10% CONVERTIBLE PROMISSORY NOTE
 
 OF
 
 HDS INTERNATIONAL CORP.
 
 
   
 This Note ( Company "Maturity Date" Note"
 For Value Received Iconic Holdings, LLC "Holder" "Common Stock"
 
  
  Default Rate
   "Business Day"
 "Conversion Price" DTC "DWAC" DTC FAST
  Principal Amount
   
   "Underlying Shares"
  Section 1.00 Conversion
 (a)  Conversion Right.  Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's option, at any time to convert the outstanding Principal Amount and interest under this Note in whole or in part.
  (b)  The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the "Conversion Date".
  (i)  Stock Certificates or DWAC.  The Company will deliver to the Holder, or Holder's authorized designee, no later than 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this Note.  In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder's (or such designee's) prime broker with DTC through its Deposits and Withdrawal at Custodian ("DWAC") program (provided that the same time periods herein as for stock certificates shall apply).
  (ii)  Charges, Expenses.  Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Noteshall be made without charge to the Holderfor any issuance fee, transfer tax, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common stock to Holder and acknowledges that this is a material obligation of this Note.
   
 (c)  Reservation and Issuance of Underlying Securities.  The Company covenants that it will at all times reserve and keep available out of its authorized and unissued not less than five times the number of shares of Common Stock
  (d)  Conversion Limitation.  The Holder will not submit a conversion to the Company that would result in the Holder owning more than 9.99% of the then total outstanding shares of the Company ("Restricted Ownership Percentage").
  Section 2.00  Defaults and Remedies.
 (e)  Events of Default . An "Event of Default" is:  (i) a default in payment of any amount due hereunder which default continues for more than 5 business days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance with terms hereof, which default continues for 3 Business Days after the Company has failed to issue shares or deliver stock certificates within the 3rd day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of the Note Purchase Agreement; (iv) failure of the Company to remain compliant with DTC, thus incurring a "chilled" status with DTC; (v) if the Company is subject to any Bankruptcy Event; (vi) any failure of the Company to satisfy its  "filing" obligations under the rules and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; (vii) any failure of the Company to provide the Holder with information related to the corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 day of request by Holder; (viii) failure to have sufficient number of authorized but unissued shares of the Company's Common Stock available for any conversion; (ix) failure of Company's Common Stock to maintain a bid price in its trading market which occurs for at least 3 consecutive Trading Days; (x) any delisting for any reason; (xi) failure by Company to pay any of its Transfer Agent fees or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii) any breach of Section 1.00 (c); or (xiv) failure of the Company to abide by the terms of the right of first refusal contained in Section 3.00 (i).
  
  (f)  Remedies.  If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In
 
 Section 3.00 General .
 Payment of Expenses
 Assignment, Etc.
 Governing Law; Jurisdiction
 (i)  Governing Law.This note will be governed by and construed in accordance with the laws of the state of California without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.
  (ii)  Jurisdiction.  Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in San Diego, California.  All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").  AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party.  The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.
  (ii)  No Jury Trial.  The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or
  
   
 Right of First Refusal Proposal Financing Amount Proposal Documents Right of First Refusal Exercise Period
 
 
 
 IN WITNESS WHEREOF
 
 
  
 
 PAUL A. RAUNER
 
  
  
  
 
 This Note is acknowledged as:  Note of April 1, 2015
 
 
 
 
 EXHIBIT A
 
  
 Note
 
 DATE:  ____________________________
 
 FROM:  Iconic Holdings, LLC
 
 Re:
$600,000 Convertible Promissory Note (this "Note") originally issued by HDS International Corp., a Nevada corporation, to Iconic Holdings, LLC on April 1, 2015.
 
 Iconic Holdings, LLC,
 Conversion information:Date to Effect ConversionAggregate Principal Amount of Note Being ConvertedAggregate Interest on Amount Being ConvertedRemaining Principal BalanceNumber of Shares of Common Stock to be IssuedApplicable Conversion PriceSignatureNameAddress