UNITED STATES








CONVERTIBLE
NOTE


          This
Note (the "Note") by and between Green Endeavors Inc. and Landis Experience
Center LLC, (hereinafter jointly referred to as the "Company") Green Endeavors,
Inc. is a company duly organized and existing under the laws of the State of
Utah and Landis Experience Center LLC is a limited liability company
duly organized and existing under the laws of the State of Utah, and William and Nina Wolfson, a married couple resident in
Florida (hereinafter jointly referred to as the "Note Holder") and is entered
into this 27th day of February, 2012:


WITNESSETH


          WHEREAS,
Note Holder advanced funds to Company in the sum of Fifty Thousand Dollars
($50,000.00) (the "Amount Advanced") on or before February 27, 2012, which
advance is evidenced by this Convertible Note; and


          NOW
THEREFORE, in consideration of the mutual covenants and conditions contained in
this Note, the parties agree, represent and warrant as follows:


          1.
Issuance of the Convertible Note:


	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  By this Note and in exchange
  for funds advanced on or before February 27, 2012, the Company issues
  this Convertible Note, in the sum of Fifty Thousand Dollars ($50,000.00),
  dated February 27, 2012. Note Holder is entitled to interest at the rate of
  eleven percent (11%) per annum.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  As described and in accordance with paragraph 5
  hereof, at the Note Holder's option on the date of conversion, all or any
  part of the Note may be converted into the common stock of Green Endeavors,
  Inc. ("Stock") at the conversion rate specified herein. Upon execution of
  this Note the Company agrees to authorize the issuance of and reserves for
  issuance the number of additional shares of common
  stock as may from time to time be the maximum number required for issuance
  upon conversion of the Note pursuant to the conversion option hereinafter
  granted.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  The Company shall be liable
  for equal monthly payments under the Note in the amount of $1,292.28 to
  include interest and principle, the first payment shall be due on
  April 2, 2012 and subsequent payments are due on the 2nd day of
  each month. The entire Note, including
  accrued and unpaid interest thereon, shall be due and payable, unless earlier
  converted into the Company's Stock as provided for herein, forty eight (48)
  months from the date of this Note.

  



          2.
Representations and Warranties by
the Company


	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Green Endeavors Inc. is a corporation duly organized
  and existing and in good standing under
  the laws of the State of Utah and has the corporate power to won its own
  property and to carry on business as it is now being conducted.

  






















  







	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  The Company has on its
  corporate records the lists of its shareholders, which set forth all
  the issued and outstanding capital stock of the Company as of the date
  hereof. The Company's Transfer Agent maintains such lists.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  There is no action or proceeding pending or
  threatened against the Company before any court or administrative agency, the
  determination of which might result in
  any material adverse change in the business of the Company, which has not
  been disclosed to the Note Holder.

  
	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  The Company has title to the respective properties
  and assets including the properties and
  assets reflected on all financial statements of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Other than as previously
  disclosed to the Note Holder, the Company is not a party to any
  contract or agreement or subject to any restriction which materially and
  adversely affects its business, property, assets, or financial condition and
  neither the execution or delivery of this Note, nor the confirmation of the
  transaction contemplated herein, nor the fulfillment of the terms hereof, nor
  the compliance with the terms and provisions hereof and of the Note, will
  conflict with or result in the breach of the terms, conditions or provisions
  or constitute a default under the Articles of the Company or of any agreement
  or instrument to which the Company is now a party.

  
	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  The Company has not declared,
  set aside, paid or made any dividend or other distribution with respect to
  its capital stock and has not made or caused to be made directly or
  indirectly, any payment or other distribution of any nature whatsoever to the
  Note Holder of its capital stock.

  
	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  There are no outstanding
  options or rights to purchase Shares of the Company and no outstanding
  securities with the right of conversion into Shares of the Company, except
  as previously disclosed to Note Holder. The Company owns or possesses adequate licenses or other rights to use, all
  patents, trademarks, trade names, trade secrets, and copyrights used
  in its business. No one has asserted to the Company that its operations
  infringe on the patents, recovery claims, trademarks, trade secrets or other rights used in the operation
  of the Company business.

  
	
   

  	
   

  	
   

  
	
   

  	
  H.

  	
  Neither the Company nor any agent or employee acting
  in its behalf has offered the Note or the
  Stock or any portion thereof for sale to or solicited in any offer to buy
  the same from the Company and neither the Company nor any agent or employee
  acting in its behalf will sell or offer for sale the Note or Stock or any portions thereof to or solicit any offer to buy
  the Note or Stock from anyone so as to bring the issuance or sale
  thereof to within the provisions of Section 5 of the Securities Act of 1933
  or to violate the provisions thereof.

  



          3.
Representations and Warranties by the Note Holder


	
   

  	
   

  	
   

  
	
   

  	
  The Note Holder represents and
  warrants that:

  






















  







	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  The Note Holder has tendered the Fifty Thousand
  dollars (%50,000.00) to the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  The Note Holder is a married couple residing in the
  state of Florida, William and Nina Wolfson.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Prepayment of the Convertible
  Note

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company shall have the right to make prepayments on
  principal of the Note at any time, prior to any conversion of the Note into
  Stock. Such prepayment shall be accompanied
  by a payment of all accrued interest as of the date of payment. There shall
  be no premium for the amount so prepaid.

