Exhibit
      10.3

     

    COLLATERAL
      ASSIGNMENT AGREEMENT

    


    This
      COLLATERAL ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as
      of
      this 23rd
      day of
      January, 2008, by and among HouseRaising, Inc., a North Carolina Corporation
      (the “Company" or “Assignor”), and Gregory J. Wessling, a resident of
      Mecklenburg County, North Carolina (the "Assignee").

    


    RECITALS

    


    A.
      Company owns the Intellectual Property known as System C which includes all
      components of a confidential and proprietary computerized management and
      operating system developed from Robert V. McLemore’s four decades of experiences
      gained from selling, designing and building 2,000 custom homes. This system
      utilizes cutting edge technology to develop a series of management processes
      based on time-proven old-world business techniques that has become HouseRaising.
      Through enhancements by the Company’s information technology team, hand-in-hand
      with Mr. McLemore and including the acquisition of LearnBytes, LLC, this
      software is changing the way custom homes are sold, designed and built. The
      Company’s Intellectual Property further includes all the plans, specification
      and design details previously contributed by Mr. McLemore, and which are subject
      to several patent-pending applications filed by Mr. McLemore and assigned over
      to the Company, including, without limitation, the mark “System C” and the URL
      HouseRaising.com and other URL’s owned by the Company related to the
      system.

    


    B.
      Company has executed a Promissory Note and Forbearance Agreement in favor of
      Assignee of even date herewith (the “Note”), in exchange for a security interest
      under North Carolina law in the Intellectual Property and related assets
      (collectively, the "Assigned Assets"). The Assigned Assets are more particularly
      described on Exhibit "A" hereto.

    


    C.
      The
      parties are executing this Agreement in order to memorialize their agreement
      regarding the foregoing.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the Recitals set forth above and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    I.
      COLLATERAL ASSIGNMENT.

    


    1.1
      Assignor hereby grants, sells, assigns, transfers and sets over unto Assignee,
      its successors and assigns, all right, title and interest in and to the Assigned
      Assets, including, without limitation any and all renewals and extensions
      thereof, as collateral security for the repayment in full of all obligations
      and
      indebtedness of Assignor to Assignee of every kind and nature under and pursuant
      to the Note. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.2
      Assignor shall take all steps necessary to perfect the security interest herein,
      including the registration of this assignment with the United States Patent
      and
      Trademark Office or with the appropriate UCC division of the Secretary of
      State.

    


    II.
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY.

    


    The
      Company hereby represents, warrants and covenants to the Assignee as
      follows:

    


    2.1
      ORGANIZATION. GOOD STANDING AND QUALIFICATION. The Company is a Corporation
      duly
      organized, validly existing and in good standing under the laws of the State
      of
      North Carolina.

    


    2.2
      CAPITALIZATION. The authorized capital of the Company consists of One Hundred
      Million (100,000,000) shares of common Stock, $.001 par value, and Ten Million
      (10,000,000) shares of preferred stock, $.001 par value.

    


    2.3
      AUTHORIZATION. All corporate action on the part of the Company,
      its officers, directors and shareholders necessary for the authorization,
      execution and delivery of this Agreement and the performance of all obligations
      of the Company hereunder has been or will be taken. This Agreement constitutes
      the valid and legally binding obligation of the Company, enforceable in
      accordance with its terms.

    


    III.
      MISCELLANEOUS

    


    3.1
      ENTIRE AGREEMENT. This Agreement and all other documents executed in connection
      with the consummation of the transactions contemplated herein contain the entire
      agreement among the parties with respect to these matters and supersede all
      prior agreements, written or oral, with respect thereto.

    


    3.2
      GOVERNING LAW. This Agreement shall be governed and construed in accordance
      with
      the laws of the State of North Carolina without regard to its conflict of law
      principles.

