Exhibit
      10.2

     

    SECURITY
      AGREEMENT

    


    THIS
      AGREEMENT, made and entered into as of the 23rd day of January, 2008 by and
      between Gregory J. Wessling, (hereinafter referred to as "Secured Party"),
      and
      HouseRaising, Inc., (hereinafter referred to as “Debtor”).

    


    WITNESSETH:

    


    WHEREAS,
      in connection with the Debtor's negotiable Promissory Note and Forbearance
      Agreement of even date herewith in the original principal amount of Sixteen
      Thousand Three Hundred Dollars ($16,300.00) along with other obligation to
      pay
      Secured Party contained therein (hereinafter referred to as the “Note” and
      incorporated herein by reference); and

    


    WHEREAS,
      in order to secure the obligations of Debtor under and pursuant to the Note,
      Debtor has agreed to convey to Secured Party a security interest in certain
      of
      Debtor's assets in accordance with the terms and conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE, in consideration of the premises and for Ten Dollars ($10.00) and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged by Debtor, the parties hereto, each intending to be mutually
      bound hereby, agree as follows:

    


    1. Creation
      of Security Interest.
      Debtor
      hereby transfers, conveys, assigns and grants to Secured Party a security
      interest in the following items (all such items being collectively referred
      to
      herein as the "Collateral"):

    


    All
      personal property, tangible or intangible, now owned or hereafter acquired
      by
      Debtor, including, without limitation, all equipment, motor vehicles, furniture,
      fixtures, inventory, contract rights, chattel paper, accounts, and general
      intangibles; all accessories and parts now or hereafter affixed thereto or
      utilized in connection therewith; all increases, substitutions, replacements,
      additions and accessions with respect thereto, now owned or hereafter acquired;
      and all proceeds and products with respect thereto. Specifically, Debtor assigns
      as additional collateral certain intellectual property owned by Debtor which
      assignment is evidenced by the Collateral Assignment Agreement executed by
      and
      between the Debtor and Secured Party of even date herewith, a copy of which
      is
      attached hereto as Schedule 1.

    


    2. Debt
      Secured.
      The
      security interest conveyed hereunder shall secure all obligations and
      indebtedness of Debtor to Secured Party of every kind and nature under and
      pursuant to the Note.

    


    3. Financing
      Statements.
      In
      order to perfect the security interest conveyed hereunder, Debtor agrees to
      execute or have executed and deliver to Secured Party, simultaneously with
      the
      execution hereof, any and all Financing Statements and other instruments or
      documents including but not limited to registration of said assignment with
      the
      United States Patent and Trademark Office and any landlord's lien waiver which
      Secured Party may deem necessary or appropriate in order to perfect said
      security interest. Debtor further agrees that at any time that any obligation
      under the Note remains unpaid, promptly upon receipt of Secured Party's written
      request therefore, Debtor shall execute and deliver to Secured Party any
      Financing Statement or other instrument or document that Secured Party may
      reasonably deem necessary or appropriate in order to perfect or continue the
      perfection of said security interest.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Possession
      and Risk of Loss.
      Debtor
      agrees to insure the Collateral and keep it insured to the extent of its full
      fair market value against fire and other casualties, with extended coverage,
      under forms of policies and with companies satisfactory to Secured Party. Debtor
      agrees to pay for all premiums for such insurance when due, and further agrees
      to deliver copies of policies of said insurance to Secured Party. If Debtor
      fails to comply with the provisions of this Paragraph 4, Secured Party may
      (but
      shall not be obligated to), in addition to and without limiting any other
      available remedies, procure or maintain such insurance, Debtor hereby agreeing
      to pay the premium therefore upon written demand of Secured Party as an
      additional part of the obligations secured hereunder. All such insurance
      policies shall name Secured Party as an additional insured.

    


    Debtor
      hereby covenants and agrees to give Secured Party at least thirty (30) days'
      prior written notice of any change in the location of any of the Collateral
      from
      the current location of same and to take such actions and steps as Secured
      Party
      may deem necessary or appropriate, as set forth in writing delivered by Secured
      Party to Debtor, in order to maintain a perfected security interest
      therein.

