EXHIBIT
3.0


FORM
OF


Certificate
of Designation


of


Series B
8% Convertible Preferred Stock


of


Hybrid
Dynamics Corporation





Pursuant
to Section 78.403 of the


General
Corporation Law of the State of Nevada








HYBRID
DYNAMICS CORPORATION, a Nevada corporation (the "Corporation"), does hereby
certify that, pursuant to the authority contained in Article 4 of its Articles
of Incorporation, as amended, and in accordance with the provisions of Section
78.1955 of the Nevada Revised Statutes, the Corporation’s Board of Directors has
duly adopted the following resolution creating a Series of Preferred Stock
designated as Series B 8% Convertible Preferred Stock:





RESOLVED,
that the Corporation hereby designate and create a Series of the authorized
Preferred Stock of the Corporation, designated as Series B 8% Convertible
Preferred Stock, as follows:





FIRST: Of
the 1,000,000 shares of Preferred Stock, par value $0.0001 per share, authorized
to be issued by the Corporation, 2,000 shares are hereby designated as "Series B
8% Convertible Preferred Stock." The rights, preference, privileges and
restrictions granted to and imposed upon the Series B 8% Convertible Preferred
Stock are as set forth below:





1.           Definitions.  For
purposes of this resolution, the following definitions shall apply:





(a)         "Board"
shall mean the Board of Directors of the Corporation.





(b)         "Common
Stock" shall mean the Common Stock, $0.00015 par value per share, of the
Corporation.





(c)         "Original
Issue Price" shall mean $500.00 per share for the Series B Preferred
Stock.





(d)         "Series
B Preferred Stock" shall mean the Series B 8% Convertible Preferred Stock,
$0.0001 par value per share, of the Corporation.





2.           Dividend
Rights. The holders of Series B Preferred Stock shall be entitled to receive
dividends at a rate of five percent (8%) per annum of the Original Issue Price
which shall be prior and in preference to any declaration or payment of any
dividend (payable other than in shares of Common Stock) or other distribution on
the Common Stock of the Corporation. The dividends on the Series B Preferred
Stock shall accrue from the date of issuance of each share and shall be payable
annually on December 31 of each year (each a "Dividend Date") commencing on
December 31, 2009, except that if any such date is a Saturday, Sunday or legal
holiday (a "Non-Business Day") then such dividend shall be payable on the next
day that is not a Non-Business Day on which banks in the State of Nevada are
permitted to be closed





(a
"Business Day") to holders of record as they appear on the stock books of the
Corporation on the applicable record date, which shall be not more than 60 nor
less than 10 days preceding the payment date for such dividends, as fixed by the
Board of Directors (the "Record Date"). The dividends on the Series B Preferred
Stock shall be payable only when, as and if declared by the Board of Directors
out of funds legally available therefore, or in shares of the Company’s $0.00015
par value Common Stock at a value equal to the greater of (i) the average
closing bid price for the 20 trading days immediately preceding the date the
dividend is declared or (ii) twenty-five cents ($0.25).  Any dividends
on the Series B Preferred Stock which have accrued but have not been paid, shall
be accumulated and shall be payable only when, as and if declared by the Board
of Directors as provided in the preceding sentence.





3.          
Liquidation, Dissolution, Winding Up or Certain Mergers or Consolidations
Rights.





(a)         If
the Corporation shall (i) adopt a plan of liquidation or of dissolution, or (ii)
commence a voluntary case under the federal bankruptcy laws or any other
applicable state or federal bankruptcy, insolvency or similar law, or consent to
the entry of an order for relief in any involuntary case under such law or to
the appointment of a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Corporation or of any substantial part
of its property, or (iii) make an assignment for the benefit of its creditors,
or (iv) admit in writing its inability to pay its debts generally as they become
due, (v) or engage in a merger, plan of reorganization or consolidation in which
the Corporation is not the surviving corporation, and on account of such event
the Corporation shall liquidate, dissolve, wind up or fail to survive, or upon
any other liquidation, dissolution or winding up of the Corporation, then and in
that event, each share of Series B Preferred Stock shall receive stockholder
liquidating proceeds in an amount not to exceed the Original Price per share
plus any accumulated and unpaid dividends.





