Exhibit 10.1


 


DEMAND PROMISSORY NOTE


 


	$7,500	July 30, 2019


 


FOR VALUE RECEIVED, $7,500, PhoneBrasil
International, Inc. whose address is 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036 (hereinafter the “Maker”)
promises to pay to the order of Custodian Ventures, LLC (the “Holder”) at 1185 Avenue of the Americas, 3rd Floor, New
York, or at such other place as the holder hereof shall designate to the undersigned in writing, in lawful money of the United
States of America, the principal amount of Seven Thousand Five Hundred Dollars ($7,500) on demand by the Holder (the “Demand
Date”).


 


In the event the principal hereunder shall
remain unpaid for a period of ten (30) days or more following the Demand Date, a late charge equivalent to one (1%) percent of
such payment shall be charged. In the event of default in any payment due under this demand promissory note, which remains unpaid
for a period of ten days or more, the principal and accrued interest amount shall immediately become due and payable without any
further demand or request.


 


If any payment of principal or interest
on this Note becomes due and payable on a Saturday, Sunday or public holiday under the laws of the State of New York, the due date
hereof shall be extended to the next succeeding full business day. All payments received by the holder shall be applied first to
the payment of accrued interest and then to principal.


 


This Note may be prepaid in whole or in
part at any time.


 


In the event that this Note shall be placed
in the hands of an attorney for collection by reason of any default hereunder, the undersigned agrees to pay reasonable attorney’s
fees and disbursements and other reasonable expenses incurred by the payee in connection with the collection of this Note.


 


The rights, powers and remedies given to
the payee under this Note shall be in addition to all rights, powers and remedies given to it by virtue of any statute or rule
of law.


 


Any forbearance, failure or delay by the
payee in exercising any right, power or remedy under this Note or otherwise available to the payee shall not be deemed to be a
waiver of such right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude the further
exercise thereof.


 


No modification or waiver of any provision
of this Note shall be effective unless it shall be in writing and signed by the payee, and any such modification or waiver shall
apply only in the specific instance for which given.


 


This Note and the rights and obligations
of the parties hereto, shall be governed, construed and interpreted according to the laws of the State of New York wherein it was
negotiated and executed, and the undersigned consents and agrees that the State and Federal Courts which sit in the State of New
York and the County of New York shall have exclusive jurisdiction of all controversies and disputes arising hereunder.


 


The undersigned waives the right in any
litigation with the payee to trial by jury.


 


The term “payee” as used herein
shall be deemed to include the payee and its successors, endorsees and assigns.


 


The undersigned hereby jointly and severally
waive presentment, demand for payment, protest, notice or protest and notice of non payment hereof.


 


	PhoneBrasil International, Inc.	 
	 	 	 
	By:	/s/ David Lazar	 
	Name:	David Lazar	 
	Its:	CEO	 
	 	 	 
	Custodian Ventures LLC	 
	 	 	 
	By:	David Lazar	 
	Name:	David Lazar	 
	Its:	CEO