EXHIBIT 4.4

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS.
SUCH  SECURITIES  MAY NOT BE OFFERED FOR SALE,  SOLD OR  OTHERWISE  TRANSFERRED,
ASSIGNED,  PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF,  AGREES THAT IT
WILL NOT SELL,  TRANSFER,  ASSIGN,  PLEDGE OR HYPOTHECATE THIS WARRANT EXCEPT AS
HEREIN PROVIDED.


         VOID AFTER 5:00 P.M. EASTERN STANDARD TIME ON OCTOBER 21, 2001.

No. 2                                                     As of October 22, 1996

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                For the Purchase of 30,000 Shares of Common Stock

                                       of

                              XYBERNAUT CORPORATION
                            (a Delaware corporation)

1.       Warrant.
         --------

         This  certifies   that   CHRISTINA  S.  KOHLHAAS   (together  with  any
transferees  as permitted by Section 3 hereof,  the "Holder") is the  registered
owner of this  Common  Stock  Purchase  Warrant  (the  "Warrant")  of  XYBERNAUT
CORPORATION,  a Delaware  corporation (the "Company").  Subject to the terms and
provisions set forth herein,  the Holder is entitled,  at any time and from time
to time from the date hereof  until 5:00 p.m.,  New York City time,  October 21,
2001, but not thereafter, to subscribe for, purchase and receive, in whole or in
part, up to THIRTY  THOUSAND  (30,000)  shares of Common Stock,  $0.01 par value
(the "Common  Stock"),  of the Company.  If October 21, 2001,  is a day on which
banking  institutions  are authorized by law to close,  then this Warrant may be
exercised on the next  succeeding day that is not such a day in accordance  with
the terms and provisions hereof. This Warrant is exercisable as to each share of
Common Stock covered  hereby at the price per share (the  "Exercise  Price") set
forth in Section 2 hereof.  The term  "Exercise  Price"  shall mean the  initial
exercise  price,  or such exercise  price as adjusted in the manner  provided in
Sections 2 and 6 hereof, depending on the context.
<PAGE>

2.       Exercise.

         2.1 Restrictions on Exercise; Exercise Price. This Warrant shall become
exercisable:

          (1)  immediately  as to 10,000 shares of Common Stock,  at an Exercise
               Price of $4.25 per share;

          (2)  as to an  additional  10,000  shares of  Common  Stock on the day
               after the closing bid price of the Common Stock equals or exceeds
               $11.00 per share for 25 consecutive trading days or for 30 out of
               35  consecutive  trading days, at an Exercise Price of $11.00 per
               share; and

          (3)  as to an  additional  10,000  shares of  Common  Stock on the day
               after the closing bid price of the Common Stock equals or exceeds
               $18.00 per share for 20 consecutive  trading days, at an Exercise
               Price of $18.00 per share.

            If the rights represented hereby shall not be exercised at or before
5:00 p.m.,  New York City time,  on October 21, 2001,  this Warrant shall become
and be void and  without  further  force or effect  and all  rights  represented
hereby shall cease and expire.

         2.2 Exercise Procedure. In order to exercise this Warrant, the exercise
form attached hereto must be duly executed, guaranteed,  completed and delivered
to the Company (to the  attention of the  Company's  Chief  Financial  Officer),
together  with this Warrant and payment of the Exercise  Price for the shares of
the Common Stock being  purchased.  The payment of the  Exercise  Price shall be
made by a certified check or bank check payable to the order of the Company.