(b)         Neither
the consolidation, merger or other business combination of the Corporation with
or into any other person or persons in which the Corporation is the surviving
corporation nor the sale, lease, exchange or conveyance of all or any part of
the property, assets or business of the Corporation to a person or persons other
than the holders of the Corporation's Common Stock, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.





4.           Voting
Rights. Prior to conversion, except as provided in the Nevada General
Corporation Law, the holders of shares of Series B Preferred Stock shall have no
voting rights.





5.           Conversion.





(a)         General.  Shares
of Series B Convertible Preferred Stock may be converted at the option of the
holder thereof, or otherwise as provided below, into fully paid and
nonassessable shares of Common Stock of the Corporation at a price (the
"Conversion Price") equal to 50% of the Market Price (as defined below) per
share of Common Stock on the date of conversion (but the Conversion Price shall
be not less than $1.00 per share (the "Minimum Price") or greater than $5.00 per
share (the "Maximum Price")) with respect to the Stated Value of each share of
Series B Convertible Preferred Stock.  Such option may be exercised by
any holder on an all or none basis on or after July 1, 2010 with respect to the
shares of Series B Convertible Preferred Stock acquired by such
holder.







For
purposes of this subparagraph (a) the Market Price per share of Common Stock on
any date shall be deemed to be the average of the daily closing prices for the
10 consecutive trading days commencing 12 trading days before the day in
question.  "Market Price" on any day when used with respect to the
Common Stock shall mean (i) if
the Common Stock is traded on a national securities exchange or on The Nasdaq
Stock Market, Inc., the closing sales price (or, if no sales on that day, the
high bid price) or (ii) if the Common Stock is not traded as provided in
subsection (i), the closing bid price as reported in the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. or in the pink sheets as
reported by an organization performing the services previously furnished by the
National Quotation Bureau, Inc.





(b)         The
number of shares of Common Stock into which each share of Series B Preferred
Stock is convertible shall be subject to adjustment from time to time as
follows:





(i)          In
case the Corporation shall at any time or from time to time 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
into a greater number of shares or combine or reclassify the outstanding shares
of Common stock into a smaller number of shares of Common Stock, and in each
case,





(A)        The
number of shares of Common Stock into which each share of Series B Preferred
Stock is convertible shall be adjusted so that the holder of each share thereof
shall be entitled to receive, upon the conversion thereof, the number of shares
of Common Stock which the holder of a share of Series B Preferred Stock would
have been entitled to receive after the happening of any of the events described
above had such share been converted immediately prior to the happening of such
event or the record date therefor, whichever is earlier; and





(B)        
An adjustment made pursuant to this clause (i) shall become effective (I) in the
case of any such dividend or distribution, immediately after the close of
business on the record date for the determination of holders of shares of Common
Stock entitled to receive such dividend or distribution, or (II) in the case of
any such subdivision, reclassification or combination, at the close of business
on the day upon which such corporate action becomes effective.





(ii)         In
the case, at any time after the date hereof, of any capital reorganization or
any reclassification of the stock of the Corporation (other than as a result of
a stock dividend or subdivision, split-up or combination of shares), or the
consolidation or merger of the Corporation with or into another person then, as
a condition of the consummation of such transaction, lawful and adequate
provision shall be made so that each holder of shares of Series B Preferred
Stock shall be entitled, upon conversion, to an amount per share equal to (A)
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or which each share of Common
Stock is changed or exchanged multiplied by (B) the number of shares of Common
Stock into which a share of Series B Preferred Stock is convertible immediately
prior to the consummation of such transaction.





(c)         In
case the Corporation shall be a party to a transaction described in subparagraph
(b)(ii) above resulting in the change or exchange of the Corporation's Common
Stock then, from and after the date of announcement of the pendency of such
subparagraph (b)(ii) transaction until the effective date thereof, each share of
Series B Preferred Stock may be





converted,
at the option of the holder thereof, into shares of Common Stock on the terms
and conditions set forth in this Section 5, and if so converted during such
period, such holder shall be entitled to receive such consideration in exchange
for such holder's shares of Common Stock as if such holder had been the holder
of such shares of Common Stock as of the record date for such change or exchange
of the Common Stock.





