EXHIBIT B

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED, PLEDGED OR
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND  UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR  XYBERNAUT  CORPORATION  (THE
"COMPANY")  SHALL  HAVE  RECEIVED  AN  OPINION  IN  FORM,  SCOPE  AND  SUBSTANCE
REASONABLY  ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY  ACCEPTABLE
TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE  PROVISIONS OF  APPLICABLE  FEDERAL AND STATE  SECURITIES  LAWS IS NOT
REQUIRED.

                          COMMON STOCK PURCHASE WARRANT

                              XYBERNAUT CORPORATION

                            EXPIRES NOVEMBER __, 2004

No.:  W-                                              Number of Shares:________
Date of Issuance:  November __, 2000


            1. Issuance.  In consideration  of good and valuable  consideration,
the receipt of which is hereby acknowledged by Xybernaut Corporation, a Delaware
corporation (the "Company"), ____________________________, or registered assigns
(the  "Holder")  is hereby  granted the right to purchase at any time until 5:00
P.M.,  New York  City  time,  on  November  __,  2004 (the  "Expiration  Date"),
__________________(____________)   fully  paid  and  nonassessable  shares  (the
"Warrant  Shares") of the Company's  Common Stock, par value $.01 per share (the
"Common Stock"),  at an exercise price (the "Exercise Price") per share equal to
$4.33.  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 Common Stock and Warrant Purchase  Agreement
dated as of November __, 2000 (the "Agreement"), 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.

            2.  Exercise  of  Warrants.  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  Expiration  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 an amount of  consideration  therefor  payable by (i)  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 purchased, (ii) if the

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Registration  Statement  (as  defined in the  Agreement)  has not been  declared
effective by November __, 2001, by "cashless  exercise",  by  surrendering  this
Warrant certificate to the Company to receive a number of shares of Common Stock
equal to (A) the number of Warrant  Shares  with  respect to which the Holder is
exercising this Warrant minus (B) the number of Warrant Shares which is equal to
the quotient  obtained by dividing (x) the product of the Exercise Price and the
number of Warrant  Shares being  purchased upon such exercise by (y) the closing
bid  price  of the  Common  Stock  on the  date of such  exercise  or (iii) by a
combination  of the  foregoing  methods.  In any case  where  the  consideration
payable  upon such  exercise  is being paid in whole or in part  pursuant to the
provisions of clause (ii),  such exercise shall be accompanied by written notice
from the Holder of this  Warrant  specifying  the manner of payment  thereof and
containing a calculation  (in accordance with  clause(ii)(B)  of this Section 2)
showing  the number of Warrant  Shares  with  respect to which  rights are being
surrendered  thereunder (the "Surrendered  Shares") and the net number of shares
of Common Stock to be issued after giving effect to such surrender.  The Company
shall cancel this Warrant with respect to any Surrendered  Shares.  In the event
of an exercise of this  Warrant in  accordance  with this  Section 2, the Holder
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.

            3.  Reservation of Shares.  The Company hereby covenants that at all
times  during the term of this  Warrant  there  shall be  reserved a  sufficient
number of shares of its Common  Stock as shall be  required  for  issuance  upon
exercise of this Warrant (the "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. Loss, Theft,  Destruction or Mutilation 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.

            6. 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.

            7.  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.

            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 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  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.

                                       2
<PAGE>

Upon each such  adjustment  of the kind and  number of  Warrant  Shares or other
securities  of the Company  which are  purchasable  hereunder,  the Holder 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 section 7 shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

            8. Intentionally Omitted.

            9. 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 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.

