to pay to the spouse of the CFO a minimum of $204,000 or an amount equal to twice the CFO's
annual salary, including allowances and/or bonuses; (b) failure to perform due to ill health, the Company will have
provided for disability insurance or other funding sources to pay the disabled CFO 65% of his salary, including
allowances and/or bonuses, that were in effect at the time of his disability through the remaining term of this
contract; and (c) voluntary withdrawal, the Company will have provide