Exhibit 10.1


    EXHIBIT
      10.1

    


     

    


    


    


    


    


    


    ASSET
      PURCHASE AGREEMENT 

    


    AMONG

    


    HOUSERAISING,
      INC., LEARNBYTES, LLC,

    


    AND

    


    GRANT
      NEERINGS

    


    
 

    


    


    


    


    Dated:
      August 1, 2005

    


    
      
        
        

      

      
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    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
      this
      1st
      day of
      August, 2005, by and among HOUSERAISING, INC., a North Carolina corporation
      (“Purchaser”), LEARNBYTES, LLC, a North Carolina limited liability corporation
      (“Seller”), and Grant Neerings, citizen and resident of Mecklenburg County,
      North Carolina, and the sole member of Seller (the “Managing
      Member”).

    


    Whereas
      Purchaser, Seller and Managing Member entered into an Agreement, dated November
      1, 2004, for Purchaser to purchase all of Seller’s assets (including all
      intellectual property developed by and for Seller and all other tangible and
      intangible assets of the company) from Managing Member in exchange for cash
      and
      cash equivalents and restricted stock, and the parties wish to now revise the
      terms of that agreement to reflect an asset purchase as documented in this
      Asset
      Purchase Agreement;

    


    WHEREAS,
      Seller is engaged in the Learning System Design and Implementation business
      (the
“Business”) in Mecklenburg County, North Carolina; and 

    


    WHEREAS,
      the Managing Member is the sole owner of the outstanding membership interests
      of
      the Seller; and

     

    WHEREAS,
      Purchaser desires to purchase all of the assets of Seller which are used or
      useful in the Business; and

    


    Whereas
      Purchaser has also agreed to establish 5-year consulting agreements with the
      Managing Member, John Wolff and Chris Gagliardo by issuing cash, cash
      equivalents in restricted stock, and/or S-8 shares and warrants in exchange
      for
      services to be rendered going forward;

    


    WHEREAS,
      the parties contemplate that there will be a simultaneous signing of this
      Agreement and Closing hereunder. 

    


    NOW,
      THEREFORE, in consideration of the mutual benefits to be derived and the
      representations and warranties, conditions and promises contained in this
      Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, and intending to be legally bound,
      and that this agreement as described herein will supercede in its entirety
      the
      Agreement of November 1, 2004 (the acquisition of assets described herein being
      referred to as “HouseRaising’s Acquisition of LearnBytes”) and that such
      previous contract and any and all other agreements (in writing, verbally agreed
      upon or implied) will become null and void, the parties agree as
      follows:

     

    ARTICLE
      I

    GENERAL

    


    SECTION
      1.01  Agreement
      to Purchase and Sell

    


    (a) Upon
      the
      terms and subject to the conditions of this Agreement, Seller agrees to sell,
      convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to
      purchase from Seller, all of the assets, properties, business, franchises,
      goodwill and rights of every kind and character, tangible or intangible, owned
      or leased by Seller (collectively, the “Assets”), including, without limitation,
      those assets listed on Exhibit A hereto.

     

    (b) Without
      limiting the generality of the foregoing, the Assets shall consist of all assets
      of Seller, including, without limitation, the following:

     

    
      
        
        

      

      
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    (1) Customer
      Lists.
      All
      customer lists, sales records, credit data and other information relating to
      customers of Seller.

    


    (2) Customer
      Contracts.
      All
      right, title and interest of Seller in, to and under all existing contracts
      and
      agreements, written and verbal, with customers of Seller (the “Customer
      Contracts").

    


    (3) Equipment.
      All of
      the equipment, machinery, tools, appliances and all other tangible personal
      property of every kind and description owned by Seller (the
      "Equipment").

    


    (4) Licenses,
      Franchises and Permits.
      All
      right, title and interest of Seller in, to and under all licenses, franchises,
      permits, authorizations, certificates, approvals, registrations and other
      governmental authorizations (collectively, the "Operating Authorities") owned
      or
      possessed by Seller and relating to the Business or all or any of the Assets.
      

    


    (5) Intangible
      Assets.
      All
      right, title and interest of Seller in, to and under all trademarks, service
      marks, trade names, patents, know-how, general business development and all
      goodwill associated with the Business in connection with which any intellectual
      property is used (including any and all work performed in development of System
      C) (the "Intangible Assets").

    


    (6) Business
      Name.
      Any
      trade names or other assumed names under which Seller operates, and all right,
      title and interest in and to the name “LearnBytes, LLC, including a perpetual
      exclusive license to use such name in interstate commerce for no consideration
      other than that provided in this Agreement.

    


    (7) Goodwill.
      The
      goodwill and going concern value of the Business.

    


    (8) Books
      and Records.
      Copies
      of Seller’s books, records and papers of whatever nature and wherever located
      that relate to the Business or the Assets or which are required or necessary
      in
      order for Purchaser to conduct the Business from and after the date of this
      Agreement in the manner in which it is presently being conducted (the
      "Records").

    


    (9) Computers
      and Software.
      All
      right, title and interest of Seller in computer equipment and hardware, if
      any,
      together with all software and intellectual property used by Seller with such
      computer equipment and hardware, if any.

    


    (10) Other
      Property.
      All
      other or additional privileges, rights, interest, properties and assets of
      Seller of every kind and description and wherever located that are used or
      intended for use in connection with, or that are necessary to the continued
      conduct of, the Business as presently being conducted, including assignments
      of
      leases, assignments of employment agreements, conveyance of all real estate,
      assignments of employee relations and assignments of employment
      benefits.

