SECOND
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

     

    This
      Second Amendment to Loan and Security Agreement (this “Amendment”),
      dated
      as of October 17, 2008, is by and among HYDROGEN,
      L.L.C., an
      Ohio
      limited liability company, with its principal place of business located at
      2
      Juniper Street, Versailles, Pennsylvania 15132 (the “Borrower”),
      HYDROGEN
      CORPORATION, a
      Nevada
      corporation, with its principal place of business located at 10 East
      40th
      Street,
      Suite 3405, New York, New York 10016 ( the “Guarantor”
or
      “HYDRO
      Corp”),
      FEDERATED
      KAUFMANN FUND, a
      portfolio of Federated Equity Funds, a Massachusetts business trust, with
      offices located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237, in
      its
      capacity as agent for the benefit of the Lenders (together with its successors
      and assigns, the “Agent”),
      FEDERATED
      KAUFMANN FUND, a
      portfolio of Federated Equity Funds, a Massachusetts business trust, with
      offices located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237, in
      its
      capacity as a Lender, and SAMSUNG
      C & T CORPORATION,
      a
      corporation organized under the laws of the Republic of Korea, with offices
      at
      Samsung C&T Corporation Building, 1321-20, Seocho-2 Dong, Seocho-Gu, Seoul,
      Korea, in its capacity as a Lender (together with their respective successors
      and assigns, the “Lenders”).

     

    RECITALS

    


    WHERAS,
      the
      Borrower, Guarantor, Agent and Lenders are parties to that certain Loan and
      Security Agreement dated as of August 22, 2008, as amended by the First
      Amendment to Loan and Security Agreement dated as of September 22, 2008 (as
      amended, restated, supplemented and otherwise modified, the “Loan
      Agreement”).

     

    WHEREAS,
      the
      parties hereto desire to amend certain terms and provisions of the Loan
      Agreement on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises herein contained, and for other good and valuable
      consideration (the receipt, sufficiency and adequacy of which are hereby
      acknowledged), the parties hereto (intending to be legally bound) hereby agree
      as follows:

     

    1.  Definitions. 
      Terms
      capitalized herein and not otherwise defined herein shall have the meanings
      ascribed to such terms in the Loan Agreement, as amended hereby.

     

    2.  Amendments
      to Loan Agreement.  Subject
      to the terms and conditions contained herein, the Borrower, Guarantor, Agent
      and
      Lenders hereby amend the Loan Agreement as follows: 

     

    (a)
      After
      Section 1.91, the following new Section shall be added:

     

    1.91(a) “Viable
      Offer” shall mean
      a
      written offer from one or more Persons to the Borrower or Guarantor to
      consummate either (i) an equity or debt investment transaction in the Borrower
      or Guarantor or (ii) the purchase of all or substantially all of the assets
      or
      capital stock of the Borrower or Guarantor, that in each case would enable
      the
      Loan to be repaid in full on or prior to the Maturity Date. To satisfy this
      definition, a Viable Offer must be accompanied by a deposit, in the form of
      a
      certified check, bank check, wire transfer, or letter of credit, payable to
      the
      Borrower or Guarantor in the amount of five hundred thousand dollars ($500,000),
      which, if such offer is accepted by the Borrower or Guarantor, shall be
      refundable only under certain limited conditions agreed to by the Borrower
      or
      Guarantor (the “Viable
      Offer Deposit”).
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b)
      Sections 2.1(a), 2.1(b) and 2.1(c) of the Loan Agreement are hereby amended
      and
      restated in their entirety as follows:

     

    
      	2.1  	
              Loan.
                Upon the terms and provisions and subject to the conditions contained
                in
                this Agreement, on the date hereof, each Lender is willing to extend
                in
                one (1) advance term loans (collectively, the “Loan”)
                to the Borrower in an aggregate principal amount equal to each Term
                Loan
                Commitment, which aggregate amount equals the Aggregate Term Loan
                Commitment. On the Closing Date, each Lender shall provide to the
                Borrower
                50% of its respective Term Loan Commitment. The remaining 50% of
                such Term
                Loan Commitment shall be deposited into an account in the name of
                the
                Borrower which shall require the authorization of the Agent for any
                release of funds (the “Borrower’s
                Account”)
                and shall be released to the Borrower or the Lenders, as applicable,
                upon
                the satisfaction of such conditions and in such amounts as described
                in
                this Section 2.1. The Agent and the Borrower agree that upon satisfaction
                of the conditions in Section 2.1(a) and (b), they shall take all
                necessary
                action, including, without limitation, delivering signed authorizations
                or
                instructions, to release the applicable amount in the Borrower’s Account
                to the Borrower. 

