Exhibit 4.4

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND
HAS BEEN ISSUED IN RELIANCE UPON  REGULATION D PROMULGATED  UNDER THE SECURITIES
ACT. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY THE WARRANT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.

THIS WARRANT MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT AND UNDER
APPLICABLE  STATE  SECURITIES  LAWS,  OR IN A  TRANSACTION  WHICH IS EXEMPT FROM
REGISTRATION  UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF
APPLICABLE STATE  SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION,  ONLY IF THE
COMPANY  HAS  RECEIVED  AN  OPINION OF COUNSEL  THAT SUCH  TRANSACTION  DOES NOT
REQUIRE  REGISTRATION  OF THE WARRANT,  WHICH OPINION AND WHICH COUNSEL SHALL BE
SATISFACTORY TO THE COMPANY IN ITS SOLE DISCRETION.

No. ____

                                     WARRANT

                  To Purchase 150,000 Shares of Common Stock of

                              XYBERNAUT CORPORATION

                  THIS     CERTIFIES      that,     for     value      received,
______________________ (the "Investor"), is entitled, upon the terms and subject
to the conditions  hereinafter  set forth,  at any time on or after July 2, 1998
and on or prior to July 2, 2001 (the "Termination Date") but not thereafter,  to
subscribe  for  and  purchase   from   Xybernaut   Corporation,   a  corporation
incorporated  in the State of Delaware  (the  "Company"),  one hundred and fifty
thousand  (150,000) shares (the "Warrant  Shares") of Common Stock, par value US
$0.01 per share of the Company (the "Common  Stock").  The purchase price of one
share of Common Stock (the  "Exercise  Price") under this Warrant shall be equal
to $5.25.  The Exercise  Price and the number of shares for which the Warrant is
exercisable  shall be subject to adjustment as provided herein.  This Warrant is
being issued in  connection  with the  Agreement of Amendment  and  Modification
dated  July 2, 1998  (the  "Agreement")  to the  Private  Equity  Line Of Credit
Agreement  dated  as of  April  13,  1998,  and  is  subject  to its  terms  and
conditions.  In the event of any conflict  between the terms of this Warrant and
the Agreement, the Agreement shall control.

                  Capitalized  terms used herein and not defined  shall have the
meanings given to them in the Agreement of Amendment and  Modification  dated as
of July 2, 1998 by and among the Company, the Investor and Balmore Funds, S.A.

                  1.  Title of  Warrant.  Prior  to the  expiration  hereof  and
subject  to  compliance  with  applicable  laws,  this  Warrant  and all  rights
hereunder are transferable,  in whole or in part, at the office or agency of the
Company  by the holder  hereof in person or by duly  authorized  attorney,  upon
surrender of this  Warrant  together  with the  Assignment  Form annexed  hereto
properly endorsed.


                                      -22-

<PAGE>



                  2.  Authorization  of Shares.  The Company  covenants that all
shares  of  Common  Stock  which  may be  issued  upon the  exercise  of  rights
represented  by this Warrant will,  upon exercise of the rights  represented  by
this Warrant, be duly authorized,  validly issued,  fully paid and nonassessable
and free from all taxes,  liens and  charges  in  respect  of the issue  thereof
(other than taxes in respect of any transfer  occurring  contemporaneously  with
such issue).

                 3.  Exercise of Warrant. Except as provided in Section 4 below,
exercise of the purchase  rights  represented by this Warrant may be made at any
time or times,  before the close of business on the  Termination  Date,  or such
earlier date on which this Warrant may terminate as provided in this Warrant, by
the  surrender  of this Warrant and the Notice of Exercise  Form annexed  hereto
duly  executed,  at the office of the Company (or such other office or agency of
the Company as it may  designate by notice in writing to the  registered  holder
hereof at the address of such holder  appearing on the books of the Company) and
upon payment of the Exercise  Price of the shares thereby  purchased;  whereupon
the holder of this Warrant  shall be entitled to receive a  certificate  for the
number of shares of Common Stock so purchased. Certificates for shares purchased
hereunder shall be delivered to the holder hereof within three (3) business days
after the date on which this Warrant  shall have been  exercised  as  aforesaid.
Payment  of the  Exercise  Price  of the  shares  may be by  certified  check or
cashier's  check or by wire transfer to an account  designated by the Company in
an amount  equal to the  Exercise  Price  multiplied  by the  number of  Warrant
Shares.

