Xybernaut (XYBRQ) 8-K Termination of a Material Definitive Agreement

	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