Green Equity Holdings, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





LETTER OF INTENT

ACQUISITION OF HOLDINGS ENERGY, INC.

This LETTER OF INTENT is entered into on the
26th day of March 2012, by and between, Green Equity Holdings,
Inc., a Nevada Corporation, with its principal place of business at 1015 W.
Newport Center Drive, Suite 105, Deerfield Beach, Florida 33486 (hereafter
referred to as “GEH” or the “Company”); and Holdings Energy, Inc., a Florida
Corporation (hereinafter referred to as “Holdings Energy”).

WHEREAS, GEH represents that it is a publicly traded
company, trading on the Over The Counter Markets (“OTCQB” or “OTCBB”) and is
current with all its Securities and Exchange Commission (“SEC”) filings. GEH has
One Hundred Six Million Seven Hundred Twenty-Two Thousand Two Hundred Ten
(106,722,210) shares of common stock issued and outstanding;

WHEREAS, Holdings Energy is an energy lighting solutions
company focused on design, sale and installation of retrofit lighting products
headquartered in Boca Raton, Florida. The mission of Holdings Energy is to
preserve natural resources while identifying and providing energy efficient
lighting products and solutions, which satisfy consumer demand while providing
superior performance; 

WHEREAS, GEH desires to acquire 100% ownership of
Holdings Energy, the Company will issue restricted shares of its common stock
(the “Common Shares”) on a one for one basis and elect a new board of directors
prior to the closing of the acquisition. In exchange for the Common Shares, the
Holdings Energy Stockholders will transfer to the Company, or a newly formed,
wholly owned subsidiary of the Company, by way of merger, exchange or other
structure to be mutually agreed by the parties, 100% of the outstanding capital
stock of Holdings Energy. As a result, Holdings Energy would become a wholly
owned subsidiary of the Company following the acquisition; and 

WHEREAS, Holdings Energy represents that under Florida
Law, a majority of its Board of Directors approved the execution of this
LETTER OF INTENT for the acquisition of Holdings Energy; and

NOW, THEREFORE, it is intended that GEH shall acquire
Holdings Energy in accordance with the following terms and conditions:

	1. 	
      GEH proposes the following terms be developed into a
      Share Exchange Agreement:

	 	 	 
		a. 	
      GEH and Holdings Energy will enter into a definitive
      Agreement (the “Agreement”) whereby GEH will acquire Holdings Energy.
      Prior to the Acquisition of Holdings Energy, GEH will execute a 200 to 1
      reverse split of its shares of common stock currently outstanding. After
      the reverse stock split, GEH will have approximately Five Hundred
      Thirty-Three Thousand Six Hundred Eleven (533,611) shares of common stock
      outstanding. GEH will then issue one new share of GEH stock for each existing share of
      Holdings Energy outstanding at the closing on or before April 30, 2012
  (the “Closing”).



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Letter of Intent Green Equity and Holdings Energy 




LETTER OF INTENT

		b. 	
      Commencing upon the execution of this LETTER OF
      INTENT, GEH will have Ten (10) days to complete its due diligence to
      acquire Holdings Energy.

	 	 	 
		c. 	
      During the Due Diligence Period GEH will have access at
      times reasonably requested by GEH or its agents, to all Holdings Energy
      company records, including, but not limited to, representative agreements,
      debentures, employment contracts and any other documents pertinent to the
      acquisition of Holdings Energy specified in this LETTER OF INTENT.
      In addition, all officers, directors, employees and agents of Holdings
      Energy will cooperate to provide GEH the necessary information to properly
      conduct this due diligence effort.

	 	 	 
	2. 	
      All Employees, Officers, and Directors of Holdings Energy
      shall agree that any and all back pay, expenses, and claims owed or
      allegedly owed by Holdings Energy were investments by the parties in
      Holdings Energy prior to the acquisition of Holdings Energy by GEH, and
      that any GEH stock distributed by GEH to Holdings Energy is full and
      complete compensation for any outstanding back pay, expenses, and claims
      and has been figured into the total issued and outstanding figure provided
      herein.

	 	 	 
	3. 	
      From the date of this LETTER OF INTENT until the
      earlier to occur of: (i) the date upon which the proposed acquisition
      shall close or (ii) Ten (10) days from the date upon which this LETTER
      OF INTENT is executed, neither Holdings Energy nor any of its
      officers, directors, managers or affiliates will negotiate with or make
      any commitment to any third party with a view to a sale of any or all or
      substantially any and all of Holdings Energy’s assets, or the sale of any
      interests or shares or securities convertible or exchangeable for interest
      or shares or the merger or the consolidation with any other corporation or
      other entity.

	 	 	 
	4. 	
      Each party agrees to be responsible for its own legal,
      accounting and other advisory fees and expenses incurred in connection
      with the transaction contemplated hereunder including, but not limited to,
      any and all costs, incurred in connection with due
  diligence.



This LETTER OF INTENT shall be subject to the execution
of the Agreement acceptable to both parties and their stockholders (if required
by applicable law or corporate documents) and their respective attorneys.

This LETTER OF INTENT may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an
original, but each counterpart shall together constitute one and the same
instrument.

[SIGNATURE PAGE TO FOLLOW]

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Letter of Intent Green Equity and Holdings Energy 




LETTER OF INTENT

IN WITNESS WHEREOF, we, the undersigned have read and do
understand the meaning of the foregoing LETTER OF INTENT.

Green Equity Holdings, Inc.

	By 	/s/ Raimundo Dias	 
	Raimundo Dias, CEO, President and
      Sole Director 	 
	 	  	 
	 	  	 
	Holdings Energy, Inc. 	 
	 	  	 
	 	  	 
	By 	/s/ Lynn Mack	 
	Lynn Mack President and Director
	 


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Letter of Intent Green Equity and Holdings Energy