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                                                                EXHIBIT 10.31

                                  CONFIDENTIAL



       SOFTWARE DISTRIBUTION AGREEMENT BETWEEN MULTICOSM LTD ["Supplier"]
                   AND XYBERNAUT CORPORATION ["Distributor"]


1 INTRODUCTION


1.1      This is an agreement for MULTICOSM LTD to supply software products to
XYBERNAUT CORPORATION and to permit XYBERNAUT CORPORATION to act as an
authorized distributor and to license such software products to end-users.


2 DEFINITIONS

As used in this Agreement, the following definitions shall apply:

2.1      "Agreement" shall mean this Agreement between Supplier and
Distributor.

2.2      "Confidential Information" shall mean any information relating to or
disclosed in the course of the Agreement, which is designated by the disclosing
party to be confidential or proprietary to the disclosing party. "Confidential
Information" shall not include information (a) already lawfully known to the
receiving party, (b) disclosed in published materials, (c) generally known to
the public, or (d) lawfully obtained from any third party authorized by the
disclosing party to distribute the said information.

2.3      "Customer(s)" shall mean persons or entities that license Products
from Distributor for their own business, commercial or personal use, but not
for OEM sales or other re-marketing, time-sharing or service bureau use.

2.4      "Customer Agreement" shall mean a written license agreement between
Distributor and a Customer relating to the Product(s).

"Distributor" shall mean Xybernaut Corporation of Fairfax, Virginia, USA.

"Supplier" shall mean Multicosm, Ltd of Southampton, England.

2.7      "Distributor Discount Schedule" shall mean a list of applicable
distributor discounts from the license fees stated on Retail License Fee List.
The present Distributor Discount Schedule is attached as Schedule A attached to
this Agreement.

2.8      "Delivery Date" for any Product shall mean the date that Distributor
has shipped the Product to a Customer.

2.9      "Documentation" shall mean written or printed materials, and materials
in non-software media, accompanying a Product.

2.10     "Effective Date" shall mean the date upon which both parties have
signed this Agreement.

2.11     "License Fee" shall be the amount payable from Distributor to Supplier
for a license of the Product(s) in





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accordance with the terms of this Agreement.


2.12     "Primary Support" shall mean any of or all of the following services
to be provided by Distributor to Customers, more specifically addressed in
Schedule E (still to be negotiated in good faith by Supplier and Distributor):

       2.12.1    Providing the Customer with a reasonable level of assistance
       in installing the Product(s).

       2.12.2    Providing the Customer with a reasonable level of training.

       2.12.3    Providing technical advice to the Customer on using the
       Product(s) by means of telephone or on-line support.

       2.12.4    When a Customer reports a software error, accessing Supplier's
       error tracking system to determine whether the error matches an error
       previously reported and whether a software patch, a change to the
       current version of the Product, or other recommendation has been
       identified as a response to the error.

       2.12.5    Providing the Customer a reasonable level of assistance in
       installing any available software patch or version of the Product or in
       implementing any recommendation or solution to deal with software
       errors.

       2.12.6    With regard to software errors not matching those in
       Supplier's error tracking system, acquiring and using tools required to
       acquire diagnostic reports, memory dumps, and other materials, and
       providing and employing such diagnostic services as may be required by
       the circumstances or requested by Supplier to aid in resolution of
       software errors.

       2.12.7    Providing such other assistance to Supplier in dealing with
       Product errors as Supplier may request.

       2.12.8    Providing Customer assistance in implementing fixes or
       recommendations as implemented by Secondary Support.

2.13     "Product" or "Products" shall consist of computer software of
Supplier's Product Specialization as specified in Supplier's Retail License Fee
List attached as Schedule B, as it may be in effect from time to time including
new versions, updates, patches and enhancements. Such Products shall consist of
packages including software on diskette, tape, CD-ROM, or other computer media,
Documentation, and such other materials for the user as Supplier may include.

2.14     "Retail License Fee List" shall mean Supplier's list of available
Products and suggested (and non-binding) retail license fees to be charged by
Distributor for such products. Such list is subject to change by mutual
agreement. A copy of Supplier's current suggested Retail License Fee List,
relating to the Products, current as of the Effective Date, is attached as
Schedule B.  All fees actually charged by Distributor to customer will be
solely determined by Distributor.

