Exhibit
      10.1

    


    PROMISSORY
      NOTE AND FOREBEARANCE AGREEMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned promises to pay to Gregory J. Wessling (hereinafter
      “Wessling”), the principal sum of Sixteen Thousand Three Hundred Dollars
      ($16,300.00) with interest from the date hereof at the rate hereinafter set
      forth on the unpaid principal balance until paid or until default, both
      principal and interest payable in lawful money of the United States at address
      on file for Wessling, or at such other place as the legal holder hereof may
      designate in writing, as follows:

    


    Interest
      at the rate of Eight Percent (8%)
      shall
      accrue per annum. The principal shall be due and payable on demand, the
      foregoing notwithstanding, the principal shall be paid in full no later than
      one
      (1) year from the date of this Promissory Note and Forbearance Agreement. The
      accrued interest shall be due and payable yearly on the anniversary dates of
      this Promissory Note and Forbearance Agreement.


    In
      addition, Wessling has previously executed a Personal Guarantee in favor of
      Wachovia Bank, N.A. (herein after Wachovia) with regard to indebtedness owed
      by
      the undersigned to Wachovia.  Wachovia contends that the Guarantee
      obligates Wessling up to an amount of $6,625,000.  Wessling contends that
      the amount of the Guarantee should be no more than one half of a total debt
      of
      eight million dollars.  At the inducement of the undersigned, Wessling
      agrees that he will not contest the claim by Wachovia that he has guaranteed
      $6,000,000 (he reserves the right to contest that he guaranteed
      $6,625,000).  In exchange for Wessling’s agreement to not contest the
      amount of the Guaranty up to $6,000,000, the undersigned agrees that it shall
      be
      obligated to Wessling, upon demand, for any amounts above $4,000,000 he has
      to
      pay to Wachovia under the Personal Guaranty. The undersigned further agrees
      to reimburse Wessling for any additional fees to Wachovia Bank, N.A. occurring
      from this transaction. A failure to honor said demand shall constitute an event
      of default under the terms of the Security Agreement and a Collateral Assignment
      Agreement of even date herewith.

    


    This
      Promissory Note and Forbearance Agreement may be prepaid, in whole or in part,
      at any time without penalty.

    


    This
      Promissory Note and Forbearance Agreement is secured by a Security Agreement
      and
      a Collateral Assignment Agreement of even date herewith.

    


    In
      the
      event of (a) default in the payment of any installment of principal or interest
      hereof as the same becomes due and such default is not cured within ten (10)
      days after written notice to maker, or (b) if a petition in bankruptcy shall
      be
      filed by or against the maker, or any endorser or guarantor of this Promissory
      Note and Forbearance Agreement, which petition is not dismissed within thirty
      (30) days, or (c) if the maker shall become insolvent, or (d) if a receiver
      is
      appointed for the benefit of the creditors of the maker or any endorser or
      guarantor, or (e) if a corporate maker shall dissolve or terminate its
      existence, then and in any such event, each of which is deemed an event of
      default, the holder may, without notice, declare the remainder of the principal
      sum, together with all interest accrued thereon at once due and payable. Failure
      to exercise this option shall not constitute a waiver of the right to exercise
      the same upon any subsequent event of default. The unpaid principal of this
      Promissory Note and Forbearance Agreement and any part thereof, accrued
      interest, and all other sums due under this Promissory Note and Forbearance
      Agreement, shall bear interest at a rate of Eight Percent (8%) per annum after
      default until paid.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    All
      persons bound on this obligation, whether primarily or secondarily liable as
      principals, sureties, guarantors, endorsers, or otherwise, hereby waive
      presentment, protest, notice of dishonor and acceleration of maturity, and
      any
      right to require the owner and holder of this Promissory Note and Forbearance
      Agreement or any other liabilities, and agree that any extension of time for
      payment with or without notice shall not affect their joint and several
      liabilities.

    


    Upon
      default, the holder of this Promissory Note and Forbearance Agreement may employ
      an attorney to enforce the holder's rights and remedies and the maker,
      principal, surety, guarantor, and endorsers of this Promissory Note and
      Forbearance Agreement hereby agree to pay to the holder reasonable attorneys'
      fees not exceeding a sum equal to Eight Percent (8%) of the outstanding balance
      owing on said Promissory Note and Forbearance Agreement, plus all other
      reasonable expenses incurred by the holder in exercising any of the holder's
      rights and remedies upon default. The rights and remedies of the holder as
      provided in this Promissory Note and Forbearance Agreement and any instrument
      securing this Promissory Note and Forbearance Agreement shall be cumulative
      and
      may be pursued singly, successively, or together against any property or
      security held by the holder for payment or security in the sole discretion
      of
      the holder. The failure to exercise any such right or remedy shall not be a
      waiver or release of such rights or remedies or the right to exercise any of
      them at another time.

    


    This
      Promissory Note and Forbearance Agreement shall be governed by and construed
      in
      accordance with the laws of the State of North Carolina.

    


    IN
      WITNESS WHEREOF, the undersigned has affirmed this debt all effective as of
      this
      date and has caused this Promissory Note and Forbearance Agreement to be
      executed in its name by its Chief Financial Officer, all by order of its Board
      of Directors first duly given, this the 23rd
      day of
      January, 2008.

    


    
      	
              HouseRaising,
                Inc.

            
	 	 
	
              BY:

            	
                 
                /s/ Richard A. von Gnechten

            
	
              Richard
                A. von Gnechten, Chief Financial Officer

            
	 	 


    

     

    
      
        
        

      

      
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