REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  is made and  entered  into as of
November ___, 2000 (this  "Agreement"),  by and among Xybernaut  Corporation,  a
Delaware  corporation  (the  "Company"),  the  purchasers  listed  on  Exhibit A
attached hereto (each a "Purchaser" and collectively, the "Purchasers").

         Upon the terms and subject to the  conditions  of the Common  Stock and
Warrant  Purchase  Agreement,  dated as of November ___,  2000, by and among the
Company and the Purchasers (the "Purchase Agreement"), the Company has agreed to
provide to the Purchasers certain  registration  rights under the Securities Act
of 1933, as amended, and the rules and regulations  thereunder,  with respect to
the _________  shares (the  "Shares") of the Company's  common stock,  par value
$.01 per share  ("Common  Stock"),  and the shares of Common Stock issuable upon
exercise of the Warrants (the "Warrant  Shares") issued to the Purchasers on the
date  hereof  pursuant  to the  Purchase  Agreement.  The  number of Shares  and
Warrants to be issued to each Purchaser is set forth  opposite such  Purchaser's
name on Exhibit A.

                  The  Company  and  each  of the  Purchasers  hereby  agree  as
follows:

1.       Definitions.

                  Capitalized  terms used and not otherwise defined herein shall
have the meanings  given such terms in the Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

                  "Advice" shall have the meaning set forth in Section 3(k).

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise;  and the terms of "affiliated,"  "controlling"  and "controlled" have
meanings correlative to the foregoing.

                  "Blackout  Period" shall have the meaning set forth in Section
3(l).

                  "Board" shall have the meaning set forth in Section 3(l).

                  "Business Day" means any day except  Saturday,  Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
State  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Stock" means the Company's  Common  Stock,  par value
$.01 per share.

<PAGE>

                  "Effectiveness  Date" means with  respect to the  Registration
Statement the earlier of the 60th day  following the Closing Date,  before which
the Company  will use its best  efforts to cause the  registration  statement to
become  effective,  and the date which is within five (5)  Business  Days of the
date on which the  Commission  informs the Company that the  Commission (i) will
not review the  Registration  Statement or (ii) that the Company may request the
acceleration of the effectiveness of the Registration Statement.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing  Date" means the date the  Registration  Statement  is
filed which date shall be on or before the 30th date after the Closing Date.

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities, including the Purchaser and
their permitted assigns.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Nasdaq" shall mean the Nasdaq National Market.

                  "Person"  means an individual or a  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability  company,  joint stock company,  government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

                  "Registrable  Securities"  means the  Shares  and the  Warrant
Shares and any  shares of Common  Stock  issuable  upon any stock  split,  stock
dividend,  recapitalization  or  similar  event with  respect to such  Shares or
Warrant Shares.

                  "Registration  Statement"  means  the  registration  statement
contemplated by Section 2, including (in each case) the  Prospectus,  amendments
and supplements to such

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<PAGE>

registration   statement  or  Prospectus,   including  pre-  and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference in
such registration statement.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  158"  means  Rule  158  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

         2. Registration.  The Company shall use its best efforts to prepare and
file  with the  Commission,  on or  prior to the  Filing  Date,  a  Registration
Statement  covering all  Registrable  Securities for an offering to be made on a
continuous  basis pursuant to Rule 415. The  Registration  Statement shall be on
Form S-3 (except if the Company is not then  eligible to register for resale the
Registrable  Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith). The Company shall use its best
efforts to cause the Registration  Statement to be declared  effective under the
Securities  Act as promptly as  practicable  after the filing  thereof but on or
prior  to  the  Effectiveness  Date  and to  keep  such  Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  pursuant to Rule 144(k) as determined by the counsel to
the Company  pursuant to a written  opinion  letter,  addressed to the Company's
transfer agent to such effect (the "Effectiveness Period").

