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






LETTER OF INTENT 

ACQUISITION OF THE ASSETS OF HOLDINGS ENERGY,
INC. 

This Letter of Intent (“LOI”), is entered into on the
1st day of May 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”); and Holdings Energy, Inc., a Florida Corporation with offices at 324
Datura Street, Suite 150 West Palm Beach, Florida 33401(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”) under the
stock symbol “CXTO” and is compliant with the Securities and Exchange Commission
(“SEC”). GEH has One Hundred Six Million Seven Hundred Twenty-Two Thousand Two
Hundred Ten (106,722,210) shares of common stock issued and outstanding prior to
its reverse split and will have approximately Five Hundred Thirty-Three Thousand
Six Hundred Eleven (533,611) shares of common stock issued and outstanding after
its reverse split; 

WHEREAS, Holdings Energy through its subsidiary,
EliteLED Solutions, Inc., is a full service LED Lighting Systems provider formed
in September 2011 to capitalize on the growing need for efficient, inexpensive
LED lighting. Holdings Energy has provided unaudited financial information to
GEH;

WHEREAS, GEH desires to acquire all or substantially all
of the assets of Holdings Energy and an amount of disclosed fixed liabilities
(the “Assets”) solely in exchange for Forty Million (40,000,000) shares of
restricted stock of GEH; and

WHEREAS, Holdings Energy represents that under Florida
Law, a majority of its Board of Directors and Shareholders approved the
execution of this Letter of Intent for the sale of the Assets; and 

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

	1. 	
      GEH proposes the following terms be developed into an
      Asset Purchase Agreement:

	 	 	 
		a. 	
      GEH and Holdings Energy will enter into an Asset Purchase
      Agreement (the “Agreement”) whereby GEH will acquire the Assets of
      Holdings Energy in a stock-for- assets exchange. Prior to the Acquisition
      of the Assets, 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 Forty Million (40,000,000) shares of its
      restricted common stock to Holdings Energy (the “Closing”).




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	Letter of Intent GEH and Holdings Energy
     	____________ 






LETTER OF INTENT 

	 	b. 	
      At the time of Closing, GEH will continue to be fully
      compliant and current with all SEC filings.

	 	 	 
	 	c. 	
      Commencing upon the execution of this Letter of Intent,
      GEH will have Ten (10) days to complete its due diligence to acquire the
      Assets.

	 	 	 
	 	d. 	
      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, distributor/representative
      agreements, debentures, employment contracts and any other documents
      pertinent to the acquisition of the Assets 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 the Assets of Holdings Energy
      by GEH, and that any GEH stock issued 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. 	
      GEH will cancel or have caused to be canceled any
      warrants and options prior to closing.

	 	 
	4. 	
      From the date of this Letter of Intent until the earlier
      to occur of: (i) the date upon which the proposed Closing 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.

	 	 
	5. 	
      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.




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	Letter of Intent GEH and Holdings Energy
     	____________ 






LETTER OF INTENT 

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 GEH and Holdings Energy
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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 GEH and Holdings Energy
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