Unassociated Document


     

    
      Exhibit
        10.1

      


      AGREEMENT

      


      This
        Agreement is made and entered into as of October 30, 2007, in Charlotte,
        North
        Carolina, between and among Linda W. McLemore, Christine McLemore Carriker,
        Elizabeth McLemore, the estate of Robert V. McLemore, AFF, Inc., a North
        Carolina corporation and the Robert V. McLemore Family Revocable Trust (all
        of
        the foregoing hereinafter referred to as the “McLemore Family Members”), and
        HouseRaising, Inc., a North Carolina corporation (“HRI”).

      


      NOW,
        THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL AGREEMENTS, THE
        PARTIES HERETO AGREE AS FOLLOWS:

      


      1.    HRI
        will
        purchase the following shares of common stock of the McLemore Family Members
        set
        forth opposite their names at a purchase price of one cent ($.01) per
        share:

      


      
        	
                Linda
                  McLemore

              	 	
                6,197,306

              	 
	
                AFF,
                  Inc.

              	 	
                980,000

              	 
	
                Robert
                  V. McLemore Family Revocable Trust

              	 	
                6,704,040

              	 
	
                Estate
                  of Robert V. McLemore

              	 	
                11,895,940

              	 
	 	 	
                25,777,286

              	 


      

      


      These
        shares are registered in the above names on the books of the transfer agent
        as
        of the close of business on October 31, 2007.

      


      2.    The
        shares
        purchased by HRI shall be retired and put back into the Company’s
        treasury.

      


      3.    Upon
        receipt
        of the payment the McLemore Family Members will deliver all stock certificates
        in question to HRI, endorsed in blank accompanied by a medallion guarantee.
        The
        total number of shares subject to this agreement are twenty-five million
        seven
        hundred seventy seven thousand two hundred eighty six (25,777,286)
        shares.

      


      4.    All
        parties
        will sign any and all documents necessary to complete the transfer and the
        transfer will take place as soon as possible. The parties recognize that
        time is
        of the essence.

      


      5.    The
        payment
        for the stock in question will be made to the person or entity shown as the
        registered owner of any given certificate of shares.

      


      6.    HRI
        represents and warrants that it is an “accredited investor” as such term is
        defined under the Securities Act of 1933, as amended.

      


      7.    This
        Agreement represents the entire agreement with respect to the matters covered
        hereby. In addition, this Agreement shall be construed by and be governed
        by the
        laws of the State of North Carolina. Finally, this Agreement may be executed
        in
        counterparts, and when the counterparts are joined it shall constitute one
        and
        the same instrument.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      Page
        2 of
        the McLemore - HRI Stock Sale Agreement


      


      In
        Witness Whereof, the Parties Have Signed this Agreement under Seal as of
        the
        Date First Written Above.

       

      
        	 	 	 	 
	/s/ Linda
                W. McLemore	 	 	/s/ David
                Ervin
	
                
Linda
                W. McLemore	 	 	
                
David
                Ervin
	 	 	 	
                Trustee
                  of the Robert V. McLemore

                
                  Family
                    Revocable Trust

                

              
	/s/ Elizabeth McLemore 	 	 	 
	
                
Elizabeth
                McLemore	 	 	/s/ David
                Ervin
	 	 	 	
                
David
                Ervin
	
                /s/
                  Christine McLemore Carriker 

              	 	 	
                Co-Executor
                  of the estate of Robert V. McLemore

              
	
                

                Christine McLemore Carriker	 	 	 


      

       

       

      
        	HOUSERAISING, INC.	 	 	 
	 	 	 	 
	By 	/s/ Gregory J. Wessling	 	 	 
	Name:	
                
                  

                

                Gregory J. Wessling

              	 	 	 
	Title:	Chairman and CEO	 	 	 


      

      

        
           

          
            	AFF, Inc., a North
                    Carolina
                    corporation.	 	 	 
	 	 	 	 
	By 	/s/ Elizabeth McLemore	 	 	 
	 	
                    
                      

                    

                    Elizabeth McLemore

                  	 	 	 
	 	 	 	 	 
	By	/s/ Christine McLemore
                    Carriker 	 	 	 
	 	
                    
                      

                    

                    Christine McLemore Carriker

                  	 	 	 
	 	 	 	 	 
	By 	/s/ Linda W.
                    McLemore	 	 	 
	 	
                    
                      

                    

                    Linda W. McLemore