2.15     "Secondary Support" shall mean the following services to be provided
by Supplier to Distributor, more specifically addressed in Schedule E (still to
be negotiated):

   2.15.1        Using best efforts to modify the Products to correct, fix, or
   circumvent errors, and modifying Documentation, as Supplier shall deem
   appropriate, to respond to reported errors.

   2.15.2        Using reasonable efforts to assist Distributor in providing
   Primary Support.





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   2.15.3        In the discretion of Supplier, providing updates,
   enhancements, and new versions of the Products.

2.16     "Software Support Fee" shall be the amount payable from Distributor to
Supplier on a periodic basis in exchange for the provision of Secondary Support
from Supplier to Distributor and as a precondition for Distributor to supply
Primary Support to a Customer for a Product, as defined in Schedule B.

2.17     "Supplier's Product Specialization" shall mean Products produced by
Supplier in the field of voice-activated open hypermedia, that is to say the
deployment of hypertext technology in extensible voice-activated products
handling industry-standard data types including multimedia support.

2.18     "Supported Products" shall consist of Products for which Supplier is
currently supplying software support and maintenance as listed from time to
time in Supplier's Supported Products List. A copy of Supplier's Supported
Products List is attached as Schedule C.

2.19     "Territory" shall mean the United States of America, its possessions,
territories and the Commonwealth of Puerto Rico, Canada and those countries in
which Distributor is directly or indirectly conducting business.

2.20     "Trademarks" shall mean those trademarks which Supplier has registered
or is in the process of applying for in any of the countries comprising
Territory at any time during the term of this agreement.


3 DISTRIBUTOR'S REPRESENTATIONS

3.1      Distributor represents that it has skill and expertise in computer and
         software licensing, installation, and marketing, and that it also has
         sufficient qualified staff and sufficient financial resources to carry
         out all of its obligations under this Agreement.

3.2      Supplier represents that it has skill and expertise in computer and
         software licensing, installation, and marketing, and that it also has
         sufficient qualified staff and sufficient financial resources to carry
         out all of its obligations under this Agreement.


4 FINANCIAL QUALIFICATION OF DISTRIBUTOR

4.1      Distributor shall at all times maintain a good credit rating and sound
         financial condition. Financial statements will be publicly available
         quarterly when issued to the public in accordance with applicable
         securities laws. Failure to comply with this provision shall be a
         material breach of the Agreement which, in Supplier's  discretion,
         shall be grounds for termination.

4.2      Supplier shall at all times maintain a good credit rating and sound
         financial condition. Financial statements shall be supplied to
         Distributor upon reasonable request. Failure to comply with this
         provision shall be a material breach of the Agreement which, in
         Distributor's  discretion, shall be grounds for termination.


5 GRANT OF LICENSE

5.1      During the term of this Agreement, Supplier appoints Distributor to
sell and license Products in unaltered form to Customers, subject to the
provisions of Section 7 below.





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5.2      Distributor may grant licenses to Customers only under a valid
agreement containing substantially the same terms as those set forth in
Supplier's form of Customer Agreement, as it may be in effect from time to
time. Supplier's current form of Customer Agreement is attached as Schedule D.
Distributor has the right to extend to any of its future partners and/or
resellers the same rights for sale of the Product as currently apply to
Distributor. Distributor will inform Supplier of  any such circumstances under
which these rights might be extended. Supplier reserves the right to modify the
Customer Agreement, or to specify that differing forms of Customer Agreement
shall be used with some of the Products. Supplier reserves the right to specify
that certain Products shall be supplied to Customer subject to restrictions to
be stated in the Customer Agreement forms, on field of use, number of users or
concurrent users, or subject to other restrictions or terms. However,
Distributor shall have the right to set all prices charged to Customers subject
to the provisions of 9.5 of this agreement.

5.3      Supplier grants to Distributor a non-exclusive right and license to
use its Trademarks for the purpose of marketing the Products only: (1) in signs
and stationery of Distributor indicating its status as an authorized
distributor, (2) in such marketing materials as Supplier may choose to supply
to Distributor, and (3) in such advertising and other uses as Supplier may
authorize in writing. Distributor may not use the Trademarks in connection with
any goods other than those of Supplier. Except as expressly authorized in
writing by Supplier, Distributor agrees that no other uses of Supplier's
Trademarks are authorized.  Policing of Supplier's Trademarks and infringement
thereof will be the sole responsibility of the Supplier.

