January 29, 2015

Exhibit 10.1

January 29, 2015

Orbit Energy, Inc.
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx, CEO

Re: Orbit Energy Charlotte, LLC

Dear Anwar:

Reference is made to that Amended and Restated Orbit Energy Charlotte, LLC Purchase Agreement dated November 19, 2014 (the “Amended SPA”) between Bluesphere Corporation, a company organized and existing under the laws of the State of Nevada (“BSC”) and Orbit Energy Inc., a company organized and existing under the laws of the State of North Carolina (“Orbit”).

Notwithstanding the fact that the transactions contemplated by the Amended SPA have been restructured and that a new agreement replacing the Amended SPA will be executed by Orbit, BSC and a certain third-party (the “New SPA”), we hereby confirm and agree that except for the payment of the Development Fee, which, pursuant to the New SPA, will be paid by a third-party, our obligations to and/or to the benefit of Orbit in Sections 2.1, 2.4, 4.1 and 4.3 of the Amended SPA remain in full force and effect, but subject, in each case, to the terms and conditions applicable to such obligations in the Amended SPA (the “Terms and Conditions”).

By counter-signing below, you hereby agree to sign the New SPA in a timely manner and confirm and agree that the Terms and Conditions remain in full force and effect.

Yours truly,

Bluesphere Corporation

By: Xxxxxx Xxxxx

Title: CEO

Agreed and accepted:

Orbit Energy Inc.

By: Xxxxx Xxxxxxx

Title: CEO

00 Xxxxx Xx. Xxxx Xxxxxx, Xxxxxx 00000 | Tel: x000-0-0000000, Fax: x000-0-0000000

London Office: Xxxx Xxxx 000 Xx. Xxxxx Xxxxxx, XX0X 0XX XX | Tel: x00-000-00000000

xxx.xxxxxxxxxxxxxxxxxxx.xxx