TERMINATION AND RELEASE AGREEMENT

This TERMINATION AND RELEASE AGREEMENT, (the "Agreement") is entered into effective as of May 8, 2009 (the "Effective Time") by and between HYBRID DYNAMICS CORPORATION, a Nevada corporation (the "HDC"), GARDEN RISE INVESTMENTS LTD LLC, an Ohio limited liability company (“GRI”) and each person and entity who is a member of GRI, consisting of Birchwood Capital Advisors, Inc., Bella Capital Corporation, Onofrio Pecararo, Howard Rice, Alan Carter and Walter Marano (each a "Terminating Member" and collectively the “Terminating Members”) and Mid-Elm Investments LTD LLC (“Mid-Elm”).

WHEREAS, the Terminating Members and Mid-Elm are each the owner of a member interest of GRI, and

WHEREAS, HDC and GRI desire to effect a termination of the Royalty Agreement dated August 31, 2006 (the “Royalty Agreement”) and entered into by and between HDC and GRI, and

WHEREAS, the Terminating Members and Mid-Elm consent to the termination of the Royalty Agreement and desire to terminate any and all rights they have in said Royalty Agreement; and

WHERAS, each Terminating Member desires to terminate his or its ownership of and member interest in GRI, and

WHEREAS, HDC is willing to issue additional shares of its stock in consideration of the Terminating Members’ consent to termination of the Royalty Agreement and their ownership in GRI.

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.      Purchase and Sale.  Subject to the terms and conditions hereinafter set forth:

(a)     Royalty Agreement.  HDC and GRI each agree to the mutual termination of the Royalty Agreement, and each Terminating Member consents to such termination and agrees that each of their rights, title and interest in and to the Royalty Agreement shall terminate, all of which shall be effective as of the date of this Agreement.

(b)     Member Interest.  Each Terminating Member hereby agrees to surrender and relinquish his or its member interest of GRI, and hereby transfers each such member interest to GRI, and each Terminating Member hereby agrees that all rights, title and interest in and to GRI shall terminate as of the date of this Agreement and be of no further force and effect.

3.     Consideration.   HDC shall pay to the Terminating Members an aggregate of 250,000 shares of the restricted common stock of HDC $0.00015 par value, which shall be allocated to and among those Terminating Members as set forth opposite their signatures below (the “Consideration Shares”).   In the event that HDC 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 HDC 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 HDC raises not less than $600,000 of capital by the issuance of its stock or notes or (ii) September 30, 2009 (the “Anti-Dilution Cut-Off Date”), then HDC agrees to issue additional Consideration Shares to the Terminating Members such that the aggregate Consideration Shares received by the Terminating Members will be not less than 2.2% of the issued and outstanding shares of HDC common stock including the Measurement Transactions (but excluding any shares issued in any financing transaction).  In no event will any adjustment be made to Consideration Shares following the Anti-Dilution Cut-Off Date.

4.     No Adjustment to Consideration.  The Terminating Members each agree that the Consideration Shares shall constitute the full and absolute consideration for all conveyances hereunder, including all rights, title and interest in and to the Royalty Agreement and/or GRI, whether known or unknown as of the effective date hereof.  Other than as provided in Section 3, there shall be no adjustment made to the Consideration, no right of look back or audit by either a Terminating Member, GRI or HDC following the Closing.  Neither GRI nor any Terminating Member shall have any right, title nor call to any undistributed revenues pursuant to the Royalty Agreement.

Any and all costs, billings, obligations, cash calls or other liabilities which have accrued or arisen, whether invoiced by GRI to a Terminating Member or  not, shall be and are hereby assumed by GRI and no Terminating Member shall thereafter have no obligation or liability therefor.

(a)     The Consideration Shares and shares issued in respect of the Consideration 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) HDC shall have been furnished with an opinion of counsel reasonably satisfactory to HDC, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

 (b)     All of the Consideration 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. 

6.     Representations and Warranties of Terminating Members.  Each Terminating Member, for himself or itself only, represents and warrants to HDC the following:

(a)     Terminating Member, 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)     Terminating Member 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 Terminating Member, 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)     Terminating Member owns its member interest in GRI 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 Terminating Member, 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