    


    3.3 BINDING
      EFFECT; NO ASSIGNMENT. This Agreement shall be binding upon and inure to the
      benefit of the parties and their respective successors and legal
      representatives. This Agreement is not assignable except by operation of
      law.

    


    3.4
      VARIATIONS IN PRONOUNS. All pronouns and variations thereof refer to the
      masculine, feminine or neuter, singular or plural, as the context may
      Require.

    


    3.5
      COUNTERPARTS. This Agreement may be executed by the parties hereto in separate
      counterparts, each of which when so executed and delivered shall be an original,
      but all such counterparts shall together constitute one and the same instrument.
      Each counterpart may consist of a number of copies hereof each signed by less
      than all, but together signed by all of the parties hereto.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    3.6
      HEADINGS. The headings in this Agreement are for reference only, and shall
      not
      affect the interpretation of this Agreement.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal as of
      the
      date first above written.

    


    
      	
              HOUSERAISING,
                INC. ("ASSIGNOR")

            
	 
	
              /s/
                Richard A. von Gnechten

            
	
              Richard
                A. von Gnechten, Chief Financial Officer

            
	 
	
              GREGORY
                J. WESSLING (“ASSIGNEE”)

            
	 
	
              /s/
                Gregory J. Wessling

            
	
              (In
                His Individual Capacity)

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    All
      Property and Equipment reflected on Balance Sheet of company, valued at $705,488
      as of 9/30/07 as further detailed below:

    

      HouseRaising,
        Inc.

      Property
        and Equipment

      As
        of
        9/30/07

    

     

    
      
        	 	 	
                2000

              	 	
                   2001   

              	 	
                2002

              	 	
                   2003   

              	 	
                2004

              	 	
                2005

              	 	
                2006

              	 	
                As of 9/30

                2007

              	 	
                Total

              	 
	
                Computer
                  Equipment 

              	 	 	
                28,402.90

              	 	 	 	 	 	
                7,278.11

              	 	 	 	 	 	 	 	 	
                14,027.93

              	 	 	
                9,242.86

              	 	 	
                7,585.56

              	 	 	
                66,537.36

              	 
	
                Software
                  

              	 	 	
                4,075.00

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                (84.89

              	) 	 	
                3,956.88

              	 	 	
                6,777.31

              	 	 	
                14,724.30

              	 
	
                Furniture
                  (Corp & HR-C) 

              	 	 	
                37,300.00

              	 	 	 	 	 	 	 	 	 	 	 	
                48,448.09

              	 	 	
                6,278.00

              	 	 	 	 	 	
                16,582.51

              	 	 	
                108,608.60

              	 
	
                Furniture
                  (HR-GC) 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                24,972.53

              	 	 	
                24,972.53

              	 
	
                Office
                  Equipment 

              	 	 	
                34,729.84

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                34,729.84

              	 
	
                Telephone
                  

              	 	 	
                3,709.95

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                3,709.95

              	 
	
                Asset
                  Purchase 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                11,488.11

              	 	 	
                167,225.71

              	 	 	 	 	 	
                5,389.76

              	 	 	
                184,103.58

              	 
	
                Design
                  Center (HR-C) 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                6,607.20

              	 	 	
                39,206.75

              	 	 	
                3439.09

              	 	 	
                49,253.04

              	 
	
                Design
                  Center (HR-GC) 

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                16,102.39

              	 	 	
                202,746.41

              	 	 	
                218,848.80

              	 
	 	 	 	
                108,217.69

              	 	 	
                -

              	 	 	
                7,278.11

              	 	 	
                -

              	 	 	
                59,936.20

              	 	 	
                194,053.95

              	 	 	
                68,508.88

              	 	 	
                267,493.17

              	 	 	
                705,488.00

              	 


      

    

     

    All
      Capitalized Software (also known as System-C) as reflected on Balance Sheet
      of
      company, valued at $14,577,344 as of 9/30/07, including related patents
      (including those noted below), trademarks/service markets (including those
      noted
      below) and all HRI Master Portfolio Plans of the company (approximately 1917
      hard copy and 696 electronic plan files) reflecting a total of approximately
      2613 total plans:

