hybridexh10_2.htm


    
      

    


    Exhibit
10.2

    


    FINDERS
FEE AGREEMENT

     

     

    THIS
AGREEMENT is made this 8th day of September, 2008 by and between Birchwood
Capital Advisors, Inc. a New Jersey corporation, having its main office 264
Union Boulevard, Totowa, NJ 07512, hereinafter referred to as ("CONSULTANT") and
Hybrid Dynamics Corporation, a Nevada corporation having its main office at
52-66 Iowa Avenue, Paterson, New Jersey 07530 hereinafter referred to as
("COMPANY").

     

    The
following represents our agreement, in consideration of each other's promises or
acts with respect to this Finder's Fee Agreement. Consultant has introduced
and/or will introduce potential Investors to Company in return for Company's
agreement to pay Consultant (or nominee) compensation for these introductory
services if an investment is made. Therefore, the parties herein agree as
follows:

     

    1. 
Investor. The "registered" Investors, i.e., those investors which Consultant
will introduce to Company, will be named and listed by separate cover letter(s),
and such letters shall be governed by, and included under the provisions of this
Agreement as if included herein.

     

    Further,
the compensation Company has herein agreed to pay Consultant shall be payable in
the event any registered investor, associate, co-investor or other entity
procured by a "registered" Investor purchases from, invests in or advances funds
toward Company's project and/or Company or any of Company's wholly-owned
subsidiary companies. All are defined as an "Investor."  Consultant
will not make any representation to an Investor regarding the Company or enter
into any covenants or agreements with any Investor on behalf of the Company. The
Company has the exclusive right, in its sole discretion, to accept or reject any
investment or proposal from an Investor.

     

    2. 
Non-Exclusive Agreement.  Notwithstanding the foregoing or anything to
the contrary stated herein, the Company and Consultant agree that this Agreement
shall be exclusive only to the Investors and otherwise shall not prohibit the
Company from entering into any other agreement or agreements with parties other
than the Investors, nor shall this Agreement prohibit the Company from entering
into any transaction with any other party. In addition, no fees or compensation
of any nature whatsoever shall be due or payable by the Company to Consultant in
the event that the Investors purchase the Company’s equity securities pursuant
to a firm underwritten public offering by the Company or through open market
transactions.

     

    3.  
Initial Investment. Should an Investor purchase, invest and/or loan monies,
properties, patents (or anything of value) toward any of Company's projects
and/or Company's company (all defined as "Company"), regardless of the form such
proceeds are so invested, then Company agrees to pay Consultant ten percent (10
%) of the proceeds (or value) so purchased, invested and/or loaned to the
Company. this compensation to Consultant shall be based upon the gross amount
invested, prior to any deductions, expenses or offsets of any kind. Payment will
be made by cashier's checks, money order or any mutually acceptable means
payable to the order of Consultant upon Company's receipt of good funds (or
value).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    4.  
Limitation of Service. This Agreement relates solely to Consultant's services as
a finder in introducing Company to prospective investors. There are no
additional services that Consultant is required to perform to be entitled to the
above compensation in the event an investment is made. Consultant will not
engage in any negotiations whatsoever on behalf of Company or any investor. Nor
will Consultant provide Company or any investor with information which may be
used as a basis for such negotiations. Consultant will have no responsibility
for nor will Consultant make recommendations concerning the terms, conditions or
provisions of any agreement between Company and an investor, including the
manner or means of consummating the transaction.

     

    CONSULTANT
REPRESENTS THAT IT IS NOT A LICENSED SECURITIES DEALER, AND THAT THIS AGREEMENT
IS NOT INTENDED FOR T14E PURPOSE OF BUYING, SELLING OR TRADING
SECURITIES.

     

    5.   Offering
Materials/No General Solicitation. Consultant has not and will not use any
offering materials or other information and data regarding the Company other
than the Company’s publicly filed reports and only such other materials as the
Company will have approved in writing prior to their use, nor shall Consultant
do any advertising or make any general solicitation on behalf of the Company in
connection with the offering of the Securities to the Investors by the
Company.

     

    6.  
Miscellaneous. This Agreement shall be binding upon all parties and their
respective estates, heirs, successors and permitted assigns. This Agreement may
be changed only by the written consent of all parties. This Agreement may not be
assigned by either party without the written consent of the other. This
Agreement is the entire agreement between us. Should any legal proceeding be
necessary to construe or enforce the provisions or this Agreement, then the
prevailing party in such legal action shall be entitled to recover all court
costs, reasonable attorney fees and costs of enforcing or collecting any
judgment awarded. The judgment by any court of law that a particular section of
this Agreement is illegal shall not affect the validity of the remaining
provisions.

     

    It is our
intention that the laws of the State of New Jersey shall govern the validity of
this Agreement. Your signature below shall bind you to the terms and conditions
of this Agreement.

     

     

    
      	
              COMPANY:

              HYBRID
      DYNAMICS CORPORATION

            	 
      	
              CONSULTANT:

              BIRCHWOOD
      CAPITAL ADVISORS CORPORATION

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      STEVEN RADT

            	 
      	
              By:

            	
              /s/
      CHRISTOPHER H. GIORDANO

            
	 
      	
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      Name: Steven Radt

            	 
      	 
      	
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      Name: Christopher H. Giordano

            
	 
      	
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      Title: Chief Executive Officer

            	 
      	 
      	
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      Title: President