         3. Registration Procedures.

         In connection with the Company's  registration  obligations  hereunder,
the Company shall:

         (a) Use its best efforts to prepare and file with the Commission, on or
prior  to the  Filing  Date,  a  Registration  Statement  on Form S-3 (or if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3 such registration shall be on another appropriate form in accordance
herewith) in accordance  with the method or methods of  distribution  thereof as
specified by the Holders  (except if  otherwise  directed by the  Holders),  and
cause the Registration  Statement to become effective and remain effective on or
prior to the  Effectiveness  Date as provided herein;  provided,  however,  that
prior to the filing of the Registration  Statement or any related  Prospectus or
any  amendment or  supplement  thereto  (including  any  document  that would be
incorporated  therein by  reference),  the Company  shall furnish to the Holders
copies of all such documents  proposed to be filed,  which documents (other than
those incorporated by reference) will be subject to the review of such Holders.

                                      -3-
<PAGE>

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities  for the  Effectiveness  Period;  (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 424 (or any
similar  provisions then in force)  promulgated  under the Securities Act; (iii)
respond as promptly as practicable to any comments  received from the Commission
with  respect to the  Registration  Statement  or any  amendment  thereto and as
promptly as  practicable  provide the Holders  true and  complete  copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

         (c) Notify the Holders of Registrable Securities to be sold as promptly
as  practicable  (i)(A)  when a  Prospectus  or  any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration  Statement or Prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

         (d) Use its best  efforts  to avoid the  issuance  of,  or, if  issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

         (e) Promptly deliver to each Holder,  without charge, as many copies of
the Registration  Statement,  Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably request.

                                      -4-
<PAGE>

         (f) Prior to any public  offering of  Registrable  Securities,  use its
best  efforts to register or qualify or  cooperate  with the selling  Holders in
connection  with the  registration  or  qualification  (or  exemption  from such
registration or qualification) of such Registrable Securities for offer and sale
under the  securities or Blue Sky laws of such  jurisdictions  within the United
States as any Holder  requests in  writing,  to keep each such  registration  or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things  necessary to enable the  disposition
in such  jurisdictions of the Registrable  Securities  covered by a Registration
Statement;  provided, however, that the Company shall not be required to qualify
generally to do business in any  jurisdiction  where it is not then so qualified
or to take any action that would subject it to general service of process in any
such jurisdiction  where it is not then so subject or subject the Company to any
material tax in any such jurisdiction where it is not then so subject.

         (g) Cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends.

         (h) Upon the occurrence of any event  contemplated by Section  3(c)(v),
as promptly as  practicable,  prepare a  supplement  or  amendment,  including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

         (i) Use its best efforts to cause all Registrable  Securities  relating
to such  Registration  Statement  to be  listed  on the  Nasdaq  and  any  other
securities  exchange,  quotation  system,  market or  over-the-counter  bulletin
board,  if any,  on which  similar  securities  issued by the  Company  are then
listed.

         (j)  Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than forty-five (45) days after the end of
any 12-month period (or ninety (90) days after the end of any 12-month period if
such period is a fiscal  year)  commencing  on the first day of the first fiscal
quarter of the Company after the effective date of the  Registration  Statement,
which statement shall conform to the requirements of Rule 158.

         (k) Require each selling  Holder to furnish to the Company  information
regarding such Holder and the distribution of such Registrable  Securities as is
required by law to be disclosed in the Registration  Statement,  and the Company
may exclude from such registration the Registrable Securities of any such Holder
who fails to furnish  such  information  within a  reasonable  time prior to the
filing of each Registration  Statement,  supplemented  Prospectus and/or amended
Registration  Statement.  If any Registration  Statement or Prospectus refers to
any Holder by name or otherwise as the Holder of any  securities of the Company,
then such  Holder  shall  promptly  notify the  Company of any fact of which the
Holder  becomes aware and the

                                      -5-
<PAGE>

happening  of any event  which  relates  to the Holder or  distribution  of such
securities owned by such Holder which results in the  Registration  Statement or
the  Prospectus  included in such  Registration  Statement  containing an untrue
statement of material  fact or omitting to state a material  fact required to be
stated  therein or necessary to make the  statements  therein not misleading and
shall  provide to the Company such  information  as shall be necessary to enable
the  Company  to  prepare  a  supplement  or  post-effective  Amendment  to such
Registration  Statement or  Prospectus or any document  incorporated  therein by
reference or file any other document required so that the Registration Statement
or Prospectus  will not contain an untrue  statement of material fact or omit to
state a material fact required to be stated therein.

