FORM OF 6% CONVERTIBLE PROMISSORY NOTE

THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 6% CONVERTIBLE PROMISSORY NOTE

$_____________          Paterson, New Jersey

 (Date)

FOR VALUE RECEIVED, Hybrid Dynamics Corporation, a Nevada corporation, with its principal place of business at 52-66 Iowa Ave., Paterson, NJ 07503, its successors and assigns (the “Maker”), promises to pay to the order of ____________ – Tax Identification Number _____________ (the “Payee”), having an address at __________________, 24 months from the date set forth above (the “Maturity Date”), or at such other place as the Payee may hereafter specify in writing, the principal sum of ______________ ($_____) unless the Payee earlier elects to convert this promissory note (this “Note”) into common stock of the Maker. This Convertible Promissory Note is one of a series of notes being issued between the Maker and certain bridge note investors.

1. The principal amount of this Note is convertible, at the option of the Payee at anytime prior to the Maturity Date without payment of any additional consideration therefore, into common stock of the Maker at the rate of Thirty Three Thousand Three Hundred and Thirty Three (33,333) shares of common stock for each Five Thousand Dollars ($5,000) of principal. 2. The unpaid principal amount hereof shall bear simple interest from the date hereof at the rate of 6% per annum until the Maturity Date (or until the earlier date of payment if this Note is prepaid or converted into common stock of the Maker as provided herein). 3. Interest shall be payable in full on each one year anniversary date (or until the earlier date of payment if this Note is prepaid or converted into common stock of the Maker as provided herein).

4. The Maker may, at its own election, pay the interest due hereon in the form of shares of its common stock, at the rate of one share of its common stock for Fifty Cents ($.50) of interest due.

5. EVENTS OF DEFAULT. The occurrence of each or any of the following conditions, events or acts shall constitute an "Event of Default:"

5.1 The dissolution of the Maker; or

5.2 The Maker's insolvency, assignment for the benefit of creditors, application for or appointment of a receiver, filing of a voluntary or involuntary petition under any provision of the Federal Bankruptcy Code or amendments thereto or any other federal or state statute affording relief to debtors; or if there shall be commenced against the Maker any such proceeding or filed against the Maker any such application or petition which proceeding, application or petition is not dismissed or withdrawn within 30 days of commencement or filing as the case may be; or

5.3 The failure by the Maker to m