Exhibit 10.3

                     CORPORATE GOVERNANCE GUIDELINES
                             HYDRODYNEX, INC.

                              August 2008

The following Corporate Governance Guidelines ("Guidelines") have been
adopted by the Board of Directors (the "Board") of Hydrodynex, Inc. (the
"Company") to assist the Board in the exercise of its responsibilities to the
Company and its shareholders. These guidelines may not take effect or be
carried out until the company has the necessary resources to do so, including
the appointment of independent directors, and other persons, positions, and
committees.  These Guidelines should be interpreted in the context of all
applicable laws and the Company's Certificate of Incorporation, Bylaws and
other corporate governance documents, and are intended to serve as a flexible
framework within which the Board may conduct its business and not as a set of
legally binding obligations. These Guidelines are subject to modification and
the Board shall be able, in the exercise of its discretion, to deviate from
these Guidelines from time to time, as the Board may deem appropriate or as
required by applicable laws and regulations.

A. Director Qualifications

1. Requisite Skills and Characteristics. The Board will have a majority of
directors who meet the criteria for independence required by the New York
Stock Exchange. The Corporate Governance and Director's Nominating Committee
is responsible for reviewing with the Board, on an annual basis, the
requisite skills and characteristics that the Board seeks in board members as
well as the composition of the Board as a whole, including an annual
evaluation of whether members qualify as independent under applicable
standards. This evaluation will include the consideration of independence,
diversity, age, skills, experience and industry backgrounds in the context of
the needs of the Board and the Company, as well as the ability of members
(and candidates for membership) to devote sufficient time to performing their
duties in an effective manner. Directors are expected to exemplify the
highest standards of personal and professional integrity and to
constructively challenge management through their active participation and
questioning. Directors are expected to immediately inform the Board of any
material changes in their circumstances or relationships that may impact
their designation by the Board as independent.

Nominees for election to the Board of Directors must possess certain minimum
qualifications and attributes. The nominee: (1) must exhibit strong personal
integrity, character and ethics, and a commitment to ethical business and
accounting practices; (2) must not be involved in ongoing litigation with the
Company or be employed by an entity that is engaged in such litigation; and
(3) must not be the subject to any ongoing criminal investigations in the
jurisdiction of the United States or any state thereof, including
investigations for fraud or financial misconduct. The Board believes that
each director should have a basic understanding of: (i) the principal
operational and financial objectives and plans and strategies of the Company;
(ii) the results of operations and financial condition of the Company and of
any significant subsidiaries or business segments; and (iii) the relative
standing of the Company and its business segment in relation to its
competitors.

2. Independence. The Corporate Governance and Director's Nominating Committee
will conduct an annual review of the independence of the directors (and
candidates for membership on the Board) and will report its findings to the
full Board. The Company expects that, at all times, a majority of its
directors will be independent under relevant New York Stock Exchange and
Securities and Exchange Commission guidelines.

3. Size and Classes of the Board. The Board presently has three members. The
Corporate Governance and Director's Nominating Committee and the Board
periodically review the size of the Board and assess its ability to function
effectively and with appropriate diversity and expertise. Under the Company's
By-Laws, the authorized number of directors may be set between three and nine
by resolution of the Board, subject to the rights of any series of preferred
shareholders to elect additional directors.

The Board will be divided into three classes that serve staggered three-year
terms and are as nearly equal in number as possible. The Corporate Governance
and Directors Nominating Committee screens candidates for membership,
considers qualified nominees for directors recommended by shareholders and
makes preliminary recommendations for nominations. The Board proposes to
shareholders a slate of nominees for the appropriate class for election to
the Board at the Annual Meeting of Shareholders. The Board can fill vacancies
in its membership which arise between annual meetings of shareholders.

4. No Pre-Determined Term Limits. In lieu of pre-determined term limits for
directors, the Corporate Governance and Directors Nominating Committee will
evaluate each director's continued services on the Board in connection with
each annual decision regarding whether such director should be re-nominated
to the Board and at such other times as may be appropriate in particular
circumstances. In connection with each annual decision regarding
renominations, each director should be given an opportunity to confirm his or
her desire to continue as a member of the Board.

5. Retirement Age. No person shall be eligible for election or reelection as
a Director, or for appointment to fill a newly created directorship or a
vacancy on the Board, who has attained the age of 72 at the time of such
election or appointment.