(d)         The
holder of any shares of Series B Preferred Stock may exercise his right to
convert such shares into shares of Common Stock by surrendering for such purpose
to the Corporation, at the offices of the Corporation, at 52-66 Iowa Avenue,
Paterson, New Jersey 07503 or any successor location, a certificate or
certificates representing the shares of Series B Preferred Stock to be converted
with the form of election to convert (the "Election to Convert") on the reverse
side of the preferred stock certificate completed and executed as indicated,
thereby stating that such holder elects to convert all or a specified whole
number of such shares in accordance with the provisions of this Section 5 and
specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. In case the Election to
Convert shall specify a name or names other than that of such holder, it shall
be accompanied by payment of all transfer or other taxes payable upon the
issuance of shares of Common Stock in such name or names that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
Series B Preferred Stock pursuant hereto. The Corporation will have no
responsibility to pay any taxes with respect to the Series B Preferred Stock. As
promptly as practicable, and in any event within three (3) Business Days after
the surrender of such certificate or certificates and the receipt of the
Election to Convert, and, if applicable, payment of all transfer or other taxes
(or the demonstration to the satisfaction of the Corporation that such taxes
have been paid), the Corporation shall deliver or cause to be delivered (i)
certificates representing the number of validly issued, fully paid and
nonassessable full shares of Common Stock to which the holder of shares of
Series B Preferred Stock so converted shall be entitled and (ii) if less than
the full number of shares of Series B Preferred Stock evidenced by the
surrendered certificate or certificates are being converted, a new certificate
or certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares
converted.





(e)         The
conversion described in Section 5(d) hereof shall be deemed to have been made at
the close of business on the date of giving of the Election to Convert and of
such surrender of the certificate or certificates representing the shares of
Series B Preferred Stock to be converted so that the rights of the holder
thereof as to the shares being converted shall cease except for the right to
receive shares of Common Stock in accordance herewith, and the person entitled
to receive the shares of Common Stock shall be treated for all purposes as
having become the record holder of such shares of Common Stock at such time. The
Corporation shall not be required to convert, and no surrender of shares of
Series B Preferred Stock shall be effective for that purpose, while the transfer
books of the Corporation for the Common Stock are closed for any purpose (but
not for any period in excess of 15 calendar days); but the surrender of shares
of Series B Preferred Stock for conversion during any period while such books
are so closed shall become effective for conversion immediately upon the
reopening of such books, as if the conversion had been made on the date such
shares of Series B Preferred Stock were surrendered, and at the conversion rate
in effect at the date of such surrender.





(f)          In
connection with the conversion of any shares of Series B Preferred Stock, no
fractions of shares of Common Stock shall be issued; rather, the aggregate total
of each conversion shall be rounded up to the nearest whole share.





(g)         Notwithstanding
anything contained herein to the contrary, in no event (except while there is
outstanding a tender offer for any or all of the shares of the Corporation's
Common Stock) shall any holder of any Series B Preferred Stock be entitled to
convert any shares of Series B Preferred Stock, to the extent that, after such
conversion the sum of (i) the number of shares of Common Stock beneficially
owned by such holder and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of
the  unconverted  portion of the Series B Preferred Stock
beneficially owned by such holder), and (ii) the number of shares of Common
Stock issuable upon the conversion of the Series B Preferred Stock with respect
to which the determination of this proviso is being made, would result in
beneficial ownership by such holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock (after taking into account the shares to be
issued to such Holder upon such conversion). For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), except as otherwise provided in clause (ii) of such
sentence





6.          
Reports as to Adjustments. Whenever the number of shares of Common Stock into
which each share of Series B Preferred Stock is convertible is adjusted as
provided in Section 5 hereof, the Corporation shall promptly mail to the holders
of record of the outstanding shares of Series B Preferred Stock at their
respective addresses as the same shall appear in the Corporation's stock records
a notice stating that the number of shares of Common Stock into which the shares
of Series B Preferred Stock are convertible has been adjusted and setting forth
the new number of shares of Common Stock (or describing the new stock,
securities, cash or other property) into which each share of Series B Preferred
Stock is convertible, as a result of such adjustment, a brief statement of the
facts requiring such adjustment and the computation thereof, and when such
adjustment became effective.





