Exhibit 10.1


     

    Exhibit
      10.1


    
       

       

      A-Z
        CONSULTING, INC. 

    

    


    PERSONAL
      AND CONFIDENTIAL

    


    Mr.
      Karol
      Kapinos, President

    Bluesky
      Systems, Corp.

    18
      Brookmont Drive

    Wilbraham,
      MA 01095

    


    Dear
      Mr.
      Kapinos:

    


    This
      letter agreement ("Agreement") confirms the terms and conditions of the
      exclusive engagement of A-Z Consulting, Inc. ("A-Z") by Bluesky Systems, Corp.
      (the "Entity") to render certain professional to the Entity: 

    


    1. Services.
      A-Z
      agrees to perform the following services:

    


    
      	(a)  	
              Consultation
                and review of a proposed 504 offering in
                Pennsylvania;

            


    

    


    
      	(b)  	
              Assist
                with the preparation of Form D, board resolutions, subscription agreements
                and accredited investor questionnaires pursuant to a private exempt
                offering under Regulation D;

            


    

    


    
      	(c)  	
              Assist
                with general corporate consulting through the term as discussed
                below;

            


    

    


    
      	(d)  	
              Perform
                such other services as the Entity and A-Z shall mutually agree to
                in
                writing.

            


    

    


    2. Fees.
      The
      Entity agrees to pay A-Z for its services with a financial advisory fee
      ("Advisory Fee") of 1,500,000 shares of free-trading common stock based on
      the
      proposed private placement memorandum offering price of $0.10 per share. The
      shares will be unlegended and will be issued in a private exempt offering
      pursuant to Regulation D, under Rule 504. A stock certificate will be delivered
      to us at the commencement of the engagement.

    


    3. Term.
      The
      term of this Agreement shall commence on October 4, 2004 and end 90 days from
      this time (the "Term"). This agreement may be terminated by the Entity with
      30
      days prior written notice to A-Z. If the Entity terminates this Agreement prior
      to the expiration of the Term, the Entity shall pay to A-Z all reasonable
      expenses incurred, in accordance with Paragraph 5 hereof. Any obligation
      pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8
      hereof, shall survive the termination or expiration of this
      Agreement.

    


    4. Expenses.
      The
      Entity agrees to reimburse A-Z for all of its reasonable out-of-pocket fees,
      expenses and costs (including, but not limited to, legal, accounting, travel,
      accommodations, telephone, computer, courier and supplies) in connection with
      the performance of its services under this Agreement, upon
      prior written approval.
      All
      such fees, expenses and costs will be billed at any time by A-Z and are payable
      by the Entity when invoiced. Upon expiration of the Agreement any unreimbursed
      fees and expenses will be immediately due and payable. 

     

    5. Indemnification.
      In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, the Entity agrees to indemnify A-Z and its affiliates with regard
      to
      the matters contemplated herein, as set forth in Exhibit A, attached hereto,
      which is incorporated by reference as if fully set forth herein. 

    


    6. Matters
      Relating to Engagement.
      The
      Entity acknowledges that A-Z has been retained solely to provide the services
      set forth in this Agreement. In rendering such services, A-Z shall act as an
      independent contractor, and any duties of A-Z arising out of its engagement
      hereunder shall be owed solely to the Entity. The Entity further acknowledges
      that A-Z may perform certain of the services described herein through one or
      more of its affiliates.

     

    
      
        
        

      

      
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        The
      Entity
      acknowledges that A-Z is a consulting firm that is engaged in providing
      financial advisory services. The Entity acknowledges and agrees that in
      connection with the performance of A-Z's services hereunder (or any other
      services) that neither A-Z nor any of its employees will be providing the Entity
      with legal, tax or accounting advice or guidance (and no advice or guidance
      provided by A-Z or its employees to the Entity should be construed as such)
      and
      that neither A-Z nor its employees hold itself or themselves out to be advisors
      as to legal, tax, accounting or regulatory matters in any jurisdiction. The
      Entity shall consult with its own legal, tax, accounting and other advisors
      concerning all matters and advice rendered by A-Z to the Entity and the Entity
      shall be responsible for making its own independent investigation and appraisal
      of the risks, benefits and suitability of the advice and guidance given by
      A-Z
      to the Entity and the transactions contemplated by this Agreement. Neither
      A-Z
      nor its employees shall have any responsibility or liability whatsoever to
      the
      Entity or its affiliates with respect thereto.

