IBM Credit Corporation
FORM OF AMENDED AND RESTATED

AGREEMENT FOR WHOLESALE FINANCING 
(SECURITY AGREEMENT)

This Amended and Restated Agreement for Wholesale Financing (as amended, supplemented or otherwise modified from time to time, this"Agreement") dated December, 2001 is by and among IBM Credit Corporation, a Delaware corporation with a place of business at 1500 River Edge Parkway, Atlanta, GA ("IBM Credit"), Xybernaut Corporation, a Delaware corporation with its principal office at 12701 Fair Lakes Circle, Fair fax, VA 22033 ("XC") and Xybernaut Solutions, Inc., a Virginia corporation with its principal office at 8618 West wood Center Drive, Vienna, VA ("XSI"). XC and XSI are each referred to herein as a "Customer" or, collectively, the "Customers". Notwithstanding the foregoing, any obligation of a Customer or Customers herein shall be the joint and several obligation of XC and XSI. IBM Credit and Customers agree as follows:

WITNESSETH

WHEREAS, Xybernaut Corporation has heretofore entered into an Agreement for Wholesale Financing (Security Agreement) dated as of December 1, 1999 (as heretofore amended, supplemented or modified, the "Existing Agreement") with IBM Credit;

WHEREAS, Xybernaut Corporation desires to provide additional collateral to IBM Credit to further secure its obligations;

WHEREAS, Xybernaut Solutions, Inc. holds accounts receivable ("Accounts") as a result of products and services it provides to its customers and the Customers would like to pledge these Accounts to IBM Credit as further collateral;

WHEREAS, the parties hereto desire to further amend and restate the Existing Agreement for the purpose of, among other things, reflecting the addition of Xybernaut Solutions, Inc. as a Customer under the Existing Agreement and the addition of its Accounts as further collateral to secure the obligations under this Existing Agreement, as set forth herein;

WHEREAS, IBM Credit is willing to so amend and restate the Existing Agreement on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiently of which are hereby acknowledged, the parties agree the Existing Agreement is amended and restated in its entirety to read as follows: In the course of Customers’ business, Customers acquire products and want IBM Credit to finance Customers’ purchases of such products under the following terms and conditions:

1. IBM Credit may in its sole discretion from time to time decide the amount of credit IBM Credit extends to Customers, notwithstanding any prior course of conduct between the parties. IBM Credit may combine all of its advances to make one debt owed by Customers.

2. IBM Credit may in its sole discretion decide the amount of funds, if any, IBM Credit will advance on any products Customers may seek to acquire. Customers agree that any decision to finance products will not be binding on IBM Credit until such time as the funds are actually advanced by IBM Credit.

3. In the course of Customers’ operations, Customers intend to purchase from persons approved in writing by IBM Credit for the purpose of this Agreement (the "Authorized Suppliers") computer hardware and software products manufactured or distributed by or bearing any trademark or trade name of such Authorized Suppliers (the "Approved Inventory"). When IBM Credit advances funds, IBM Credit may send Xybernaut Corporation, for itself and on behalf of and as agent for Xybernaut Solutions, Inc., a Statement of Transaction or other statement. If IBM Credit does, the Customers will have acknowledged the debt to be an account stated and Customers will have agreed to the terms set forth on such statement unless Xybernaut Corporation notifies IBM Credit in writing of any question or objection within seven (7) days after such statement is mailed to Xybernaut Corporation.

4. (A) To secure payment of all Customers’ current and future obligations to IBM Credit whether under this Agreement, any guaranty that Customers now or hereafter execute, or any other agreement between Customers and IBM Credit, whether direct or contingent, Customers grant IBM Credit a security interest in all of Customers’ inventory, equipment, fixtures, accounts, contract rights, chattel paper, instruments, reserves, documents of title, deposit accounts, price protection payments, credits, discounts, incentive payments, rebates, and refunds, whether now owned or hereafter acquired, and all attachments, accessories, accessions, substitutions and/or replacements thereto and all proceeds thereof. All of the above assets are defined pursuant to the provisions of Article 9 of the Uniform Commercial Code and are hereinafter collectively referred to as the "Collateral". This security interest is also granted to secure Customers’ obligations to all of IBM Credit’s affiliates. Customers will hold all of the Collateral financed by IBM Credit, and the proceeds thereof, in trust for IBM Credit and Customers will immediately account for and remit directly to IBM Credit all such proceeds when payment is required under the terms set forth in the billing statement or as otherwise provided in this Agreement. IBM Credit may directly collect any amount owed to Customers from Authorized Suppliers with respect to the Collateral and credit Customers with all such sums received by IBM Credit from Authorized Suppliers. IBM Credit’s title, lien or security interest will not be impaired by any payments Customers make to the seller or anyone else or by their failure or refusal to account to IBM Credit for proceeds. Each Customer covenants and agrees with IBM Credit that:

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