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.

                              XYBERNAUT CORPORATION

                          COMMON STOCK PURCHASE WARRANT

                  1. Issuance. For good and valuable consideration,  the receipt
of which is hereby acknowledged by Xybernaut Corporation, a Delaware corporation
(the  "Company"),  Archway  Holdings  Limited,  or its  registered  assigns (the
"Holder")  is hereby  granted the right to purchase at any time until 5:00 P.M.,
New York City time, on September 29, 2005 (the "Expiration  Date"),  One Hundred
Nineteen  Thousand Eight Hundred Eighty (119,880) shares of the Company's Common
Stock,  par value $.01 per share  (the  "Common  Stock") at an initial  exercise
price of $6.25 per share (the "Exercise  Price"),  subject to further adjustment
as set forth in Section 6 hereof.

                  2. Exercise of Warrants.  (a) This Warrant is  exercisable  in
whole or in part at the  Exercise  Price  per  share  of  Common  Stock  payable
hereunder,  payable  in  cash or by  certified  or  official  bank  check.  Upon
surrender of this Warrant  Certificate  with the annexed Notice of Exercise Form
duly  executed,  together  with payment of the Exercise  Price for the shares of
Common Stock purchased, the Holder shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased.

                           (b) The Warrants  shall be callable by the Company if
the market  price of the Common  Stock  exceeds  $10.00 for any ten (10) trading
days during a fifteen (15) trading day period.

                  3.  Reservation  of Shares.  The Company hereby agrees that at
all times during the term of this  Warrant  there shall be reserved for issuance
upon exercise of this Warrant such number of shares of its Common Stock as shall
be required for issuance upon exercise of this Warrant (the "Warrant Shares").

                  4. Mutilation or Loss of Warrant.  Upon receipt by the Company
of evidence satisfactory to it of the loss, theft,  destruction or mutilation of
this  Warrant,  and (in the  case of  loss,  theft or  destruction)  receipt  of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new  Warrant of like tenor and date and any such lost,  stolen,  destroyed  or
mutilated Warrant shall thereupon become void.

<PAGE>

                  5.  Rights of the  Holder.  The Holder  shall  not,  by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity,  and the rights of the Holder are limited to those  expressed in this
Warrant and are not  enforceable  against  the Company  except to the extent set
forth herein.

                  6.       Protection Against Dilution.

                           (a)  Adjustment  Mechanism.  If an  adjustment of the
Exercise  Price is  required  pursuant  to this  Section 6, the Holder  shall be
entitled to purchase  such number of  additional  shares of Common Stock as will
cause (i) the total  number of shares  of Common  Stock  Holder is  entitled  to
purchase  pursuant to this  Warrant,  multiplied  by (ii) the adjusted  purchase
price per share,  to equal (iii) the dollar amount of the total number of shares
of Common Stock Holder is entitled to purchase before  adjustment  multiplied by
the total purchase price before adjustment.

                           (b) Capital  Adjustments.  In case of any stock split
or reverse stock split,  stock dividend,  reclassification  of the Common Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the Common  Stock of the  Company,  the  provisions  of this  Section 6 shall be
applied as if such capital  adjustment event had occurred  immediately  prior to
the date of this  Warrant  and the  original  purchase  price  had  been  fairly
allocated  to the stock  resulting  from such capital  adjustment;  and in other
respects the provisions of this Section 6 shall be applied in a fair,  equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof. A rights offering to stockholders of the Company shall be deemed a stock
dividend to the extent of the bargain purchase element of the rights.

                  7. Transfer to Comply with the  Securities  Act;  Registration
Rights.

                           (a) This  Warrant has not been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Act"),  or any  applicable  state
securities laws, and has been issued to the Holder for investment and not with a
view to the  distribution of either the Warrant or the Warrant  Shares.  Neither
this  Warrant  nor any of the  Warrant  Shares or any other  security  issued or
issuable  upon  exercise of this  Warrant may be sold,  transferred,  pledged or
hypothecated in the absence of an effective registration statement under the Act
relating to such security or an opinion of counsel  satisfactory  to the Company
that  registration  is not  required  under the Act.  Each  certificate  for the
Warrant,  the Warrant  Shares and any other  security  issued or  issuable  upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance   satisfactory   to  counsel  for  the  Company,   setting  forth  the
restrictions on transfer contained in this Section.

                           (b)  The  Company   agrees  to  file  a  registration
statement,  which  shall  include  the  Warrant  Shares,  on Form S-3 or another
available  form (the  "Registration  Statement"),  pursuant to the Common  Stock
Purchase  Agreement between the Company and the Holder dated as of September 29,
2000 (the "Purchase Agreement").

                  8.  Notices.  Any notice or other  communication  required  or
permitted  hereunder  shall be in  writing  and shall be  delivered  personally,
telegraphed,  telexed,  sent by

                                       2
<PAGE>

facsimile transmission or sent by certified, registered or express mail, postage
pre-paid.  Any such notice shall be deemed  given when so delivered  personally,
telegraphed,  telexed or sent by facsimile transmission,  or, if mailed, two (2)
days after the date of deposit in the United States mails, as follows:

                           (i)      if to the Company, to:

                                    Xybernaut Corporation
                                    12701 Fair Lakes Circle
                                    Suite  550
                                    Fairfax, Virginia 22033
                                    Attn:  John F. Moynahan, Sr. Vice President
                                    and Chief Financial Officer
                                    Telephone No.: (703) 631-6925
                                    Facsimile No.: (703) 631-3903

                           with a copy to:

                                    Parker Chapin LLP
                                    The Chrysler Building
                                    405 Lexington Avenue
                                    New York, New York  10174
                                    Attn: Martin Eric Weisberg, Esq.
                                    Telephone No.: (212) 704-6000
                                    Facsimile No.: (212) 704-6288


                           (ii)     if to the Holder, to:

                                    Archway Holdings Limited
                                    Gretton House, P.O. Box 65
                                    Duke Street, Grand Turk
                                    Turks & Caicos Islands
                                    British West Indies
                                    Attn:   C.B. Williams

Any party may be  notice  given in  accordance  with this  Section  to the other
parties designate another address or person for receipt of notices hereunder.

                  9. Supplements and Amendments;  Whole Agreement.  This Warrant
may be amended or  supplemented  only by an instrument in writing  signed by the
parties  hereto.  This Warrant of even date herewith and the Purchase  Agreement
contain the full understanding of the parties hereto with respect to the subject
matter  hereof  and  thereof  and  there  are  no  representations,  warranties,
agreements or understandings other than expressly contained herein and therein.

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<PAGE>

                  10.  Governing  Law.  This  Warrant  shall be  deemed  to be a
contract made under the laws of the State of New York and for all purposes shall
be  governed  by and  construed  in  accordance  with  the  laws of  such  State
applicable to contracts to be made and performed entirely within such State.

                  11.  Counterparts.  This Warrant may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

                  12. Descriptive Headings.  Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the 29th day of September 2000.

                                      XYBERNAUT CORPORATION


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       4

<PAGE>


                          NOTICE OF EXERCISE OF WARRANT

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by the Warrant Certificate No. W-__ dated as of __________, 2000, to
purchase  __________  shares of the Common Stock,  par value $.01 per share,  of
Xybernaut  Corporation and tenders herewith payment in accordance with Section 1
of said Common Stock Purchase Warrant.

         Please deliver the stock certificate to:

Dated:______________________




                                           By:__________________________________



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