    


    U.S.
      PATENT APPLICATION – SERIAL NO.: 11/029,569 (FILED JANUARY 5,
      2005) 

     

    SYSTEM
      AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS,
      REFERENCE FILE #P/4267-2

     

    FORMAL
      DRAWINGS - SUBMITTED ON 2/27/2006

     

    PUBLISHED
      - JUNE 7, 2007 (ELECTRONIC PUBLICATION # US-2007-0129971-A1)

     

    INTERNATIONAL
      PATENT APPLICATION - SERIAL NO.: 11/029,569 (FILED JANUARY 17,
      2005)

     

    SYSTEM
      AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS
      -
      BASED ON US PATENT APPLICATION & SERIAL NO.: 11/029,569. REFERENCE FILE
      #P/4267-4

     

    UNITED
      STATES ART SEARCH REPORT

     

    INTERNATIONAL
      SEARCH REPORT 

     

    U.S.
      PATENT APPLICATION – SERIAL NO.: 60/734,234 (FILED NOVEMBER 7,
      2005)

     

    SYSTEM
      AND METHOD FOR AUTOMATED MANAGEMENT AND ON-LINE ACADEMIC INSTITUTION FOR CUSTOM
      HOME DESIGN AND BUILD PROJECTS

     

    STATUS:
      WRITTEN OPINION AND SEARCH REPORT FROM PCT INTERNATIONAL SEARCHING AUTHORITY
      AT
      10/10/2007 AND DISCLOSURE STATEMENT AT 9/20/2007

     

    U.S.
      PATENT APPLICATION – SERIAL NO.: 60/786,855 (FILED MARCH 29,
      2006)

     

    SYSTEM
      AND METHOD FOR AUTOMATED MANAGEMENT OF REPLACEMENT BUILDING PROJECTS IN A
      DISASTER RELIEF AREA

     

    PUBLISHED
      - DECEMBER 13, 2007 (ELECTRONIC PUBLICATION #
      US-2007-0288269-A1)


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

      
        	
                Trademarks/Service
                  Marks

              	
                Type
                  of Mark

              	
                Original Owner of Mark

              	 	
                Current Owner

              	 	
                1st Used Date

              	
                Filing Date or
                  Last Renewal Date

              	 	
                Registration
                  Date

              	 	
                Expiration Date 

              	 	
                Serial No.

              	
                Registration No.

              	
                Date Continued Use
                  Form Due Yr. 5 & 6

              
	
                HouseRaising

              	
                US
                  

              	
                HouseRaising,
                  Inc. - NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                5/5/1999

              	
                10/11/2005

              	 	
                3/27/2007

              	 	
                3/27/2017

              	 	
                78/731105

              	
                3,221,713

              	
                 

              
	
                House
                  Raising USA

              	
                US
                  

              	
                The
                  MBSIHOME Corp

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                5/10/2000

              	
                8/23/2001

              	 	
                1/14/2003

              	 	
                1/14/2013

              	 	
                78/080750

              	
                2,675,093

              	
                1/14/2008-2009

              
	
                HouseRaising,
                  A National Company of Local Homebuilders

              	
                US
                  

              	
                HouseRaising,
                  Inc.- NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                5/5/1999

              	
                10/11/2005

              	 	
                3/27/2007

              	 	
                3/27/2017

              	 	
                78/731121

              	
                3,221,714

              	
                 

              
	
                Old
                  World Craftsmanship in New World Relationships

              	
                US
                  

              	
                HouseRaising,
                  Inc. -Delaware

              	 	
                Assignment
                  Pending 4/26/2006 to HRI - NC Corp

              	 	
                11/30/2003

              	
                1/29/2004

              	 	
                9/6/2005

              	 	
                9/6/2015

              	 	
                78/359321

              	
                2,991,884

              	
                9/6/2010-2011

              
	