5.4      No ownership right is granted to any intellectual property relating to
the Products or Trademarks, except those rights which are negotiated by
Distributor prior to any full or partial funding of future products or product
enhancements.  No right is granted for Distributor to copy or alter the
Products, except in cases where distributor has contributed a substantial
portion of monies for the creation of a Product(s). Distributor has the right
to use, distribute, rent, lease, lend, supply, or market the Products as
provided for in this Agreement. Distributor may not decompile, disassemble, or
reverse engineer the Products.  Distributor may use any speech support code
from this Product in other products created by the Distributor as the
Distributor reasonably sees fit. Supplier retains no right nor shall have any
claim to products created by the Distributor using said code.

5.5      Distributor will not be held liable for any infringement suits that
arise from use of this product. Supplier will be subject to any such claims
because the base technology belongs to Supplier. Supplier will defend at its
expense any action brought against Distributor which alleges that Products or
services supplied by Supplier infringe on any patent, copyright, Trademark or
any other proprietary right, and Supplier will pay any costs and damages that
are attributed to such actions. In addition, Supplier agrees to carry
sufficient product liability insurance to cover any damages assessed against
Distributor or its customer because of Product-caused personal or property
damage.

5.6      Both parties agree that any intellectual property arrived at through
joint collaboration, when this has been so negotiated and agreed in advance,
shall be shared equally and owned by both parties hereto, and that revenues
generated by the sale of such property shall be on an equal basis unless other
agreement is reached.


6 DISTRIBUTOR'S OPTION ON NEW PRODUCTS

6.1      If Supplier develops and markets new products within Supplier's
Product Specialization, Supplier will give Distributor the option, exercisable
within thirty (30) days after notice, to distribute such new products on the
same terms and conditions as are applicable to Products under the same
provisions as stated in 9.5 of this agreement, unless other mutually agreeable
terms are reached.


7 RESTRICTION TO OEM MARKETING

7.1      Distributor represents that it wishes to exercise the right to rename
Products when licensing said Products





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to Customers.  Distributor presently plans to rename "Microcosm Plus with
Voice" as "linkAssist", and will have the option of using Supplier's Trademark
as per 5.3 or other Trademark as it deems appropriate.


8 INITIAL FEE

8.1      In consideration of the license granted by this Agreement, Distributor
agrees to pay to Supplier an initial non-refundable fee of $276,300 (two
hundred and seventy six thousand, three hundred dollars).  Supplier will
provide formal acknowledgement on receipt of final stage payment of this fee.


9 DISTRIBUTOR'S PAYMENTS FOR PRODUCT LICENSES

9.1      For all Products, Distributor shall pay to Supplier the percentage of
retail price for the Product as presented in  the then current Distributor
Discount Schedule, which is appended in Schedule A, and which may be varied by
mutual agreement from time to time.

9.2      Payment shall be due thirty (30) days from the completion of each
calendar quarter, at which time Supplier and Distributor will have furnished to
each other sales data for the quarter in question of Products so that
appropriate discount bands can be established.  A net payment will be made by
either Distributor or Supplier depending on the balance of monies owed in
respect of sales made in accordance with the discounts described in Schedule A.

9.3      Payments to Supplier or Distributor not made when due shall bear
interest, compounded monthly, at a rate of 1% per month or the highest rate
then lawful, whichever is lower, from the date the payment was due until it is
received by Supplier or Distributor.  Arrears in excess of $20,000 that are not
paid within ten (10) days of demand shall be grounds for termination of this
Agreement at the option of Supplier.

9.4      The Distributor Discount Schedule shall be subject to change at 30
days' notice by mutual agreement.

9.5      Supplier agrees that it will charge Distributor for supported
Products, services and all aspects of items related thereto on terms no less
favorable than the pricing, performance and delivery schedule Supplier offers
to any other distributor for similar products and services including all
discounts and rebates and the like.


10 SUPPLIER'S PAYMENT for DISTRIBUTOR'S BUSINESS DEVELOPMENT

10.1     Supplier shall share revenues equally with Distributor in cases that
have been negotiated and agreed in advance where Distributor supplies direct
introduction to third party business opportunity.