6. Occupations and Memberships on Other Boards. Directors should advise the
Chairman of the Board and the Chairman of the Corporate Governance and
Director's Nominating Committee in advance of accepting an invitation to
serve on another public company board. In selecting nominees for membership,
the Board takes into account the other demands on the time of the candidate,
and with respect to current members of the Board, their attendance at,
preparedness for and participation in Board and committee meetings. No member
of the Audit Committee may serve on more than two other public company audit
committees without first obtaining the prior approval of the Board.

B. Director Responsibilities

The primary responsibilities of the Board are to oversee management
performance on behalf of the shareholders, to ensure that the long-term
interests of the shareholders are being served, to monitor adherence to the
Company's standards and policies, and to exercise responsible corporate
citizenship, and generally to perform the duties and responsibilities
assigned to the Board by the laws of Nevada, the state of incorporation of
the Company.

The Board fulfills these functions by, among other things:

* Overseeing the management of the business and affairs of the Company;

* Selecting and recommending to the shareholders appropriate candidates for
  election to the Board;

* Reviewing and, where appropriate, approving the business plans, major
  strategies and financial objectives of the Company;

* Evaluating Board processes and performance and the overall effectiveness of
  the Board;

* Evaluating the performance of the Company and its senior management; and

* Reviewing compliance with applicable laws and regulations and adopting
  policies of corporate conduct to assure compliance with applicable laws and
  regulations and to assure maintenance of necessary accounting, financial,
  and other controls.

Directors are expected, absent compelling circumstances, to prepare for,
attend and participate in all regular Board meetings, applicable committee
meetings on which they serve and each annual meeting of shareholders, and to
spend the time needed and meet as frequently as necessary to exercise their
responsibilities. Information and data that are important to the Board's
understanding of the business to be conducted at a Board or committee meeting
is distributed in writing to the directors before the meeting, and directors
are expected to review these materials in advance of the meeting.

The Board will meet at least four times per year and will hold additional
meetings when needed to address issues of special concern or urgency.

C. Board Meetings and Materials

1. Scheduling and Selection of Agenda Items for Board Meetings. Board
meetings are scheduled quarterly. In addition to regularly scheduled
meetings, additional Board meetings may be called upon at any time to address
specific needs of the Company. The Board may also take action from time to
time by unanimous written consent.

Typically, the meetings are held at the Company's headquarters in Burbank,
CA, but occasionally a meeting is held at another location, such as one of
its operations.

The Chairman of the Board, in consultation with the Chief Executive Officer,
will establish the agenda for each Board meeting. Each Board member is free
to suggest the inclusion of items on the agenda. Each Board member is free to
raise at any Board meeting subjects that are not on the agenda for that
meeting. All meetings of the Board shall be held pursuant to the By-laws of
the Company with regard to notice and waiver thereof, and written minutes of
each meeting, in the form approved by the Board, shall be duly filed in the
Company's records.

2. Board Material Distributed in Advance. Management will be responsible for
assuring that information and data that are important to the Board's
understanding of the Company's business and to all matters expected to be
considered and acted upon by the Board be distributed in writing to the Board
sufficiently in advance of each Board meeting and each action to be taken by
written consent, to provide the directors a reasonable time to review and
evaluate such information and data. Management will make every attempt to see
that this material is as concise as feasible, while still providing
sufficient information to permit the Board to be appropriately informed of
material matters to be considered at each Board meeting or other Board
action.

It is recognized that circumstances will arise when it is not feasible to
provide information relating to certain agenda items in advance (or at least
not very much in advance) of a Board meeting or an action to be taken by
written consent. In such event, reasonable steps shall be taken (which may
include extending the length of the Board meeting to allow more discussion,
adjourning the meeting for a brief period to allow directors time to review
such information, deferring a vote until a follow-up telephonic meeting, or
other measures as appropriate) to permit the directors to become reasonably
informed as to the matter before voting on it.

As a general rule, presentations on specific subjects also should be sent to
the Board members in advance so that Board meeting time may be conserved and
discussion time focused on questions that the Board has about the material.
On those occasions in which the subject matter is too sensitive to distribute
in written form, there will be an opportunity for full discussion of the
presentation at the meeting.

3. Director Access to Management, Employees and Outside Advisors. The Board
encourages the executive officers to bring non-executive managers to Board
meetings, from time to time, who can provide additional insight into the
items being discussed because of personal involvement in these areas.
Directors also have full and free access to management, employees of the
Company or outside advisors at any time. Meetings or contacts may be arranged
through the Company's Chief Executive Officer or Corporate Secretary or
directly by the director. It is the expectation of the Board that directors
will keep the Chief Executive Officer informed of communications between a
director, management, any employee of the Company or outside advisor, as
appropriate.