3.       Restrictions on Transfer; Registration of Transfers.
         ----------------------------------------------------

         3.1 Restrictions on Transfer. The registered Holder of this Warrant, by
her  acceptance  hereof,  agrees  that this  Warrant  shall not be  transferable
without the prior written consent of the Company,  which consent may be withheld
in the  Company's  sole  discretion;  provided,  however,  that the  Holder  may
transfer all or any part of this Warrant or any  securities  purchased  upon the
exercise of all or any part of this Warrant to CSK  Securities  Research or Neal
J. Kohlhaas;  provided further,  that prior to any such permitted  transfer,  if
such transfer is not made pursuant to an effective  registration statement under
the  Securities  Act of 1933,  as  amended  (the  "Act"),  the Holder  will,  if
requested by the Company, deliver to the Company:

          (1)  an opinion of counsel  satisfactory in form,  substance and scope
               to the Company that this Warrant or the securities purchased upon
               the  exercise  of  this  Warrant  may  be   transferred   without
               registration  under the Act and any applicable  state  securities
               laws;
<PAGE>

          (2)  an agreement by the proposed  transferee to the impression of the
               restrictive  investment legend set forth below on this Warrant or
               the securities to be received upon the exercise thereof;

          (3)  an  agreement  by such  transferee  that the  Company may place a
               notation in the stock  books of the  Company or a "stop  transfer
               order" with any transfer  agent or registrar  with respect to the
               securities purchased upon the exercise of this Warrant; and

          (4)  an  agreement  by such  transferee  to be bound by the  terms and
               provisions of this Warrant  (including,  without  limitation,  of
               this  Section 3 relating  to the  transfer  of all or any part of
               this Warrant or of the securities  purchased upon the exercise of
               this Warrant).

                  The  Holder  agrees  that this  Warrant  and each  certificate
representing securities purchased upon the exercise of this Warrant shall bear a
legend as follows unless such securities have been registered under the Act:

                  "The   securities   represented   by  this  warrant  and  each
                  certificate representing securities purchased upon exercise of
                  this warrant have not been registered under the Securities Act
                  of 1933,  as amended  (the  "Act"),  or any  applicable  state
                  securities  laws. Such securities may not be offered for sale,
                  sold  or   otherwise   transferred,   assigned,   pledged   or
                  hypothecated  except  pursuant  to an  effective  registration
                  statement  under the Act,  or pursuant  to an  exemption  from
                  registration  under the Act and pursuant to  applicable  state
                  securities laws."

         3.2 Registration of Transfers.  In order to make any permitted transfer
or  assignment  of this  Warrant,  the Holder  must  deliver to the  Company the
assignment  form  attached  hereto  duly  executed,  guaranteed  and  completed,
together with this Warrant and payment of all transfer taxes, if any, payable in
connection therewith.  Payment of any applicable transfer taxes shall be made by
certified  check  or bank  check  payable  to the  Company.  The  Company  shall
thereafter  transfer  such  portion  of  this  Warrant  as is  specified  in the
assignment  form on the books of the Company and shall execute and deliver a new
warrant  or  warrants  of  like  tenor  with  this  Warrant  to the  appropriate
transferee(s) expressly evidencing the right to purchase the number of shares of
Common  Stock  purchasable  hereunder or such portion of such number as shall be
contemplated by such transfer.

4.       New Warrants to be Issued.
         --------------------------

         4.1 Partial Exercise or Transfer. Subject to the restrictions set forth
in Sections 2 and 3 hereof,  this  Warrant may be exercised  or  transferred  in
whole or in part. In the event of the exercise or transfer  hereof in part only,
upon surrender of this Warrant for cancellation, together with the duly executed
exercise or assignment  form and funds  sufficient to pay any required

<PAGE>

transfer  tax, the Company  shall cause to be  delivered  to the Holder  without
charge a new warrant or new warrants of like tenor with this Warrant in the name
of the Holder evidencing the right to purchase, in the aggregate,  the remaining
number of underlying shares of Common Stock  purchasable  hereunder after giving
effect to any such partial exercise or transfer.

         4.2 Lost or Destroyed Warrant.  Upon receipt by the Company of evidence
satisfactory  to the  Company,  in its  sole  discretion,  of the  loss,  theft,
destruction or mutilation of this Warrant and of an  indemnification in favor of
the Company reasonably satisfactory to it, the Company shall execute and deliver
a new  warrant  of like  tenor  and date.  Any such new  warrants  executed  and
delivered  as a result of such loss,  theft,  mutilation  or  destruction  shall
represent the exact same  contractual  obligations on the part of the Company as
are represented by this Warrant.

