EXHIBIT
4.9.2






FORM OF
SERIES B PREFERRED STOCK CERTIFICATE





Hybrid
Dynamics Corporation


Incorporated
Under the Laws of the State of Nevada





See
Reverse For


Certain
Definitions





CUSIP
______________





This
certifies that








Is The
Owner Of








FULLY
PAID AND NON-ASSESSABLE SHARES OF SERIES B 8% CONVERTIBLE PREFERRED STOCK,
$.0001 PAR VALUE





HYBRID
DYNAMICS CORPORATION





Transferable
only on the records of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly
endorsed.  This Certificate is not valid until countersigned by the
Corporation or its Authorized Transfer Agent and Registrant.





In
Witness Whereof, the Corporation has caused this Certificate to be signed by the
facsimile signatures of its duly authorized officers and the facsimile of its
Corporate Seal to be hereunder affixed.





Dated:























FOR VALUE
RECEIVED THE UNDERSIGNED DOES HEREBY SELL, ASSIGN AND TRANSFER
UNTO:





TRANSFEREE:PLEASE
      INSERT SOCIAL SECURITY(Print
      Name and Address)
                          
                          OR
      TAX IDENTIFICATION NUMBER





If said
number of securities shall not be all the securities evidenced by the within
Certificate the undersigned requests that a new Certificate evidencing the
securities not so transferred be issued in the name of and delivered
to:





PLEASE
      INSERT SOCIAL SECURITY(Print
      Name and Address)
                          
                          OR
      TAX IDENTIFICATION NUMBER





NOTICE:         The
below Transferor signature must correspond with the name as written upon the
face of the within Certificate in every particular, without alteration or
enlargement or any change whatsoever, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the certificate representing
the securities or any certificate representing securities not being exercised is
to be registered in a name other than that in which the within Certificate is
registered, the signature of the holder hereof must be guaranteed.








Dated:Transferor
      SignatureSignature
      Guaranteed:




TRANSFEROR’S
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.





THE
FOLLOWING MUST BE EXECUTED BY THE TRANSFEREE OF THIS CERTIFICATE BEFORE TRANSFER
MAY BE MADE ON THE BOOKS OF THE COMPANY:





The
undersigned hereby certifies that he is the Transferee of the securities
referred to in this Assignment:








Dated:Transferee
      Signature





WARNING:  THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1934 AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT (1) UPON EFFECTIVE REGISTRATION OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933, OR (2) UPON ACCEPTANCE BY
THE ISSUER OF AN OPINION OF COUNSEL IN SUCH FORM AND BY SUCH COUNSEL OR OF OTHER
DOCUMENTATION AS SATISFACTORY TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION
IS NOT REQUIRED.