exv10w5



 







Exhibit 10.5




SEVENTH AMENDMENT TO OFFICE LEASE AGREEMENT




     THIS SEVENTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Seventh Amendment”) is made
and entered into the ___day of October, 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”); (v) that certain Fifth Amendment to Office Lease Agreement dated August 18, 2003
(the “Fifth Amendment”); and (vi) that certain Sixth Amendment to Office Lease Agreement March 16,
2005 (the “Sixth Amendment”) (the Original Lease, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment and this Seventh Amendment are
hereinafter collectively referred to as the “Lease”), by and between Landlord and Tenant,
Landlord has leased to Tenant certain premises located at 12701 Fair Lakes Circle, Fairfax,
Virginia 22033, as more particularly described in the Lease; and



     B. Tenant desires to consolidate its entire operations to Suite 550 and to vacate the
remaining leased premises; and



     C. Landlord and Tenant have agreed to amend certain terms and provisions of the Lease as
provide herein, subject to approval by the United States Bankruptcy Court for the Eastern District
of Virginia.



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




	 	1.	 	All capitalized terms used in this Seventh Amendment shall, unless
specifically defined herein, have the same meaning and definition as used in the
Lease.
	 
	 	2.	 	On or before October 31, 2005 Tenant shall vacate its leased premises on the
first floor of the Building and which is known as Suite 160 and Suite 155 (the
“Surrendered Space”). On the later of October 31, 2005 or the




 









 






	 	 	 	date Tenant actually vacates the Surrendered Space to Landlord in accordance with
the Lease, the Lease shall terminate as to the Surrendered Space. Time is of the
essence.
	 
	 	3.	 	Tenant shall continue to lease from Landlord 11,305 square feet of the Fifth
Floor and which is known as Suite 550 (the “Assumed Space”). Tenant agrees to accept
the Assumed Space in its “as is” and “where is” condition and Landlord shall have no
obligation to make any improvements or modifications whatsoever to such premises or to
the Building.
	 
	 	4.	 	Tenant’s Base Rent for the Assumed Space during the remainder of the Term
shall be $25,671.77 per month, which amount is based on $27.25 per square foot of
Rentable Area comprising the Assumed Space. Tenant shall continue to pay Additional
Rent for the Assumed Space in accordance with the Lease.
	 
	 	5.	 	The Expiration Date of the Lease shall remain January 31, 2006 (“Lease
Expiration Date”) as set forth in the Sixth Amendment. Tenant shall vacate the
Assumed Space in accordance with the Lease no later than the Lease Expiration Date.
	 
	 	6.	 	Except as expressly modified by this Seventh Amendment, the Lease remains
unchanged and in full force and effect.





     IN WITNESS HEREOF, Landlord and Tenant have executed this Seventh 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:	 	 
	 

	 	 	 	 	 	 





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	 	 	TENANT:
	 
	 	 	 	 	 	 
	 	 	XYBERNAUT CORPORATION, formerly known as Computer
Products and Services, Inc., a Delaware
corporation
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






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