4. Separate "Executive Session" Meetings of Independent Directors. The
independent directors shall meet separately from the other directors in
regularly scheduled executive sessions, without the presence of management
directors or executive officers of the Company (except to the extent the
independent directors request the attendance of any executive officers). Such
regularly scheduled separate meetings shall be held at such times as may be
determined by any independent director then serving as a presiding
independent director.

D. Board Committees

1. Standing Committees. At all times when able, the Board will have an Audit
Committee, a Compensation Committee, a Corporate Governance and Director's
Nominating Committee and an Executive Committee. The members of the Audit
Committee, the Compensation Committee and the Corporate Governance and
Director's Nominating Committee will be independent directors under the
criteria established by the New York Stock Exchange, and any other applicable
rules or regulations.

2. Other Committees. In addition to the standing committees, the Board can
establish a Technical Committee and Finance Committee. The Board may, from
time to time, establish or maintain additional or alternative committees that
it determines to be necessary or appropriate.

3. Committee Assignments. Committee members and chairpersons will be
appointed annually by the Board upon the recommendation of its Corporate
Governance and Director's Nominating Committee. Where possible, committee
chairpersons will have had prior service on the committee. There are no fixed
terms for service on committees.

4. Charters. The Audit, Compensation and Corporate Governance and Directors
Nominating Committees operate under written charters setting forth their
purpose, duties and responsibilities, and providing for an annual self
evaluation of their performance. These charters will be published on the
Company's website and will be made available in print to any shareholder who
requests them.

E. Committee Meetings and Material

1. Scheduling and Selection of Agenda Items for Committee Meetings. Committee
meetings are generally held in conjunction with full Board meetings. The
Chairman of the Board and Chief Executive Officer in consultation with the
Chairman of each committee will establish the agenda for each committee
meeting. The Chairman of each committee, with the assistance of appropriate
members of management, determines the frequency and length of committee
meetings (consistent with any applicable charter requirements) and develops
the agenda for committee meetings. All meetings of each committee shall be
held pursuant to the By-laws of the Company with regard to notice and waiver
thereof, and written minutes of each meeting, in the form approved by the
relevant committee, shall be duly filed in the Company's records. Board
members who are not members of a particular committee are welcome to attend
meetings of that committee. A report regarding each committee meeting will be
provided to the full Board, as appropriate. Upon request, a director will be
given copies of the minutes of any committee meeting. In addition, the
chairperson of each committee will report to the full Board regarding matters
that should be brought to the attention of the Board.

2. Committee Material Distributed in Advance. Management will be responsible
for assuring that information and data that are important to the committee's
understanding of the matters within the committee's authority and the matters
to be considered and acted upon by a committee are distributed to each member
of such committee sufficiently in advance of each such meeting or action
taken by written consent, to provide reasonable time to review and evaluation
of such information and data. The other provisions applicable under Section
C.2 of these guidelines regarding distribution of Board materials in advance
shall apply equally to distribution of committee materials in advance.

F. Director Orientation and Continuing Education

The Company's Chief Executive Officer and Chief Financial Officer will be
responsible for providing an orientation program for new directors, which
will include presentations by members of senior management on the Company's
strategic plans, financial statements and key issues, policies and practices,
and for periodically providing materials and updates to all directors on
issues and subjects that would assist them in fulfilling their
responsibilities.

G. Director Compensation

The form and amount of director compensation will be determined by the
Compensation Committee and recommended to the full Board in accordance with
the policies and principles set forth in its charter and applicable legal and
regulatory guidelines. The Board of Directors will review recommendations
from the Compensation Committee and determine the form and amount of
compensation for non-employee directors. The Compensation Committee and/or
the Board may request information from Company staff or outside consultants
on the compensation of boards of comparable companies.

H. Management Succession

The entire Board will work with the Corporate Governance and Director's
Nominating Committee to nominate and evaluate potential successors to the
Chief Executive Officer. The Chief Executive Officer should at all times make
available his recommendations and evaluations of potential successors, along
with a review of any development plans recommended for such individuals. The
Company has no fixed rule as to whether the offices of Chairman and Chief
Executive Officer should be vested in the same person or two different
people, or whether the Chairman should be an employee of the Company or
should be elected from among the non-employee directors.