11 GOLD DISKS and GOLDEN DOCUMENTATION

11.1     Supplier shall provide Distributor with a Gold Disk and master copies
of appropriate paper documentation for each of the Products currently on
Supplier's Retail License Fee List, for the purpose of local reproduction and
distribution. The contents of the Gold Disk and any documentation will conform
to the technical agreements reached at any given time between authorized
representatives of both Supplier and Distributor. Supplier will provide
reasonable assistance including the provision of consultancy to assist
Distributor in reusing speech support





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code in other products built by the Distributor.


12 OTHER OBLIGATIONS OF DISTRIBUTOR

12.1     Distributor shall use reasonable efforts to promote and market the
Products. Distributor shall provide sufficient qualified staff to carry out its
obligation to market. Distributor shall pursue any mutually agreeable marketing
leads received from Supplier.

12.2     Distributor undertakes that, prior to acceptance of the Products by
any Customer, the Customer will execute a Customer Agreement as provided for
above.

12.3     For the period from the first technical support call in respect of
each Product by a Customer to the sixty (60) day anniversary of the Delivery
Date, Distributor shall provide Primary Support to such Customer for such
Product, following which date the Software Support Fee will become due ("Fee
Support Date").

12.4     Applicable suggested Software Support Fees shall be stated by Supplier
in a list made available to Distributor ("Software Support Fees List"), which
may change from time to time without prior notice. Supplier's current Software
Support Fees List is attached as Schedule B to this Agreement. All fees charged
by Distributor to Customer will be solely determined by Distributor.

12.5     If Software Support has been terminated or has lapsed for a Product
licensed to a Customer, Distributor may reinstate its right and obligation to
provide such Customer with Primary Support if Distributor has paid to Supplier
all applicable Software Support fees. Upon reinstatement of Software Support,
Distributor will be supplied with the current version of the Product, and
Distributor shall arrange for the upgrade of the Product in the Customer's
computer system to the current version.

12.6     Distributor assumes sole responsibility for the selection and
recommendation of the Products to achieve the desired results and business
purposes of Customers.

12.7     Distributor shall identify and promptly inform Supplier of any design
or programming errors or omissions in the Products of which it becomes aware.
Distributor may suggest features or improvements for the Products or ideas for
additional products. Such information and suggestions shall be the property of
both parties and any product, modification or improvement that results from
such information or suggestions shall be the property of both parties unless
otherwise agreed in advance.

12.8     No later than fifteen (15) days after the end of each quarter,
Distributor shall deliver to Supplier, and Supplier to Distributor, in a
mutually agreed format, a written report of the following information:

   12.8.1        A description of the amount and type of Products newly
   licensed to Customers during the quarter;

   12.8.2        An identification of each Customer who became entitled to
   Software Support and each Customer for whom Software Support lapsed or was
   terminated during the past quarter.

12.9     Distributor shall use reasonable efforts to assist Supplier to enforce
the Customer Agreements, provided, however, that Distributor may not initiate
litigation or arbitration concerning the Products against any third party,
except a proceeding against a Customer to collect unpaid money due, without the
prior written consent of Supplier. Distributor shall co-operate fully with
Supplier in any action by Supplier in the event of an actual or threatened
violation of Supplier's proprietary rights by any person or entity.





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12.10    Distributor shall perform its duties in a manner that will not
adversely affect the reputation of Supplier and the Products.


13 NON-COMPETITION

13.1     Distributor agrees that during the term of this Agreement Distributor
will not develop, market, or distribute any computer program or software
product that is similar in function to or competes with the Products. Supplier
agrees that during the term of this Agreement Supplier will not knowingly sell
the Product to Xybernaut competitors in the field of voice-activated wearable
computers , nor to their resellers.


14 SUPPLIER'S OPTION TO MODIFY OR DISCONTINUE PRODUCTS

14.1     Supplier has the right, at any time, to make such modifications to the
Products as it sees fit in the operation, performance, or functionality of the
Products.

14.2     Supplier has the right, at any time, to discontinue distribution of
any or all Products or versions of Products, to remove Supported Products or
versions of Supported Products from Supplier's Supported Products List, or to
discontinue support, maintenance, or the provision of new versions, updates, or
corrections for any Product or for any version or for any hardware or software
platform or operating system. In the event Supplier elects any of the actions
indicated in this paragraph Supplier agrees to notify Distributor of such
intended action 120 days prior to the time the action will commence.  If such a
termination of distribution of the Products or of support, maintenance, or the
provision of new versions, updates, or corrections materially impairs the value
of this Agreement to Distributor, Distributor shall have the option to
terminate this Agreement; such option to terminate shall be exercisable within
ninety (90) days of notice to Distributor of Supplier's decision to terminate
such distribution, and such termination shall take effect ninety (90) days
after Distributor's notice of termination is given. If Distributor terminates
the Agreement under this provision or any other provision of this agreement or
default of any obligation by Supplier, Distributor shall be released and
discharged from its obligations under the section entitled Non-Competition.