    


    5. Default
      and Remedies.
      Any
      default under the Note, Collateral Assignment Agreement or of the Security
      Agreement or any failure by Debtor to cure any breach hereunder within ten
      (10)
      days after Debtor's receipt of Secured Party's written notice thereof, shall
      constitute a default hereunder and under any obligation or liability of Debtor
      to Secured Party, including but not limited to the Note. Upon any such default,
      Secured Party shall be authorized, in his sole and absolute discretion, to
      declare any or all of Debtor's obligations and indebtedness to Secured Party
      (including but not limited to the Note) to be immediately due and payable,
      without demand or notice to Debtor and Secured Party may exercise any one or
      more of the rights and remedies granted pursuant to this Agreement, or any
      of
      the Security Instruments or given to a secured party under the Uniform
      Commercial Code or other applicable state or federal law then in effect in
      the
      State of North Carolina (or in such other state as the Collateral may then
      be
      located) or otherwise, including, without limitation, the right upon default
      to
      take possession of and sell, lease or otherwise dispose of the
      Collateral.

    


    6. Delivery
      and Disposition on Default.
      Debtor
      agrees that in the event of a default hereunder, it shall, if so requested
      by
      Secured Party, assemble at Debtor's expense and at a convenient place acceptable
      to Secured Party, all of the Collateral not theretofore delivered to Secured
      Party. If any notification of intended disposition by Secured Party of any
      of
      the collateral upon default is required to be given to Debtor, such
      notification, if mailed, shall be deemed reasonable and properly given if mailed
      through the United States Postal Service at least seven (7) days before such
      disposition, postage prepaid, addressed to Debtor at 4801 E. Independence
      Boulevard, Suite 200, Charlotte, North Carolina 28212. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      


      7. Persons
        Benefitted and Notices.
        This
        Agreement shall inure to the benefit of Secured Party, his legal
        representatives, heirs, successors in interest and assigns, and to any other
        person or entity who derives from Secured Party, title to or an interest
        in the
        Note, and shall be binding upon Debtor and its legal representatives, successors
        in interest and permitted assigns. Except as otherwise specifically set forth
        herein, all notices to the parties hereto shall be deemed duly and properly
        given and received three (3) days after mailing by United States Certified
        Mail
        to the respective addresses set forth below opposite their respective
        signatures, unless any such party has theretofore advised the other parties
        in
        writing of a change of address for such party for the dispatch of notices
        hereunder.



    8. Termination.
      This
      Agreement and the security interest hereby created in the Collateral shall
      terminate when all liabilities and indebtedness under the Note have been paid
      and satisfied in full. Wessling further agrees that once the obligations of
      the
      Promissory Note have been fully satisfied, he will execute any document
      reasonably necessary to document the termination of the obligations of the
      Promissory Note, Security Agreement, and Collateral Assignment Agreement. 
Wessling agrees that the payment of the Wachovia Debt without the invocation
      of
      his Personal Guarantee shall constitute a satisfaction of the Promissory Note
      provided the principal sum of Sixteen Thousand Three Hundred Dollars
      ($16,300.00) with interest has been paid.

    


    9. Waiver.
      Secured
      Party shall not be deemed to have waived any of his rights in any Collateral
      unless such waiver is in writing and duly signed by Secured Party. No delay
      or
      omission by Secured Party in exercising any right hereunder shall operate as
      a
      waiver thereof or of any other right.

    


    10. Terminology.
      All
      personal pronouns used in this Agreement, whether used in the masculine,
      feminine or neuter gender, shall include all other genders; the singular shall
      include the plural and vice-versa. Titles of paragraphs in this Agreement are
      for convenience only, and neither limit nor amplify the provisions
      hereof.

    


    11. North
      Carolina Law to Govern.
      This
      Agreement has been made and entered into in the State of North Carolina and
      shall be governed by the laws thereof. Whenever possible, each provision of
      this
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision contained herein should be prohibited
      or
      invalid under such law, such provision shall be ineffective to the extent of
      such prohibition or invalidity, without invalidating the remainder of such
      provision or the other provisions of this Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have set forth their respective hands and
      seals, all as of the date first set forth above.

    


    
      	
              Debtor:

            
	
              HouseRaising,
                Inc.

            
	 	 
	
              By:

            	
              /s/
                Richard A. von Gnechten (SEAL)

            
	
              Richard
                A. von Gnechten, Chief Financial Officer

            
	 	 
	
              Secured
                Party:

            
	 	 
	
              /s/
                Gregory J. Wessling (SEAL)

            
	
              Gregory
                J. Wessling

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1

    


    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