                  4. No  Fractional  Shares or Scrip.  No  fractional  shares or
scrip  representing  fractional shares shall be issued upon the exercise of this
Warrant.

                  5. Charges,  Taxes and Expenses.  Issuance of certificates for
shares of Common Stock upon the  exercise of this Warrant  shall be made without
charge to the holder  hereof for any issue or transfer  tax or other  incidental
expense in respect of the issuance of such  certificate,  all of which taxes and
expenses shall be paid by the Company,  and such certificates shall be issued in
the  name of the  holder  of this  Warrant  or in such  name or  names as may be
directed by the holder of this  Warrant;  provided,  however,  that in the event
certificates  for  shares of Common  Stock are to be issued in a name other than
the name of the  holder of this  Warrant,  this  Warrant  when  surrendered  for
exercise  shall be  accompanied  by the  Assignment  Form  attached  hereto duly
executed by the holder  hereof;  and  provided  further,  that upon any transfer
involved in the  issuance or delivery of any  certificates  for shares of Common
Stock,  the Company may require,  as a condition  thereto,  the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

                  6.   Closing  of  Books.   The  Company  will  not  close  its
shareholder books or records in any manner which prevents the timely exercise of
this Warrant for a period of time in excess of five (5) trading days per year.

                  7. No Rights as Shareholder until Exercise.  This Warrant does
not  entitle  the  holder  hereof  to any  voting  rights  or other  rights as a
shareholder of the Company prior to the exercise thereof.  Upon the surrender of
this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
so  purchased  shall be and be deemed to be issued to such  holder as the record
owner of such  shares  as of the close of  business  on the later of the date of
such surrender or payment.


                                      -23-

<PAGE>



                  8.  Assignment  and  Transfer of Warrant.  This Warrant may be
assigned by the surrender of this Warrant and the Assignment Form annexed hereto
duly  executed at the office of the  Company (or such other  office or agency of
the Company as it may  designate by notice in writing to the  registered  holder
hereof at the address of such holder appearing on the books of the Company).

                  9. Loss,  Theft,  Destruction  or Mutilation  of Warrant.  The
Company  represents  and  warrants  that upon receipt by the Company of evidence
reasonably  satisfactory to it of the loss, theft,  destruction or mutilation of
this  Warrant  certificate  or any stock  certificate  relating  to the  Warrant
Shares,  and in case of loss,  theft or  destruction,  of  indemnity or security
reasonably  satisfactory  to it, and upon  surrender  and  cancellation  of such
Warrant or stock certificate,  if mutilated, the Company will make and deliver a
new  Warrant  or  stock   certificate  of  like  tenor  and  dated  as  of  such
cancellation, in lieu of such Warrant or stock certificate.

                  10.  Saturdays,   Sundays,  Holidays,  etc.  If  the  last  or
appointed  day for the  taking  of any  action  or the  expiration  of any right
required or granted herein shall be a Saturday,  Sunday or a legal holiday, then
such action may be taken or such right may be exercised  on the next  succeeding
day not a legal holiday.

                  11.  Effect of Certain Events.

                  (a) If at any  time  the  Company  proposes  (i)  to  sell  or
otherwise  convey  all or  substantially  all of its  assets or (ii) to effect a
transaction  (by merger or otherwise) in which more than 50% of the voting power
of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in
which the  consideration  to be  received  by the  Company  or its  shareholders
consists solely of cash, then the Warrant shall terminate if the Warrant has not
been exercised by the effective date of such transaction, the Company shall give
the holder of this Warrant thirty (30) days' notice of such  termination  and of
the proposed effective date of the transaction.

