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NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE VOTING COMMON
  STOCK INTO WHICH IT IS CONVERTIBLE HAS BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT
  BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE
  LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT
  AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
  SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

$39,800.00
    September 1, 2010


FOR VALUE RECEIVED, the sufficiency
  of which is hereby acknowledged, the undersigned, GREEN EQUITY HOLDINGS,
  INC.,a Nevada corporation (the "Maker"), promises to pay to the
  order of OTC CAPITAL PARTNERS, LLCor its successors or assigns (the
  "Holder"), the principal sum of in immediately available funds, the total
  principal sum of THIRTY NINE THOUSAND EIGHT HURNDERD DOLLARS ($39,800.00),
  in accordance with the terms of this Demand Convertible Promissory Note (thisNote).

1.       DEMANDLOAN.At such times as the Company and Holder shall agree, and in amounts as the
  Company and Holder shall agree, Holder will loan the Company $39,800.00 for
  its operational needs. Each such loan by the Holder to the Company shall be
  referred to as a LoanAdvance. The date and amount of each Loan Advance,
  and the total of all Loan Advances, will be recorded and updated on ExhibitA, which is attached hereto and incorporated herein with the first
  advance(s), in an initial amounts to be determined, scheduled to b emade on
  or before December 31st, 2010.

2.    PAYMENT OF PRINCIPAL:
  The outstanding principal balance of this Note shall be due upon demand. All
  payments hereunder shall be made at the principal residence of the Holder, or
  such other place as the Holder may from time to time designate in writing.

3.      CONVERSION:Beginning
  ninety (90) days after the date set forth above and continuing until the Convertible
  Promissory Note(the Note) has been paid in full, Holder has
  the right to convert all amounts then due under the Note at a conversion rate
  (Conversion Rate) that is a discount of zero percent (0%)
  to the lowest bid price during the prior ten (10) trading days.

4.      EVENTSOF
  DEFAULT: If one or more of the following described events shall have
  occurred and be continuing, then this Note shall be in default(each, a "Default"):

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3.1.    
   FailuretoPayThe Maker shall fail to pay the Principal
  balance of this Note or of Interest on this Note on or within five (5)days after
  the date upon which such payment becomes due; or

3.2.      BankruptcyThe Maker shall be adjudicated as bankrupt or insolvent, or admit in writing
its inability to pay its debts as they mature, or make an assignment for the
benefit of creditors; or the Maker shall apply for or consent to the appointment
of a receiver, trustee, or similar officer for it or for all or any substantial
part of its property; or such receiver, trustee or similar officer shall be
appointed without the application or consent of the Maker and such appointment
shall continue undischarged for a period of sixty (60) days; or the Maker shall
institute (by petition, application, answer, consent or otherwise)any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
dissolution, liquidation or similar proceeding relating to it under the laws of
any jurisdiction; or any such proceeding shall be instituted(by petition,
application or otherwise) against the Maker and shall remain undismissed for a
period of sixty (60) days; or any judgment, writ, warrant of attachment or
execution or similar process shall be issued or levied against a substantial
part of the property of the Maker and such judgment, writ, or similar process
shall not be released, vacated or fully bonded within sixty (60) days after its
issue or levy.

5.      DEFAULTREMEDIES:
  Upon the occurrence of a Default, the entire unpaid Principal, together with
  accrued and unpaid Interest, shall be forth with due and payable without notice
  or demand.

6.      PREPAYMENT: This Note
may be prepaid in whole or inpart without penalty.

7.      WAIVEROFNOTICE,ETC:
  The Maker waives demand, presentment, protest, dishonor and notice of maturity,non
  payment or protest and all other requirements to hold the Maker liable.

8.      BUSINESSDAYS:
  If a payment of Principal or Interest on this Note becomes due on a Saturday,
  Sunday or other legal holiday on which state or federal banks in the State of
  Florida are closed, then the due date shall be extended to the next succeeding
  business day.

9.       AMENDMENT;WAIVER:
  This Note may not be amended, extended, renewed or modified nor shall any waiver
  of any provision here of be effective, except by an instrument in writing executed
  by the Holder or his authorized representative.

10.    GOVERNINGLAW: This Note
  shall be construed, interpreted, enforced and governed by and in accordance
  with the laws of the State of Florida (excluding the principles thereof governing
  conflicts of law), with exclusive jurisdiction and venue in the federal and
  state courts of Palm Beach County, Florida.

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|HOLDER:                   |                 | THE MAKER:                 
|------------------------- | --------------- | ---------------------------
|                          |                 |                            
|OTC Capital Partners, LLC |                 | Green Equity Holdings, Inc.
|                          |                 |                            
|By:                       |                 |                            
|Name:                     | Adi Elfenbein   |                            
|Title:                    | Managing Member |                            

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