Exhibit 10.2


 


DEBT PURCHASE
AGREEMENT


 


 


This
Debt Purchase Agreement (this “Debt Purchase Agreement”) is made and entered into effective as of July 27, 2011
by and among Galileo Partners, LLC, a California limited liability company (“Assignee”), Greentree Financial Group
Inc., a Florida corporation (“Assignor”), and Bluesky Systems Holdings, Inc., a Nevada corporation (“Maker”).


 


WHEREAS,
the parties to this Debt Purchase Agreement desire that $15,000 in principal amount of that certain $90,000 principal amount Promissory
Note, dated July 12, 2011 (the “Promissory Note”), which Promissory Note was exchanged for a like principal amount
Promissory Note dated September 17, 2010 pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and was executed
between Assignor and Maker, to be sold and assigned from Assignor to Assignee.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:


 


1.                  
Transfer and Assignment. As permitted by Maker, Assignor hereby sells, assigns, transfers, and conveys unto Assignee
its partial rights and interests of $ 15,000 in principal of the Promissory Note in exchange for payments in the amount of $15,000
from the Assignee. The remaining rights and interests in the balance of the Promissory Note (if any) will remain with Assignor.


 


2.                  
Consideration. $15,000 plus other good and valuable consideration from Assignee to Assignor to be paid through escrow.


 


3.                  
Conversion. Notwithstanding anything in the Promissory Note to the contrary, conversion of the principal amount
of ($15,000) being assigned hereunder into shares of Maker’s common stock shall be in accordance with the formula contained
in the Promissory Note, provided that conversion of more than $5,000 of the Promissory Note in the aggregate shall
be subject to the approval of the Maker’s Board of Directors.


 


4.                  
Agreement to be Bound. Maker agrees to be bound by all the terms and conditions applicable to Assignor under the
Promissory Note.


 


5.                  
Entire Agreement. This Debt Purchase Agreement embodies the entire agreement between Assignor and Assignee and supersedes
any prior agreements, whether written or oral with respect to the subject matter hereof.


 


6.                  
Successors. This Debt Purchase Agreement shall be binding upon and shall inure to the benefit of each of the parties
to this Debt Purchase Agreement and each of their respective successors and assigns.


 


7.                  
Counterparts. This Debt Purchase Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.








IN
WITNESS WHEREOF, the parties hereto have caused this Debt Purchase Agreement to be duly executed and delivered as of the date
first written above.


	 	ASSIGNEE

         

	 	By:/s/
        Steve Antebi

        Name:Steve
        Antebi

        Title:Managing Member

         

	 	ASSIGNOR

         

	 	GREENTREE FINANCIAL GROUP,
        INC.

         




 


	 	By:/s/
        R. Chris Cottone 

        Name:R.
        Chris Cottone

        Title:Vice President

         




 


 



    	(1)



    	 



    






 


	ACCEPTED, ACKNOWLEDGED
        AND APPROVED:

         
	 
	MAKER

         
	 
	BLUESKY SYSTEMS CORP

         
	 
	 

        By:/s/
        Duane Bennett




        Name:Duane
        Bennett

        Title:President


 




        
	 


 























    	(2)



    	 



    






CONVERSION
NOTICE


Reference
is made to Convertible Promissory Note, dated July 12, 2011, in $90,000 original principal amount (the “Note”)
by and between Bluesky Systems Holdings, Inc. a Nevada corporation (“Debtor” or the “Company”) and Greentree
Financial Group, Inc. (“Assignor”), which was partially assigned to Galileo Partners, LLC as Assignee (“Assignee”)
in the amount of $15,000. In accordance with any pursuant to the terms of the Note, the undersigned elects to convert $15,000
principal amount of the Note into shares of common stock of the Company as specified below:


	Date of Conversion	 	_____________,
    2011
	Total
    Amount of Note to be converted	 	$_____________
	 	 	 
	Please confirm the following
    information:	 	 
	 	 	 
	Number of shares of Common Stock to be issued	 	 
	 	 	 
	Please issue Common Stock into which
    the $_________ principal amount of the Note is being converted as follows:
	 	 	 
	Issue
                                                          to: ________________________________
 ________________________________

                                                          ________________________________

         
	 	 


 


	 	Galileo
                                                                      Partners, LLC

         

         

	 	By:

        Name:Steve
        Antebi

        Title:President

         

         

	ACKNOWLEDGED
                                                          AND APPROVED:

         
	 
	BLUESKY
                                                          SYSTEMS CORP

         

         
	 
	By:

        Name:Duane
        Bennett

        Title:President