    


    


    SECTION
      1.02  Purchase
      Price.

    


    The
      aggregate purchase price (the "Purchase Price") for the Business shall be equal
      to 500,000 shares of restricted HRAI common stock, payable by delivery by the
      Purchaser’s transfer agent, as soon as practicable following the Closing. All
      certificates for shares issued to the Seller will contain a restrictive legend
      under the Securities Act of 1933, as amended, and shall have the registration
      rights set forth in the Registration Rights Agreement attached hereto as Exhibit
      B. 

    


    
      
        
        

      

      
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    It
      is
      also understood that the restricted shares to be issued to the Seller will
      be
      subject to complete forfeit by the Seller in the event that the Managing Member
      does not remain a full-time consultant or employed with Purchaser for a one-year
      period of time from the date of issuance of the restricted shares, and the
      Managing Member, on behalf of the Seller, expressly agrees to such forfeiture.
      In addition, it is also understood that such restricted shares will be subject
      to forfeiture by the Seller for the number of shares noted below in the event
      the noted personnel from LearnBytes were to not fulfill their consulting
      agreement to or be employed by the Purchaser, unless such non-fulfillment was
      caused by Purchaser not compensating consultants on a timely basis. To this
      end,
      in the event John Wolff or Chris Gagliardo were to not remain a full-time
      consultant with or be employed by the Purchaser for a one-year period of time
      from the date of issuance of the restricted shares to Seller, then Seller will
      forfeit 100,000 of the shares paid as part of the Purchase Price for the
      Business. Further, in the event Geoffrey Ely were to not remain a full-time
      consultant with or be employed by the Purchaser for a one-year period of time
      from the date of issuance of the restricted shares to Seller, then Seller will
      forfeit 50,000 of the shares paid as part of the Purchase Price for the
      Business. In no event, shall the Seller have to forfeit more then the total
      restricted shares provided as part of this Agreement for the reasons noted
      above. These provisions will also be documented and agreed upon by Managing
      Member on behalf of the Seller in his individual capacity as part of his
      consulting agreement with Purchaser referenced in Section 4.01. 

    


    SECTION
      1.03  Assumption
      of Liabilities.

     

    As
      additional consideration for the purchase of the Assets, Purchaser shall assume
      and discharge in cash or cash equivalents a total of $6,490 in accounts payable
      of the Seller and will collect a total of $5,260 in accounts receivable of
      the
      Seller. Any amounts in excess of the amounts shown will remain the obligation
      of
      Seller or Managing Member.

    


    SECTION
      1.04  Indemnification
      by Seller.

    


    (a) Purchaser
      does not assume or agree to pay, perform or discharge, and shall not be
      responsible for, any other liabilities or obligations of Seller, whether
      accrued, absolute, contingent or otherwise.

    


    (b) Seller
      and Managing Member agree that they shall remain solely responsible for, and
      they hereby indemnify and agree to hold Purchaser harmless from, any and all
      liabilities and obligations of the Seller that were incurred by Seller prior
      to
      closing, whether accrued, absolute, contingent or otherwise..

    


    SECTION
      1.05  Instruments
      of Transfer; Further Assurances.

     

    

      Concurrently
        with the execution and delivery of this Agreement and the Closing hereunder,
        Seller and Purchaser shall execute and deliver to each other a completed
        Deed of
        General Conveyance, Transfer and Assignment, in the form attached as Exhibit
        C
        hereto ("General Conveyance, Transfer and Assignment").

       

      ARTICLE
        II

      REPRESENTATIONS
        AND WARRANTIES OF SELLER AND MANAGING MEMBER

    

    


    Seller
      and the Managing Member, jointly and severally, represent and warrant to
      Purchaser as follows:

     

    
      
        
        

      

      
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    SECTION
      2.01  Due
      Organization.

     

    Seller
      is
      a limited liability company duly organized and validly existing and in good
      standing under the laws of the State of North Carolina and is duly licensed
      and
      authorized or qualified to carry on its business in the places and in the manner
      as now conducted except where the failure to be so authorized or qualified
      would
      not have a material adverse effect on the business, operations, properties,
      assets, condition (financial or other), results of operations or prospects
      of
      Seller. The membership records and minute books of Seller that have been made
      available to Purchaser are correct and complete.

    


    


    SECTION
      2.02  Authorization;
      Non-Contravention; Approvals.

    


    Seller
      has the full legal right, power and authority to enter into this Agreement
      and
      to consummate the sale of the Business and the other transactions contemplated
      hereby. The execution, delivery and performance of this Agreement have been
      approved by the Managing Member of Seller. No additional corporate proceedings
      on the part of Seller are necessary to authorize the execution and delivery
      of
      this Agreement and the consummation by Seller of the transactions contemplated
      hereby. This Agreement has been duly and validly executed and delivered by
      Seller, and, assuming the due authorization, execution and delivery hereof
      by
      Purchaser, constitutes a valid and binding agreement of Seller, enforceable
      against Seller in accordance with its terms.

    


    Managing
      Member has the full legal right, power and authority to enter into this
      Agreement and to consummate the sale of the Business and the other transactions
      contemplated hereby. The execution, delivery and performance of this Agreement
      have been approved by the Managing Member. This Agreement has been duly and
      validly executed and delivered by Managing Member, and constitutes a valid
      and
      binding agreement of Managing Member, enforceable against Managing Member in
      accordance with its terms. 

