AGREEMENT AND GENERAL RELEASE

Exhibit 10(i)

This Agreement and General Release is made and entered into between GREEN ENDEAVORS, INC. (Green), on the one hand and AKRON ASSOCIATES, INC. (Akron) on the other hand. The above-named parties are referred to collectively hereinafter as  he Parties.

Whereas, certain obligations exist between the Parties;

Whereas, on January 15, 2010, March 16, 2010 and May 12, 2010, Green issued to Akron (by assignment/transfer from Diversified Holdings I, Inc.) on each date a separate 8% SERIES A SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE DEBENTURES, each due April 30, 2018 each in the face amount of $100,000, the “Debentures” for a total of $300,000 for the three debentures in total, each bearing interest at the rate of 8% from the date they were granted,

Whereas, the Parties now desire to resolve all claims, known and unknown, which may exist among them relating to, or arising out of, the Debenture.

Now therefore, in consideration of the above premises and the following covenants, it is hereby agreed as follows:

 

2)     Green will issue 113,469 (One Thirteen Thousand Four Hundred Sixty Nine) shares of its Series B Preferred Stock to Akron (the Settlement Shares).  These shares would be delivered to Akron upon the final execution of this Agreement by both parties.

3)     The parties hereby agree and stipulation that it is their intention that the Settlement Shares are to be treated as part of the settlement of the obligation due to Akron under the terms of the Debentures and that Green’s obligation to satisfy that debt has existed since the creation of the Debentures on January 16, 2010, March 16, 2010 and May 12, 2010 and that any calculation of the period during which Akron has been at risk shall begin as of the latest of these dates.

4)     Akorn hereby agrees that conversion of the Settlement Shares into common stock of Green shall be done such that any conversion does not result in the issuance of more than 4.9% of the issued and outstanding shares of common stock of Green in any single issuance and that Akron shall if requested certify that it is not a holder of common stock at the time of any requested conversion such that the conversion would make it a holder of more than 4.9% of Green’s issued and outstanding shares of common stock.

5)     The respective Parties have agreed to jointly draft and execute this Settlement Agreement and General Release, and after the language is finalized, to provide the other with a copy of the executed signature page with all due expediency.

6)     The Parties agree that payment made in the form of items 1 through 5 of this agreement by Green shall constitute full and complete settlement of all claims and obligations arising from, or related to the Debentures.                .

7)     Each party agrees for itself, its predecessors, successors, and assigns, to fully and unconditionally release and forever discharge the other party, including each party  successors, assigns, subsidiaries, affiliates, transferees, attorneys, representatives, agents, officers, directors, employees, insurers, and reinsurers, past, present, and future, from and on account of any and all claims, demands, actions, causes of action, or charges of any nature or kind whatsoever against the other party, whether known or unknown, asserted or unasserted, choate or inchoate, related to or arising out of the Debenture in any nature.

11.	This Agreement shall be binding on and inure to the benefit of the Parties hereto, their heirs, executors, administrators, successors-in-interest, and assigns.

Therefore, the signatures below constitute an express of the Parties, and each of them, that this Agreement is agreed to and binding as of the date of execution: