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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

|$20,000.00 | October 7, 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 EMPIRE LIMITED PARTNERSHIPor its successors or assigns (the "Holder"), the principal sum of in
immediately available funds, the total principal sum of TWENTY THOUSAND
DOLLARS ($20,000.00), in accordance with the terms of this Demand
Convertible Promissory Note (this Note).

1.      DEMAND LOAN. 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 $20,000.00 for its operational
needs. Each such loan by the Holder to the Company shall be referred to as a
Loan Advance. The date and amount of each Loan Advance, and the total of all
Loan Advances, will be recorded and updated on Exhibit A, which is
attached hereto and incorporated herein with the first advance (s), in an
initial amounts to be determined, scheduled to be made 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.      EVENTS OF 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.      Failure
to PayThe 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.      DEFAULT REMEDIES: Upon
the occurrence of a Default, the entire unpaid Principal, together with accrued
and unpaid Interest, shall be forthwith due and payable without notice or
demand.

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

7.      WAIVER OF NOTICE, 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.      BUSINESS DAYS: 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 hereof be effective, except by an instrument in writing executed
by the Holder or his authorized representative.

10.    GOVERNING LAW: 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:                 
|-------------------------- | --------------- | ---------------------------
|                           |                 |                            
|Empire Limited Partnership |                 | Green Equity Holdings, Inc.
|                           |                 |                            
|By:                        |                 |                            
|Name:                      | Dennis Mancino  |                            
|Title:                     | General Partner |                            

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