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                                                                EXHIBIT 10.32

                  FIRST AMENDMENT TO OFFICE LEASE AGREEMENT


         THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this "First
Amendment") is made and entered into as of the ______ day of _________, 1997
(the "Effective Date"), by and between HYATT PLAZA LIMITED PARTNERSHIP, a
Virginia limited partnership ("Landlord"), and XYBERNAUT CORPORATION, a
Delaware corporation, formerly Computer Products and Services, Inc. ("Tenant"),
with reference to the following:

                                   RECITALS:

         A.      Pursuant to an Office Lease Agreement dated November 1, 1994,
by and between Landlord and Tenant (the "Lease"), Landlord has leased to Tenant
certain premises located at 12701 Fair Lakes Circle, Fairfax, Virginia, 22033,
as more particularly described therein.  All capitalized terms used herein,
unless specifically defined, shall have the same meaning and definition as used
in the Lease.

         B.      Landlord and Tenant have agreed to amend the certain terms and
provisions of the Lease as hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:
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         1.      Landlord and Tenant have agreed to expand the original lease
Premises of Suites 550 and 155 to include an additional 2,283 square feet of
Rentable Area located on the fourth (4th) floor of the Building (the "First
Amendment Space"), commonly known as Suite 410, as more particularly shown on
Exhibit "A" attached hereto and made a part hereof by this reference.  Base
Rent for the First Amendment Space ("First Amendment Space Base Rent") shall be
$45,089.25 per year ($3,757.44 per month) based upon $19.75 per square foot of
Rentable Area in the First Amendment Space, commencing on July 15, 1997 (the
"First Amendment Space Commencement Date") and continuing through and including
September 30, 1998 (the "First Amendment Space Expiration Date").  Tenant must
vacate and surrender the First Amendment Space on the First Amendment Space
Expiration Date, in accordance with the terms set forth in the Lease pertaining
to termination.

         2.      Tenant shall lease the First Amendment Space in its "as is"
and "where is" condition, and Landlord shall have no obligation to make any
improvements as a condition of Tenant's acceptance thereof.  However, Landlord
shall be responsible for ensuring that all base building components are in good
working order and shall be repaired or replaced as necessary (i.e. existing
lights, HVAC, plumbing, electrical, etc.).  Notwithstanding the foregoing,
Landlord will have the carpet professionally cleaned prior to Tenant's taking
possession of the First Amendment Space, at Landlord's expense.  Any
improvements or modifications to the First Amendment Space desired by Tenant
shall be paid for by Tenant at its sole cost and expense, which improvements,
modifications or repainting shall be approved in advance by Landlord, which
approval shall not be unreasonably withheld.  It is acknowledged and agreed
that Tenant





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(and its agents, contractors and employees) may enter upon the Premises prior
to the First Amendment Space Commencement Date to install telephone and
cabling, and to make Landlord approved improvements to be performed by Tenant.
Landlord shall use reasonable efforts to enable Tenant to have access to the
Premises thirty (30) days prior to the First Amendment Space Commencement Date.
Any entry prior to the First Amendment Space Commencement Date shall be subject
to all of the terms and conditions of the Lease.  However, Tenant's obligation
to pay Rent hereunder shall commence on the First Amendment Space Commencement
Date.  Landlord and Tenant shall cooperate in the scheduling of the required
work so that such work may be completed by the First Amendment Space
Commencement Date.

         3.      As applicable to the First Amendment Space (Suites 550, 155
and 410) only, commencing on January 1, 1998 and thereafter throughout the Term
of the Lease, Tenant shall pay on a monthly basis, without demand, as
Additional Rent for the First Amendment Space its proportionate share of the
amount by which Operating Expenses and Real Estate Taxes exceed the Adjusted
Base Operating Expenses and Real Estates Taxes.  Adjusted Base Operating
Expenses and Real Estate Taxes shall, for purposes of this Amendment, refer to
the actual expenses incurred during the 1997 calendar year.  Such payments
shall be made in accordance with Sections 4.01 and 4.02 of the Lease.

         4.      Landlord and Tenant have agreed that Tenant shall extend the
Term of the original Lease for an additional ten (10) months, commencing on
December 1, 1997, the day after the present Expiration Date (the "Extension
Commencement Date") and expiring on





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September 30, 1998 (the "Expiration Date") in its "as is" and "where is"
condition, and Landlord shall have no obligation to make any improvements
whatsoever.  Commencing on the Extension Commencement Date, the Base Rent shall
be at the rates set forth below:

(a)      $15.00 per square foot of Rentable Area for the Premises located on
the first (1st) floor;

(b)      $19.75 per square foot of Rentable Area for the Premises located on
the fourth (4th) floor;

(c)      $19.75 per square foot of Rentable Area for the Premises located on
the fifth (5th) floor.


         5.      Landlord and Tenant agree that this extension of the Term of
this Lease is not an exercise of Tenant's Renewal Option under the Lease and
Tenant's Renewal Option as defined under Article 3 of the Lease shall remain in
full force and effect.

         6.      Right of First Refusal Option-Provided Tenant is not in
Default under this Lease at the applicable time and subject to existing rights
of other tenants in the Building, Tenant, during the Refusal Period
(hereinafter defined), shall, in the manner described by and in compliance with
the terms and provisions of this Article, have a non-assignable and
non-transferable right of first refusal to expand the Premises to include all
or any portion of the Expansion Space (hereinafter defined).

