EXHIBIT 10.3

                         COMMON STOCK PURCHASE AGREEMENT
                         -------------------------------



         THIS COMMON STOCK PURCHASE AGREEMENT ("Purchase Agreement") is dated as
of  January  3,  2000,  by  and  between  XYBERNAUT   CORPORATION,   a  Delaware
corporation,  with headquarters  located at 12701 Fair Lakes Circle,  Suite 550,
Fairfax, Virginia 22033 (the "Company"), and DALSTON HOLDINGS LIMITED, having an
office at _____________________ (the "Investor").

                               W I T N E S S E T H

         WHEREAS,  the Company wishes sell to the Investor,  and the Investor is
willing to buy from the Company,  subject to the terms and  conditions set forth
herein, six hundred forty-seven thousand five hundred (647,500) shares of Common
Stock of the Company, par value $.01 per share.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
agreement  contained herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         1.       MUTUAL DELIVERIES.

                  (a)  Upon  the  delivery  by the  Investor  of the  sum of Two
Million Five Hundred  Ninety  Thousand and 00/100  ($2,590,000)  (the  "Purchase
Price"),  the Company shall deliver to the Investor one or more certificates for
647,500  shares of Common  Stock of the Company  (the  "Shares") at the price of
$4.00 per share, bearing substantially the following legend:

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       THE SECURITIES  REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT
       BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
       (THE  "SECURITIES  ACT"),  OR THE SECURITIES LAWS OF ANY STATE
       AND MAY NOT BE SOLD OR OFFERED  FOR SALE IN THE  ABSENCE OF AN
       EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  OR AN
       OPINION  OF  COUNSEL  OR  OTHER  EVIDENCE  ACCEPTABLE  TO  THE
       CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                  (b) The Company shall also deliver,  or cause to be delivered,
the original or execution copies of this Purchase Agreement.

         2.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The  Company
represents and warrants to the Investor that:

                  (a) The Company has the corporate power and authority to enter
into this Purchase  Agreement,  and to perform its  obligations  hereunder.  The
execution  and  delivery  by the  Company  of this  Purchase  Agreement  and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Purchase  Agreement has been duly executed and delivered by the Company and
constitute valid and binding  obligations of the Company  enforceable against it
in  accordance  with  their  respective  terms,  subject  to the  effects of any
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  creditors'  rights  generally  and to the  application  of  equitable
principles in any proceeding (legal or equitable).

                  (b) The execution,  delivery and performance by the Company of
this Purchase Agreement,  and the consummation of the transactions  contemplated
hereby,  do not and will not breach or constitute a default under any applicable
law  or  regulation  or of any  agreement,

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judgment,  order, decree or other instrument binding on the Company which breach
or default could reasonably by expected to have a material adverse effect on the
Company taken as a whole.

                  (c) Except as set forth in Form 10-QSB  filed on November  12,
1999  (the  "SEC  Filing"),  there is no  pending,  or to the  knowledge  of the
Company, threatened,  judicial,  administrative or arbitral action, claim, suit,
proceeding or investigation which might affect the validity or enforceability of
this  Purchase  Agreement  or which  involves the Company and which if adversely
determined,  could  reasonably be expected to have a material  adverse effect on
the Company.

                  (d) No  consent or  approval  of, or  exemption  by, or filing
with,  any party or  governmental  or public  body or  authority  is required in
connection  with the  execution,  delivery and  performance  under this Purchase
Agreement or the taking of any action contemplated hereunder or thereunder.

                  (e)  The  Company  has  been  duly  organized  and is  validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation.

                  (f) The execution,  delivery and performance of this Agreement
by the Company,  and the consummation of the transactions  contemplated  hereby,
will not (i) violate any provision of the Company's articles of incorporation or
bylaws, (ii) violate,  conflict with or result in the breach of any of the terms
of,  result in a material  modification  of the effect of,  otherwise,  give any
other contracting party the right to terminate, or constitute (or with notice or
lapse  of time or both  constitute)  a  default  under,  any  contract  or other
agreement  to which the  Company is a party or by or to which the Company or any
of the Company's assets or properties may be bound or subject, (iii) violate any
order,  judgment,  injunction,  award or  decree  of any  court,  arbitrator  or
governmental  or  regulatory  body  by  which  the  Company,  or the  assets  or
properties

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of the Company are bound, (iv) to the Company's knowledge,  violate any statute,
law or regulation.

         3.       REPRESENTATIONS  AND WARRANTIES OF THE INVESTOR.  The Investor
                  hereby  represents  and warrants to the Company that:

                  (a) The  Investor  has the  corporate  power and  authority to
enter into this Purchase Agreement and to perform its obligations hereunder. The
execution  and  delivery by the  Investor of this  Purchase  Agreement,  and the
consummation by the Investor of the transactions  contemplated hereby, have been
duly authorized by all necessary  corporate  action on the part of the Investor.
This Purchase Agreement has been duly executed and delivered by the Investor and
constitute valid and binding obligations of the Investor, enforceable against it
in  accordance  with  their  respective  terms,  subject  to the  effects of any
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  creditors'  rights  generally  and to the  application  of  equitable
principles in any proceeding (legal or equitable).