    


    The
      execution and delivery of this Agreement by Seller does not, and the
      consummation by Seller of the transactions contemplated hereby will not,
      violate, conflict with or result in a breach of any provision of, or constitute
      a default (or an event which, with notice or lapse of time or both, would
      constitute a default) under, or result in the termination of, or accelerate
      the
      performance required by, or result in a right of termination or acceleration
      under, or result in the creation of any lien, security interest, charge or
      encumbrance upon any of the Assets under any of the terms, conditions or
      provisions of (i) the organizational documents of Seller, (ii) any statute,
      law,
      ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit
      or license of any court or governmental authority applicable to Seller or any
      of
      its properties or assets, or (iii) any agreement, note, bond, mortgage,
      indenture, deed of trust, license, franchise, permit, concession, lease or
      other
      instrument, obligation or agreement of any kind to which Seller is now a party
      or by which Seller or any of its properties or assets may be bound or affected,
      excluding from the foregoing clauses (ii) and (iii) such violations, conflicts,
      breaches, defaults, terminations, accelerations or creations of liens, security
      interests, charges or encumbrances that would not, in the aggregate, have a
      material adverse effect on the business, operations, properties, assets,
      condition (financial or other), results of operations or prospects of Seller.
      No
      declaration, filing or registration with, or notice to, or authorization,
      consent or approval of, any governmental or regulatory body or authority is
      necessary for the execution and delivery of this Agreement by Seller or the
      consummation by Seller of the transactions contemplated hereby, other than
      such
      declarations, filings, registrations, notices, authorizations, consents or
      approvals which, if not made or obtained, as the case may be, would not, in
      the
      aggregate, have a material adverse effect on the business, operations,
      properties, assets, condition (financial or other), results of operations or
      prospects of Seller. None of the customer contracts or other material agreements
      to which Seller is a party requires notice to, or the consent or approval of,
      any governmental agency or other third party to any of the transactions
      contemplated hereby to remain in full force and effect following the
      transactions contemplated hereby.

    


    
      
        
        

      

      
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    SECTION
      2.03  Capitalization.

      

    All
      of
      the issued and outstanding membership interests of Seller's Membership Capital
      are owned beneficially and of record by the Managing Member.

    


    SECTION
      2.04  Subsidiaries.

    


    Seller
      does not presently own, of record or beneficially, or control, directly or
      indirectly, any capital stock, securities convertible into or exchangeable
      for
      capital stock or any other equity interest in any corporation, association
      or
      business entity. Seller is not, directly or indirectly, a participant in any
      joint venture, partnership or other non-corporate entity.

    


    SECTION
      2.05  Income
      Tax Returns.

     

    Seller
      has delivered to Purchaser complete and correct copies of the federal income
      tax
      returns of the Seller for the tax years December 31, 2003 and December 31,
      2004
      (the “Tax Returns”). If there are no such returns because of the treatment of
      the company as a limited liability company, then no such returns need be
      delivered. Said returns fairly present in all material respects the financial
      position of the Seller at and as of the periods indicated. There has been no
      material change in the financial condition of the Seller since the date of
      the
      most recent Tax Return.

    


     SECTION
      2.06  Liabilities
      and Obligations.

    


    Seller
      has delivered to Purchaser an accurate list of all liabilities of Seller. Since
      the date of that list, Seller has not incurred any liabilities of any kind,
      character or description, whether accrued, absolute, secured or unsecured,
      contingent or otherwise, other than liabilities incurred in the ordinary course
      of business. Other than as noted earlier in this document, Seller and Managing
      Member will be responsible for any and all outstanding debt, including past
      due
      interest, with respect to any obligations due and outstanding upon completion
      of
      merger.

    


    SECTION
      2.07  Assets.

     

    Seller
      has delivered to Purchaser an accurate list of all real and personal property
      of
      Seller and all other tangible assets of Seller with a value in excess of $30.
      All fixed assets used by Seller that are material to the operation of Seller's
      business are either owned by Seller or leased. All such leases are in full
      force
      and effect and constitute valid and binding agreements of the parties thereto
      in
      accordance with their respective terms.

     

    Seller
      has good and marketable title to the tangible and intangible personal property
      and the real property comprising the Assets, subject to no mortgage, pledge,
      lien, claim, conditional sales agreement, encumbrance or charge unless
      previously disclosed to Purchaser. The sale of the Assets hereunder will
      transfer to Purchaser good and marketable title to the Assets subject to no
      mortgage, pledge, lien, claim, conditional sales agreement, encumbrance or
      charge, except as previously disclosed to Purchaser.

    


    SECTION
      2.08  Material
      Contracts.

     

    Except
      as
      previously disclosed to Purchaser, Seller has complied with all material
      commitments and obligations pertaining to it under its material contracts,
      and
      is not in default under any such contracts, no notice of default has been
      received by Seller and Seller is aware of no basis therefore.

     

    
      
        
        

      

      
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    SECTION
      2.09  Permits.

