Xybernaut Corporation
Ticker: XYBR 12701 Fair Lakes Circle, Suite 550
Exchange: NASDAQ-Small Cap Market Fairfax, Connecticut 22033
Industry: High-Tech (703) 631-6925

Type of Shares:Common Shares Filing Date:4/29/96
U.S. Shares:2,100,000 Offer Date:7/18/96
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:2,100,000 Offer Price:$5.50
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $10,500,000 Selling:$0.15
Expenses:$911,500 Reallowance:$0.03
Shares Out After:13,819,218

ManagerTierPhone
Royce Investment Group, Inc.Lead Manager (516) 364-8300
Kensington Wells IncorporatedCo-manager (516) 742-4444

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/95 3/31/96 3/31/95 3/31/96
Revenue:$0.08$0.32$0.03Assets:$1.09
Net Income:-$1.30-$0.70-$0.45Liabilities:$2.88
EPS:-$0.12-$0.06-$0.04Equity:-$1.79

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The Company is engaged in the research, development and commercialization of mobile computer systems and related software solutions designed to enhance all aspects of personal productivity, especially in commercial, industrial and military applications. The Company's first mobile computing product is the patented Mobile Assistant, which is a full function body-worn, voice-controlled personal computer with a head-mounted video display providing true computing mobility through hands-free operation. With the speed, memory, data processing, multimedia and communications capabilities of a desktop PC in a lightweight unit, the Mobile Assistant combines full function PC features with simultaneous user mobility. The Mobile Assistant combines full function PC feature with simultaneous user mobility. The Mobile Assistant with application software is designed to allow workers with minimal training to perform complex and time consuming tasks such as maintenance, repair and inspection of complex technological and mechanical systems, retrieval and analysis of medical information from remote locations, and coordination of remote commercial and industrial activities and military field operations, in a more efficient manner than current technology allows.

Use of Proceeds
The proceeds from the proposed offering will be used for marketing and sales, acquisition of inventory for the Mobile Assistant, research and development, capital expenditures, debt repayment, acquisition of an affiliate and working capital, including general and administrative expenses.

Last updated: 10/28/96

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