**Exhibit 10.46**
**FORM OF PROMISSORY NOTE**  $1,026,708As of December 31, 2001
      For value received, the undersigned, EDWARD G. NEWMAN (the “Maker”),hereby promises to pay to Xybernaut Corporation, a Delaware corporation (the“Holder”), at the office of the Holder or at such other place as the Holder maydesignate in writing, the principal sum of ONE MILLION TWENTY-SIX THOUSANDSEVEN HUNDRED EIGHT ($1,026,708), together with interest on the unpaidprincipal amount of this Note as set forth herein.
      1. Principal and Interest. The outstanding principal amount of this Noteshall be payable in full, together with accrued interest thereon on December31, 2002 (the “Maturity Date”). Interest on the outstanding principal amountof this Note shall accrue, in arrears, at the rate per annum equal to the sixpercent (6%), calculated on the basis of a year three hundred and sixty (360)days. Accrued interest shall be paid semi-annually and on the Maturity Date.In lieu of paying the accrued interest in cash, at the option of the makers,other than the amount of interest due on the maturity date or upon theacceleration of this note, the accrued interest shall be capitalized an addedto the outstanding principal amount of this note.
      2. Prepayment. The Maker may prepay all or a portion of the outstandingprincipal amount of this Note, at any time and from time to time, withoutpremium or penalty, be accompanied by the payment of accrued interest on theamount of principal being paid.
      3. Security. The obligations of the Maker under this Note are securedpursuant to the terms of a pledge agreement, dated the date hereof, between theMaker and the Holder (the “Pledge Agreement”). Pursuant to the pledgeagreement, the maker has pledged 250,000 shares of common stock, par value$0.01 per share of the Xybernaunt Corporation (the “Pledged Shares”), to securethe obligations of the Maker under this Note and the Pledge Agreement.
      4. Events of Default. The occurrence at any time of any one or more ofthe following events shall constitute an “Event of Default” under this Note:(a) the Maker’s failure to pay the principal of, or interest on, this Note orother amount payable under this Note as and when due and payable; (b) a breachby the Maker of any of the Maker’s representations, warranties, agreements,covenants or obligations under the Pledge Agreement; (c) the appointment of anexecutor or similar official over all or substantially all of the property orassets of the Maker; (d) the commencement of any proceeding under any provisionof the Bankruptcy Code of the United States, as now in existence or hereafteramended, or of any other proceeding under any federal or state law, nowexisting or hereafter in effect, relating to bankruptcy, reorganization,insolvency, liquidation or otherwise, for the relief of debtors or readjustment ofindebtedness, by or against the Maker and in the case of the commencement ofinvoluntary proceedings, such proceedings shall not be stayed or dismissedwithin thirty (30) days after the commencement thereof; (e) the Maker shall (i)die, (ii) admit in writing the Maker’s inability to

 

pay his debts as theybecome due, or (iii) make a general assignment for the benefit of the Maker’screditors; or (f) the termination of the Maker’s employment with the Holder,other than a termination of the Maker’s employment with the Holder under theMaker’s then current employment agreement “without cause” or for “good reason”(as these terms are defined in such employment agreement) or as a result of theMaker’s death.
      5. Effect of Default. The Maker agrees that upon the occurrence andcontinuance of an Event of Default, the entire outstanding principal amounthereof together with accrued interest thereon shall, at the option of theHolder, be immediately due and payable without presentment, demand, protest ornotice, all of which, to the fullest extent permitted by applicable law, arehereby expressly unconditionally and irrevocably waived by the Maker. Failureto exercise such option shall not constitute a waiver of the right to exercisethe same during the continuance of such Event of Default or in the event of theoccurrence of any subsequent Event of Default.
      6. Transfer. This Note may not be transferred, sold, pledged,hypothecated or assigned by the Holder nor may the Holder grant a securityinterest in this Note to any of its lenders or other third parties, withoutthe prior written consent of the maker, which consent may be granted orwithheld by the maker in the Maker’s sole discretion.
      7. Replacement. Upon receipt of a duly executed, notarized and unsecuredwritten statement from the Holder with respect to the loss, theft ordestruction of this Note (or any replacement hereof), and without requiring anindemnity bond or other security to be issued by the holder, or, in the case ofa mutilation of this Note, upon surrender and cancellation of such Note, theMaker shall issue a new Note, of like tenor and amount, in lieu of such lost,stolen, destroyed or mutilated Note.
      8. Enforcement Expenses. The Maker shall pay all costs and expensesincurred by the Holder in connection with the enforcement of this Note,including, without limitation, all reasonable attorneys’ fees and expenses.
      9. Waiver, etc. Failure by the Holder to insist upon the strictperformance by the Maker of any terms and provisions herein shall not be deemedto be a waiver of any terms and provisions herein, and the Holder shall retainthe right thereafter to insist upon strict performance by the Maker of any andall terms and provisions of this Note or any document securing the repayment ofthis Note. Any waiver of this Note shall be in writing and executed by theMaker. Any such waiver shall be limited to the instance and purpose for whichit is given. This Note may not be amended, modified or altered, except by aninstrument in writing executed by each of the Maker and the Holder.
      10. Limited Recourse. Notwithstanding anything to the contrary set forthherein, this Note shall be not to be recourse to the Maker and the Holderhereof shall only have recourse to the Pledged Shares with respect to thepayment of the principal of, and accrued interest on, this note, except uponthe failure of the Pledged Shares to satisfy such amount upon the Maturity Dateor upon the acceleration of this Note upon the occurrence of an Event ofDefault.
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      11. Governing Law. This Note shall be governed by and construed inaccordance with the laws of the Commonwealth of Virginia (without regard toprinciples of conflicts of law provisions). This Note shall not be construedor interpreted with any presumption against the party that caused this Note tobe drafted.
      IN WITNESS WHEREOF, the undersigned has executed this Note as of the dayand year first above written.  ____________________________________________