Supplier shall put source code into an escrow account to be paid for by
Distributor, in conformance with the escrow agreement as shown in Schedule F..
This source code will be updated regularly, typically quarterly, and at the
time of any of the actions indicated in the preceding paragraph, Distributor
shall have the right to use this source code to continue to support and expand
the Product, paying Supplier a 5% residual license fee for a period of ten (10)
years.


15 SUPPLIER SUPPORT OBLIGATION

15.1     Supplier will use its reasonable efforts to make the Products perform
substantially in accordance with the product description set forth in the
Documentation that accompanies the Product, as it may exist from time to time.
However, Distributor acknowledges that inevitably some errors may exist in the
Product, and the presence of such errors shall not be a breach of this
provision. Supplier's sole obligation with regard to such errors shall be to
correct these errors and provide Secondary Support as stated in this Agreement.

15.2     Supplier will make reasonable consulting services, technical advice,
and training available to Distributor. Such services will be provided by phone
or at Distributor's offices. Such services will be provided at such times as





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are mutually agreed upon by the parties.  Supplier will make no charge for such
services, but Distributor will reimburse reasonable travelling expenses when
services are provided at Distributor's offices.

15.3     If, notwithstanding the language of the Customer Agreement, Products
with material defects in logic, operation, materials, workmanship or any other
significant defects are returned by Customers to Distributor within ninety (90)
days of delivery to Customers, Distributor shall make a claim in respect of
such Products to Supplier for a refund of the License Fee paid to Supplier and
Supplier agrees to pay said claim  which shall be Distributor's sole remedy,
provided Distributor certifies in writing that it has refunded any license fee
or other consideration paid by Customer for the Product, each such Customer has
completed a signed statement of the reasons for the return, in a mutually
agreed form, and Distributor has forwarded the foregoing certification and
signed Customer statement to Supplier.

15.4     If Supplier is unable to cure material and substantial defects or
errors in logic in a Product ninety (90) days after Distributor gives notice of
such defects or errors, and if Distributor reasonably believes that Supplier is
therefore unable to fulfil its obligations to produce and deliver the Product,
Distributor may, at its option, terminate this Agreement in accordance with the
provisions on termination of this Agreement. If Distributor terminates the
Agreement under this provision, Distributor shall be released and discharged
from its obligations under the section entitled Non-Competition.

15.5     Supplier recognizes that Distributor may wish from time to time to
request that Supplier make programming modifications for the benefit of
individual Customers or Customers in general.  In such an event, Supplier and
Distributor will reach agreement on the applicable terms in respect of such
work.  Supplier will give reasonable priority to such requests. In the case
where Distributor pays for programming modifications and an agreement to this
effect is made in advance, said modifications will be the sole property of the
Distributor.


16 WARRANTY OF RIGHTS TO THE PRODUCTS; INDEMNIFICATION

16.1     Supplier warrants that the licensing of the Products to Customers for
commercial use will not infringe or violate any copyright, patent, trade
secret, trademark, or proprietary right existing under the laws of the
Territory, provided that Distributor has provided Supplier reasonable notice of
its intention to market Products in countries of the Territory outside the
United States of America and Canada; this provision does not limit the
Supplier's warranty as it applies to the United States of America and Canada.

16.2     To reduce or mitigate damages, Supplier may at its own expense procure
the right for Distributor to continue licensing and distributing the Product or
replace it with a non-infringing product. If Supplier supplies a non-infringing
update or version of the Product, Distributor shall at its option promptly
supply the same to its Customers and install the same at its Customer
locations.  If, in its judgement, Supplier deems that, due to the Claim, it is
not in Supplier's interest to continue distributing the Products, Supplier,
without breaching this Agreement, may terminate the distribution of any or all
of the Products and may direct Distributor to exercise its right under
Distributor's Customer Agreements to notify Customers that they should
terminate use of the Products. If such a termination of distribution of the
Products in the sole judgement of Distributor materially impairs the value of
this Agreement, Distributor shall have the option to terminate this Agreement;
such option to terminate shall be exercisable immediately upon notice to
Distributor of the Supplier's decision to terminate such distribution.