            10.  Warrant  Call.  At any  time or from  time  to time  after  the
Registration  Statement  (as defined in Section 11.2  hereof) has been  declared
effective,  the Company,  at its option,  may, upon written notice to the Holder
(the "Call  Notice"),  call (a) up to fifty percent (50%) of this Warrant if the
Common  Stock trades at a price equal to or greater than $7.50 per share for ten
(10)  consecutive  trading days prior to the date the Company  calls the Warrant
and (b) up to fifty  percent (50%) of this Warrant if the Common Stock trades at
a price  equal to or  greater  than  $15.00  per share for ten (10)  consecutive
trading days prior to the date the Company  calls the Warrant.  To be effective,
the Call Notice must be given within ten (10) days after the  aforementioned ten
(10) day period. The rights and privileges granted pursuant to this Warrant with
respect to such Warrant  Shares  subject to the Call Notice  shall  terminate if
this Warrant is not exercised  with respect to such Warrant Shares by the Holder
within ten (10) days after the Call Notice is  received  by the  Holder.  In the
event that this  Warrant is not  exercised  by the  Holder  with  respect to the
Warrant  Shares  subject to the Call Notice,  this Warrant  shall expire at 5:00
p.m.  eastern  time on the call date and the  Company  will  remit to the Holder
$0.01 per Warrant Share and a new Warrant certificate representing the number of
Warrant  Shares,  if any,  with  respect  to  which  this  Warrant  has not been
exercised or subject to a Call Notice upon such Holder  tendering to the Company
the expired Warrant certificate.

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

               11.1 This Warrant has not been  registered  under the  Securities
Act of 1933,  as  amended  (the  "Act")  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



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<PAGE>

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.

               11.2 The Company  hereby  agrees to register  the Warrant  Shares
pursuant to a registration  statement to be filed by the Company pursuant to the
Registration  Rights Agreement dated as of November __, 2000 (the  "Registration
Statement").

            12. Notices. Any notice or other communication required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by 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 days after the date of deposit in the United  States  mails.
The  addresses  for such  communications  shall be with respect to the Holder of
this Warrant or of Warrant  Shares  issued  pursuant  hereto,  addressed to such
Holder at its last know  address or facsimile  number  appearing on the books of
the  Company  maintained  for such  purposes,  or with  respect to the  Company,
addressed to:

                                    Xybernaut Corporation
                                    12701 Fair Lakes Circle
                                    Suite 550
                                    Fairfax, Virginia 22033
                                    Facsimile no.: (703) 631-3903
                                    Attn: John F. Moynahan

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other party hereto by
notice given in accordance  with this Section.  Copies of notices to the Company
shall be sent to (i) Dr.  Steven A. Newman,  Xybernaut  Corporation,  12701 Fair
Lakes Circle, Suite 550, Fairfax,  Virginia 22033, Facsimile no.: (703) 631-3903
and (ii) Martin E. Weisberg, Esq., Parker Chapin LLP, The Chrysler Building, 405
Lexington  Avenue,  7th Floor, New York, New York,  10174,  Facsimile no.: (212)
704-6288.

            13. 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 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.

            14.  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.

            15.  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.

            16.  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.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
November __, 2000.

                                      XYBERNAUT CORPORATION



                                      By:_______________________________________
                                         Name: Steven A. Newman
                                         Title: Vice Chairman

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<PAGE>


                          NOTICE OF EXERCISE OF WARRANT


                  The  undersigned  hereby  irrevocably  elects to exercise  the
right,  represented by the Warrant certificate dated as of __________,  2000, to
purchase  __________  shares of the Common Stock,  par value $0.01 per share, of
Xybernaut  Corporation and tenders herewith payment as follows (check applicable
box(es)):

                  |_| by certified  check,  cashier's  check or wire transfer of
$______________; and/or

                  |_| by the surrender for  cancellation  of such portion of the
attached Warrant as calculated in accordance with Section 2(ii) for the cashless
exercise of the Warrant and set forth below:

                 Number of Warrant Shares Surrendered for Cancellation:________

                 Number of Warrant Shares to be Issued:________________________

                  In exercising this Warrant,  the  undersigned  hereby confirms
and  acknowledges  that the shares of Common Stock are being acquired solely for
the account of the undersigned and not as a nominee for any other party, and for
investment, and that the undersigned will not offer sell or otherwise dispose of
any such shares of Common Stock, except under circumstances that will not result
in a violation of the United States  Securities Act of 1933, as amended,  or any
foreign or state securities laws.

                  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)
                           _______________________________



Dated: ______________

                                              _________________________________
                                              Name:

ACKNOWLEDGED BY:

XYBERNAUT CORPORATION

By:_________________________
      Name:
      Title:


By:_________________________
      Name:
      Title:

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