                  (b) In case the  Company  shall  at any time  effect a sale or
merger  transaction in which the  consideration to be received by the Company or
its shareholders  consists in part of consideration  other than cash, the holder
of this Warrant shall have the right thereafter to purchase, by exercise of this
Warrant and payment of the aggregate  Exercise Price in effect immediately prior
to such action,  the kind and amount of shares and other securities and property
which it would have owned or have been  entitled to receive  after the happening
of such transaction had this Warrant been exercised immediately prior thereto.

                  12.  Adjustments  of  Exercise  Price and  Number  of  Warrant
Shares. The number and kind of securities  purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment  from time to time
upon the happening of any of the following.

                  (a) In the event the  Company  elects to pay the  Initial  Put
Repricing  Amount to the  Investor in lieu of issuing the Initial Put  Repricing
Shares,  the Exercise Price shall be reduced to the then current market price of
the Common Stock.

                  (b) In case the Company shall (i) declare or pay a dividend in
shares  of Common  Stock or make a  distribution  in  shares of Common  Stock to
holders of its outstanding Common

                                      -24-

<PAGE>



Stock, (ii) subdivide its outstanding  shares of Common Stock, (iii) combine its
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock or (iv) issue any shares of its capital stock in a reclassification of the
Common Stock,  then the number of Warrant  Shares  purchasable  upon exercise of
this Warrant  immediately  prior thereto shall be adjusted so that the holder of
this Warrant shall be entitled to receive the kind and number of Warrant  Shares
or other  securities  of the  Company  which he would  have  owned or have  been
entitled to receive had such Warrant been  exercised  in advance  thereof.  Upon
each  such  adjustment  of the  kind  and  number  of  Warrant  Shares  or other
securities of the Company which are  purchasable  hereunder,  the holder of this
Warrant shall thereafter be entitled to purchase the number of Warrant Shares or
other  securities  resulting from such  adjustment at an Exercise Price per such
Warrant Share or other security  obtained by  multiplying  the Exercise Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
purchasable pursuant hereto immediately prior to such adjustment and dividing by
the number of Warrant Shares or other  securities of the Company  resulting from
such  adjustment.  An adjustment  made pursuant to this  paragraph  shall become
effective  immediately after the effective date of such event retroactive to the
record date, if any, for such event.

                  13.  Voluntary  Adjustment by the Company.  The Company may at
any time during the term of this Warrant, reduce the then current Exercise Price
to any  amount  and for any period of time  deemed  appropriate  by the Board of
Directors of the Company.

                  14.  Notice of  Adjustment.  Whenever  the  number of  Warrant
Shares or number or kind of securities or other  property  purchasable  upon the
exercise of this Warrant or the Exercise Price is adjusted,  as herein provided,
the Company shall promptly mail by registered or certified mail,  return receipt
requested,  to  the  holder  of  this  Warrant  notice  of  such  adjustment  or
adjustments  setting forth the number of Warrant Shares (and other securities or
property)  purchasable  upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such adjustment,
setting  forth a brief  statement of the facts  requiring  such  adjustment  and
setting forth the computation by which such adjustment was made. Such notice, in
absence of manifest  error,  shall be conclusive  evidence of the correctness of
such adjustment.

                  15. Authorized  Shares.  The Company covenants that during the
period the Warrant is  outstanding,  it will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of the  Warrant  Shares  upon the  exercise of any  purchase  rights  under this
Warrant.  The Company further  covenants that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law or regulation, or of any requirements of the NASDAQ Small Cap
Stock Market or any domestic securities exchange upon which the Common Stock may
be listed.

