Xybernaut Strengthens Corporate Governance — Aligns Board of Directors for Greater Independence; Independent Directors Now Constitute Board Majority

Business Wire, Nov 1, 2004

FAIRFAX, Va. -- Xybernaut(R) Corporation (NASDAQ:XYBR) today announced a re-alignment of the Company's Board of Directors. The Board changes are intended to enhance the independence of the Board while reflecting the Company's commitment to good corporate governance practices.

Subsequent to the Company's Annual Meeting -- currently scheduled for Wednesday, December 15 -- Xybernaut will have a majority of independent Board members. Specifically, Kazuyuki Toyosato has decided not to stand for re-election to the Board of Directors and Eugene J. Amobi has decided to resign from his position as a member of the Board of Directors.

"Both Kaz and Eugene have contributed greatly to our efforts to-date and, working closely with Xybernaut management, made their decisions to support the Company's efforts to strengthen its balance of internal-independent directors," stated Edward G. Newman, Xybernaut chairman and CEO. "Stronger corporate governance was a clear objective for the Company and we are pleased to be able to share with our investors our continued commitment to high standards of corporate governance. In the past two years, Xybernaut strengthened our Board with outstanding members whose long-standing experience complements our multiple markets. The additions of General Tuttle, Ambassador Ginsburg, Dr. Merten and Mr. Yamaoka have contributed greatly to our efforts on this front. We firmly believe that maintaining a strong and properly balanced Board of Directors is in the best interest of our Company and our stakeholders at all levels and we look forward to setting and accomplishing many meaningful goals," added Newman.

Independent additions during that period include:

Ambassador Marc Ginsburg
    Former U.S. Ambassador to Morocco; Special Assistant to the
    Secretary of State for White House Relations and Deputy Senior
    Advisor to the President for Middle East Policy at the White House

    Dr. Alan G. Merten
    Current president of George Mason University and a recognized
    leader in the technology community -- specifically in the areas of
    research/development and applied technology

    General William G. T. Tuttle
    U.S. Army retired -- Commanding General of the U.S. Army Materiel
    Command (AMC); Commanding Officer for the U.S. Army Logistics
    Center (now the Combined Arms Support Command), the U.S. Army
    Operational Test and Evaluation Agency, the Eastern Area of the
    Military Traffic Management Command, and both the Support Command
    and Supply and Transport Battalion of the 3d Armored Division in
    Germany.  General Tuttle is also very active in the Logistics
    Management Institute (LMI)

    Noritsugu Yamaoka
    30-year IBM executive; General Manager, IBM Technology Market
    Development during which time he was responsible for key IBM
    technology alliances with major Japanese technology companies such
    as Hitachi, Toshiba, NEC, Fujitsu, Sony, Matsushita, Kyocera,
    Nintendo, Canon, and others

About Xybernaut

Xybernaut Corporation is the leading provider of wearable/mobile computing hardware, software and services, bringing communications and full-function computing power in a hands-free design to people when and where they need it. Headquartered in Fairfax, Virginia, Xybernaut has offices and subsidiaries in Europe (Germany) and Asia (Japan). Visit Xybernaut's Web site at www.xybernaut.com.

Xybernaut, the Xybernaut logo and Mobile Assistant(R) V (MA(R) V) are trademarks or registered trademarks of Xybernaut Corporation in the USA and other countries. All other brand and product names are or may be trademarks of, and are used to identify products or services of, their respective owners.

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "plan," "confident that," "believe," "scheduled," "expect," or "intend to," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act. Such statements are subject to certain risks and uncertainties and actual results could differ materially from those expressed in any of the forward-looking statements. Such risks and uncertainties include, but are not limited to, market conditions, the availability of components and successful production of the Company's products, general acceptance of the Company's products and technologies, competitive factors, timing, and other risks described in the Company's SEC reports and filings.