Convertible Promissory Note to Kayam Consulting FZE dated January 17, 2017

FOR VALUE RECEIVED from, Kayam Consulting FZE, a United Arab Emirates / (corporation) (“Creditor”), hereby irrevocably promises and agrees to pay to the order of American-Swiss Capital Inc,  a Delaware company listed on the OTC Exchange (“Debtor”), or at such other place as set forth herein or as designated in writing by the Holder (as defined below) hereof, in lawful money of the United States of America, the principal sum of Fifty Thousand Dollars ($50,000.00) (the “Principal Sum”), in connection therewith, all in accordance with the terms and conditions set forth below.

1.          Debtor may sell, assign, transfer, pledge or hypothecate this convertible promissory note (this “Note”) and any or all of its rights and remedies hereunder at any time, with or without notice to Creditor, to any person or entity.  Debtor and its successors and assigns under this Note are sometimes referred to herein as the “Holder.”

2.          Debtor shall pay the entire outstanding balance of this Note in the amount of Fifty Seven Thousand, Five Hundred Dollars ($57,500.00), which shall include the Principal Sum and the Interest and all other fees and charges accrued and unpaid hereunder, no later than 5:00 p.m., New York EST time, on 18th January 2018 (as such payment date may be adjusted hereunder pursuant to the following subsection, the “Maturity Date”).  The amount due on the Maturity Date shall be paid in balloon payment.  It is agreed that the interest payment of Seven Thousand Five hundred Dollars ($7,500) will be split into (4) quarterly payments as per the payment schedule below:

I.

$1,875 to be paid on 18th April 2017

II.

$1,875 to be paid on 18th July 2017

III.

$1,875 to be paid on 18th October 2017

IV.

$1,875 to be paid on 18th January 2018

3.          Debtor may prepay any amount due hereunder, in whole or in part, at any time without penalty or premium for such early payment.  Debtor shall also be entitled to offset against this Note any amount owed by Debtor to Creditor, including without limitation any losses or expenses actually incurred by Creditor as a result of a breach by Debtor of any of its obligations between Debtor and Creditor.

4.          If (a) any payment or delivery required by this Note is not made when due hereunder, or any obligation or covenant undertaken by Debtor hereunder is not performed or observed as and when required hereby, (b) Debtor defaults in the performance of any obligation evidenced by this Note, (c) any representation or warranty made by Debtor in this Note or any other instrument, agreement or document delivered by Debtor or any other party for Debtor’s benefit in connection herewith proves to have been materially false or inaccurate when made, (d) any event of default occurs under any instrument securing the obligations evidenced by this Note, or (e) Debtor files an assignment for the benefit of creditors or for relief under any provisions of the Bankruptcy Code, or suffers an involuntary petition in bankruptcy or receivership to be filed and not vacated within 30 days, then the Holder may at its sole option consider the entire unpaid principal balance and accrued but unpaid interest hereunder at once become due and payable without notice (time being the essence hereof).  The exercise or failure to exercise such remedy shall not constitute a waiver of the right to exercise such remedy or preclude the exercise of any other remedy in the event of any subsequent default, event or circumstance that gives rise to such right of acceleration.

5.          In the event Debtor fails to make a payment under this Note on the due date therefore or otherwise defaults in any obligation under this Note, all amounts owing and past due hereunder, including without limitation principal (whether by acceleration or in due course), interest, late fees and other charges, shall, if permitted by applicable law, bear interest at the rate of twenty four percent (24%) per annum both before and after judgment.

6.          In the event that any payment under this Note is not made at the time and in the manner required (whether before or after maturity), Debtor agrees to pay any and all costs and expenses (regardless of the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which may be incurred by Holder in connection with the enforcement of any of its rights under this Note, including, but not limited to, attorneys’ fees and all costs and expenses of collection.

7.          All amounts paid by Debtor in respect of amounts due hereunder shall be applied by Holder in the following order of priority:  (a) amounts due and payable, if any, pursuant to Paragraph 7 above, (b) interest due and payable hereunder, and (c) the outstanding principal balance hereof.

8.          Debtor, on behalf of itself and all sureties, guarantors, and endorsers hereof, if any, hereby waives presentment for payment, demand, and notice of dishonor and nonpayment of this Note, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substitution.

10.        This Note is delivered in the State of Florida and shall be governed by and construed in accordance with the laws of said State, without giving effect to any conflict of laws provisions.  This Note shall bind the successors and assigns of Debtor and shall inure to benefit of the successors and assigns of Creditor.

11.        This Note constitutes the entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and supersedes and replaces any prior understanding or agreement, oral or written, relating to such subject matters.

12.        Creditor maintains the right to convert the principal sum and the interest on the loan into shares in Amercian-Swiss Capital Inc. and/or any potential/future mergers, joint ventures that American-Swiss Capital Inc enters into at the agrees rate of $1.00 Per share.

13.        In the event that American-Swiss Capital Inc. defaults on payment of the principal and interest amount, ($57,500) the (Creditor) reserves the right to take a lean on American-Swiss Capital Inc, including all/any assets, shares, Patents, Intellectual Property of American-Swiss Capital Inc.