  



          5.
Conversion


	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Note Holder may convert the Note in whole or in part
  into as many fully paid and nonassessable Shares of the common stock of Green
  Endeavors, Inc. ("Green") as the principal amount of the Note so converted
  allows by the terms hereof, so long as
  such conversion does not result in Note Holder then holding in excess of 5%
  of the issued and outstanding shares of Green's common stock and
  therefore the maximum number of shares that the Note Holder may receive in
  any conversion shall be equal to or less than 5% of the issued and
  outstanding shares of Green's common stock,
  when aggregated with any other common stock held by the Note Holder.
  The conversion price shall be fifty percent (50%) of the bid price on the
  date of conversion. In order to exercise the right of conversion, Note Holder
  shall provide a written notice of conversion specifying the amount of the
  Note to be converted. If any of the Note shall be converted in part, the
  Company may, at its option and without charge to the Note Holder, either (i)
  execute and deliver to the Note Holder a new note for the balance of the
  principal amount that remains unconverted,
  or (ii) make a notation on the Note of the amount converted.

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Upon conversion of any of the Note, all accrued and
  unpaid interest on the principal amount
  shall be paid to the Note Holder by the Company, either in cash or Stock,
  unless such interest is waived by the Note Holder.

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  In the event that Green shall at any time divide its
  outstanding shares of common stock into a
  greater number of shares, the conversion price in effect immediately prior to
  such subdivision shall be proportionately reduced, and conversely, in the case
  of outstanding shares of common stock of Green shall be combined into a smaller number of shares, the actual conversion
  price in effect immediately prior to such combination shall be
  proportionatey increased.

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  No fractional share of Stock shall be issued upon
  conversion of any of the Note. If the Note Holder shall have converted all of
  the Note held by it other than a principal
  amount so small that less than a whole share of Stock would be available for
  issuance upon conversion thereof, the Company may elect to prepay such
  balance, with interest accrued thereon to the date fixed for payment, or
  leave the same outstanding until the maturity of the Note.

  






















  







	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  In any reclassification or change of outstanding
  shares of common stock available for issue upon conversion of the Note (other
  than a change in stated value or from no par to a stated par value) or in the
  case of any consolidation or merger of Green
  with any other company, or in the case of the sale and conveyance to another
  corporation or person of the property of Green in its entirety or substantially
  as an entirety, Green shall, as a condition precedent to such transaction,
  cause effective provisions to be made that the Note Holder of the Note shall
  have the right thereafter to convert the Note into the kind and amount of shares of Stock and other securities and
  property receivable upon such reclassification, change, consolidation,
  merger, sale or conveyance by the Note Holder of the number of shares of
  common stock of Green into which the Note might
  have been converted immediately prior to such reclassification, change, consolidation,
  merger, sale or conveyance.

  



          6.
Covenants


	
   

  	
   

  
	
   

  	
  The Company covenants that, so
  long as the Note is outstanding, it will permit the Note Holder to visit and
  inspect, at the Note Holders expense, any of the property of the Company,
  including its books and records, and to discuss the affairs, finances and accounts
  of the Company with its officers.

  



          7.
Event of Default


	
   

  	
   

  
	
   

  	
  The breach of any of the
  events or conditions contained in this Note may constitute an event of
  default under this Note. Payments due under the terms hereof shall not be
  considered past due for a period of 10 days after the due date. The Note
  Holder may give written notice of such
  breach and if the Company shall within thirty (30) days after receipt
  of such written notice have failed to correct such occurrence of condition,
  then the Note Holder may call the Note due in its entirety and may otherwise
  avail itself of all legal remedies available.

  



          8.
Miscellaneous


	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Any and all notices, approvals
  or other communications to be sent to the parties shall be deemed validly and
  properly given if made in writing and delivered by hand or by registered or
  certified mail, return receipt requested, and addressed to the Company
  at its principal office or to the Note Holder of the Note at the addresses
  given to the Company by the Note Holder.

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  This Note may not be modified,
  amended or terminated except by written agreement executed by the
  parties hereto.

  






















  







	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  The waiver of any breach or
  default hereunder shall not be considered valid unless in writing and
  signed by the party giving such notice and no waiver shall be deemed a waiver of any subsequent breach or
  default of the Note.

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  The paragraph headings contained herein are for the
  purpose of convenience only and are not
  intended to define or limit the contents of the Note.

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  The validity, construction, interpretation and
  enforceability of this Note shall be determined and governed by the laws of
  the State of Utah.

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  This Note and its provisions shall be binding upon
  and inure to the benefit of the parties and their successors and assigns.

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  This Note may be executed in one or more
  counterparts, each which shall be deemed
  an original. Electronic and fax signatures shall be treated as originals.' h.
  This Note constitutes the entire agreement between the parties, and any prior
  agreements, written or oral, are hereby merged into this Note, and the only enforceable
  terms and agreement between the parties are the terms set forth in this Note.

  



IN WITNESS WHEREOF, the makers Green Endeavors Inc.
and Landis Experience Center LLC have executed this Convertible Note as of the
date first written above.


GREEN ENDEAVORS
INC.


	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  Richard Surber, President and
  CEO

  	
   

  



Landis Experience center LLC


	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  Richard Surber, Manager

  	
   

  



          Payment of
the note to Holders hereof is personally guaranteed by Richard Surber in his
individual capacity.


	
   

  	
   

  	
   

  
	
   

  	
  

  	
   

  
	
  Richard Surber, Personally and as a guarantor of the
  payment of the note.