17 DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY





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17.1     THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GRANTED IN THIS AGREEMENT
ARE THE SOLE REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE BY
SUPPLIER. ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE EXPRESSLY EXCLUDED
AND DISCLAIMED.

17.2     THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE DISTRIBUTOR'S
SOLEREMEDIES FOR BREACH OF THIS AGREEMENT. SUPPLIER WILL NOT BE LIABLE FOR LOST
PROFITS, LOST OPPORTUNITIES, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY
CIRCUMSTANCES.

17.3     UNDER NO CIRCUMSTANCE MAY SUPPLIER'S LIABILITY TO DISTRIBUTOR, UNDER
ANY AND ALL PROVISIONS OF THIS AGREEMENT, EXCEED THE SUM OF ALL MONIES PAID TO
THE SUPPLIER, AND IN ANY CASE NOT IN EXCESS OF THE SUM OF $300,000.


18 CONFIDENTIALITY

18.1     Each party acknowledges that it will receive Confidential Information
from the other party relating to technical, marketing, product, and business
affairs. Each party agrees that all Confidential Information of the other party
shall be held in strict confidence and shall not be disclosed or used without
express written consent of the other party.


19 TERM AND TERMINATION

19.1     This Agreement shall take effect on the Effective Date. Unless sooner
terminated in accordance with the provisions of this Agreement, the term of
this Agreement shall be three (3) years and shall be renewed successively for
additional terms of one (1) year, unless either party, in its sole discretion,
gives notice of termination no less than ninety (90) days prior to the
expiration of the then-current term; such notice of termination will not be
given unreasonably in the circumstances of a mutually beneficial business
relationship.

19.2     In the event that either party fails to maintain a satisfactory credit
rating or financial condition or if the other party reasonably concludes that,
for any reason, either party is or will become unable to discharge its
obligations hereunder, the other party may terminate this Agreement upon thirty
(30) days notice.  However, neither party will unreasonably terminate this
Agreement upon appropriate petition of the other to rectify such circumstances.

19.3     In the event of a filing by or against either party of a petition for
relief under the United States Bankruptcy Code or any similar petition under
the insolvency laws of any jurisdiction not dismissed in thirty (30) days, or
in the event that either party shall make an assignment for the benefit of
creditors, permit any attachment on a substantial portion of its assets to
remain undissolved for a period of thirty (30) days, or discontinue the
business operations relevant to this Agreement, then the other party may
immediately terminate this Agreement upon written notice.

19.4     In addition to provisions authorizing termination hereunder, either
party shall have the right to terminate this Agreement because of a material
breach of the Agreement by the other party that has not been cured forty-five
(45) days after the terminating party has notified the other party of the
breach and advised the other party of its intention to terminate the Agreement
if the breach remains uncured. In the event of termination of this agreement in
accordance with the provisions of paragraphs 19.2 and 19.3 above, Distributor
shall have the right to access and





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use the source code that has been placed in escrow, per paragraph 14.2.

19.5     Upon termination of this Agreement, and except as otherwise provided
in this Agreement:

   19.5.1        The license granted by this Agreement shall be terminated
   immediately; The parties shall make no further use of all or any part of the
   Products or any Confidential Information received from the other party,
   except that the other party at its option shall either (1) agree that
   Distributor will license some or all of its then existing inventory of
   Products to Customers or (2) both parties will agree that a refund from
   Supplier upon a return of inventory of Products to Supplier will be made (at
   Distributor's cost and risk for shipping).

   19.5.2        Distributor shall cease any public statement or representation
   that it is an authorized distributor or that it is in any way involved with
   Supplier, and shall within a reasonable time cease use of any Trademark,
   service mark, or trade name of Supplier, except as may otherwise be
   authorized in writing by Supplier;

   19.5.3        Any support fee or other service or support revenues relating
   to Products that are accrued or are received by Distributor after
   termination shall be turned over to, shall be the property of, and may be
   collected by Supplier or such person or entity as Supplier may designate;

   19.5.4        Both parties shall co-operate fully with each other and
   perform all acts appropriate to carry out the provisions of this Agreement
   relating to termination.

19.6     The provisions of this Agreement concerning Confidential Information,
Indemnification, and (except as otherwise provided) Non-Competition shall
survive the termination of this Agreement, and termination shall not relieve
either party of the obligation to pay any amount due to the other.

