XYBERNAUT CORP
FORM OF PLEDGE AGREEMENT
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<TYPE>EX-10.47
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<FILENAME>w58917ex10-47.htm
<DESCRIPTION>FORM OF PLEDGE AGREEMENT
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<P align="right"><B>Exhibit 10.47</B>

<P align="center"><B>FORM OF PLEDGE AGREEMENT</B>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PLEDGE AGREEMENT dated as of December&nbsp;31, 2001 (this &#147;Agreement&#148;), by and
between Edward G. Newman (the &#147;Pledgor&#148;), and Xybernaut Corporation, a Delaware
corporation (the &#147;Secured Party&#148;).

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to that certain promissory note dated even date herewith
in the principal amount of $1,026,708, made by the Pledgor and payable to the
order of the Secured Party (the &#147;Note&#148;). The Note evidences a loan by the
Secured Party in the principal amount of the Note. This Agreement is the
Pledge Agreement referred to in the Note.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW THEREFORE, in consideration of the premises, and in order to induce
the Secured Party to make the loan to the Pledgor evidenced by the Note, the
Pledgor hereby agrees with the Secured Party as follows:

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Pledge and Security Interest.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Pledgor hereby pledges to the Secured Party and hereby grants to
the Secured Party a first priority lien on, and security interest in, all his
right, title and interest in and to the shares of capital stock of the Secured
Party, owned by the Pledgor and which are set forth on Schedule&nbsp;A attached
hereto (the &#147;Pledged Shares&#148;), and all proceeds of the Pledged Shares,
including, without limitation, all cash, securities or other property
distributed in respect of or in exchange for any or all such Pledged Shares
(together with the Pledged Shares, the &#147;Pledged Collateral&#148;), as security for
the prompt and complete payment when due of all amounts payable to the Secured
Party under the Note and this Agreement (collectively, the &#147;Obligations&#148;).

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Pledgor agrees to deliver promptly or cause to be delivered to the
Secured Party all Pledged Shares, and any and all certificates or other
instruments or documents representing any of the Pledged Collateral (together
with any necessary endorsement). All Pledged Shares delivered to the Secured
Party shall be accompanied by undated stock or bond powers duly executed in
blank or other instruments of transfer satisfactory to the Secured Party and by
such other instruments and documents as the Secured Party may reasonably
request.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;This Agreement constitutes a security agreement under Article&nbsp;9 of the
Uniform Commercial Code as in effect in the Commonwealth of Virginia, as the
same may be amended from time to time (the &#147;UCC&#148;), with respect to the Pledged
Collateral.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Voting Rights; Attorney-in-Fact. So long as no Event of Default (as
such term is defined in the Note) shall have occurred and be continuing, the
Pledgor shall be entitled to exercise all voting rights pertaining to the
Pledged Shares and to give consents, waivers and ratifications in respect
thereof. After the occurrence and during the continuance of an Event of
Default, the Secured Party shall have the exclusive right to vote any and all
of the Pledged Shares and to give consents, waivers and ratifications in
respect thereof, and the Pledgor shall deliver to the Secured Party such
proxies or other documents and instruments as the Secured Party may request to further
effectuate the foregoing. For these purposes, the Pledgor designates
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<P>and
appoints the Secured Party as the Pledgor&#146;s agent and attorney-in-fact for
purposes of executing such documents and instruments as the Secured Party may
consider necessary or appropriate for purposes of implementing this Agreement.
The foregoing designation and appointment is irrevocable and coupled with an
interest.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Representations, Warranties and Covenants of the Pledgor. The Pledgor
represents and warrants to the Secured Party that:

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the execution, delivery and performance of the Note and this Agreement
by the Pledgor do not violate or conflict with any law applicable to the
Pledgor, any order or judgment of any court or other agency or governmental
authority applicable to the Pledgor or any of the Pledgor&#146;s assets or any
contractual restriction binding on or affecting the Pledgor or any of his
assets;

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the Pledgor has obtained all consents that are required to have been
obtained by him with respect to the Note and this Agreement (including, without
limitation, any consent required to be obtained from the issuer of the Pledged
Shares) and all such consents are in full force and effect and all conditions
of any such consents have been complied with;

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the Note and this Agreement constitute the legal, valid and binding
obligations of the Pledgor, enforceable against him in accordance with their
respective terms, subject to applicable bankruptcy, insolvency or other similar
laws affecting creditors&#146; rights generally and to equitable principles of
general application (regardless of whether enforcement is sought in a
proceeding in equity or at law); and

