Green Equity Holdings, Inc. - Exhibit 10.44 - Filed by newsfilecorp.com






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 

	$32,797.60 	December 01, 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 FUSION CAPITAL INVESTMENTS,
CORP or its successors or assigns (the "Holder"), the principal sum
of in immediately available funds, the total principal sum of THIRTY TWO
THOUSAND SEVEN HURNDERD NINETY SEVEN DOLLARS AND SIXTY CENTS ($32,797.60),
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 $32,797.60 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"): 

          3.1.      Failure
to Pay The 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.     
Bankruptcy The 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. 





	HOLDER: 	 	THE MAKER: 
	  		 	  	
	Fusion Capital Investments, Corp 	 	Green Equity Holdings, Inc. 
	  	 	 	  	
	By: 	  	 	By: 	  
	Name: 	Raimundo Dias 	 	Name: 	Raimundo Dias 
	Title: 	Managing Member 	 	Title: 	President