0000950133-05-003842 Sample Contracts

Contract
Engagement Letter • August 19th, 2005 • Xybernaut Corp • Computer communications equipment • Virginia

This engagement letter (the “Agreement”) confirms our understanding that Xybernaut Corporation (the “Company”) has engaged IP Innovations Financial Services, Inc. (“IPI”) to act as a strategic and financial advisor to the Company to assist the Company in its analysis, consideration and, if appropriate, execution of various financial and strategic alternatives available to it, and such other matters as the Company and IPI may agree during the course of IPI’s engagement (the “Engagement”).

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Re: Xybernaut/Boardroom Specialists LLC
Advisory Agreement • August 19th, 2005 • Xybernaut Corp • Computer communications equipment • New York

This letter agreement (“Agreement”) sets forth the services to be provided by Boardroom Specialists, LLC (“Boardroom”) to Xybernaut Corporation (the “Company”) and the terms and conditions under which such services will be performed (the “Engagement”). All references in this Agreement to Boardroom shall include officers, agents, and employees of Boardroom.

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