                  (b) The execution, delivery and performance by the Investor of
this Purchase Agreement,  and the consummation of the transactions  contemplated
hereby,  do not and will not breach or constitute a default under any applicable
law  or  regulation  or of any  agreement,  judgment,  order,  decree  or  other
instrument binding on the Investor.

                  (c) The Investor has prior substantial  investment experience,
including investment in non-listed and non-registered securities and has had the
opportunity  to engage  the  services  of an  investment  advisor,  attorney  or
accountant  to read all of the  documents  furnished

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or made  available  by the  Company  to the  Investor  in  connection  with this
investment and to evaluate the merits and risks of this investment.

         4.  COVENANTS OF THE COMPANY.  The Company  covenants and agrees to use
its best  efforts to register  the Shares and to include the Shares in the first
registration  statement  to be filed  subsequent  to the  effective  date of the
registration  statement  currently  pending  before the  Securities and Exchange
Commission.

         5.       DELIVERY OF SHARES.

                  a.  Promptly  following  the  delivery by the  Investor of the
Purchase  Price for the Common Stock in  accordance  with Section 1 hereof,  the
Company will irrevocably  instruct its transfer agent to issue the Shares to the
Investor with the legended certificates representing the Shares.

                  b. Within three (3) business  days (such third  business  day,
the  "Delivery  Date")  after the business day on which the Company has received
both of the Notice of Sale (by  facsimile  or other  delivery)  and the original
Common Stock  certificate  (and if the same are not  delivered to the Company on
the same date,  the date of delivery of the second of such  items),  the Company
(i) shall  deliver,  and shall  cause legal  counsel  selected by the Company to
deliver,  to its  transfer  agent  (with  copies  to  Investor)  an  appropriate
instruction and opinion of such counsel,  for the delivery of Unlegended  Shares
issuable upon sale of the Shares pursuant to Registration Statement ("Unlegended
Shares"); and (ii) transmit the certificates  representing the Unlegended Shares
(together,  unless otherwise  instructed by the Investor,  with Common Stock not
sold),  to the Investor at the address  specified in a Notice of Sale (which may
be the Investor's  address for

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notices as contemplated by Section 6 hereof or a different  address) via express
courier, by electronic transfer or otherwise.

                  c. In lieu of delivering  physical  certificates  representing
the Unlegended Shares provided the Company's  transfer agent is participating in
the Depository Trust Company ("DTC") Fast Automated Securities Transfer program,
upon request of the Investor and its compliance with the provisions contained in
this paragraph,  so long as the  certificates  therefor do not bear a legend and
the  Investor  thereof  is not  obligated  to return  such  certificate  for the
placement of a legend  thereon,  the Company shall use its best efforts to cause
its transfer agent to electronically transmit the Unlegended Shares by crediting
the account of Investor's  Prime Broker with DTC through its Deposit  Withdrawal
Agent Commission system.

         6. NOTICES.  Any notice required or permitted  hereunder shall be given
in writing (unless otherwise  specified herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States  Postal  Service,  by (a) advance copy by fax, and (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate  by ten days advance  written
notice to each of the other parties hereto.

COMPANY:          XYBERNAUT CORPORATION
                           12701 Fair Lakes Circle
                           Suite 550
                           Fairfax, Virginia 22033
                           ATT: Mr. Steven Newman, Vice Chairman
                           Telephone No.: (703) 631-6925
                           Facsimile No.:  (703) 631-6734

                           with a copy to:
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                           Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                           New York, New York 10036
                           ATTN: Martin Eric Weisberg, Esq.
                           Telephone No.: (212) 704-6000
                           Facsimile No.:  (212) 704-6288

PURCHASER:        At the address set forth on the first  page of this Agreement.

                           with a copy to:

                           Krieger & Prager, LLP
                           39 Broadway, Suite 1440
                           New York, New York 10006
                           Telephone No.: (212) 363-2900
                           Facsimile No.:  (212) 363-2999

         7. SEVERABILITY.  If a court of competent jurisdiction  determines that
any provision of this Purchase  Agreement is invalid,  unenforceable  or illegal
for any  reason,  such  determination  shall not affect or impair the  validity,
legality and enforceability of the other provisions of this Purchase  Agreement.
If any such  invalidity,  unenforceability  or illegality of a provision of this
Purchase  Agreement becomes known or apparent to any of the parties hereto,  the
parties  shall  negotiate  promptly  and in good  faith  in an  attempt  to make
appropriate  changes and  adjustments  to such provision  specifically  and this
Purchase Agreement generally to achieve as closely as possible,  consistent with
applicable  law, the intent and spirit of such provision  specifically  and this
Purchase Agreement generally.

         8. EXECUTION IN COUNTERPARTS.  This Purchase  Agreement may be executed
in  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute the same Purchase Agreement.

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         9. GOVERNING LAW. This Agreement  shall be governed by and  interpreted
in accordance with the laws of the State of New York.


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         IN WITNESS WHEREOF,  the parties have executed this Purchase  Agreement
as of the date first written above.

                                      XYBERNAUT CORPORATION



                                      By: ______________________________________
                                          Name:
                                          Title:

                                      DALSTON HOLDINGS LIMITED



                                      By: ______________________________________
                                          Name:
                                          Title: