Letter of Intent entered into by and between Green Equity Holdings, Inc., and Holdings Energy, Inc., dated May 1, 2012

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

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”).

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

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

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.

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.

GEH will cancel or have caused to be canceled any warrants and options prior to closing.

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.

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.