I. Management's Responsibilities

1. General. Management is responsible for operating the Company in an
effective, ethical and legal manner designed to produce value for the
Company's shareholders consistent with the Company's policies and standards,
including these Guidelines. Management also is responsible for enforcing and
complying with mandatory provisions of this Company's policies and standards.
Senior management is responsible for understanding the Company's income-
producing activities and the material risks being incurred by the Company and
also is responsible for avoiding conflicts of interest with the Company and
its shareholders.

2. Financial Statements and Disclosures. Management is responsible for
producing, under the oversight of the Board and the Audit Committee,
financial statements that fairly present the Company's financial condition,
results of operations, cash flows and related risks in a clear and
understandable way, for making timely and complete disclosures to investors,
and for keeping the Board and the appropriate committees of the Board well-
informed on a timely basis as to all matters of significance to the Company.

3. Strategic Planning. The Chief Executive Officer and senior management are
responsible for developing and presenting to the Board the Company's
strategic plans and for implementing those plans as approved by the Board.

4. Annual Operating Plans and Budgets. The Chief Executive Officer and senior
management are responsible for developing and presenting to the Board the
Company's annual operating plans and annual budgets and for implementing
those plans and budgets as approved by the Board.

5. Effective Management and Organizational Structure. The Chief Executive
Officer and senior management are responsible for selecting qualified members
of management and for implementing and working with an effective
organizational structure appropriate for the Company's particular
circumstances.

6. Setting of Strong Ethical Standards. Senior management, and especially the
Chief Executive Officer, are responsible for setting strong ethical standards
including integrity and compliance on the part of all persons associated with
the Company, with applicable legal requirements and with the Company's
policies and standards.

7. Internal Controls and Procedures. Senior management is responsible for
developing, implementing and monitoring an effective system of internal
controls and procedures to provide reasonable assurance that: (i) the
Company's transactions are properly authorized; (ii) the Company's assets are
safeguarded against unauthorized or improper use; and (iii) the Company's
transactions are properly recorded and reported. Such internal controls and
procedures also shall be designed to permit preparation of financial
statements for the Company in conformity with generally accepted accounting
principles or any other criteria applicable to such statements.

8. Disclosure Controls and Procedures. Senior management is also responsible
for establishing, maintaining and evaluating the Company's "disclosure
controls and procedures." The term "disclosure controls and procedures" means
controls and other procedures of the Company that are designed to ensure that
information required to be disclosed by the Company in the reports filed by
it under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms. "Disclosure controls and
procedures" include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the
reports it files under the Securities Exchange Act of 1934 is accumulated and
communicated to the Company's management, including its principal executive
and financial officers, to allow timely decisions regarding required
disclosure.

J. Insider Transactions

Directors and executive officers are expected to comply with all applicable
laws and regulations applicable to trading in the Company's securities. In
addition, directors and executive officers may not trade shares of the
Company's common stock during any blackout period, including an
administrative "blackout" period affecting the Company's 401(k) plan or
pension plan pursuant to which a majority of the Company's employees are
restricted from trading shares of the Company's common stock or transferring
funds into or out of the Company common stock fund, subject to any legal or
regulatory restrictions and the terms of the Company's Policy With Respect to
Trading in the Company's Securities.

K. Loans to Directors and Executive Officers

The Company shall not make any personal loans to directors or executive
officers or their immediate family members.

L. Annual Performance Evaluation

The Board will conduct an annual self-evaluation to determine whether it and
its committees are functioning effectively. The Corporate Governance and
Director's Nominating Committee will receive comments from all directors and
report annually to the Board with an assessment of the Board's performance.
The assessment will focus on the Board's contribution to the Company and
specifically focus on areas in which the Board or management believes that
the Board could improve.

M. Code of Business Conduct and Ethics

The Company will maintain, and the Corporate Governance and Directors
Nominating Committee will oversee compliance with a Code of Business Conduct
and Ethics, which is currently in effect.

N. Disclosure of these Guidelines and Other Corporate Governance Documents

These Corporate Governance Guidelines, along with the Audit Committee,
Compensation Committee, Corporate Governance and Directors Nominating
Committee charters, the Code of Business Conduct and Ethics for Directors,
Officers and Employees, the Code of Ethics for the Chief Executive Officer
and Senior Financial Officers, and the Whistleblower Policy, will be posted
on the Company's website and also will be available in print to any
shareholder requesting it. Such availability on the Company's website and in
print will be noted in the Company's Annual Report to Shareholders and Proxy
Statement.

O. Review and Modification of Corporate Governance Guidelines

The Corporate Governance and Director's Nominating Committee will review
these Guidelines annually (and more often if necessary), and will report to
the Board any recommendations that it may have regarding modification of
these Guidelines.

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