Xybernaut Corp Watch

from 8-K ~10 pages Guc Distribution Agreement Between Xybernaut Corporation, Xybernaut Solutions, Inc. and Howard S. Cohen Dated as of November __, 2006 1 Guc Distribution Agreement Preamble

from 8-K ~5 pages Guc Subordinated Plan Note

from 8-K ~5 pages Amendment No. 1 to Amended and Restated Secured Promissory Note

from 8-K ~20 pages Amended and Restated Secured Promissory Note

from 8-K ~5 pages Settlement Agreement

from 8-K ~5 pages This Agreement Will Serve as the Contract Between Xybernaut Corporation and Xybernaut Solutions, Inc. (Together, “Xybernaut” or the “Company”) and Ssg Capital Advisors, L.P. (“Ssg”) Regarding the Retention of Ssg as Investment Banker to Xybernaut (“Engagement Agreement”), in Conjunction With the Engagement of Technology Option Capital, LLC. Ssg’s Responsibilities Hereunder Involve Providing Investment Banking Services to the Company Focusing on the Sale (The “Sale”) of the Xybernaut Operating Business and Assets, Including, but Not Limited To, Any and All Intellectual Property. Ssg and the Company Understand and Agree That Such Sale May Include a Sale of Multiple Classes of Intellectual Property to Multiple Buyers. A. Ssg’s Role 1. Sale Our Role in Connection With Any Sale Will Include the Following

from 8-K ~5 pages This Letter Will Confirm the Retention and Engagement of Technology Option Capital, LLC and Its Affiliates and Partners (Collectively, “Toc”) as the Financial Advisor to Xybernaut Corporation and Xybernaut Solutions, Inc. (Together, “Xybernaut” or the “Company”) to Provide Complex Intellectual Asset Management Services (Collectively, the “Project”) in Connection With: (I) Recommending to Management an Intellectual Asset Monetization Strategy That Will Maximize the Risk-Adjusted Near Term Return to the Company; and (III) Executing the Approved Monetization Strategy Through Processes May Include but Are Not Limited to the Sale, Auction, of Intellectual Assets and the Spin-Off of New Companies Centered About One or More of Those Assets. Scope of Services and Deliverables (I) Strategy Recommendation: In Coordination With Counsel to the Company, Toc Will Recommend in an Executive Presentation an Intellectual Asset Monetization Strategy That Will Maximize the Risk-Adjusted Near Term Return to the Company; And

from 8-K ~5 pages Escrow Agreement

from 8-K ~10 pages Security Agreement

from 8-K ~20 pages Secured Promissory Note

from 8-K 4 pages Sixth Amendment to Storage Space Rental Agreement

from 8-K 4 pages Seventh Amendment to Office Lease Agreement

from 8-K 3 pages Sixth Amendment to Office Lease Agreement

from 8-K 4 pages Fifth Amendment to Office Lease Agreement

from 8-K 4 pages Fourth Amendment to Office Lease Agreement

from 8-K 45 pages II Office Lease Agreement

from 8-K 13 pages Security Agreement

from 8-K 18 pages Secured Promissory Note

from 8-K 8 pages [Confidential]1

from 8-K 2 pages May 27, 2005 Dr. Edwin Vogt Xybernaut Gmbh Otto-Lilienthal-Str. 36 71034 Böblingen Re: Termination of Consulting Agreement Dear Mr. Vogt, Recent Reorganizations and Changing Needs Within Xybernaut Corporation Have Reduced the Necessity for Some of the Ongoing Consulting Services Previously Provided to the Company. Work Order #1 to the Consulting Agreement States: This Agreement Will Continue on a Quarterly Basis and May Be Terminated by Either Party Provided That Notification of Such Termination Is Made to the Other Party Within 30 Days of the End of the Calendar Quarter. if Notification Is Not Made Within Such Time Period, the Agreement Will Be Considered Terminated at the End of the Next Calendar Quarter. Please Consider This Correspondence as Formal Notice of Xybernaut Corporation’s Termination of Your Current Consulting Services Agreement. Therefore, the Termination of the Master Consulting Agreement and Any Related Work Orders Is Effective Thirty (30) Days of the Date of This Notice. Sincerely, /S/ Robert E. Henenlotter Robert E. Henenlotter, Esq. in House Counsel