            


    

     

    (a)
       On
      the
      date of this Amendment, four hundred fifty thousand dollars ($450,000.00) shall
      be released from the Borrower’s Account to the Borrower.

     

    (b)
       If
      on or
      before October 20, 2008, the Agent has received a letter from the Borrower
      or
      Guarantor transmitting a communication that qualifies as a Viable Offer together
      with a notarized copy of such Viable Offer and a confirmation that the Viable
      Offer Deposit is duly deposited, then the remaining balance in the Borrower’s
      Account shall be released to the Borrower. If the condition in the preceding
      sentence is not satisfied by October 20, 2008, Agent and Borrower shall promptly
      take all necessary action, including delivering signed authorizations or
      instructions, to return the remaining balance in the Borrower’s Account to the
      Lenders without payment of the Prepayment Fee, which is waived.

     

    (c)  In
      the
      event of a bankruptcy filing by the Borrower or Guarantor, to the extent the
      Borrower or Guarantor seeks to use cash in excess of the approximately
      $225,000.00 that does not constitute Collateral under Section 5.1(y), the Agent
      and the Lenders consent to the use of such excess with such cash to be used
      solely for general business and operating purposes related to the reorganization
      of the Borrower and/or Guarantor, sale of the Borrower and/or Guarantor as
      a
      going concern, or orderly liquidation of the assets of the Borrower and/or
      Guarantor through bankruptcy or otherwise, as applicable.


    
      
        
        

      

      
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    3.  Reference
      to and Effect on the Loan Agreement.

     

    (a)  Except
      as
      expressly provided herein, the Loan Agreement and all of the other Loan
      Documents shall remain unmodified and continue in full force and effect and
      are
      hereby ratified and confirmed.

     

    (b)  Except
      as
      expressly provided herein, the execution, delivery and effectiveness of this
      Amendment shall not operate as a waiver of: (i) any right, power or remedy
      of
      the Parties under the Loan Agreement or any of the other Loan Documents, or
      (ii)
      any Event of Default under the Loan Agreement.

     

    4.  Representations
      and Warranties of the Borrower and Guarantor. Each
      of
      Borrower and Guarantor hereby represents and warrants to the Agent and the
      Lenders, which representations and warranties shall survive the execution and
      delivery hereof, that on and as of the date hereof and after giving effect
      to
      this Amendment:

     

    (a)  It
      has
      the requisite power and authority to execute, deliver and perform its
      obligations under this Amendment. This Amendment has been duly authorized by
      all
      necessary action of it. This Amendment constitutes the legal, valid and binding
      obligation of it, enforceable against it in accordance with its terms, subject
      to the effect of any applicable bankruptcy, insolvency, reorganization or
      similar law affecting creditors’ rights generally and general principles of
      equity;

     

    (b)  The
      representations set forth in the Loan Agreement and in the Loan Documents are
      true, correct and complete on and as of the date hereof; and

     

    (c)  No
      Event
      of Default has occurred and is continuing.

     

    5.  Reference
      to Loan Agreement; No Waiver.

     

    (a)  Upon
      the
      effectiveness of this Amendment, each reference in the Loan Agreement to “this
      Loan Agreement,” “this Agreement”, “hereunder,” “hereof,” “herein” or words of
      like import shall mean and be a reference to the Loan Agreement as amended
      hereby. The term “Loan Documents” as defined in Section 1.53 of the Loan
      Agreement shall include (in addition to the Loan Documents described in the
      Loan
      Agreement) this Amendment and any other agreements, instruments or other
      documents executed in connection herewith.

