AGREEMENT FOR CONVERSION OF PROMISSORY NOTE

This Agreement for Conversion of Promissory Note (the “Agreement”) is made as of this 30th day of May, 2009 (the “Effective Time”) by and between Hybrid Dynamics Corporation, a Nevada corporation (“MAKER”) and the promissory note HOLDER (the “HOLDER”) whose name appears below.

WHEREAS the HOLDER is the owner of a promissory note issued to HOLDER by MAKER (the “Note”) which Note is attached hereto as Exhibit A and made a part hereof, and

WHEREAS the HOLDER desires to elect and the MAKER desires to accept the conversion of the Note into the shares of common stock of MAKER in amount and on such terms as more fully set forth herein, and

WHEREAS the Note shall be considered paid in full and of no further force and effect upon the execution of this Agreement.

NOW THEREFORE, for and in consideration of the premises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the parties agree as follows:

1.        Definitions.  For purposes of this Agreement, unless otherwise defined herein, capitalized terms set forth in this Agreement shall have the meaning ascribed to them in this Agreement.

2.        Conversion.   MAKER shall pay to the HOLDER the number of shares of the restricted common stock of MAKER $0.00015 par value as set forth opposite HOLDER’S signature below (the “Conversion Shares”).   In the event that MAKER issues additional shares of its common stock in conversion of promissory notes or other debts outstanding as of the date of this Agreement or in the event MAKER issues additional shares of its common stock to Mark Klein (any such issuance hereinafter referred to as a "Measurement Transaction"), and if such Measurement Transaction occurs before the earlier of (i) any financing transaction by which MAKER raises not less than $600,000 of capital by the issuance of its stock or notes (“Financing Transaction”) or (ii) September 30, 2009 (the earlier of (i) or (ii) hereinafter referred to as the “Anti-Dilution Cut-Off Date”), then MAKER agrees to issue additional Conversion Shares to the HOLDER such that the aggregate Conversion Shares received by the HOLDER will be not less than the number of shares of common stock resulting from the multiplication of the anti-dilution percentage as set forth opposite HOLDER’S signature below (the “Anti-Dilution Percentage”) times the issued and outstanding shares of MAKER’S common stock including the Measurement Transactions (but excluding any shares issued in any Financing Transaction).  In no event will any adjustment be made to Conversion Shares following the Anti-Dilution Cut-Off Date.

3.        No Adjustment to Conversion Shares.  The HOLDER agrees that the Conversion Shares shall constitute the full and absolute consideration for all conveyances hereunder, including all rights, title and interest in and to the Note, whether known or unknown as of the effective date hereof.  Other than as provided in Section 2, there shall be no adjustment made to the Conversion Shares following the Closing.

(a)      The Conversion Shares and shares issued in respect of the Conversion Shares shall not be sold or transferred unless either (A) they first have been registered under the Securities Act of 1934 (the “Act”), or (B) MAKER shall have been furnished with an opinion of counsel reasonably satisfactory to MAKER, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

 (b)     All of the Conversion Shares shall bear the legend in the following form:

WARNING:  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 

5.        Representations and Warranties of HOLDER.  HOLDER, for himself or itself only, represents and warrants to MAKER the following:

(a)      HOLDER, if an entity, is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted;

(b)      HOLDER has full power and authority under its articles of formation, operating agreement and/or by-laws to conduct its business as presently conducted and to perform its obligations under this Agreement.

(c)      This Agreement is a legal and binding obligation of HOLDER, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors' rights generally.

(d)      HOLDER owns its Note free and clear of all mortgages, liens, pledges, security interests, charges, claims and encumbrances of any nature whatsoever that have been created by, through, or under HOLDER, but not otherwise.

(e)      Subject to any requisite consents to assignment or transfer pursuant to this Agreement, the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of, constitute default under, or result in a violation of the material provisions of any agreement to which HOLDER is a party.

(f)      HOLDER has been furnished with or has had access to the information it has requested