WARRANT TO PURCHASE SHARES OF COMMON STOCK OF HYBRID DYNAMICS CORPORATION

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER AND THE PROVISIONS OF THIS WARRANT.

This certifies that (the "Warrant Holder") is the owner of a Warrant, subject to adjustment as provided in Section 3 hereof, which entitles the owner thereof to purchase, in whole or in part, and from time to time, as provided in Section 1 hereof, fully paid and nonassessable shares of the common stock, $.00015 par value (the "Common Stock") of HYBRID DYNAMICS CORPORATION, a Nevada corporation (the "Company"), at the purchase price of $5.00 per share (the "Purchase Price"), subject to adjustment as provided in Section 3 hereof, payable in lawful money of the United States of America upon surrender of this Warrant at the principal office of the Company (currently 52-66 Iowa Avenue, Paterson, NJ 07503) or at such other place as the Company may designate by written notice to the Warrant Holder. On the date hereof, the Warrant Holder paid the Company an aggregate price of $100 in consideration for the Warrant.

1.1.        The Warrant evidenced hereby is immediately exercisable as to the number of shares of Common Stock as set forth above and shall terminate at 5:00 p.m., New York time, on June 30, 2014; provided, however, that in no event may any fractional share of the Common Stock be issued.

1.2.        Upon any exercise of the Warrant evidenced hereby, the form of election to purchase set forth as Exhibit A hereto shall be properly completed, executed, and delivered to the Company,

together with a certified check or wire transfer in full payment to the Company of the Purchase Price for the shares as to which the Warrant is exercised.  In the event that there is only a partial exercise of the Warrant evidenced hereby, there shall be issued to the Warrant Holder a new Warrant Certificate, in all respects similar to this Warrant Certificate, evidencing the number of shares of the Common Stock still available for exercise.

1.3.        As soon as practicable after the warrant exercise and upon the receipt of full payment and properly completed documentation, but in any event within five (5) business days from the date of such receipt, the Company, at its sole cost and expense (including the payment of any applicable issuance taxes) shall then cause the Transfer Agent for the Common Stock to issue and deliver certificates evidencing fully paid and nonassessable shares of the Common Stock in the amounts and in such names as are represented by the exercise.

1.4.        If this Warrant shall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, the Company shall not be required to make delivery of certificates for shares of the Common Stock until the date of the reopening of said transfer books.

The Warrant evidenced hereby may not be exercised after the expiration date set forth in Section 1 hereof with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent any such shares are not exercised by such expiration date, the Warrant evidenced hereby shall become void.

3.           When Exercise Effective.

Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 1.1. At such time, the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise as provided in Section 1.3 shall be deemed to have become the stockholder(s) of record thereof.

4.           Representations of Warrant Holder.

The Warrant Holder represents, warrants and acknowledges to the Company that:

(a)         it is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933;

(b)         it has been furnished with and has carefully read all documents that the Holder has deemed necessary in connection with its investment in the Warrant and is aware of the merits and risks of an investment in the Warrant to be purchased by it and, due to its knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of such investment;

(c)         it has been given the opportunity to ask questions of, and receive answers from, the Company (including its authorized representatives) concerning the terms and conditions of the Warrant to be purchased by it and other matters pertaining to an investment in the Warrant, in order for the Warrant holder to evaluate the merits and risks of an investment in the Warrant to be

purchased by it to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(d)         it is aware this Warrant has not been registered under the Securities Act, or any state securities or blue sky laws and, therefore, the Warrant cannot be resold unless it is registered under such laws or unless an exemption from registration thereunder is available;

(f)          in making the foregoing representations, it is aware that it must bear, and is able to bear, the economic risk of such investment for an indefinite period of time.

5.           Representations of the Company.

The Company represents, warrants and acknowledges to the Warrant Holder that:

(a)         it is a corporation duly formed and validly existing in the State of Nevada;

(b)         the Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of the Warrants, the number of shares of common stock from time to time issuable upon the exercise of all Warrants at the time outstanding. All such securities shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares, fully paid and non-assessable with no liability on the part of the holders thereof.

(c)         this Warrant has been duly authorized and approved by all requisite action of the Company, and constitutes a valid and binding agreement of the Company; and

(d)         when issued in accordance with the terms of this Warrant, the shares of Common Stock covered by this Warrant will be duly authorized and validly issued, fully paid and non-assessable.

6.           Adjustments

Unless otherwise provided, this Section 6 shall have full force and effect until the expiration of the Warrants.  Subject to the provisions of this Section 6, the Purchase Price and the shares of the Common Stock as to which the Warrant may be exercised shall be subject to adjustments from time to time as hereinafter set forth:

(a)           In the case if Company at any time for from time to time conduct a capital reorganization, declare a dividend, or make a distribution, on the outstanding shares of common stock in shares of common stock or subdivide or reclassify the outstanding shares of common stock