exv10w4



 







Exhibit 10.4




SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Sixth Amendment”) is made and
entered into this 16th day of March, 2005 (the “Effective Date”) 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”); (iii) that certain Third
Amendment to Office Lease Agreement dated July 28, 1998 (the “Third Amendment”); (iv) that
certain Fourth Amendment to Office Lease Agreement dated December 13, 2001 (the “Fourth
Amendment”); and (v) that certain Fifth Amendment to Office Lease Agreement dated August 18,
2003 (the “Fifth Amendment”), (the Original Lease, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment and Fifth 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 Sixth 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 as
provide herein.



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




	 	1.	 	As of the Effective Date of this Sixth Amendment, the Expiration Date of the
Lease shall be changed from March 31, 2005 to January 31, 2006. The period commencing
on April 1, 2005 and expiring on January 31, 2006 shall be known as the Second
Extension Term.
	 
	 	2.	 	Tenant shall continue to lease the existing Premises for the Second Extension
Term which Premises is comprised of 16,309 square feet of Rentable Area, consisting of
11,305 square feet on the Fifth Floor, known as Suite 550, 3,350 square feet on the
First Floor, known as Suite 160, and 1,654 square feet on the First Floor, known as
Suite 155.




 









 






	 	3.	 	Tenant agrees to accept the Premises in its “as is” and “where is” condition
for the Second Extension Term and Landlord shall have no obligation to make any
improvements or modifications to the Premises or to the Building.
	 
	 	4.	 	Base Rent for the Extension Term shall be $444,420.25 per year ($37,035.02
per month), which amount is based on $27.25 per square foot of Rentable Area
comprising Suite 550, Suite 160 and Suite 155 (16,309 total square feet).
	 
	 	5.	 	The Base Rent set forth in Paragraph 4 above shall remain unchanged for the
Second Extension Term and shall not be subject to adjustment. As a result, Sections
3.02, 4.01 and 4.02 of Exhibit C to the Original Lease shall be null and void for the
Second Extension Term.





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



     IN WITNESS HEREOF, Landlord and Tenant have executed this Sixth 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:
	 	/s/ James W. Todd
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	James W. Todd
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 	 	 
	 	 	XYBERNAUT CORPORATION, formerly known as Computer
Products and Services, Inc., a Delaware
corporation
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ E. Newman
	 	 	 	 	 
	 	 	Name:	 	E. Newman
	 	 	 	 	 
	 	 	Title:	 	Chairman & CEO
	 	 	 	 	 






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