**Exhibit 10.47**
**FORM OF PLEDGE AGREEMENT**
      PLEDGE AGREEMENT dated as of December 31, 2001 (this “Agreement”), by andbetween Edward G. Newman (the “Pledgor”), and Xybernaut Corporation, a Delawarecorporation (the “Secured Party”).
      Reference is made to that certain promissory note dated even date herewithin the principal amount of $1,026,708, made by the Pledgor and payable to theorder of the Secured Party (the “Note”). The Note evidences a loan by theSecured Party in the principal amount of the Note. This Agreement is thePledge Agreement referred to in the Note.
      NOW THEREFORE, in consideration of the premises, and in order to inducethe Secured Party to make the loan to the Pledgor evidenced by the Note, thePledgor hereby agrees with the Secured Party as follows:
      1. Pledge and Security Interest.
      (a) The Pledgor hereby pledges to the Secured Party and hereby grants tothe Secured Party a first priority lien on, and security interest in, all hisright, title and interest in and to the shares of capital stock of the SecuredParty, owned by the Pledgor and which are set forth on Schedule A attachedhereto (the “Pledged Shares”), and all proceeds of the Pledged Shares,including, without limitation, all cash, securities or other propertydistributed in respect of or in exchange for any or all such Pledged Shares(together with the Pledged Shares, the “Pledged Collateral”), as security forthe prompt and complete payment when due of all amounts payable to the SecuredParty under the Note and this Agreement (collectively, the “Obligations”).
      (b) The Pledgor agrees to deliver promptly or cause to be delivered to theSecured Party all Pledged Shares, and any and all certificates or otherinstruments or documents representing any of the Pledged Collateral (togetherwith any necessary endorsement). All Pledged Shares delivered to the SecuredParty shall be accompanied by undated stock or bond powers duly executed inblank or other instruments of transfer satisfactory to the Secured Party and bysuch other instruments and documents as the Secured Party may reasonablyrequest.
      (c) This Agreement constitutes a security agreement under Article 9 of theUniform Commercial Code as in effect in the Commonwealth of Virginia, as thesame may be amended from time to time (the “UCC”), with respect to the PledgedCollateral.
      2. Voting Rights; Attorney-in-Fact. So long as no Event of Default (assuch term is defined in the Note) shall have occurred and be continuing, thePledgor shall be entitled to exercise all voting rights pertaining to thePledged Shares and to give consents, waivers and ratifications in respectthereof. After the occurrence and during the continuance of an Event ofDefault, the Secured Party shall have the exclusive right to vote any and allof the Pledged Shares and to give consents, waivers and ratifications inrespect thereof, and the Pledgor shall deliver to the Secured Party suchproxies or other documents and instruments as the Secured Party may request to furthereffectuate the foregoing. For these purposes, the Pledgor designates

 

andappoints the Secured Party as the Pledgor’s agent and attorney-in-fact forpurposes of executing such documents and instruments as the Secured Party mayconsider necessary or appropriate for purposes of implementing this Agreement.The foregoing designation and appointment is irrevocable and coupled with aninterest.
      3. Representations, Warranties and Covenants of the Pledgor. The Pledgorrepresents and warrants to the Secured Party that:
      (a) the execution, delivery and performance of the Note and this Agreementby the Pledgor do not violate or conflict with any law applicable to thePledgor, any order or judgment of any court or other agency or governmentalauthority applicable to the Pledgor or any of the Pledgor’s assets or anycontractual restriction binding on or affecting the Pledgor or any of hisassets;
      (b) the Pledgor has obtained all consents that are required to have beenobtained by him with respect to the Note and this Agreement (including, withoutlimitation, any consent required to be obtained from the issuer of the PledgedShares) and all such consents are in full force and effect and all conditionsof any such consents have been complied with;
      (c) the Note and this Agreement constitute the legal, valid and bindingobligations of the Pledgor, enforceable against him in accordance with theirrespective terms, subject to applicable bankruptcy, insolvency or other similarlaws affecting creditors’ rights generally and to equitable principles ofgeneral application (regardless of whether enforcement is sought in aproceeding in equity or at law); and
      (d) on the date hereof and as of the date of any future delivery ofPledged Collateral to the Secured Party and at all times until the securityinterests granted by this Agreement are terminated pursuant to Section 6hereof: (A) the Pledgor is or will be the owner of such Pledged Collateral,subject to no adverse claim (including any lien, encumbrance or claim of legalor beneficial ownership), except the lien and security interest in favor of theSecured Party; (B) the Pledgor has or will have full power, authority and legalright to pledge the Pledged Collateral to the Secured Party hereunder, and noconsent, approval or other authorization of any person or governmentalauthority is required (except those which have been obtained) in connectiontherewith; and (C) the lien of this Agreement constitutes or will constitute afirst priority perfected security interest in the Pledged Collateral in favorof the Secured Party.