                  16.  Call/Forced  Exercise.  The Company,  at its option,  may
redeem this  Warrant for $0.01 per  Warrant  Share by giving the Holder  written
notice  (the "Call  Notice")  at any time if the closing Bid Price of the Common
Stock of the Company is greater  than one hundred  fifty  (150%)  percent of the
Exercise Price for twenty (20)  consecutive  Trading Days. To be effective,  the
Call Notice must be given within three (3) Trading Days after the aforementioned
twenty day period. The

                                      -25-

<PAGE>



rights and privileges  granted  pursuant to this Warrant shall terminate  thirty
(30) days  after the Call  Notice is sent to the  Holder if the  warrant  is not
exercised during that period. In the event the Warrants are not exercised during
this period the Company  will remit to the Holder  $0.01 per Warrant  Share upon
the Holder tendering to the Company the expired Warrant certificate.

                  17.      Miscellaneous.

                  (a) Issue Date;  Jurisdiction.  The provisions of this Warrant
shall be  construed  and shall be given effect in all respects as if it had been
issued and  delivered by the Company on the date hereof.  This Warrant  shall be
binding  upon any  successors  or assigns of the  Company.  This  Warrant  shall
constitute a contract  under the laws of New York without regard to its conflict
of law, principles or rules, and be subject to arbitration pursuant to the terms
set forth in the Agreement.

                  (b) Restrictions.  The holder acknowledges and agrees that the
Warrant  Shares  shall be deemed to be  "restricted  securities"  and may not be
sold,  offered,  pledged,  transferred or otherwise disposed of before September
30,  1998 and may only be  sold,  offered,  pledged,  transferred  or  otherwise
disposed  of after such date  pursuant  to an  exemption  from the  registration
requirements  under the Securities Act. The holder hereof  acknowledges that the
Warrant Shares  acquired upon the exercise of this Warrant,  if not  registered,
will have restrictions upon resale imposed by state and federal securities laws.
Each  certificate  representing  the  Warrant  Shares  issued to the Holder upon
exercise will bear the following legend:

         "THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE U.S.  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
         ACT"), OR ANY OTHER APPLICABLE  SECURITIES LAWS AND HAVE BEEN ISSUED IN
         RELIANCE UPON AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES ACT AND SUCH OTHER  SECURITIES  LAWS.  NEITHER THIS SECURITY
         NOR ANY  INTEREST  OR  PARTICIPATION  HEREIN  MAY BE  REOFFERED,  SOLD,
         ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE
         DISPOSED OF,  EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
         UNDER THE  SECURITIES  ACT OR PURSUANT TO A TRANSACTION  THAT IS EXEMPT
         FROM, OR NOT SUBJECT TO, SUCH REGISTRATION".

                  (c) Modification  and Waiver.  This Warrant and any provisions
hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.

                  (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the holders hereof by the Company shall be
delivered or shall be sent by certified or registered mail, postage prepaid,  to
each such  holder at its  address as shown on the books of the Company or to the
Company at the address set forth in the Agreement.


                                      -26-

<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: July 2, 1998
                                                     XYBERNAUT CORPORATION


                                                     By 
                                                          ----------------------
                                                           Edward G. Newman
                                                           President



                                      -27-

<PAGE>



                               NOTICE OF EXERCISE

To:      XYBERNAUT CORPORATION

                  (1) The undersigned  hereby elects to purchase ________ shares
of Common  Stock,  par value $ per shares  (the  "Common  Stock")  of  XYBERNAUT
CORPORATION  pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise  price in full,  together with all  applicable  transfer
taxes, if any.

                  (2) Please issue a certificate  or  certificates  representing
said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------


                  (3) The shares of Common Stock being issued in connection with
the exercise of the attached  Warrant are [not] being issued in connection  with
the sale of the Common Stock.


Dated:


                                                  ------------------------------
                                                  Signature



<PAGE>



                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



                  FOR VALUE RECEIVED, the foregoing Warrant and all rights 
evidenced thereby are hereby assigned to

_______________________________________________ whose address is

---------------------------------------------------------------.



---------------------------------------------------------------

                                                 Dated:  ______________, 1998


                           Holder's Signature:   _____________________________

                           Holder's Address:     _____________________________

                                                 -----------------------------



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.