5.       Registration Rights.
         --------------------

         5.1 "Piggy-Back" Registration.

              (1) Grant of Right.

                  (i)      The Holder of this Warrant  shall have the right (the
                           "Piggy-Back  Right")  for a period of three (3) years
                           beginning   on  the  date  hereof  (the   "Piggy-Back
                           Period"),  to  include  all of the  shares  of Common
                           Stock  underlying  such  Warrant  (the   "Registrable
                           Securities")   as   part  of  any   registration   of
                           securities  filed  by  the  Company  (other  than  in
                           connection  with a transaction  contemplated  by Rule
                           145(a)  promulgated under the Act or pursuant to Form
                           S-8); provided,  however,  that if, in the opinion of
                           the Company's  managing  underwriter or underwriters,
                           if any,  for  such  offering,  the  inclusion  of the
                           Registrable Securities,  when added to the securities
                           being  registered  by  the  Company  or  any  selling
                           stockholder(s), will exceed the maximum amount of the
                           Company's  securities  that can be marketed  (x) at a
                           price reasonably related to their then current market
                           value,  or  (y)  without   materially  and  adversely
                           affecting the entire terms of the offering,  then the
                           number  of  shares to be  included  in such  offering
                           shall be reduced,  and such shares  shall be excluded
                           from such  offering in a number  deemed  necessary by
                           such managing underwriter or underwriters, based upon
                           and subject to a pro rata  reduction of the number of
                           Registrable  Securities the Holder of such securities
                           proposed to include therein.

                  (ii)     In the event  that the  Holder is unable to  exercise
                           her  Piggy-Back  Right  due  to  the  failure  of the
                           Company to register any of its securities  within the
                           Piggy-Back    Period,    the   Company   shall,    as
<PAGE>


                           expeditiously as practicable following the expiration
                           of the Piggy-Back  Period,  register the  Registrable
                           Securities  by  preparing  and filing a  registration
                           statement  on  Form  S-8 or such  other  registration
                           statement  form  as  may  then  be  available  to the
                           Company.

         (2)      Terms. The Company shall bear all fees and expenses  attendant
                  to  registering  the  Registrable  Securities,  but the Holder
                  shall pay any and all underwriting  commissions,  the expenses
                  of any legal counsel selected by the Holder to represent it in
                  connection  with the sale of the  Registrable  Securities  and
                  applicable  transfer  taxes,  if any.  In the  event of such a
                  proposed  registration,  the  Company  shall  furnish the then
                  Holder of  outstanding  Registrable  Securities  with not less
                  than thirty (30) days  written  notice  prior to the  proposed
                  date of filing of such registration  statement.  If the Holder
                  desires to exercise  her  Piggy-Back  Right,  the Holder shall
                  furnish the Company  written  notice,  within twenty (20) days
                  after the receipt of the Company's  notice of its intention to
                  file a registration statement, specifying the number of shares
                  of Registrable Securities the Holder intends to sell.

         (3)      Information Furnished by and Representations of the Holder. It
                  shall be a condition precedent to the Company's obligations to
                  the  Holder of the  Registrable  Securities  pursuant  to this
                  Section 5 that she  furnish to the  Company  in  writing  such
                  information regarding herself and the distribution proposed by
                  her as the Company may reasonably  request.  Additionally,  in
                  connection with a proposed  registration under this Section 5,
                  the Holder  represents  and  warrants to the Company  that she
                  will use her best efforts to comply with all applicable  rules
                  and regulations of the Securities and Exchange  Commission and
                  will make such  representations  and warranties to the Company
                  and the underwriters, in each case, as are customarily made by
                  selling shareholders to issuers and underwriters,  as the case
                  may be, in underwritten public offerings.