      4. Rights of the Secured Party. The Secured Party shall not be liablefor failure to collect or realize upon the Pledged Collateral, or for any delayin so doing nor shall it be under any obligation to take any action whatsoeverwith regard thereto. If an Event of Default has occurred and is continuing,the Secured Party may thereafter, without notice, exercise all rights,privileges or options pertaining to any Pledged Shares as if it were theabsolute owner thereof, upon such terms and conditions as it may determine, allwithout liability except to account for property actually received by it, butthe Secured Party shall have no duty to exercise any of the aforesaid rights,privileges or options and shall not be responsible for any failure to do so ordelay in so doing.
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      16. Remedies.
      (a) Upon the occurrence and during the continuance of an Event of Default,the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below oftime and place of public or private sale), each of which demands,advertisements or notices are hereby expressly and irrevocably waived by thePledgor, may forthwith collect, receive and realize upon the Pledged Collateralor any part thereof shall have come into the Secured Party’s possession at suchtime, and may forthwith sell, assign, give option or options to purchase,contract to sell or otherwise dispose of and deliver the Pledged Collateral orany part thereof, in one or more parcels at public or private sale or sales, atany exchange, broker’s board or elsewhere upon such terms and conditions as theSecured Party may deem advisable and at such prices as the Secured Party in itssole discretion may deem advisable, with the right to the Secured Party uponany such public sale to purchase the whole or any part of the PledgedCollateral so sold. Each purchaser at any such sale, public or private, shallhold the property sold free from any claim or right on the part of the Pledgor,and the Pledgor hereby waives (to the extent permitted by law) stay andappraisal which such Pledgor now has or may at any time in the future haveunder any rule of law or statute now existing or hereafter enacted. TheSecured Party agrees that it shall give to the Pledgor, not less than ten (10)days notice (which the Pledgor agrees is reasonable notice within the meaningof Section 9-504 of the UCC) of the time and place of any public sale or of thetime at which a private sale or other intended disposition of the PledgedCollateral is to take place. The Pledgor recognizes that the Secured Party maybe unable to effect a public sale of any or all of the Pledged Collateral butmay be compelled to resort to one or more private sales thereof to a restrictedgroup of purchasers who will be obliged to agree, among other things, toacquire such securities for their own account for investment and not with aview to the distribution or resale thereof. The Pledgor acknowledges andagrees that any such private sale may result in prices and other terms lessfavorable to the seller than if such sale were a public sale and,notwithstanding such circumstances, agrees that any such private sale shall bedeemed to have been made in a commercially reasonable manner. The SecuredParty shall be under no obligation to delay a sale of any of the PledgedCollateral for the period of time necessary to permit the Pledgor to registersuch securities for public sale under applicable federal or state securitieslaws.
      (b) In addition to these rights and remedies set forth in Section 5(a)hereof, upon the occurrence and during the continuance of an Event of Default,the Secured Party shall be entitled to transfer the Pledged Shares into its ownname and assume legal ownership thereof in full satisfaction of theObligations, whereupon the Pledgor shall not have any further liability underthe Note or hereunder.
      (c) The Secured Party shall apply the net proceeds of any collection,recovery, receipt, realization or sale of the Pledged Collateral, afterdeducting all reasonable costs and expenses of every kind incurred inconnection therewith or incidental to the care, safekeeping or otherwise of anyand all of the Pledged Collateral or in any way relating to the rights of theSecured Party hereunder, including reasonable legal fees and expenses, to thepayment, in whole or in part, of all accrued but unpaid interest on the Noteand then to the outstanding principal amount of the Note.
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      (d) In addition to the rights and remedies granted to the Secured Party inthis Agreement, the Secured Party shall have all the rights and remedies of asecured party under the UCC with respect to the Pledged Collateral.