                  If the Registration  Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

                  Each Holder covenants and agrees that (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(e) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

                  Each  Holder  agrees by its  acquisition  of such  Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any event of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv) or
3(c)(v), such Holder will forthwith discontinue  disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(h), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

                  (l) If (i) there is material non-public  information regarding
the Company which the  Company's  Board of Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the Registration Statement,  then the Company may suspend effectiveness of
a registration  statement and suspend the sale of Registrable Securities under a
Registration  Statement  for a period  that the Board,  in its sole  discretion,
determines to be reasonable under the circumstances (a "Blackout Period").

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<PAGE>

                  (m) Notwithstanding anything to the contrary contained in this
Agreement,  the  Registration  Statement  shall  register  for  resale  only the
Registrable  Securities  and  those  securities  listed on  Schedule  3.2 to the
Purchase Agreement.

         4. Registration Expenses

                  All fees and  expenses  incident  to the  registration  of the
Registrable  Securities  shall be  borne by the  Company,  other  than  fees and
expenses  of any  counsel  retained  by  the  Holders  in  connection  with  the
transactions  contemplated by this Agreement and those set forth in the Purchase
Agreement,  which fees and expenses  shall be borne  exclusively by the Holders,
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and  expenses  to be borne by the  Company  shall  include,
without  limitation,  the  following:  (i)  all  registration  and  filing  fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required to be made with the Nasdaq and each other securities exchange or market
on which  Registrable  Securities are required  hereunder to be listed,  and (B)
with respect to filings  required to be made with the Commission;  (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  holders  of a majority  of the  Registrable
Securities included in the Registration Statement),  (iii) messenger,  telephone
and delivery  expenses,  (iv) fees and  disbursements of counsel for the Company
and (v) fees and  expenses  of all other  Persons  retained  by the  Company  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the Company's  independent  public
accountants  (including the expenses of any comfort letters or costs  associated
with the  delivery by  independent  public  accountants  of a comfort  letter or
comfort letters).  In addition,  the Company shall be responsible for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the  expense of any annual  audit,  the fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.

         5. Indemnification

                  (a)  Indemnification  by  the  Company.   The  Company  shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the  officers,  directors,  agents or  employees,  if any, of such
Holder and each  Person who  controls  any such  Holder  (within  the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling Person, and
the respective successors,  assigns, estate and personal representatives of each
of the foregoing,  to the fullest extent  permitted by applicable  law, from and
against any and all claims, losses, damages, liabilities,  penalties, judgments,
costs  (including,  without  limitation,  costs of  investigation)  and expenses
(including,  without  limitation,  attorneys' fees and expenses)  (collectively,
"Losses"),  as  incurred,  arising  out of or  relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or

                                      -7-
<PAGE>

supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  except to the extent,  but only to the extent,  that such
untrue statements or omissions are based upon information  regarding such Holder
furnished  in writing to the Company by such Holder  expressly  for use therein,
which information was reasonably  relied on by the Company for use therein.  The
Company  shall  notify  the  Holders  promptly  of the  institution,  threat  or
assertion of any Proceeding of which the Company is aware in connection with the
transactions  contemplated by this  Agreement.  Such indemnity shall survive the
transfer of the Registrable Securities by the Holders.