         5.2  Indemnification.  The Company  shall  indemnify  the Holder of the
Registrable  Securities  to be  sold  pursuant  to  any  registration  statement
described herein and each person, if any, who controls such Holder ("Controlling
Persons")  within the  meaning of Section 15 of the Act or Section  20(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  against all
loss, claim, damage,  expense or liability (including all reasonable  attorneys'
fees and other  expenses  reasonably  incurred in  investigating,  preparing  or
defending  against any claim whatsoever) to which any of them may become subject
under the Act,  the Exchange Act or  otherwise,  arising from such  registration
statement;  provided, however, that the Company will not be liable to the extent
that any loss,  claim,  damage,  expense or liability  arises out of information
furnished  by or on behalf of such  Holder,  or her  successors  or assigns,  in
writing,  for specific inclusion in such registration  statement.  The Holder of
the Registrable  Securities to be
<PAGE>

sold pursuant to such  registration  statement,  and her successors and assigns,
shall  severally  (with the other holders of  Registrable  Securities),  and not
jointly,  indemnify  the Company and each of its  officers,  directors,  agents,
employees and Controlling Persons,  against all loss, claim, damage,  expense or
liability   (including  all  reasonable   attorneys'  fees  and  other  expenses
reasonably  incurred in investigating,  preparing or defending against any claim
whatsoever)  to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holder, or
her  successors  or  assigns,  in  writing,   for  specific  inclusion  in  such
registration statement.

6.       Adjustments to Exercise Price and Number of Securities.
         -------------------------------------------------------

         6.1 Subdivision and Combination.  In case the Company shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

         6.2  Adjustment  in  Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 6, the number of
shares of Common  Stock  issuable  upon the  exercise of this  Warrant  shall be
adjusted to the nearest full number  obtained by multiplying  the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock  issuable  upon  exercise  of  this  Warrant  immediately  prior  to  such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

         6.3 Recapitalization. For the purpose of this Warrant, the term "Common
Stock"  shall  also  mean any other  class of stock  resulting  from  successive
changes or reclassifications of Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

         6.4  Merger  or  Consolidation.  In  case of any  consolidation  of the
Company with, or merger of the Company with or into, another  corporation (other
than a consolidation or merger which does not result in any  reclassification or
change  of the  outstanding  Common  Stock),  the  corporation  formed  by  such
consolidation  or merger shall execute and deliver to the Holder a  supplemental
warrant  providing  that the holder of each  warrant then  outstanding  or to be
outstanding shall have the right thereafter (until the stated expiration of such
warrant)  to receive,  upon  exercise  of such  warrant,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
consolidation or merger,  by a holder of the number of shares of Common Stock of
the Company for which such warrants might have been exercised  immediately prior
to such  consolidation,  merger,  sale or transfer.  Such supplemental  warrants
shall  provide for  adjustments  which  shall be  identical  to the  adjustments
provided in this Section 6. The above provisions of this Section shall similarly
apply to successive consolidations or mergers.

         6.5 No Adjustment of Exercise Price in Certain Cases.  No adjustment of
the Exercise Price shall be made:

<PAGE>


                  (1)      Upon the  issuance  or sale of the  shares  of Common
                           Stock issuable upon the exercise of (i) this Warrant,
                           or (ii) any options  granted  under any stock  option
                           plan of the Company; or

                  (2)      If the amount of said  adjustment  shall be less than
                           two cents ($.02) per share of Common Stock; provided,
                           however, that in such case, any adjustment that would
                           otherwise  be  required  then  to be  made  shall  be
                           carried  forward and shall be made at the time of and
                           together with the next subsequent  adjustment  which,
                           together  with any  adjustment  so  carried  forward,
                           shall  amount to at least two cents  ($.02) per share
                           of Common Stock.

         6.6  Redemption  of Warrants.  This  Warrant  cannot be redeemed by the
Company without the prior written consent of the Holder.