      (e) Notwithstanding anything set forth in this Agreement, should theclosing price of the shares of Common Stock, par value $0.01 per share of thePledgee ( the “Common Stock”), for five (5) trading days on the principalsecurities exchange or trading system on which the Common Stock is then tradedmultiplied by the number of shares of Common Stock then comprising the PledgedShares, the Pledgor can request the Secured Party to sell all or a portion ofthe Pledged Shares in the open market or take possession of the Pledged Shares(as designated by the Pledgor), whereupon the Secured Party shall effectuatesuch sale or take possession of the Pledged Shares, as so designated, whereuponthe Obligations shall be considered satisfied.
      6. Termination of Security Interest.
      (a) Upon the payment in full of all obligations of the Pledgor under theNote, the Secured Party shall deliver to the Pledgor all items of PledgedCollateral in the Secured Party’s possession.
      (b) Upon any delivery of Pledged Collateral to the Pledgor in accordancewith the terms of this Agreement, the lien and security interest provided forherein as to such Pledged Collateral shall immediately terminate and cease toattach thereto (if such lien and security interest has not previouslyterminated and ceased to attach).
      7. Further Assurances. The Pledgor agrees that at any time and from timeto time upon the written request of the Secured Party, the Pledgor will executeand deliver such further documents and do such further acts and things as theSecured Party may reasonably request in order to effect the purposes of thisAgreement.
      8. Severability. Any provision of this Agreement which is prohibited,unenforceable or not authorized in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition,unenforceability or non-authorization without invalidating the remainingprovisions and without affecting the validity, enforceability or legality ofsuch provision in any other jurisdiction.
      9. Waivers; Remedies Cumulative. The Secured Party shall not by any act,delay, omission or otherwise be deemed to have waived any of its rights orremedies hereunder and no waiver or amendment shall be valid unless in writing,signed by the Secured Party, and then only to the extent therein set forth. Awaiver by the Secured Party of any right or remedy hereunder on any oneoccasion shall not be construed as a bar to any right or remedy which theSecured Party would otherwise have on any future occasion. No failure toexercise nor any delay in exercising on the part of the Secured Party, anyright, power or privilege hereunder, shall operate as a waiver thereof; norshall any single or partial exercise of any right, power or privilege hereunderpreclude any other or further exercise thereof or the exercise of any otherright, power or privilege. The rights and remedies herein provided arecumulative and may be
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exercised singly or concurrently, and are not exclusiveof any rights or remedies provided by law.
      10. Amendment. This Agreement may be amended, modified or altered only byan instrument in writing executed by the Pledgor and the Secured Party.
      11. Place of Delivery and Release of Pledged Collateral and Remittances.Each delivery and release of Pledged Collateral and remittance of dividends orinterest thereon or of other amounts to the Secured Party or the Pledgorhereunder shall be made at the address for such party set forth in the preamblehereto or at such other address in the United States of America as such party mayhave last specified for such delivery or remittance by notice to the otherparty.
      12. Notices. Except as otherwise expressly provided herein, all noticesand other communications in connection with this Agreement will be sufficientif in writing and sent by hand, by certified or registered mail (with returnreceipt requested), by overnight courier or by confirmed facsimiletransmission. If delivered by hand or overnight courier, a notice orcommunication will be deemed effective on the date of delivery. If deliveredby certified or registered mail (return receipt requested), a notice orcommunication will be deemed effective four days after mailing. If sent byfacsimile transmission, a notice or communication will be deemed effective uponreceipt.
      13. Binding Effect; Applicable Law. This Agreement and all obligations ofthe Pledgor hereunder shall be binding upon the heirs, personalrepresentatives, successors and assigns of the Pledgor, and shall, togetherwith the rights and remedies of the Secured Party hereunder, inure to thebenefit of the Secured Party and its successors and assigns; provided that thePledgor may not assign all or any part of this Agreement without the priorwritten consent of the Secured Party. This Agreement is being delivered and isintended to be performed in the Commonwealth of Virginia, and shall beconstrued and enforced in accordance with, and the rights of the parties shallbe governed by the laws of the Commonwealth of Virginia, without giving effectto the principles of conflicts of laws thereunder. This Agreement shall not beinterpreted or construed with any presumption against the party that causedthis Agreement to be drafted.
      14. Counterparts. This Agreement may be executed (including by facsimilesignature) in two (2) or more counterparts, and all such counterparts takentogether shall be deemed to constitute one and the same agreement.
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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed and delivered as of the date first above stated.     ____________________________________