     

        The
      Entity
      recognizes and confirms that in performing its duties pursuant to this
      Agreement, A-Z will be using and relying on data, material, and other
      information (the "Information") furnished by the Entity, a Strategic Partner
      or
      their respective employees and representatives. The Entity will cooperate with
      A-Z and will furnish A-Z with all Information concerning the Entity and any
      Transaction, Alternate Transaction or Financing which A-Z deems appropriate
      and
      will provide A-Z with access to the Entity's officers, directors, employees,
      independent accountants and legal counsel for the purpose of performing A-Z's
      obligations pursuant to this Agreement. The Entity hereby agrees and represents
      that all Information furnished to A-Z pursuant to this Agreement shall be
      accurate and complete in all material respects at the time provided, and that,
      if the Information becomes materially inaccurate, incomplete or misleading
      during the term of A-Z's engagement hereunder, the Entity shall promptly advise
      A-Z in writing. Accordingly, A-Z assumes no responsibility for the accuracy
      and
      completeness of the Information. In rendering its services, A-Z will be using
      and relying upon the Information without independent verification evaluation
      thereof. 

    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without regard to the conflict of laws provisions
      thereof.

    


    8. No
      Brokers.
      The
      Entity represents and warrants to A-Z that there are no brokers, representatives
      or other persons which have an interest in compensation due to A-Z from any
      services contemplated herein. 

    


    9.
      Authorization.
      The
      Entity and A-Z represent and warrant that each has all requisite power and
      authority, and all necessary authorizations, to enter into and carry out the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument to which it is a party or bound.

    


    10. Miscellaneous.
      This
      Agreement constitutes the entire understanding and agreement between the Entity
      and A-Z with respect to the subject matter hereof and supersedes all prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by both parties. This Agreement and all rights, liabilities
      and obligations hereunder shall be binding upon and insure to the benefit of
      each party’s successors but may not be assigned without the prior written
      approval of the other party. If any provision of this Agreement shall be held
      or
      made invalid by a statute, rule, regulation, decision of a tribunal or
      otherwise, the remainder of this Agreement shall not be affected thereby and,
      to
      this extent, the provisions of this Agreement shall be deemed to be severable.
      This Agreement may be executed in any number of counterparts, each of which,
      shall be deemed to be an original, but such counterparts shall, together,
      constitute only one instrument. The descriptive headings of the Paragraphs
      of
      this Agreement are inserted for convenience only, do not constitute a part
      of
      this Agreement and shall not affect in anyway the meaning or interpretation
      of
      this Agreement.

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to A-Z for execution, which
      shall constitute a binding agreement as of the date first above
      written.

    


    Thank
      you. We look forward to a mutually rewarding relationship.

    


    A-Z
      CONSULTING, INC.

    


    


    By:/s/
      Michael J.
      Bongiovanni          

    Name:
      Michael J. Bongiovanni, CPA

    Title:
      Chief Executive Officer

    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      OCTOBER 4, 2004:

    


    BLUESKY
      SYSTEMS, CORP.

    


    


    By:/s/
      Karol Kapinos

    Name:
      Karol Kapinos, President

     

    
      
        
        

      

      
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    EXHIBIT
      A: INDEMNIFICATION

    


    The
      Entity agrees to indemnify A-Z, its employees, directors, officers, agents,
      affiliates, and each person, if any, who controls it within the meaning of
      either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
      Securities Act of 1933 (each such person, including A-Z is referred to as
      "Indemnified Party") from and against any losses, claims, damages and
      liabilities, joint or several (including all legal or other expenses reasonably
      incurred by an Indemnified Party in connection with the preparation for or
      defense of any threatened or pending claim, action or proceeding, whether or
      not
      resulting in any liability) ("Damages"), to which such Indemnified Party, in
      connection with providing its services or arising out of its engagement
      hereunder, may become subject under any applicable Federal or state law or
      otherwise, including but not limited to liability or loss (i) caused by or
      arising out of an untrue statement or an alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact necessary in
      order
      to make a statement not misleading in light of the circumstances under which
      it
      was made, (ii) caused by or arising out of any act or failure to act, or (iii)
      arising out of A-Z's engagement or the rendering by any Indemnified Party of
      its
      services under this Agreement; provided, however, that the Entity will not
      be
      liable to the Indemnified Party hereunder to the extent that any Damages are
      found in a final non-appealable judgment by a court of competent jurisdiction
      to
      have resulted from the gross negligence or willful misconduct of the Indemnified
      Party seeking indemnification hereunder.

    


    These
      indemnification provisions shall be in addition to any liability which the
      Entity may otherwise have to any Indemnified Party.

    


    If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Entity shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Entity and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Entity and the
      Indemnified Party as well as any relevant equitable considerations.

    


    Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Entity in writing of the receipt or
      commencement thereof and the Entity shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party's
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Entity. In any event, the Indemnified Party shall have the
      right to retain counsel reasonably satisfactory to the Entity, at the Entity's
      sole expense, to represent it in any claim or action in respect of which
      indemnity may be sought and agrees to cooperate with the Entity and the Entity's
      counsel in the defense of such claim or action. In the event that the Entity
      does not promptly assume the defense of a claim or action, the Indemnified
      Party
      shall have the right to employ counsel to defend such claim or action. Any
      obligation pursuant to this Annex shall survive the termination or expiration
      of
      the Agreement.

    


    
      
        
        

      

      
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