0000721295-05-000032 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of November 3, 2005, by and between Cyber Digital, Incorporated, a corporation organized under the laws of State of New York, with its principal executive office at 400 Oser Avenue, Hauppauge, NY 11788 (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Boston, MA 02116 (the "Holder").

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CYBER DIGITAL, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Delaware

The undersigned, Cyber Digital, Inc., a New York corporation (the "COMPANY"), hereby agrees with US EURO Securities, Inc. (the "PLACEMENT AGENT") and Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows:

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STOCK OPTION AGREEMENT
Option Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • New York

OPTION AGREEMENT, dated as of this 29th day of August , 2005 between CYBER DIGITAL, INC. (the "Company") and April Frisby of Weed & Co. LLP (the "Optionee").

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INVESTMENT AGREEMENT
Investment Agreement • November 7th, 2005 • Cyber Digital Inc • Telephone & telegraph apparatus • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November 3, 2005 by and between Cyber Digital, Incorporated, a New York corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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PROMISSORY NOTE
Cyber Digital Inc • November 7th, 2005 • Telephone & telegraph apparatus • New York
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