                  (b) Indemnification by Holders.  Each Holder shall,  severally
and not  jointly,  indemnify  and hold  harmless  the  Company,  the  directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors,  officers,  agents or employees of such controlling  Persons,
and the respective successors,  assigns, estate and personal  representatives of
each of the foregoing,  to the fullest extent  permitted by applicable law, from
and against all Losses, as incurred,  arising solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any  Prospectus,  or any form of  prospectus,  or arising solely out of or based
solely upon any  omission of a material  fact  required to be stated  therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that such  untrue  statement  or omission is  contained  in or omitted  from any
information  so furnished in writing by such Holder to the Company  specifically
for inclusion in the  Registration  Statement or such  Prospectus  and that such
information  was  reasonably   relied  upon  by  the  Company  for  use  in  the
Registration   Statement,   such   Prospectus   or  such  form  of   prospectus.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable  under this  Section 5(b) for only that amount as does not exceed the net
proceeds  to such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

                  (c) Conduct of Indemnification  Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party) in writing,  and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided that the failure of any Indemnified Party to give such notice shall not
relieve the  Indemnifying  Party of its  obligations or liabilities  pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed in
writing to pay such fees and expenses;  or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such  Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any

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<PAGE>

such Proceeding  (including any impleaded parties) include both such Indemnified
Party and the Indemnifying  Party,  and such  Indemnified  Party shall have been
advised by counsel  that a conflict  of  interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.

                  All fees and  expenses  of the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the
Indemnifying  Party,  regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to  indemnification  hereunder;  provided that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder.

                  (d) Contribution. If a claim for indemnification under Section
5(a) or 5(b) is  unavailable  to an  Indemnified  Party  because of a failure or
refusal  of  a  governmental   authority  to  enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of indemnifying  such  Indemnified  Party,  shall,
severally  and not  jointly,  contribute  to the amount  paid or payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying,  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such  party  in  accordance  with its  terms.  Notwithstanding  anything  to the
contrary  contained herein, the Holder shall be liable or required to contribute
under this Section 5(d) for only that amount as does not exceed the net proceeds
to such  Holder as a result of the sale of  Registrable  Securities  pursuant to
such Registration Statement.

                                      -9-
<PAGE>

                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section 5(d) were determined by pro
rata  allocation  or by any other method of  allocation  that does not take into
account the equitable  considerations  referred to in the immediately  preceding
paragraph. No Person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and  contribution  agreements  contained in this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties

         6. Rule 144.

                  As long as any Holder owns Registrable Securities, the Company
covenants  to use its best  efforts  to timely  file (or  obtain  extensions  in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the Company  after the date hereof  pursuant to Section
13(a) or 15(d) of the  Exchange  Act.  As long as any  Holder  owns  Registrable
Securities,  if the Company is not required to file reports  pursuant to Section
13(a) or 15(d) of the  Exchange  Act, it will prepare and furnish to the Holders
and make publicly available in accordance with Rule 144(c) promulgated under the
Securities  Act annual  and  quarterly  financial  statements,  together  with a
discussion  and  analysis of such  financial  statements  in form and  substance
substantially  similar to those that would  otherwise be required to be included
in reports  required by Section  13(a) or 15(d) of the Exchange  Act, as well as
any other  information  required  thereby,  in the time period that such filings
would have been  required to have been made under the Exchange  Act. The Company
further  covenants  that it will take such  further  action  as any  Holder  may
reasonably request,  all to the extent required from time to time to enable such
Person to sell Shares without  registration  under the Securities Act within the
limitation  of the  exemptions  provided  by  Rule  144  promulgated  under  the
Securities Act.

         7. Miscellaneous.

                  (a) Failure to File  Registration  Statement and Other Events.
The Company and the Purchasers agree that the Holders will suffer damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness  Period or
if certain other events occur. The Company and the Holders further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (i) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness  Date,  or (ii) the Company  fails to file with the  Commission  a
request for  acceleration  in  accordance  with Rule 461  promulgated  under the
Securities  Act within  five (5)  Business  Days of the date that the Company is
notified  (orally or in writing,  whichever is earlier) by the Commission that a
Registration  Statement will not be "reviewed," or not subject to further review
(any such failure  being  referred to as an "Event"),  the Company  shall pay as
liquidated  damages  for such  failure  and not as a  penalty  (the  "Liquidated
Damages") to each Holder an amount  equal to two percent  (2%) of such  Holder's
pro  rata  share  of the  purchase  price  paid by all  Holders  for the  Shares
purchased  pursuant to the  Purchase  Agreement  for each thirty (30) day period
following  such Event until the  applicable  Event has been cured,  which amount
shall be pro rated for any  period  less than