19.7     It is understood and agreed that no termination of this Agreement,
whatever the cause thereof, shall in any way terminate, restrict, limit, or
affect in any way the right of any authorized Customer to utilize the Products
in accordance with the terms of a Customer Agreement.


20 GENERAL PROVISIONS

20.1     Relationship of Parties. Distributor shall be deemed to have the
status of an independent contractor, and nothing in this Agreement shall be
deemed to place the parties in the relationship of employer-employee,
principal-agent, partners, or joint venturers.

20.2     Entire Agreement. This Agreement, including the Schedules attached to
this Agreement, states the entire agreement between the parties on this subject
and supersedes all prior negotiations, understandings and agreements between
the parties concerning the subject matter. No amendment or modification of this
Agreement shall be made except by a writing signed by both parties.

20.3     No Waiver. The failure of either party to exercise any right or the
waiver by either party of any breach, shall not prevent a subsequent exercise
of such right or be deemed a waiver of any subsequent breach of the same of any
other term of the Agreement.

20.4     Notice. Any notice required or permitted to be sent hereunder shall be
in writing and shall be sent in a manner requiring a signed receipt, such as
Federal Express, courier delivery, or if mailed, registered or certified mail,
return receipt requested.  Notice is effective upon receipt. Notice to Supplier
shall be addressed to Managing Director, Multicosm Ltd, 2 Venture Road,
Chilworth, Southampton SO16 7NP, United Kingdom or such other person or address
as Supplier may designate. Notice to Distributor shall be addressed to Chief
Executive Officer, Xybernaut Corporation, Hyatt Plaza, Suite 550, 12701 Fair
Lakes Circle, Fairfax, VA 22033, USA  or such other






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                                  CONFIDENTIAL



person or address as Distributor may designate.

20.5     Partial Invalidity. Should any provision of this Agreement be held to
be void, invalid, or inoperative, the remaining provisions of this Agreement
shall not be affected and shall continue in effect as though such provisions
were deleted.

20.6     Force Majeure. Neither party shall be deemed in default of this
Agreement to the extent that performance of their obligations or attempts to
cure any breach are delayed or prevented by reason of any act of God, fire,
natural disaster, accident, act of government, shortages of materials or
supplies, or any other cause beyond the control of such party ("Force Majeure")
provided that such party gives the other party written notice thereof promptly
and, in any event, within fifteen (15) days of discovery thereof and uses its
best efforts to cure the delay. In the event of such Force Majeure, the time
for performance or cure shall be extended for a period equal to the duration of
the Force Majeure but not in excess of three (3) months.

20.7     Assignment. Supplier may assign this Agreement. This Agreement may not
be assigned by Distributor, nor any duty hereunder delegated by Distributor,
without the prior written consent of Supplier, which consent shall not be
unreasonably withheld. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and
their respective heirs, legal representatives, successors, and permitted
assigns.

20.8     Taxes. Distributor shall pay, in addition to the other amounts payable
under this Agreement, all sales and use taxes levied or imposed by reason of
the transactions under this Agreement. Distributor shall, upon demand, pay to
Supplier an amount equal to any such tax(es) actually paid or required to be
collected or paid by Supplier.

20.9     Injunctive Relief. The parties hereto recognize that a remedy at law
for any breach of the provisions of this Agreement relating to the provision of
Confidential Information and other provisions including non-competition and
Intellectual Property, will not be adequate for the parties protection.
Accordingly both parties  shall have the right to obtain, in addition to any
other relief and remedies available to it, injunctive relief to enforce
relevant provisions of this Agreement

20.10    Governing Law. This Agreement shall be governed and interpreted in
accordance with the substantive law of the State of Virginia.

20.11    Exclusive Jurisdiction and Venue. Any legal action brought concerning
this Agreement or any dispute hereunder shall be brought only in the courts of
the State of Virginia or in the federal courts located in such state. Both
parties submit to venue and jurisdiction in these courts.





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                                  CONFIDENTIAL




         *SUPPLIER.                              *DISTRIBUTOR:

         By:    /s/ PETER MCMANUS                By:    /s/ EDWARD NEWMAN

         Name:      PETER MCMANUS                Name:      Edward Newman

         Title:     Director                     Title:     President

         Date:      September 11th 1997          Date:      9/5/97





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