    


    The
      licenses, operating authorizations, franchises, permits and other governmental
      authorizations previously disclosed by Seller to Purchaser are valid, and Seller
      has not received any notice that any governmental authority intends to cancel,
      terminate or not renew any such license, operating authorization, franchise,
      permit or other governmental authorization. Seller holds all licenses, operating
      authorizations, franchises, permits and other governmental authorizations,
      the
      absence of any of which could have a material adverse effect on the business,
      operations, properties, assets, condition (financial or other), results of
      operations or prospects of Seller. Seller has conducted and is conducting the
      Business in substantial compliance with the requirements, standards, criteria
      and conditions set forth in its licenses, operating authorizations, franchises,
      permits and other governmental authorizations as well as the applicable orders,
      approvals and variances related thereto, and is not in violation of any of
      the
      foregoing except for any violations that would not have a material adverse
      effect on the business, operations, properties, assets, condition (financial
      or
      otherwise), results of operations or prospects of Seller. Except as specifically
      disclosed to Purchaser, the transactions contemplated by this Agreement will
      not
      result in a default under or a breach or violation of, or adversely affect
      the
      rights and benefits afforded to Seller by, any such material licenses, operating
      authorizations, franchises, permits and other government
      authorizations.

    


    SECTION
      2.10  Insurance.

     

    The
      insurance policies held by Seller, if any, provide adequate coverage against
      the
      risks involved in Seller's businesses. Such policies, if any, are currently
      in
      full force and effect.

    


    SECTION
      2.11  Litigation
      and Compliance with Law.

     

    Except
      as
      previously disclosed to Purchaser, there are no claims, actions, suits or
      proceedings, pending or threatened, against or affecting Seller, at law or
      in
      equity, or before or by any governmental department, commission, board, bureau,
      agency or instrumentality having jurisdiction over Seller. No notice of any
      claim, action, suit or proceeding, whether pending or threatened, has been
      received by Seller, and there is no basis therefore. Seller has conducted for
      the past five years and does conduct its business in compliance with all laws,
      regulations, writs, injunctions, decrees and orders applicable to Seller or
      its
      assets.

    


    SECTION
      2.12  Taxes.

    


    For
      purposes of this Agreement, the term "Taxes" shall mean all taxes, charges,
      fees, levies or other assessments including, without limitation, income, gross
      receipts, excise, property, sales, withholding, social security, unemployment,
      occupation, use, service, service use, license, payroll, franchise, transfer
      and
      recording taxes, fees and charges, imposed by any government or subdivision
      or
      agency thereof, whether computed on a separate, consolidated, unitary, combined
      or any other basis; and such term shall include any interest, fines, penalties
      or additional amounts attributable to or imposed with respect to any such taxes,
      charges, fees, levies or other assessments. Seller has timely filed all
      requisite tax returns for all fiscal periods ended on or before the date of
      this
      Agreement, and has duly paid in full or made adequate provision for the payment
      of all Taxes for all periods ending at or prior to the date of this Agreement.
      

    


    
      
        
        

      

      
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    SECTION
      2.13  Absence
      of Changes. 

     

    Since
      December 31, 2004, Seller has conducted its operations in the ordinary course
      of
      business and, except as set forth on Exhibit D, there has not been:

    


    
      	 	
              (i)

            	
              any
                material adverse change in the business, operations, properties,
                condition
                (financial or other), assets, liabilities (contingent or otherwise),
                income or business of Seller;

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction or loss (whether or not covered by insurance)
                materially adversely affecting the properties or business of
                Seller;

            


    

    


    
      	 	
              (iii)

            	
              any
                change in the authorized capital stock of Seller or in its securities
                outstanding or any change in the Seller’s ownership interests or any grant
                of any options, warrants, calls, conversion rights or commitments
                or the
                declaration or payment of any dividend or other distribution, as
                may be
                appropriate to the ownership structure of the
                company;

            


    

    


    
      	 	
              (iv)

            	
              any
                increase in the compensation payable or to become payable by Seller
                to any
                of its officers, directors, stockholders, employees, consultants
                or
                agents, except for ordinary and customary bonuses and salary increases
                for
                employees in accordance with past
                practice;

            


    

    


    
      	 	
              (v)

            	
              any
                work interruptions, labor grievances or claims filed, or any proposed
                law,
                regulation or event or condition of any character materially adversely
                affecting the business or future prospects of
                Seller;

            


    

    


    
      	 	
              (vi)

            	
              any
                sale or transfer, or any agreement to sell or transfer, any material
                assets, properties or rights of Seller to any
                person;

            


    

    


    
      	 	
              (vii)

            	
              any
                cancellation, or agreement to cancel, any indebtedness or other obligation
                owing to Seller;

            


    

    


    
      	 	
              (viii)

            	
              any
                increase in Seller's indebtedness, other than accounts payable incurred
                in
                the ordinary course of business;

            


    

    


    
      	 	
              (ix)

            	
              any
                plan, agreement or arrangement granting any preferential rights to
                purchase or acquire any interest in any of the assets, property or
                rights
                of Seller or requiring consent of any party to the transfer and assignment
                of any such assets, property or
                rights;

            


    

    


    
      	 	
              (x)

            	
              any
                purchase or acquisition of, or agreement, plan or arrangement to
                purchase
                or acquire, any property, rights or assets outside of the ordinary
                course
                of Seller's businesses;

            


    

    


    
      	 	
              (xi)

            	
              any
                waiver of any material rights or claims of
                Seller;

            


    

    


    
      	 	
              (xii)

            	
              any
                material breach, amendment or termination of any material contract,
                agreement, license, permit or other right to which Seller is a party;
                or

            


    

    


    
      	 	
              (xiii)

            	
              any
                transaction by Seller outside the ordinary course of
                business.