                Straight,
                  Level & Square

              	
                US
                  

              	
                HouseRaising,
                  Inc. - Delaware

              	 	
                Assignment
                  Pending 4/26/2006 to HRI - NC Corp

              	 	
                6/24/2003

              	
                6/25/2003

              	 	
                8/31/2004

              	 	
                8/31/2014

              	 	
                78/266729

              	
                2,879,409

              	
                8/31/2009-2010

              
	
                REVOLUTIONIZING
                  the Way CUSTOM HOMES are Designed & Built

              	
                US
                  

              	
                HouseRaising,
                  Inc. - Delaware

              	 	
                Assignment
                  Pending 4/26/2006 to HRI - NC Corp

              	 	
                3/1/2004

              	
                6/11/2004

              	 	
                12/27/2005

              	 	
                12/27/2015

              	 	
                78/434121

              	
                3,034,683

              	
                12/27/2010-2011

              
	
                The
                  MBSIHome Corp

              	
                US
                  

              	
                The
                  MBSIHOME Corp

              	 	
                The
                  MBSIHOME Corp

              	 	
                3/1/1999

              	
                5/14/1999

              	 	
                8/22/2000

              	 	
                8/22/2010

              	 	
                75/706771

              	
                2,379,123

              	
                 

              
	
                MBSIHOMES

              	
                US
                  

              	
                The
                  MBSIHOME Corp

              	 	
                The
                  MBSIHOME Corp

              	 	
                3/1/1999

              	
                5/14/1999

              	 	
                8/29/2000

              	 	
                8/29/2010

              	 	
                75/706769

              	
                2,381,024

              	
                 

              
	
                PowerHouse
                  Specifications

              	
                US
                  

              	
                HouseRaising,
                  Inc. - NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                5/5/1999

              	
                1/18/2006

              	 	
                11/27/2007

              	 	
                11/27/2017

              	 	
                78/793764

              	
                3,343,913

              	
                 

              
	
                A
                  Builder's Home

              	
                US
                  

              	
                HouseRaising,
                  Inc. - NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                1/1/2006

              	
                6/19/2007

              	 	
                Pending

              	 	
                Pending

              	 	
                77/209658

              	
                Pending

              	
                 

              
	
                HouseRaising,
                  For All the Right Reasons

              	
                US
                  

              	
                HouseRaising,
                  Inc. - NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                1/1/2004

              	
                6/19/2007

              	 	
                Pending

              	 	
                Pending

              	 	
                77/209612

              	
                 

              	
                 

              
	
                Together,
                  We Can Build Your Dream

              	
                US
                  

              	
                HouseRaising,
                  Inc. -NC

              	 	
                HouseRaising,
                  Inc.- NC

              	 	
                6/1/2007

              	
                6/19/2007

              	 	
                Pending
                  - Under Opposition

              	 	
                Pending

              	 	
                77/209570

              	
                 

              	
                 

              


      

       

      
        	
                

                  Domains

                

              	
                 

              	
                 

              
	
                Domain
                  Name

              	
                Management
                  Company

              	
                Created
                  Date

              
	
                houseraisingusa.com

              	
                Network
                  Solutions

              	
                2/10/2001

              
	
                houseraisingusa.net

              	
                Network
                  Solutions

              	
                2/10/2001

              
	
                houseraisingacademy.com

              	
                GoDaddy.com

              	
                5/18/2005

              
	
                houseraisingacademy.net

              	
                GoDaddy.com

              	
                5/18/2005

              
	
                houseraising.com

              	
                Network
                  Solutions

              	
                5/4/2002

              
	
                houseraising.net

              	
                Network
                  Solutions

              	
                9/14/2001

              
	
                synergybuildernetwork.com

              	
                Network
                  Solutions

              	
                2/16/2000