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;on the date hereof and as of the date of any future delivery of
Pledged Collateral to the Secured Party and at all times until the security
interests granted by this Agreement are terminated pursuant to Section&nbsp;6
hereof: (A)&nbsp;the Pledgor is or will be the owner of such Pledged Collateral,
subject to no adverse claim (including any lien, encumbrance or claim of legal
or beneficial ownership), except the lien and security interest in favor of the
Secured Party; (B)&nbsp;the Pledgor has or will have full power, authority and legal
right to pledge the Pledged Collateral to the Secured Party hereunder, and no
consent, approval or other authorization of any person or governmental
authority is required (except those which have been obtained) in connection
therewith; and (C)&nbsp;the lien of this Agreement constitutes or will constitute a
first priority perfected security interest in the Pledged Collateral in favor
of the Secured Party.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;Rights of the Secured Party. The Secured Party shall not be liable
for failure to collect or realize upon the Pledged Collateral, or for any delay
in so doing nor shall it be under any obligation to take any action whatsoever
with regard thereto. If an Event of Default has occurred and is continuing,
the Secured Party may thereafter, without notice, exercise all rights,
privileges or options pertaining to any Pledged Shares as if it were the
absolute owner thereof, upon such terms and conditions as it may determine, all
without liability except to account for property actually received by it, but
the Secured Party shall have no duty to exercise any of the aforesaid rights,
privileges or options and shall not be responsible for any failure to do so or
delay in so doing.

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;Remedies.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Upon the occurrence and during the continuance of an Event of Default,
the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of
time and place of public or private sale), each of which demands,
advertisements or notices are hereby expressly and irrevocably waived by the
Pledgor, may forthwith collect, receive and realize upon the Pledged Collateral
or any part thereof shall have come into the Secured Party&#146;s possession at such
time, and may forthwith sell, assign, give option or options to purchase,
contract to sell or otherwise dispose of and deliver the Pledged Collateral or
any part thereof, in one or more parcels at public or private sale or sales, at
any exchange, broker&#146;s board or elsewhere upon such terms and conditions as the
Secured Party may deem advisable and at such prices as the Secured Party in its
sole discretion may deem advisable, with the right to the Secured Party upon
any such public sale to purchase the whole or any part of the Pledged
Collateral so sold. Each purchaser at any such sale, public or private, shall
hold the property sold free from any claim or right on the part of the Pledgor,
and the Pledgor hereby waives (to the extent permitted by law) stay and
appraisal which such Pledgor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted. The
Secured Party agrees that it shall give to the Pledgor, not less than ten (10)
days notice (which the Pledgor agrees is reasonable notice within the meaning
of Section&nbsp;9-504 of the UCC) of the time and place of any public sale or of the
time at which a private sale or other intended disposition of the Pledged
Collateral is to take place. The Pledgor recognizes that the Secured Party may
be unable to effect a public sale of any or all of the Pledged Collateral but
may be compelled to resort to one or more private sales thereof to a restricted
group of purchasers who will be obliged to agree, among other things, to
acquire such securities for their own account for investment and not with a
view to the distribution or resale thereof. The Pledgor acknowledges and
agrees that any such private sale may result in prices and other terms less
favorable to the seller than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Secured
Party shall be under no obligation to delay a sale of any of the Pledged
Collateral for the period of time necessary to permit the Pledgor to register
such securities for public sale under applicable federal or state securities
laws.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In addition to these rights and remedies set forth in Section&nbsp;5(a)
hereof, upon the occurrence and during the continuance of an Event of Default,
the Secured Party shall be entitled to transfer the Pledged Shares into its own
name and assume legal ownership thereof in full satisfaction of the
Obligations, whereupon the Pledgor shall not have any further liability under
the Note or hereunder.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Secured Party shall apply the net proceeds of any collection,
recovery, receipt, realization or sale of the Pledged Collateral, after
deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care, safekeeping or otherwise of any
and all of the Pledged Collateral or in any way relating to the rights of the
Secured Party hereunder, including reasonable legal fees and expenses, to the
payment, in whole or in part, of all accrued but unpaid interest on the Note
and then to the outstanding principal amount of the Note.
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In addition to the rights and remedies granted to the Secured Party in
this Agreement, the Secured Party shall have all the rights and remedies of a
secured party under the UCC with respect to the Pledged Collateral.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding anything set forth in this Agreement, should the
closing price of the shares of Common Stock, par value $0.01 per share of the
Pledgee ( the &#147;Common Stock&#148;), for five (5)&nbsp;trading days on the principal
securities exchange or trading system on which the Common Stock is then traded
multiplied by the number of shares of Common Stock then comprising the Pledged
Shares, the Pledgor can request the Secured Party to sell all or a portion of
the Pledged Shares in the open market or take possession of the Pledged Shares
(as designated by the Pledgor), whereupon the Secured Party shall effectuate
such sale or take possession of the Pledged Shares, as so designated, whereupon
the Obligations shall be considered satisfied.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;Termination of Security Interest.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Upon the payment in full of all obligations of the Pledgor under the
Note, the Secured Party shall deliver to the Pledgor all items of Pledged
Collateral in the Secured Party&#146;s possession.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Upon any delivery of Pledged Collateral to the Pledgor in accordance
with the terms of this Agreement, the lien and security interest provided for
herein as to such Pledged Collateral shall immediately terminate and cease to
attach thereto (if such lien and security interest has not previously
terminated and ceased to attach).