         6.7  Dividends and Other  Distributions.  In the event that the Company
shall at any time  prior  to the  exercise  in full of this  Warrant  declare  a
non-cash  dividend (other than a dividend  consisting solely of shares of Common
Stock) or otherwise distribute to its stockholders any assets, property, rights,
evidences  of  indebtedness,  securities  (other than  shares of Common  Stock),
whether  issued by the Company or by another,  or any other thing of value other
than cash, the Holder of this Warrant shall thereafter be entitled,  in addition
to the shares of Common Stock or other  securities and property  receivable upon
the exercise thereof,  to receive,  upon the exercise of such Warrant,  the same
property,  assets,  rights,  evidences of indebtedness,  securities or any other
thing of value that it would have been  entitled  to receive at the time of such
dividend or distribution as if this Warrant had been exercised immediately prior
to  such  dividend  or  distribution.  At the  time  of  any  such  dividend  or
distribution,  the Company shall make appropriate  reserves to ensure the timely
performance of the provisions of this Section 6.7.

         6.8  Elimination  of  Fractional  Interests.  The Company  shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the  exercise of this  Warrant,  nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock or other  securities,
properties or rights as shall be issuable upon the exercise hereof.

         6.9  Reservation.  The  Company  shall at all  times  reserve  and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
hereof. The Company covenants and agrees that, upon exercise of this Warrant and
payment of the  Exercise  Price  therefor,  all shares of Common Stock and other
securities,  properties or rights  issuable upon such exercise shall be duly and
validly issued, fully paid and nonassessable.

7.       Certain Notice Requirements.
         ----------------------------
<PAGE>

         7.1 Holder's  Right to Receive  Notice.  Except as set forth in Section
8.2 hereof,  nothing herein shall be construed as conferring upon the Holder the
right to vote or consent or to receive notice as a stockholder  for the election
of  directors  or any other  matter,  or as having  any rights  whatsoever  as a
stockholder of the Company.

         7.2 Notice of Change in Exercise  Price.  The Company  shall,  promptly
after an event  requiring a change in the Exercise  Price  pursuant to Section 6
hereof,  send written  notice to the Holder of such event and change (the "Price
Notice").  The Price Notice shall  describe the event causing the change and the
method  of  calculating  same  and  shall be  prepared  by the  Company's  Chief
Financial Officer.

         7.3 Transmittal of Notices. All notices,  requests,  consents and other
communications  under or relating to this Warrant  shall be in writing and shall
be deemed to have been duly given or made when hand delivered, or when delivered
by a recognized overnight courier:

                  (1)      if to the registered Holder of this Warrant,  to: CSK
                           Securities   Research   25  Woodview   Lane   Novato,
                           California 94945 Attention: Christina S. Kohlhaas

                  (2)      if to the Company, to:
                           Xybernaut Corporation
                           12701 Fair Lakes Circle, Suite 550
                           Fairfax, Virginia 22033
                           Attention: Edward G. Newman

                           with a copy to:
                           Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                           New York, New York  10036-8735
                           Attention: Martin E. Weisberg, Esq.

Either of the Holder or the Company may change the foregoing address by a notice
given in the manner provided in this Section 8.4.

8.       Miscellaneous.
         --------------

         8.1  Amendments.  This Warrant may not be amended,  altered or modified
except by a written instrument duly executed by the Company and the Holder.

<PAGE>

         8.2 Headings. The headings contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.

         8.3 Entire Agreement.  This Warrant, together with the other agreements
and documents  being  executed and delivered  pursuant to or in connection  with
this Warrant, constitute the entire agreement of the parties hereto with respect
to the  subject  matter  hereof,  and  supersede  all prior and  contemporaneous
agreements and understandings of the parties,  oral and written, with respect to
the subject matter hereof, all of which are merged herein.

         8.4 Binding  Effect.  This Warrant shall inure solely to the benefit of
and  shall be  binding  upon  the  Holder  and the  Holder's  heirs,  executors,
administrators,  distributees,  successors and permitted  assigns,  and upon the
Company and its  successors  and  assigns,  and no other person shall have or be
construed  to have any legal or  equitable  right,  remedy or claim  under or in
respect of or by virtue of this Warrant or any provisions herein contained.

