exv10w2



 






Exhibit 10.2




FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Fourth Amendment”) is made and
entered into this 13th day of December, 2001 between HYATT PLAZA LIMITED PARTNERSHIP, a Virginia
limited partnership (“Landlord”), and XYBERNAUT CORPORATION, a Delaware corporation,
formerly known as Computer Products and Services, Inc. (“Tenant”), with reference to the
following:



RECITALS




     A. Pursuant to the terms of that certain Office Lease Agreement dated November 1, 1994 (the
“Original Lease”), as amended by (i) that certain First Amendment to Office Lease Agreement
dated July 1, 1997 (the “First Amendment”); (ii) that certain Second Amendment to Office
Lease Agreement dated April 30, 1998 (the “Second Amendment”); and (iii) that certain Third
Amendment to Office Lease Agreement dated July 28, 1998 (the “Third Amendment”), (the
Original Lease, First Amendment, Second Amendment and Third Amendment are hereinafter collectively
referred to as the “Lease”), by and between Landlord and Tenant, Landlord has leased to
Tenant certain premises, more particularly described therein. All capitalized terms used in this
Fourth Amendment shall, unless defined herein, have the same meaning and definition as used in the
Lease.



     B. Landlord and Tenant have agreed to amend certain terms and provisions of the Lease.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant agree as follows:



     1. Commencing as of October 1, 2001 (the “Fourth Amendment Commencement Date”),
Landlord and Tenant hereby agree to expand the Premises by adding an additional 3, 350 square feet
of Rentable Area located on the first (1st) floor of the Building, more commonly known
as Suite 160 (the “Fourth Amendment Space”), as the same is more fully described and set
forth on Exhibit “A” attached hereto and made a part hereof and made a part hereof by this
reference. Tenant shall continue to lease the existing Premises comprised of 1,654 square feet of
Rentable Area on the first floor, Suite 155, and 11,305 square feet on Rentable Area on the fifth
floor, Suite 550. The Expiration Date with respect to the Fourth Amendment Space shall be the
Expiration Date as defined in the Lease, which is acknowledged to be September 30, 2003.



     2. The Base Rent for the Fourth Amendment Space shall be the Adjusted Rent on a per square
foot basis in effect under the Lease as of October 1, 2001, for Suite 550, subject to adjustment
pursuant to Section 3.02 of the Lease as modified by the Third Amendment, multiplied by the square
feet of rentable area comprising the Fourth



 









 







Amendment Space. The Adjusted Rent as of October 1, 2001 is acknowledged to be $26.89 per
square foot. In addition to the Adjusted Rent as regards the Fourth Amendment Space, Tenant shall
pay as Additional Rent it’s proportionate share of Operating Expenses and Real Estate Taxes as set
forth in the Lease. As of the Fourth Amendment Commencement Date, Tenant’s proportionate share of
Operating Expenses and Real Estate Taxes are $1.03 and $0.19, respectively, per square foot of
Rentable Area in the Premises, subject to adjustment pursuant to Sections 4.01 and 4.02 of the
Lease.



     3. Tenant agrees to accept the Premises in its “as is” and “where is” condition, and Landlord
shall have no obligation to make any improvements or modifications to the Premises, including,
without limitation, the Fourth Amendment Space.



     4. From and after the Fourth Amendment Commencement Date, the following terms shall have the
following meanings:



          (a) Rentable Area of the Premises: 16,309 square feet (5,004 square feet located on
the first (1st) floor, and 11,305 square feet located on the fifth (5th)
floor if the Building as the same is more particularly shown on Exhibit “A” attached hereto
and made a part hereof.



          (b) Rentable Area of the Building: 253,392 square feet



          (c) Rentable Area of the Premises: 16,309 square feet



          (d) Tenant’s Proportionate Share: 6.44%



     5. Except as expressly modified by this Fourth Amendment, the Lease remains unchanged and in
full force and effect.



[Signatures continued on next page]




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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 	 	 
	 	 	HYATT PLAZA LIMITED PARTNERSHIP, a Virginia

limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	FAIR LAKES HYATT LIMITED PARTNERSHIP, a

Virginia limited partnership, its general

partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Fair Lakes of Virginia, Inc., a
Virginia corporation, its general
partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:

Name:

Title:
	 	/s/ James W. Todd
 

James W. Todd
 

Vice President
 

	 
	 	 	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 	 	 
	 	 	XYBERNAUT CORPORATION, formerly known as Computer
Products and Services, Inc., a Delaware
corporation
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Edward G. Newman
	 	 	 	 	 

	 	 	Name:	 	Edward G. Newman
	 	 	 	 	 

	 	 	Title:	 	 President
	 	 	 	 	 








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