                                      -10-
<PAGE>

thirty (30) days (the "Periodic  Amount").  Payments to be made pursuant to this
Section 7(a) shall be due and payable immediately upon demand in cash or, at the
option of the Holder,  in shares of Common  Stock.  The  parties  agree that the
Periodic Amount represents a reasonable  estimate on the part of the parties, as
of the date of this Agreement,  of the amount of damages that may be incurred by
the Holders if the Registration Statement is not filed on or prior to the Filing
Date or has not been  declared  effective by the  Commission  on or prior to the
Effectiveness Date.

                  (b) Remedies.  In the event of a breach by the Company or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

                  (c) Specific Enforcement, Consent to Jurisdiction.

                     (i) The Company and the Holders  acknowledge and agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce  specifically  the terms and provisions  hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

                     (ii)  Each  of the  Company  and  the  Holders  (i)  hereby
irrevocably  submits to the jurisdiction of the United States District Court for
the  Southern  District  of New York  and the  courts  of the  State of New York
located in New York county for the  purposes of any suit,  action or  proceeding
arising out of or relating to this Agreement and (ii) hereby waives,  and agrees
not to assert in any such suit,  action or proceeding,  any claim that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Each of the Company and the Holders  consents
to process being served in any such suit, action or proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice  thereof.  Nothing in this Section shall affect or
limit any right to serve process in any other manner permitted by law.

                  (d) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and  Holders  of not less 51% of the  Registrable  Securities  then owned by all
Holders.  Notwithstanding the foregoing,  a waiver or consent to depart from the
provisions  hereof with  respect to a matter  that  relates  exclusively  to the
rights of Holders and

                                      -11-
<PAGE>

that does not directly or  indirectly  affect the rights of other Holders may be
given by Holders of at least a majority of the  Registrable  Securities to which
such waiver or consent relates;  provided,  however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

                  (e) Notices.  Any and all notices or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications  shall be with  respect to each  Holder at its  address set forth
under its name on Exhibit A attached  hereto,  or with  respect to the  Company,
addressed to:

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

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 parties  hereto
by such notice.  Copies of notices to any Holder shall be sent to the  addresses
set forth on the signature pages to the Purchase Agreement. Copies of notices to
the Company shall be sent to:

                  Xybernaut Corporation
                  12701 Fair Lakes Circle
                  Suite 550
                  Fairfax, Virginia  22033
                  Attention:  Dr. Steven A. Newman
                  Facsimile no.:  (703) 631-3903

                  and

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

                                      -12-
<PAGE>

                  (f)  Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns.  Permitted  assigns of the Company  shall  include any person or entity
which  acquires all or  substantially  all of the capital stock or assets of the
Company or is the  successor  to the Company by merger,  consolidation  or other
similar  transaction.  No Holder shall assign its rights  hereunder  without the
prior written consent of the Company.

                  (g) Counterparts. This Agreement may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                  (h)  Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to  principles  of  conflicts  of  law  thereof.  This  Agreement  shall  not be
interpreted  or construed  with any  presumption  against the party causing this
Agreement to be drafted.

                  (i)  Cumulative  Remedies.  The remedies  provided  herein are
cumulative and not exclusive of any remedies provided by law.

                  (j)  Severability.   If  any  term,  provision,   covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable in any respect, the remainder of the terms, provisions,  covenants
and  restrictions  set forth  herein  shall  remain in full force and effect and
shall in no way be affected,  impaired or  invalidated,  and the parties  hereto
shall use their  reasonable  efforts to find and employ an alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (k) Headings. The headings herein are for convenience only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

                  [Remainder of Page Intentionally Left Blank]

                                      -13-
<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Registration Rights Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.

                                          XYBERNAUT CORPORATION


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


                                          [PURCHASER]


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


                                      -14-