CYBERLUX CORP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>v01197_ex10-5.txt
<TEXT>

                                                                    EXHIBIT 10.5

                                LOCK-UP AGREEMENT

      THIS  AGREEMENT  (this  "Agreement"),dated  as of December 31, 2003 by and
among Donald F. Evans,  Mark D.  Schmidt,  Alan H.  Ninneman,  John W. Ringo and
David D. Downing (collectively,  the "Shareholders") and Cyberlux Corporation, a
Nevada corporation (the "Company").

      WHEREAS,  to induce certain investors (the "Investors") to enter into that
certain Series A Convertible  Preferred Stock Purchase Agreement dated as of the
date  hereof  (the  "Purchase  Agreement")  by and  among  the  Company  and the
Investors,  the  Shareholders  have  agreed not to sell any shares of the common
stock,  par value  $.001  per  share,  of the  Company  that  such  Shareholders
presently  own (the "Common  Stock"),  except in  accordance  with the terms and
conditions set forth herein.

      NOW,   THEREFORE,   in  consideration  of  the  covenants  and  conditions
hereinafter contained, the parties hereto agree as follows:

      1. Restriction on Transfer;  Term. The Shareholders  hereby agree with the
Company that the Shareholders will not offer,  sell,  contract to sell,  assign,
transfer,  hypothecate,  pledge or grant a security  interest  in, or  otherwise
dispose  of,  or enter  into any  transaction  which is  designed  to,  or might
reasonably  be  expected  to,  result in the  disposition  of (whether by actual
disposition  or  effective  economic  disposition  due  to  cash  settlement  or
otherwise  by the  Company  or any  affiliate  of the  Company  or any person in
privity  with  the  Company  or any  affiliate  of  the  Company),  directly  or
indirectly, any of the shares of Common Stock for a period of one hundred eighty
(180) days following the date of this Agreement (the "Period").

      2. Ownership.  During the Period, the Shareholders shall retain all rights
of ownership in the Common Stock, including,  without limitation,  voting rights
and the right to receive any dividends,  if any, that may be declared in respect
thereof.

      3.  Company  and  Transfer  Agent.  The  Company is hereby  authorized  to
disclose the existence of this Agreement to its transfer agent.  The Company and
its transfer agent are hereby  authorized to decline to make any transfer of the
Common  Stock if such  transfer  would  constitute a violation or breach of this
Agreement and the Purchase Agreement.

      4. Notices. All notices,  demands,  consents,  requests,  instructions and
other communications to be given or delivered or permitted under or by reason of
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated  hereby shall be in writing and shall be deemed to be delivered and
received by the intended recipient as follows: (i) if personally  delivered,  on
the business day of such  delivery (as  evidenced by the receipt of the personal
delivery  service),  (ii) if mailed  certified or registered mail return receipt
requested,  four (4)  business  days after being  mailed,  (iii) if delivered by
overnight courier (with all charges having been prepaid), on the business day of
such delivery (as evidenced by the receipt of the overnight  courier  service of
recognized  standing),  or (iv) if delivered by facsimile  transmission,  on the
business  day of such  delivery  if sent by 6:00  p.m.  in the time  zone of the

<PAGE>

recipient,  or if sent after that time, on the next succeeding  business day (as
evidenced  by the  printed  confirmation  of delivery  generated  by the sending
party's  telecopier  machine).  If  any  notice,   demand,   consent,   request,
instruction  or other  communication  cannot be  delivered  because of a changed
address of which no notice was given (in accordance with this Section 4), or the
refusal to accept same, the notice,  demand,  consent,  request,  instruction or
other  communication  shall be deemed  received on the second  business  day the
notice is sent (as  evidenced  by a sworn  affidavit  of the  sender).  All such
notices, demands, consents, requests, instructions and other communications will
be sent to the following addresses or facsimile numbers as applicable.

                  If to the Company:

                           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

                  With a copies to:

                           John W. Ringo, Esq.
                           Attorney at Law
                           241 Lamplighter Lane
                           Marietta, GA 30067
                           Tel. No.:  (770) 952-1904
                           Fax No.: (770) 952-0894

                           and to:

                           Jenkens & Gilchrist Parker Chapin LLP
                           The Chrysler Building,
                           405 Lexington Avenue
                           New York, New York 10174
                           Telephone: (212) 704-6000
                           Facsimile: (212) 704-6288
                           Attention: Christopher S. Auguste, Esq.

               If to any of the Shareholders, addressed to such Shareholder at:

                           c/o Cyberlux Corporation
                           50 Orange Road
                           P.O. Box 2010
                           Pinehurst, N.C. 28370
                           Tel. No.: (910) 235-0066
                           Fax No.:  (910) 235-0933

<PAGE>

or to such other  address as any party may specify by notice  given to the other
party in accordance with this Section 4.

