Exhibit
10.1





FORM OF
6% CONVERTIBLE PROMISSORY NOTE





THE
SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR
SALE, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE
SECURITIES WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. 6% CONVERTIBLE PROMISSORY NOTE





$_____________          Paterson,
New Jersey





(Date)





FOR VALUE
RECEIVED, Hybrid Dynamics Corporation, a Nevada corporation, with its principal
place of business at 52-66 Iowa Ave., Paterson, NJ 07503, its successors and
assigns (the “Maker”), promises to pay to the order of ____________ – Tax
Identification Number _____________ (the “Payee”), having an address at
__________________, 24 months from the date set forth above (the “Maturity
Date”), or at such other place as the Payee may hereafter specify in writing,
the principal sum of ______________ ($_____) unless the Payee earlier elects to
convert this promissory note (this “Note”) into common stock of the Maker. This
Convertible Promissory Note is one of a series of notes being issued between the
Maker and certain bridge note investors.





1. The
principal amount of this Note is convertible, at the option of the Payee at
anytime prior to the Maturity Date without payment of any additional
consideration therefore, into common stock of the Maker at the rate of Thirty
Three Thousand Three Hundred and Thirty Three (33,333) shares of common stock
for each Five Thousand Dollars ($5,000) of principal. 2. The unpaid principal
amount hereof shall bear simple interest from the date hereof at the rate of 6%
per annum until the Maturity Date (or until the earlier date of payment if this
Note is prepaid or converted into common stock of the Maker as provided herein).
3. Interest shall be payable in full on each one year anniversary date (or until
the earlier date of payment if this Note is prepaid or converted into common
stock of the Maker as provided herein).





4. The
Maker may, at its own election, pay the interest due hereon in the form of
shares of its common stock, at the rate of one share of its common stock for
Fifty Cents ($.50) of interest due.





5. EVENTS
OF DEFAULT. The occurrence of each or any of the following conditions, events or
acts shall constitute an "Event of Default:"





5.1 The
dissolution of the Maker; or





5.2 The
Maker's insolvency, assignment for the benefit of creditors, application for or
appointment of a receiver, filing of a voluntary or involuntary petition under
any provision of the Federal Bankruptcy Code or amendments thereto or any other
federal or state statute affording relief to debtors; or if there shall be
commenced against the Maker any such proceeding or filed against the Maker any
such application or petition which proceeding, application or petition is not
dismissed or withdrawn within 30 days of commencement or filing as the case may
be; or





5.3 The
failure by the Maker to make any payment of any amount of principal on, or
accrued interest under, this Note, as and when the same shall become due and
payable; or





5.4 The
commencement of a proceeding to foreclose the security interest or lien in any
property or assets to satisfy the security interest or lien therein of any
secured creditor of the Maker whose debt is in excess of $100,000.00;
or





5.5 The
entry of a final judgment for the payment of money in excess of $100,000.00 by a
court of competent jurisdiction against the Maker, which judgment the Maker
shall not discharge (or provide for such discharge) in accordance with its terms
within 30 days of the date of entry thereof, or procure a stay of execution
thereof within 30 days from the date of entry thereof and, within such 30 day
period, or such longer period during which execution of such judgment shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; then, in any such event and at any time thereafter, while
such Event of Default is continuing, the indebtedness evidenced by this Note
shall immediately become due and payable, both as to principal and interest,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, notwithstanding anything contained herein to the
contrary.





6. SUITS
FOR ENFORCEMENT AND REMEDIES. If any one or more Events of Default shall occur
and be continuing, the holder of this Note may proceed to protect and enforce
such holder's rights either by suit in equity or by action at law, or both,
whether for the specific performance of any covenant, condition or agreement
contained in this Note or in any agreement or document referred to herein or in
aid of the exercise of any power granted in this Note or in any agreement or
document referred to herein, or proceed to enforce the payment of this Note or
to enforce any other legal or equitable right of the holder of this Note. No
right or remedy herein or in any other agreement or instrument conferred upon
the holder of this Note is intended to be exclusive of any other right or
remedy, and each and every such right or remedy shall be cumulative and shall be
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.





7. FEES,
WAIVERS, OTHER.





7.1 If
the holder of this Note shall institute any action to enforce the collection of
any amount of principal of and/or interest on this Note, and there shall be any
amount of principal of and/or interest on this Note owed to the holder, then
there shall be immediately due and payable from the Maker, in addition to the
then unpaid sum of this Note, all reasonable costs and expenses incurred by the
Payee in connection therewith, including, without limitation, reasonable
attorneys' fees and disbursements.





7.2 No
forbearance, indulgence, delay or failure to exercise any right or remedy with
respect to this Note shall operate as a waiver, nor as an acquiescence in any
default, nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise thereof or the exercise of any other
right or remedy.





7.3 This
Note may not be modified or discharged except by a writing duly executed by the
Maker and the Payee.





7.4 The
Maker hereby expressly waives demand and presentment for payment, notice of
nonpayment, notice of dishonor, protest, notice of protest, bringing of suit,
and diligence in taking any action to collect amounts called for hereunder, and
shall be directly and primarily liable for the payment of all sums owing and to
be owing herein, regardless of and without any notice, diligence, act or
omission with respect to the collection of any amount called for hereunder or in
connection with any right, lien, interest or property at any and all times which
the Payee had or is existing as security for any amount called for
hereunder.





7.5 The
Maker shall bear all of its expenses, including attorneys' fees incurred in
connection with the preparation of this Note.





8.
MISCELLANEOUS.





8.1 The
headings of the various paragraphs of this Note are for convenience of reference
only and shall in no way modify any of the terms or provisions of this
Note.





8.2 All
notices required or permitted to be given hereunder shall be in writing and
shall be deemed to have been duly given when personally delivered or sent by
registered or certified mail, return receipt requested, postage prepaid, to the
address of the intended recipient set forth in the preamble to this Note or at
such other address as the intended recipient shall have hereafter given to the
other party hereto pursuant to the provisions hereof.





MAKER:


Hybrid
Dynamics Corporation





By:
_______________________


Steven
Radt, CEO