                 (a)      If at any time during the Refusal Period, Landlord
shall either (i) receive a bona-fide offer from a third party to lease all or a
portion of the Expansion Space, which Landlord is prepared to accept, or (ii)
prepares a proposal pertaining to all or a portion of the Expansion Space which
Landlord is prepared to offer as a lease proposal to a third party, then in
either such event,





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Landlord shall send a written notice (the "Offer Notice") to Tenant of such
proposal.  The Offer Notice shall set forth in reasonable detail the size or
portion of the Expansion Space subject to the Offer Notice, and shall contain
(or be deemed to contain) an offer to Tenant to lease the portion of the
Expansion Space subject to the Offer Notice on the same terms and conditions
set forth in the Offer Notice.  Tenant may elect to accept the Offer Notice, by
giving written notice to Landlord of its election not more than ten (10)
business days after receipt by Tenant of the Offer Notice.  Any election by
Tenant shall be irrevocable.

                 (b)      In the event Tenant responds within the ten (10)
business day period and elects to accept the proposal set forth in the Offer
Notice, then this Lease shall automatically be amended to include within the
Premises the portion of the Expansion Space subject to the Offer Notice.  The
terms and conditions of this Lease shall apply to the portion of the Expansion
Space covered by the Offer Notice except as modified by the Offer Notice.  The
provisions of this subparagraph shall be self-enforcing without the need for
any further act by Landlord or Tenant.  However, upon request by either party,
Landlord and Tenant shall execute an amendment to this Lease confirming such
exercise.

                 (c)      Should Tenant either fail to respond within the ten
(10) business day period, or elects not to accept the Offer Notice, then the
portion of the Expansion Space subject to the Offer Notice shall be
automatically excluded from the Expansion Space and the rights of Tenant under
this Lease, as they pertain to the portion of the Expansion Space which is
subject to the Offer Notice, shall automatically terminate and be of no further
force or effect.





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                 (d)      As used herein, the term:

                          (i)     "Expansion Space" shall mean and refer to
that area of the Building on the fifth floor not currently leased by Tenant.

                          (ii)    "Refusal Period" shall mean and refer to the
period commencing on the date of this First Amendment and expiring upon the
earlier of (a) the date on which Tenant's rights under this Amendment with
respect to the Expansion Space are terminated pursuant to subparagraph (c)
hereof, or (b) the commencement date of the last six months of the Term of this
Lease.

     7.   Commencing on the Extension Commencement Date, the Adjusted Base
Operating Expenses and the Adjusted Base Real Estate Taxes for all space in the
Premises shall refer to the actual expense incurred during 1997.  Tenant shall
pay its proportionate share of the amount by which Operating Expenses and Real
Estate Taxes exceed the Adjusted Base Operating Expenses and Real Estate Taxes.

     8.   From and after the First Amendment Commencement Date, until the
Expiration Date, the following terms used in the Lease shall have the following
ascribed meanings:

          (a)    Premises:  Refers to the Premises located on the first (1st),
fourth (4th) and fifth (5th) floor of the Building, as more fully described and
shown on the floor plan(s) attached as Exhibit "A".

          (b)    Term:            Three (3) years, ten (10) months.

          (c)    Expiration Date:          September 30, 1998.





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          (d)    Rentable Area of the Premises:   9,559 square feet of Rentable
Area, being

 (i)      1,654 square feet of Rentable Area located on the first (1st) floor
of the Building,

(ii)      2,283 square feet of Rentable Area located on the fourth (4th) floor
of the Building;

(iii)     5,622 square feet of Rentable Area located on fifth (5th) floor of
the Building.

          (f)    Base Rent:       $161,550.01 per year ($13,462.51 per month)
which amount is based upon the following:

(a)       $21,055.42 per year ($1,754.62 per month), based upon $12.73 per
square foot of Rentable Area for the Premises located on the first (1st) floor;

(b)       $45,089.25 per year ($3,757.44 per month), based upon $19.75 per
square foot of Rentable Area for the Premises located on the fourth (4th)
floor;  and

(c)       $95,405.34 per year ($7,950.45 per month), based upon $16.97 per
square foot of Rentable Area for the Premises located on the fifth (5th) floor,

all as adjusted according to the provisions of Section 3.02 of the General
Lease Provisions.

The foregoing does not include Additional Rent that may also be due, pursuant
to Sections 4.01 and 4.02 of the Lease.

          9.     From and after the Extension Commencement Date until the
Expiration Date, the following terms used in the Lease shall have the following
ascribed meanings:

                 (a)      Base Rent:  $180,933.75 per year ($15,077.81 per
month) which amount is based upon the following:

(i)       $24,810.00 per year ($2,067.50 per month), based upon $15.00 per
square foot of Rentable Area for the Premises located on the first (1st) floor;

(ii)      $45,089.25 per year ($3,757.44 per month), based upon $19.75 per
square foot of Rentable Area for the Premises located on the fourth (4th)
floor;  and

(iii)     $111,034.50 per year ($9,252.88 per month), based upon $19.75 per
square foot of Rentable Area for the Premises located on the fifth (5th) floor.

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





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      IN WITNESS WHEREOF, Landlord and Tenant have executed this First 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 general partnership, its general partner

                        By:  Fair Lakes of Virginia, Inc.,
                               a Virginia corporation
                               its general partner


                        By:
                                 ------------------------------------
                        Name:
                                 ------------------------------------
                        Its:
                                 ------------------------------------


                        TENANT:
                        -------

                        XYBERNAUT CORPORATION,
                        a Delaware corporation
                        (formerly Computer Products and
                        Services, Inc.)


                        By:
                                 ------------------------------------
                        Name:
                                 ------------------------------------
                        Its:
                                 ------------------------------------





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EXHIBIT A

FIRST AMENDMENT SPACE FLOOR PLAN





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