         8.5 Governing Law;  Submission to  Jurisdiction.  This Warrant shall be
governed by and construed and enforced in accordance  with the laws of the State
of  Delaware,  without  giving  effect to its conflict of laws  principles.  Any
action,  suit or proceeding  against the Company or the Holder arising out of or
relating in any way to this Warrant  shall be brought and enforced in the courts
of the State of New York (located in New York County) or of the United States of
America for the  Southern  District of New York,  and the Company and the Holder
irrevocably submit to such  jurisdiction,  which jurisdiction shall be exclusive
for all  purposes  relating  to this  Warrant.  The  parties  hereto  waive  any
objection  to such  exclusive  jurisdiction  and that such courts  represent  an
inconvenient forum. The prevailing party in any such action shall be entitled to
recover from the other party all of its reasonable  attorneys' fees and expenses
relating to such action,  suit or proceeding  and/or incurred in connection with
the preparation therefor.  The Holder and the Company waive their right to trial
by jury with respect to any such action, suit or proceeding.

         8.6  Waiver,  Etc.  The  failure of the Company or the Holder to at any
time  enforce  any of the  provisions  of this  Warrant  shall  not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this Warrant or any provision  hereof or the right of the Company or
the Holder to thereafter  enforce each and every  provision of this Warrant.  No
waiver of any breach,  noncompliance or  nonfulfillment of any of the provisions
of this  Warrant  shall be  effective  unless set forth in a written  instrument
executed  by the party or  parties  against  whom or which  enforcement  of such
waiver  is  sought;  and  no  waiver  of  any  such  breach,   noncompliance  or
nonfulfillment  shall be  construed  or  deemed  to be a waiver  of any other or
subsequent breach, noncompliance or nonfulfillment.

         8.7 Severability. In the event that any provision of this Warrant shall
be determined to be illegal or unenforceable,  the remaining  provisions of this
Warrant shall remain binding and in full force and effect.
<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its duly authorized officer as of October 22, 1996.

                                     XYBERNAUT CORPORATION


                                     By:_________________________________
                                         Name:  Edward G. Newman
                                         Title:    President and Chief Executive
      Officer


<PAGE>


                              XYBERNAUT CORPORATION

                       Form to be used to exercise Warrant
                       -----------------------------------


XYBERNAUT CORPORATION
12701 Fair Lakes Circle, Suite 550
Fairfax, Virginia 22033

Date: ________________, 19__

                  The undersigned, the registered holder of the Warrant enclosed
herewith,  hereby  elects  irrevocably  to  exercise  the within  Warrant and to
purchase __________ shares of Common Stock of Xybernaut Corporation,  a Delaware
corporation,  and  hereby  makes  payment  of  $_____________  (at  the  rate of
$______________  per share) in payment of the Exercise Price  pursuant  thereto.
Please issue the shares as to which the Warrant is exercised in accordance  with
the instructions given below.


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



                                    ------------------------------------
                                    Signature Guaranteed



                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name
    ----------------------------------------------------------------------------
                            (Print in Block Letters)

Address
       -------------------------------------------------------------------------

                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank  other  than a  savings  bank,  by a  trust  company,  or by a firm  having
membership on a registered national securities exchange.


<PAGE>


                              XYBERNAUT CORPORATION

                        Form to be used to assign Warrant
                        ---------------------------------


                                   ASSIGNMENT

                  (To be executed by the registered  Holder to effect a transfer
of the within Warrant):

                  FOR  VALUE  RECEIVED,  ________________________________  , the
registered holder of the Warrant enclosed herewith, does hereby sell, assign and
transfer  unto  __________________________  the right to  purchase  ____________
shares of Common Stock of Xybernaut  Corporation,  a Delaware  corporation  (the
"Company"),  evidenced  by the within  Warrant  and does  hereby  authorize  the
Company to transfer such right on the books of the Company.

Dated:__________________, 199_


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



                                    ------------------------------------
                                    Signature Guaranteed


                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank  other  than a  savings  bank,  by a  trust  company,  or by a firm  having
membership on a registered national securities exchange.