FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “ Amendment ”), dated as of September 22, 2008, is by and among HYDROGEN, L.L.C., an Ohio limited liability company, with its principal place of business located at 2 Juniper Street, Versailles, Pennsylvania 15132 (the “Borrower” ), HYDROGEN CORPORATION, a Nevada corporation, with its principal place of business located at 10 East 40 ^th Street, Suite 3405, New York, New York 10016 ( the “ Guarantor ” or “ HYDRO Corp ”), FEDERATED KAUFMANN FUND, a portfolio of Federated Equity Funds, a Massachusetts business trust, with offices located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237, in its capacity as agent for the benefit of the Lenders (together with its successors and assigns, the “Agent” ), FEDERATED KAUFMANN FUND, a portfolio of Federated Equity Funds, a Massachusetts business trust, with offices located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237, in its capacity as a Lender, and SAMSUNG C & T CORPORATION , a corporation organized under the laws of the Republic of Korea, with offices at Samsung C&T Corporation Building, 1321-20, Seocho-2 Dong, Seocho-Gu, Seoul, Korea, in its capacity as a Lender (together with their respective successors and assigns, the “Lenders” ).

WHERAS , the Borrower, Guarantor, Agent and Lenders are parties to that certain Loan and Security Agreement dated as of August 22, 2008 (as amended, restated, supplemented and otherwise modified, the “ Loan Agreement ”).

WHEREAS , the parties hereto desire to amend certain terms and provisions of the Loan Agreement on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the premises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows:

1.   Definitions. Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement, as amended hereby.

2.   Amendments to Loan Agreement. Subject to the terms and conditions contained herein, the Borrower, Guarantor, Agent and Lenders hereby amend the Loan Agreement as follows:

(a) Section 1.21 of the Loan Agreement is hereby amended and restated as follows:

1.21 “Default Warrants ” means the five (5) year warrants to purchase 870,000 shares of Common Stock of HYDRO Corp, to be issued to each of the Lenders by the Guarantor having a per share exercise price equal to $0.01 per share, solely after the occurrence and existence of an Event of Default that remains either uncured or not waived by the Lenders within the applicable cure period, in the form annexed hereto as Exhibit B .

(b) Exhibit B to the Loan Agreement is hereby amended and restated as Exhibit B attached to this Amendment.

(c) After Section 11.1 (d), the following shall be added:

(e) the day following the occurrence and continuation of an Event of Default that is either not cured nor waived by the Lenders within the applicable cure period, Guarantor shall issue the Default Warrants to each of the Lenders.

3.   Condition Precedent. The amendment contained in Section 2 hereof is subject to, and contingent upon, the prior or contemporaneous satisfaction of the following condition precedent: the Borrower, Guarantor, Agent and Lenders shall have executed and delivered to each other this Amendment.

4.   Reference to and Effect on the Loan Agreement.

(a)   Except as expressly provided herein, the Loan Agreement and all of the other Loan Documents shall remain unmodified and continue in full force and effect and are hereby ratified and confirmed.

(b)   Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of: (i) any right, power or remedy of the Lenders under the Loan Agreement or any of the other Loan Documents, or (ii) any Event of Default under the Loan Agreement.

5.   Representations and Warranties of the Borrower and Guarantor. Each of Borrower and Guarantor hereby represents and warrants to the Agent and the Lenders, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment:

(a)   It has the requisite power and authority to execute, deliver and perform its obligations under this Amendment. This Amendment has been duly authorized by all necessary action of it. This Amendment constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally and general principles of equity;

(b)   The representations set forth in the Loan Agreement and in the Loan Documents are true, correct and complete on and as of the date hereof; and

(c)   No Event of Default has occurred and is continuing.

(d)   The issuance of the Default Warrants in accordance with this Amendment upon an Event of Default, and the issuance and delivery of the shares of Common Stock issuable upon exercise of the Default Warrants have been duly authorized by all necessary corporate action on the part of the Guarantor. The shares of Common Stock issuable upon exercise of the Default Warrants have been reserved for issuance by all necessary corporate action on the part of the Guarantor. The Default Warrants, when so issued in accordance with the provisions of this Amendment upon an Event of Default, will represent a binding obligation of the Guarantor enforceable against it in accordance with its terms, and the Common Stock, when issued upon exercise of the Default Warrants upon receipt by the Guarantor of the exercise price, will be duly authorized, validly issued, fully paid and nonassessable.

6.   Reference to Loan Agreement; No Waiver.

(a)   Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Loan Agreement,” “this Agreement”, “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby. The term “Loan Documents” as defined in Section 1.53 of the Loan Agreement shall include (in addition to the Loan Documents described in the Loan Agreement) this Amendment and any other agreements, instruments or other documents executed in connection herewith.