            


    

    


    SECTION
      2.14  Intangible
      Property. 

     

    Seller
      has previously disclosed to Purchaser or its management an accurate list of
      all
      patents, patent applications, trademarks, service marks, trade names,
      copyrights, and other intellectual property or proprietary property rights
      owned
      or used by Seller. Seller owns or possesses sufficient legal rights to use
      all
      of such items without conflict with or infringement of the rights of
      others.

    


    
      
        
        

      

      
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    SECTION
      2.15  Disclosure.

    


    Seller
      has fully provided Purchaser or its management with all the information that
      Purchaser has requested in analyzing whether to consummate the purchase of
      the
      Business. Neither of the information so provided nor any representation or
      warranty of the Sellers contained in this Agreement contains any untrue
      statement or omits to state a material fact necessary in order to make the
      statements herein or therein, to the best of the Sellers knowledge, in light
      of
      the circumstances under which they were made, not misleading. 

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

    


    Purchaser
      represents and warrants to Seller and the Managing Member as
      follows:

    


    SECTION
      3.01  Authorization;
      Approvals.   

    


    Purchaser
      has the full legal right, power and authority to enter into this Agreement
      and
      to consummate the transactions contemplated hereby. This Agreement has been
      duly
      and validly authorized, and executed and delivered by Purchaser, and, assuming
      the due execution and delivery by Seller, constitutes a valid and binding
      agreement of Purchaser, enforceable against Purchaser in accordance with its
      terms.

    


    No
      declaration, filing or registration with, or notice to, or authorization,
      consent or approval of, any governmental or regulatory body or authority is
      necessary for the execution and delivery of this Agreement by Purchaser or
      the
      consummation by Purchaser of the transactions contemplated hereby, other than
      such declarations, filings, registrations, notices, authorizations, consents
      or
      approvals which, if not made or obtained, as the case may be, would not, in
      the
      aggregate, have a material adverse effect on the business, operations,
      properties, assets, condition (financial or other), results of operations or
      prospects of the Purchaser.

    


    While
      both parties will make every effort to ensure that this transaction will be
      a
      tax free exchange between the Purchaser and Seller, Purchaser can make no
      representations or assurances that this will be achieved and there will be
      no
      obligations on Purchaser in the event the IRS determines that the transaction
      is
      taxable to Seller or Managing Member.

    


    ARTICLE
      IV

    POST-CLOSING
      COVENANTS

    


    The
      parties to this Agreement further covenant and agree as follows:

    


    SECTION
      4.01  Managing
      Member’ Agreement to Consult.

    


    The
      Managing Member agrees to establish a 5-year consulting agreement to continue
      working on development of System C and HouseRaisingAcademy for the Purchaser
      following the Closing, in the form of Consulting Agreement attached as Exhibit
      E
      hereto. Purchaser will use its best efforts to enter into similar agreements
      with John Wolff and Chris Gagliardo (in their individual capacities) following
      the Closing. 

    


    
      
        
        

      

      
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    SECTION
      4.02  
      Expenses.

    


    Purchaser
      will pay the fees, expenses and disbursements of Purchaser and its agents,
      representatives, financial advisors, accountants and counsel incurred in
      connection with the execution, delivery and performance of this Agreement and
      any amendments thereto. Seller will pay the fees, expenses and disbursements
      of
      Seller and their respective agents, representatives, financial advisors,
      accountants and counsel incurred in connection with the execution, delivery
      and
      performance of this Agreement and any amendments hereto.

    


    ARTICLE
      V

    THE
      CLOSING

    SECTION
      5.01  The
      Closing

    The
      Closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at the offices of HouseRaising, Inc., 4801 E. Independence Blvd.,
      Suite 201, Charlotte, NC 28212 on the 12TH
      day of
      August, 2005 at 10:00 a.m, or at such other place and time as may be agreed
      upon
      by the parties. The signing of this Agreement and the Closing shall be
      simultaneous, and a transfer of HRAI shares shall be initiated in the amount
      of
      500,000 shares in the name of the Seller, against delivery of a Deed of General
      Conveyance, Transfer and Assignment for the Assets and an executed copy of
      this
      Agreement and the Exhibits thereto by the Seller and Managing Member to the
      Purchaser. The effective date of the closing will be retroactive to January
      1,
      2005.

     

    ARTICLE
      VI

    INDEMNIFICATION

    


    Seller,
      Managing Member and Purchaser each make the following covenants:

    


    SECTION
      6.01  General
      Indemnification by Seller and Managing Member.

    


    In
      addition to the indemnification covenants set forth in Section 1.04 of this
      Agreement, Seller and Managing Member, jointly and severally, covenant and
      agree
      that they will indemnify, defend, protect and hold harmless Purchaser and its
      employees, agents, representatives and affiliates, at all times from and after
      the date of this Agreement until the Expiration Date (as defined in Section
      7.06), from and against all claims, damages, actions, suits, proceedings,
      demands, assessments, adjustments, costs and expenses (including specifically,
      but without limitation, reasonable attorneys' fees and expenses of
      investigation) incurred by any of such indemnified persons as a result of or
      arising from (i) any breach of the representations and warranties of Seller
      or
      Managing Member set forth herein or in the Schedules or certificates delivered
      in connection herewith, or (ii) any breach or nonfulfillment of any covenant
      or
      agreement on the part of Seller or Managing Member under this
      Agreement.