7.          
Redemption.





(a)         All,
but not less than all, of the shares of Series B Preferred Stock may be redeemed
upon payment of an amount per share equal to the Original Issue Price per share
of Series B Preferred Stock, plus any unpaid dividends thereon (the "Redemption
Price"), at any time by the Corporation at its sole discretion upon thirty (30)
days' written notice to the holders of the Series B Preferred
Stock.





(b)         Any
notice of redemption ("Redemption Notice") given by the Corporation with respect
to the Series B Preferred Stock shall be delivered by mail, first class postage
prepaid, to each holder of record (at the close of business on the business day
preceding the day on which notice is given) of the Series B Preferred Stock, at
the address last shown on the records of the Corporation for such holder or
given by the holder to the Corporation, for the purpose of notifying such holder
of the redemption to be effected. The Redemption Notice shall specify a date
(the "Redemption Date") not earlier than 30 days after the mailing of the
Redemption Notice on which the Series B Preferred Stock then outstanding shall
be redeemed and the place at which payment may be obtained, which shall be the
principal offices of the Corporation. The Redemption Notice shall call upon each
holder of Series B Preferred Stock





to either
(i) surrender to the Corporation, in the manner and at the place designated,
such holder's certificate or certificates representing the Series B Preferred
Stock to be redeemed or (ii) convert the Series B Preferred Stock into Common
Stock prior to the Redemption Date in accordance with the provisions of Section
5 above. If the Corporation elects to redeem shares pursuant to this Section 7
and defaults or fails to perform its redemption obligations pursuant to this
Section 7 in connection therewith, the holders of the Series B Preferred Stock
shall then have the absolute right to convert such Series B Preferred Stock into
Common Stock in accordance with the provisions of Section 5.





(d)         On
the Redemption Date, the Corporation shall pay by check or wire transfer of
immediately available funds to the person whose name appears on the certificate
or certificates of the Series B Preferred Stock that (i) shall not have been
converted pursuant to Section 5 hereof and (ii) shall have been surrendered to
the Company in the manner and at the place designated in the Redemption Notice,
the Redemption Price, and thereupon each surrendered certificate shall be
canceled.





(e)         If
the funds of the Corporation legally available for redemption of the Series B
Preferred Stock are insufficient to redeem the total number of Series B
Preferred Stock outstanding on the Redemption Date, the Series B Preferred Stock
shall be redeemed (on a pro rata basis from the holders of the Series B
Preferred Stock, from time to time), to the extent the Corporation is legally
permitted to do so, and the redemption obligations of the Corporation hereunder
will be a continuing obligation until the Corporation's redemption of all of the
Series B Preferred Stock.





(f)          From
and after the Redemption Date, unless there shall have been a default in payment
of the Redemption Price, all rights of the holders of the Series B Preferred
Stock (except the right to receive the Redemption Price subsequent to the
Redemption Date upon surrender of their certificate or certificates) shall cease
with respect to such shares, and such shares shall not thereafter be transferred
on the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever.





8.           No
Re-issuance of Preferred Stock. No share or shares of Series B Preferred Stock
acquired by the Corporation by reason of redemption, purchase, conversion or
otherwise shall be reissued, and all such shares shall be canceled, retired and
eliminated from the shares which the Corporation shall be authorized to
issue.





SECOND:
That such determination of the designation, preferences and the relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, relating to the Series B Preferred Stock, was duly made by
the Board of Directors pursuant to the provisions of the Articles of
Incorporation of the Corporation, and in accordance with the provisions of
Section 78-1955 of the Nevada Revised Statutes.





IN
WITNESS WHEREOF, the below signed officer of the Corporation has caused this
Designation to be executed this _______ day of June, 2009.





HYBRID
      DYNAMICS CORPORATIONBy:­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­______________________________Print
      Name: Mark S. KleinPrint
      Title: President