     

    (b)  The
      Agent’s failure, at any time or times hereafter, to require strict performance
      by the Borrower of any provision or term of the Loan Agreement, this Amendment
      or the other Loan Documents shall not waive, affect or diminish any right of
      the
      Lender hereafter to demand strict compliance and performance herewith or
      therewith. Any suspension or waiver by the Lender of a breach of this Amendment
      or any Event of Default under the Loan Agreement shall not, except as expressly
      set forth herein, suspend, waive or affect any other breach of this Amendment
      or
      any Event of Default under the Loan Agreement, whether the same is prior or
      subsequent thereto and whether of the same or of a different kind or character.
      None of the undertakings, agreements, warranties, covenants and representations
      of the Borrower or Guarantor contained in this Amendment, shall be deemed to
      have been suspended or waived by the Agent unless such suspension or waiver
      is:
      (i) in writing and signed by the Agent, and (ii) delivered to the Borrower
      or
      Guarantor. In no event shall the Agent’s execution and delivery of this
      Amendment establish a course of dealing among the Agent, Guarantor, Borrower
      or
      any other obligor or in any other way obligate the Agent to hereafter provide
      any amendments or waivers with respect to the Loan Agreement. The terms and
      provisions of this Amendment shall be limited precisely as written and shall
      not
      be deemed: (A) to be a consent to a modification (except as expressly provided
      herein) or waiver of any other term or condition of the Loan Agreement or of
      any
      other Loan Documents, or (B) to prejudice any right or remedy that the Agent
      may
      now have under or in connection with the Loan Agreement or any of the other
      Loan
      Documents.

     


    
      
        
        

      

      
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    6.  Successors
      and Assigns. 
      This Amendment shall be binding upon and inure to the benefit of the Agent,
      the
      Lenders and each of the other parties hereto and their respective successors
      and
      assigns; provided,
      however,
      the
      Borrower may not assign this Amendment or any of the Borrower’s rights hereunder
      without the Agent’s prior written consent. Any prohibited assignment of this
      Amendment shall be absolutely null and void. This Amendment may only be amended
      or modified by a writing signed by the Agent, Lenders, Borrower and
      Guarantor.

     

    7.  Severability.  
      Wherever
      possible, each provision of this Amendment shall be interpreted in such a manner
      so as to be effective and valid under applicable law, but if any provision
      of
      this Amendment is held to be prohibited by or invalid under applicable law,
      such
      provision or provisions shall be ineffective only to the extent of such
      provision and invalidity, without invalidating the remainder of this
      Amendment.

     

    8.  Governing
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE BORROWER HEREBY
      EXPRESSLY ELECTS TO APPLY TO THIS AMENDMENT, WITHOUT GIVING EFFECT TO PROVISIONS
      FOR CHOICE OF LAW HEREUNDER. THE BORROWER AGREES THAT ANY ACTION OR PROCEEDING
      BROUGHT TO ENFORCE OR ARISING OUT OF THIS AMENDMENT SHALL BE COMMENCED IN
      ACCORDANCE WITH THE PROVISIONS OF THE LOAN AGREEMENT. 

     

    


     

    


     

    9.  Counterparts;
      Facsimile or Other Electronic Transmission. 
      This Agreement may be executed in counterparts and by facsimile or other
      electronic signatures, each of which when so executed, shall be deemed an
      original, but all of which shall constitute but one and the same
      instrument.

     

    ***Signature
      Page Follows***


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Second Amendment to Loan and Security Agreement
      to
      be duly executed and delivered as of the date first above written. 

     

    BORROWER:

    


    HYDROGEN,
      L.L.C.


     

      By:
        /s/ Josh
        Tosteson                                                       


      Name:
        Josh
        Tosteson                                                         


      Title:
        President                                                                     



    

    


    GUARANTOR:

    


    HYDROGEN
      CORPORATION

    


    
      By:
        /s/ Josh
        Tosteson                                                       


      Name:
        Josh
        Tosteson                                                         


      Title:
        President                                                                     


       

      AGENT:

    

    


    FEDERATED
      KAUFMANN FUND

    a
      portfolio of Federated Equity Funds

    


    
      
        
          By:
            /s/ Hans
            Utsch                                                            

          Name:
            Hans
            Utsch                                                            
              


          Title:
            Vice
            President                                                           


        



    

    LENDERS:

    


    FEDERATED
      KAUFMANN FUND 

    a
      portfolio of Federated Equity Funds


    
       

        By:
          /s/ Hans
          Utsch                                                            

        Name:
          Hans
          Utsch                                                            
              


        Title:
          Vice
          President                                                           




    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SAMSUNG
      C&T CORPORATION


    
       

        By:
          /s/ Cheol-Woo
          Lee                                                       


        Name: Cheol-Woo
          Lee                                                         


        Title: Senior
          Executive Vice
          President