    


    SECTION
      6.02  General
      Indemnification by Purchaser.

    


    Purchaser
      covenants and agrees that it will indemnify, defend, protect and hold harmless
      the Seller and Managing Member, at all times from and after the date of this
      Agreement until the Expiration Date from and against all claims, damages,
      actions, suits, proceedings, demands, assessments, adjustments, costs and
      expenses (including specifically, but without limitation, reasonable attorneys'
      fees and expenses of investigation) incurred by Seller or Managing Member as
      a
      result of or arising from (i) any breach of the representations and warranties
      of Purchaser set forth herein or in the Schedules or certificates attached
      hereto, or (ii) any breach or nonfulfillment of any covenant or agreement on
      the
      part of Purchaser under this Agreement.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.03  Third
      Person Claims.

     

    Promptly
      after any party hereto (hereinafter the "Indemnified Party") has received notice
      of or has knowledge of any claim by a person not a party to this Agreement
      ("Third Person"), of the commencement of any action or proceeding by a Third
      Person, the Indemnified Party shall give to the party obligated to provide
      indemnification pursuant to Section 1.04, 6.01 or 6.02 hereof (hereinafter
      the
      "Indemnifying Party") written notice of such claim or the commencement of such
      action or proceeding. Such notice shall state the nature and the basis of such
      claim and a reasonable estimate of the amount thereof. The Indemnifying Party
      shall have the right to defend and settle, at its own expense and by its own
      counsel, any such matter so long as the Indemnifying Party pursues the same
      diligently and in good faith. If the Indemnifying Party undertakes to defend
      or
      settle, it shall promptly notify the Indemnified Party of its intention to
      do
      so, and the Indemnified Party shall cooperate with the Indemnifying Party and
      its counsel in the defense thereof and in any settlement thereof. Such
      cooperation shall include, but shall not be limited to, furnishing the
      Indemnifying Party with any books, records and other information reasonably
      requested by the Indemnifying Party and in the Indemnified Party's possession
      or
      control. All Indemnified Parties shall use the same counsel, which shall be
      the
      counsel selected by Indemnifying Party, provided that if counsel to the
      Indemnifying Party shall have a conflict of interest that prevents such counsel
      from representing the Indemnified Party, the Indemnified Party shall have the
      right to participate in such matter through counsel of its own choosing and
      the
      Indemnifying Party will reimburse the Indemnified Party for the expenses of
      its
      counsel. After the Indemnifying Party has notified the Indemnified Party of
      its
      intention to undertake to defend or settle any such asserted liability, and
      for
      so long as the Indemnifying Party diligently pursues such defense, the
      Indemnifying Party shall not be liable for any additional legal expenses
      incurred by the Indemnified Party in connection with any defense or settlement
      of such asserted liability. If the Indemnifying Party desires to accept a final
      and complete settlement of any such Third Person claim and the Indemnified
      Party
      refuses to consent to such settlement, then the Indemnifying Party's liability
      under this Section with respect to such Third Person claim shall be limited
      to
      the amount so offered in settlement by said Third Person and the Indemnified
      Party shall reimburse the Indemnifying Party for any additional costs of defense
      which it subsequently incurs with respect to such claim and all additional
      costs
      of settlement or judgment. If the Indemnifying Party does not undertake to
      defend such matter to which the Indemnified Party is entitled to indemnification
      hereunder, or fails diligently to pursue such defense, the Indemnified Party
      may
      undertake such defense through counsel of its choice, at the cost and expense
      of
      the Indemnifying Party, and the Indemnified Party may settle such matter, and
      the Indemnifying Party shall reimburse the Indemnified Party for the amount
      paid
      in such settlement and any other liabilities or expenses incurred by the
      Indemnified Party in connection therewith, provided, however, that under no
      circumstances shall the Indemnified Party settle any Third Person claim without
      the written consent of the Indemnifying Party, which consent shall not be
      unreasonably withheld.

    


    SECTION
      6.04 
      Limitation Upon Indemnity.

    


    
      	(i)  	
              Neither
                the Seller, Managing Member nor Purchaser shall be entitled to
                indemnification from the other under the provisions of this Article
                VI
                until such time as the claims subject to indemnification by such
                party
                exceed, in the aggregate, Five Thousand and No/100 Dollars ($5,000).
                

            


    

    
      	(ii)  	
              The
                indemnification obligations of the Seller and Managing Member under
                this
                Article VI shall be limited, in the aggregate, to Five-Hundred-Thousand
                and No/100 Dollars ($500,000).

            


    

    
      	(iii)  	
              The
                indemnification obligations of the Purchaser under this Article VI
                shall
                be limited, in the aggregate, to One-Hundred-Thousand and No/100
                Dollars
                ($100,000).

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VII

    MISCELLANEOUS

    


    SECTION
      7.01  Successors
      and Assigns.

    


    This
      Agreement and the rights of the parties hereunder may not be assigned (except
      by
      operation of law) and shall be binding upon and shall inure to the benefit
      of
      the parties hereto, and the successors of Seller, Managing Member and
      Purchaser.

    


    SECTION
      7.02  Entire
      Agreement. 

    


    This
      Agreement (including the Schedules, exhibits and annexes attached hereto) and
      the documents delivered pursuant hereto constitute the entire agreement and
      understanding among the Seller, Managing Member and Purchaser and supersede
      any
      prior agreement and understanding (whether or not in writing) relating to the
      subject matter of this Agreement. This Agreement may be modified or amended
      only
      by a written instrument executed by Seller, Managing Member and Purchaser,
      acting through their respective officers, duly authorized by their respective
      Boards of Directors.