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;Further Assurances. The Pledgor agrees that at any time and from time
to time upon the written request of the Secured Party, the Pledgor will execute
and deliver such further documents and do such further acts and things as the
Secured Party may reasonably request in order to effect the purposes of this
Agreement.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions and without affecting the validity, enforceability or legality of
such provision in any other jurisdiction.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;Waivers; Remedies Cumulative. The Secured Party shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder and no waiver or amendment shall be valid unless in writing,
signed by the Secured Party, and then only to the extent therein set forth. A
waiver by the Secured Party of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Secured Party would otherwise have on any future occasion. No failure to
exercise nor any delay in exercising on the part of the Secured Party, any
right, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided are
cumulative and may be
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<P>exercised singly or concurrently, and are not exclusive
of any rights or remedies provided by law.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;Amendment. This Agreement may be amended, modified or altered only by
an instrument in writing executed by the Pledgor and the Secured Party.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;Place of Delivery and Release of Pledged Collateral and Remittances.
Each delivery and release of Pledged Collateral and remittance of dividends or
interest thereon or of other amounts to the Secured Party or the Pledgor
hereunder shall be made at the address for such party set forth in the preamble
hereto or at such other address in the United States of America as such party may
have last specified for such delivery or remittance by notice to the other
party.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;Notices. Except as otherwise expressly provided herein, all notices
and other communications in connection with this Agreement will be sufficient
if in writing and sent by hand, by certified or registered mail (with return
receipt requested), by overnight courier or by confirmed facsimile
transmission. If delivered by hand or overnight courier, a notice or
communication will be deemed effective on the date of delivery. If delivered
by certified or registered mail (return receipt requested), a notice or
communication will be deemed effective four days after mailing. If sent by
facsimile transmission, a notice or communication will be deemed effective upon
receipt.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;Binding Effect; Applicable Law. This Agreement and all obligations of
the Pledgor hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the Pledgor, and shall, together
with the rights and remedies of the Secured Party hereunder, inure to the
benefit of the Secured Party and its successors and assigns; provided that the
Pledgor may not assign all or any part of this Agreement without the prior
written consent of the Secured Party. This Agreement is being delivered and is
intended to be performed in the Commonwealth of Virginia, and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by the laws of the Commonwealth of Virginia, without giving effect
to the principles of conflicts of laws thereunder. This Agreement shall not be
interpreted or construed with any presumption against the party that caused
this Agreement to be drafted.

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;Counterparts. This Agreement may be executed (including by facsimile
signature) in two (2)&nbsp;or more counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same agreement.
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above stated.

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        <TD valign="top"><FONT size="3">____________________________________<BR>
EDWARD G. NEWMAN</FONT></TD>
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        <TD valign="top"><FONT size="3">XYBERNAUT CORPORATION</FONT></TD>
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        <TD valign="top"><FONT size="3">By:__________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:</FONT></TD>
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<P align="right"><B>SCHEDULE A</B>

<P>&nbsp;

<P align="center"><B>PLEDGED SHARES</B>

<P>&nbsp;

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;250,000 shares of common stock, par value $0.01, of Xybernaut Corporation


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