      5.  Amendment.  This  Agreement may not be modified,  amended,  altered or
supplemented,  except by a written  agreement  executed  by each of the  parties
hereto.

      6. Entire Agreement.  This Agreement contain the entire  understanding and
agreement of the parties  relating to the subject  matter hereof and  supersedes
all prior and/or  contemporaneous  understandings and agreements of any kind and
nature (whether  written or oral) among the parties with respect to such subject
matter, all of which are merged herein.

      7.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed in that state,  without  regard to any of its  principles of
conflicts  of laws or other laws which would  result in the  application  of the
laws of another jurisdiction.  This Agreement shall be construed and interpreted
without regard to any presumption against the party causing this Agreement to be
drafted.

      8. Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY  UNCONDITIONALLY  AND
IRREVOCABLY  WAIVES  THE  RIGHT  TO A  TRIAL  BY  JURY  IN ANY  ACTION,  SUIT OR
PROCEEDING  ARISING  OUT OF OR RELATING TO THIS  AGREEMENT  OR THE  TRANSACTIONS
CONTEMPLATED  HEREBY.  EACH  OF  THE  PARTIES  UNCONDITIONALLY  AND  IRREVOCABLY
CONSENTS TO THE  EXCLUSIVE  JURISDICTION  OF THE COURTS OF THE STATE OF NEW YORK
LOCATED  IN NEW YORK  COUNTY AND THE  FEDERAL  DISTRICT  COURT FOR THE  SOUTHERN
DISTRICT OF NEW YORK WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING  ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED  HEREBY,  AND
EACH OF THE PARTIES HEREBY  UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY OBJECTION
TO VENUE IN NEW YORK COUNTY OR SUCH  DISTRICT,  AND AGREES  THAT  SERVICE OF ANY
SUMMONS,  COMPLAINT,  NOTICE OR OTHER PROCESS  RELATING TO SUCH SUIT,  ACTION OR
OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 4.

      9. Severability. The parties agree that if any provision of this Agreement
be held to be  invalid,  illegal  or  unenforceable  in any  jurisdiction,  that
holding shall be effective only to the extent of such  invalidity,  illegally or
unenforceability  without invalidating or rendering illegal or unenforceable the

<PAGE>

remaining   provisions   hereof,   and  any  such   invalidity,   illegally   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.  It is the intent of the
parties that this Agreement be fully enforced to the fullest extent permitted by
applicable law.

      10.  Binding  Effect;  Assignment.  This  Agreement  and  the  rights  and
obligations  hereunder may not be assigned by any party hereto without the prior
written  consent of the other parties  hereby.  This Agreement  shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors and permitted assigns.

      11. Headings. The section headings contained in this Agreement (including,
without limitation, section headings and headings in the exhibits and schedules)
are inserted  for  reference  purposes  only and shall not affect in any way the
meaning,  construction or interpretation of this Agreement. Any reference to the
masculine,  feminine, or neuter gender shall be a reference to such other gender
as is appropriate.  References to the singular shall include the plural and vice
versa.

      12. Third  Parties.  Except as  expressly  permitted by Section 10 hereof,
nothing  herein is intended or shall be  construed to confer upon or give to any
person, firm or entity, other than the parties hereto, any rights, privileges or
remedies under or by reason of this Agreement.

      13.  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, and all of which, when
taken together, shall constitute one and the same document. This Agreement shall
become effective when one or more counterparts,  taken together, shall have been
executed and delivered by all of the parties.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first written above herein.

                                            CYBERLUX CORPORATION


                                            By:
                                                --------------------------------
                                                Name: Donald F. Evans
                                                Title:   President

                                            SHAREHOLDER


                                            By:
                                                --------------------------------
                                                Name: Donald F. Evans
                                                Title:   Shareholder

                                            SHAREHOLDER


                                            By:
                                                --------------------------------
                                                Name: Mark D. Schmidt
                                                  Title:   Shareholder

                                            SHAREHOLDER


                                            By:
                                                --------------------------------
                                                Name: Alan H. Ninneman
                                                  Title:   Shareholder
                                            SHAREHOLDER


                                            By:
                                                --------------------------------
                                                Name: John W. Ringo
                                                  Title:   Shareholder

<PAGE>

                                            SHAREHOLDER


                                            By:
                                                --------------------------------
                                                Name: David D. Downing
                                                Title:   Shareholder

Acknowledged and agreed:

PURCHASER


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

PURCHASER


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



</TEXT>
</DOCUMENT>