    


    SECTION
      7.03  Counterparts.

    


    This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original and all of which together shall constitute
      but
      one and the same instrument.

    


    SECTION
      7.04  Brokers
      and Agents.

    


    Each
      party represents and warrants that it employed no broker or agent in connection
      with this transaction and agrees to indemnify the other against all loss, cost,
      damages or expense arising out of claims for fees or commissions of brokers
      employed or alleged to have been employed by such indemnifying
      party.

    


    SECTION
      7.05  Governing
      Law. 

    


    This
      Agreement shall be construed in accordance with the laws of the State of North
      Carolina.

    


    SECTION
      7.06  Survival
      of Representations and Warranties.

    


    The
      representations and warranties set forth in Articles II and III shall survive
      the execution of this Agreement for a period of twelve (12) months from the
      date
      of this Agreement (which date is hereinafter called the "Expiration Date"),
      except that the warranties and representations set forth in Section 2.12 hereof
      shall survive until such time as the limitations period has run for all tax
      periods ended prior to the date of this Agreement, which shall be deemed to
      be
      the Expiration Date for Section 2.12.

    


    SECTION
      7.08   Exercise
      of Rights and Remedies.

    


    Except
      as
      otherwise provided herein, no delay of or omission in the exercise of any right,
      power or remedy accruing to any party as a result of any breach or default
      by
      any other party under this Agreement shall impair any such right, power or
      remedy, nor shall it be construed as a waiver of or acquiescence in any such
      breach or default, or of any similar breach or default occurring later; nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default occurring before or after that waiver.

    


    SECTION
      7.09  Time. 

    


    Time
      is
      of the essence with respect to this Agreement.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.10  Reformation
      and Severability. 

    


    In
      case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

     

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

     

    

      SELLER:

      LEARNBYTES,
        LLC

      


      By:
        /s/ Grant Neerings

      Grant
        Neerings

      Managing
        Member

      


      MANAGING
        MEMBER:

      GRANT
        NEERINGS

      


      /s/
        Grant Neerings

      Grant
        Neerings 

      (In
        His
        Individual Capacity)

      


      


      PURCHASER:

      HOUSERAISING,
        INC.

       

      By:
        /s/ Gregory J. Wessling

      Gregory
        J. Wessling

      Chairman
        and CEO

       

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

    

    EXHIBIT
      A

    


    Partial
      Listing of Seller’s Assets

    


    
      	
              Physical
                Asset Inventory

            	 	
              Purchase
                Price

            	 	
              Market
                Price

            	 
	
              Monarch
                Studio Computer

            	 	
              $

            	
              2,500.00

            	 	
              $

            	
              2,000.00

            	 
	
              eMachine
                Desktop Computer

            	 	
              $

            	
              700.00

            	 	
              $

            	
              600.00

            	 
	
              eMachine
                Desktop Computer

            	 	
              $

            	
              700.00

            	 	
              $

            	
              600.00

            	 
	
              Dell
                Desktop Computer

            	 	
              $

            	
              1,000.00

            	 	
              $

            	
              500.00

            	 
	
              Dell
                Server

            	 	
              $

            	
              3,000.00

            	 	
              $

            	
              2,000.00

            	 
	
              HP
                Laptop

            	 	
              $

            	
              1,500.00

            	 	
              $

            	
              1,300.00

            	 
	
              HP
                Laptop

            	 	
              $

            	
              1,500.00

            	 	
              $

            	
              700.00

            	 
	
              HP
                Laptop

            	 	
              $

            	
              1,500.00

            	 	
              $

            	
              700.00

            	 
	
              IBM
                Monitor

            	 	
              $

            	
              500.00

            	 	
              $

            	
              300.00

            	 
	
              Samsung
                19" Monitor

            	 	
              $

            	
              700.00

            	 	
              $

            	
              500.00

            	 
	
              Sony
                19" CRT Monitor

            	 	
              $

            	
              700.00

            	 	
              $

            	
              500.00

            	 
	
              IBM
                Server

            	 	
              $

            	
              5,000.00

            	 	
              $

            	
              3,000.00

            	 
	
              Compaq
                Server

            	 	
              $

            	
              3,000.00

            	 	
              $

            	
              500.00

            	 
	
              Compaq
                Server

            	 	
              $

            	
              3,000.00

            	 	
              $

            	
              500.00

            	 
	
              Compaq
                Server

            	 	
              $

            	
              3,000.00

            	 	
              $

            	
              500.00

            	 
	
              Cisco
                Router

            	 	
              $

            	
              3,000.00

            	 	
              $

            	
              1,500.00

            	 
	
              Cisco
                Switch

            	 	
              $

            	
              2,000.00

            	 	
              $

            	
              1,000.00

            	 
	
              Linksys
                Router

            	 	
              $

            	
              150.00

            	 	
              $

            	
              80.00

            	 
	
              Netgear
                Wireless Router

            	 	
              $

            	
              150.00

            	 	
              $

            	
              80.00

            	 
	
              Wacom
                Tablet

            	 	
              $

            	
              500.00

            	 	
              $

            	
              400.00

            	 
	
              Lacie
                500GB external hard drive

            	 	
              $

            	
              500.00

            	 	
              $

            	
              400.00

            	 
	