(b)   The Agent’s failure, at any time or times hereafter, to require strict performance by the Borrower of any provision or term of the Loan Agreement, this Amendment or the other Loan Documents shall not waive, affect or diminish any right of the Lender hereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver by the Lender of a breach of this Amendment or any Event of Default under the Loan Agreement shall not, except as expressly set forth herein, suspend, waive or affect any other breach of this Amendment or any Event of Default under the Loan Agreement, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of the Borrower or Guarantor contained in this Amendment, shall be deemed to have been suspended or waived by the Agent unless such suspension or waiver is: (i) in writing and signed by the Agent, and (ii) delivered to the Borrower or Guarantor. In no event shall the Agent’s execution and delivery of this Amendment establish a course of dealing among the Agent, Guarantor, Borrower or any other obligor or in any other way obligate the Agent to hereafter provide any amendments or waivers with respect to the Loan Agreement. The terms and provisions of this Amendment shall be limited precisely as written and shall not be deemed: (A) to be a consent to a modification (except as expressly provided herein) or waiver of any other term or condition of the Loan Agreement or of any other Loan Documents, or (B) to prejudice any right or remedy that the Agent may now have under or in connection with the Loan Agreement or any of the other Loan Documents.

7.   Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Agent, the Lenders and each of the other parties hereto and their respective successors and assigns; provided , however , the Borrower may not assign this Amendment or any of the Borrower’s rights hereunder without the Agent’s prior written consent. Any prohibited assignment of this Amendment shall be absolutely null and void. This Amendment may only be amended or modified by a writing signed by the Agent, Lenders, Borrower and Guarantor.

8.   Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision or provisions shall be ineffective only to the extent of such provision and invalidity, without invalidating the remainder of this Amendment.

9.   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE BORROWER HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AMENDMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW HEREUNDER. THE BORROWER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS AMENDMENT SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN AGREEMENT.

10.   Counterparts; Facsimile or Other Electronic Transmission. This Agreement may be executed in counterparts and by facsimile or other electronic signatures, each of which when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF , the undersigned have caused this First Amendment to Loan and Security Agreement to be duly executed and delivered as of the date first above written.

[FORM OF DEFAULT WARRANT]

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE 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 APPLICABLE STATE SECURITIES LAWS 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

HYDROGEN CORPORATION

WARRANT

HYDROGEN CORPORATION, a Nevada corporation (the “ Company ”), hereby certifies that, for value received, [Lender] or its permitted registered assigns (the “ Holder ”), is entitled to purchase from the Company up to a total of 870,000 shares of common stock, $0.001 par value (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) at an exercise price per share equal to $0.01 (the “ Exercise Price ”), at any time and from time to time from and after the Trigger Date (as defined below) and through and including [FIVE YEARS FROM THE ORIGINAL ISSUE DATE] (the “ Expiration Date ”), and subject to the following terms and conditions:

This Warrant is issued pursuant to that certain Loan and Security Agreement, dated August 22, 2008, as amended or restated from time to time, by and among the Company, HydroGen L.L.C., Federated Kaufmann Fund, a portfolio of Federated Equity Funds, as Agent for Federated Kaufmann Fund and Samsung C&T Corporation (the “ Loan and Security Agreement ”). The Warrants and Warrant Shares shall be referred to herein collectively as the “ Securities.”

1.   Definitions . In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Security and Loan Agreement.

2.   List of Warrant Holders . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.   List of Transfers .

(a)   This Warrant is subject to the restrictions noted in the legend set forth on the first page of this Warrant.

(b) The Company shall register any such transfer of all or any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified in Section 13 hereof and (ii) if a registration statement is not effective, (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company, to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and making the representations and certifications set forth below in Section 3(c), to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. Notwithstanding the foregoing, to the extent a Holder desires to transfer this Warrant to a non-affiliate after the effectiveness of any registration statement filed by the Company to register for offer and sale the Warrant Shares, then such transferee shall not be entitled to the registration rights associated with the underlying Warrant Shares but shall be entitled to all other rights as a Holder hereunder, including the right to exercise this Warrant on a “cashless” exercise basis pursuant to Section 10(b) hereof.

(c)   Any transferee of the Warrant shall represent and warrant to the Company the following:

(i) Investment Intent . Such transferee understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities and, upon exercise of the Warrant will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to such transferee's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such transferee to hold the Securities for any period of time. Such transferee is acquiring the Securities hereunder in the ordinary course of its business. Such transferee does not have any agreement, plan or understanding, directly or indirectly, with any Person to distribute any of the Securities. 

(ii) Purchaser Status . At the time such transferee was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises the Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such transferee is not a registered broker-dealer under Section 15 of the Exchange Act.

(iii) General Solicitation . Such transferee is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

4.   Exercise and Duration of Warrants .

(a)   All or any part of this Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Trigger Date (as defined below) and through and including the Expiration Date.

(b)   As used in this Agreement, the following term shall have the respective meaning:

(i) “Trigger Date” shall mean the day following the occurrence and existence of an Event of Default