              Matrox
                Video Board

            	 	
              $

            	
              1,300.00

            	 	
              $

            	
              1,200.00

            	 
	
              Furniture

            	 	
              $

            	
              6,000.00

            	 	
              $

            	
              6,000.00

            	 
	
              HP
                1170cse Deskjet Workgroup Printer

            	 	
              $

            	
              500.00

            	 	
              $

            	
              300.00

            	 
	
              HP
                OfficeJet 6210xi

            	 	
              $

            	
              200.00

            	 	
              $

            	
              150.00

            	 
	
              Studio
                Lights

            	 	
              $

            	
              1,000.00

            	 	
              $

            	
              800.00

            	 
	
              Studio
                Backdrops

            	 	
              $

            	
              500.00

            	 	
              $

            	
              300.00

            	 
	
              Panasonic
                3CCD video camera

            	 	
              $

            	
              5,000.00

            	 	
              $

            	
              2,500.00

            	 
	
              Bogan
                tripod

            	 	
              $

            	
              350.00

            	 	
              $

            	
              250.00

            	 
	
              Shure
                Lavalier Microphone

            	 	
              $

            	
              500.00

            	 	
              $

            	
              300.00

            	 
	
              Studio
                Computer UPS

            	 	
              $

            	
              100.00

            	 	
              $

            	
              50.00

            	 
	
              Storage
                Cabinets (2)

            	 	
              $

            	
              300.00

            	 	
              $

            	
              150.00

            	 
	
              Office
                Supplies

            	 	
              $

            	
              300.00

            	 	
              $

            	
              150.00

            	 
	
              Mackie
                1604VLZ 

            	 	
              $

            	
              1,000.00

            	 	
              $

            	
              750.00

            	 
	
              DBX
                Compressor

            	 	
              $

            	
              350.00

            	 	
              $

            	
              250.00

            	 
	
              Furman
                Power Distribution

            	 	
              $

            	
              200.00

            	 	
              $

            	
              100.00

            	 
	
              Alesis
                Q2 Reverb

            	 	
              $

            	
              350.00

            	 	
              $

            	
              200.00

            	 
	
              M-Audio
                1010

            	 	
              $

            	
              700.00

            	 	
              $

            	
              500.00

            	 
	
              Rack

            	 	
              $

            	
              1,000.00

            	 	
              $

            	
              500.00

            	 
	
              Digital
                Tapes

            	 	
              $

            	
              500.00

            	 	
              $

            	
              250.00

            	 
	
              DVD/CD
                Burner

            	 	
              $

            	
              300.00

            	 	
              $

            	
              200.00

            	 
	
              Studio
                Desk

            	 	
              $

            	
              250.00

            	 	
              $

            	
              150.00

            	 
	
              Cakewalk
                Sonar Pro

            	 	
              $

            	
              950.00

            	 	
              $

            	
              600.00

            	 
	
              Adobe
                Creative Studio 

            	 	
              $

            	
              1,300.00

            	 	
              $

            	
              1,100.00

            	 
	
              Macromedia
                Authorware

            	 	
              $

            	
              3,500.00

            	 	
              $

            	
              1,500.00

            	 
	
              Adobe
                Acrobat 5.0

            	 	
              $

            	
              300.00

            	 	
              $

            	
              100.00

            	 
	
              Macromedia
                Studio MX

            	 	
              $

            	
              500.00

            	 	
              $

            	
              250.00

            	 
	
              Discreet
                Cleaner XL

            	 	
              $

            	
              600.00

            	 	
              $

            	
              400.00

            	 
	
              Swish

            	 	
              $

            	
              500.00

            	 	
              $

            	
              300.00

            	 
	
              Adobe
                Premiere

            	 	
              $

            	
              700.00

            	 	
              $

            	
              500.00

            	 
	
              Netgear
                Wireless NIC

            	 	
              $

            	
              50.00

            	 	
              $

            	
              40.00

            	 
	
              Firewire
                PC Card

            	 	
              $

            	
              80.00

            	 	
              $

            	
              50.00

            	 
	
              TOTAL

            	 	
              $

            	
              63,780.00

            	 	
              $

            	
              37,550.00

            	 


    

     

    
       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Exhibit
        B

    

    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    


     

    The
      parties to this Registration Rights Agreement (the “Agreement”) are
      HouseRaising, Inc., a North Carolina corporation (the “Purchaser”), and
      LearnBytes, LLC, a North Carolina limited liability company (the “Seller”) named
      on and executing the signature page below.

    


    The
      Seller or its designee is receiving from the Purchaser 500,000 shares of the
      Common Stock, $.001 par value (the “Common Stock”) of the Purchaser. The
      Purchaser desires to grant to the Seller the registration rights set forth
      below
      with respect to the shares of Common Stock.

    


    Therefore,
      the parties hereby agree as follows:

    


    
      	1.  	
              Definitions.
                As used herein, the following terms shall have the following
                meanings:

            


    

     

    
      	(a)  	
              “Securities
                Act” means the Securities Act of 1933, as
                amended.

            


    

    


    
      	(b)  	
              “Exchange
                Act” means the Securities Exchange Act of 1934, as
                amended.

            


    

     

    
      	(c)  	
              “Register,”“registered,”
                and “registration” refer to a registration effected
                by preparing and filing a registration statement in compliance with
                the
                Securities Act and the declaration or ordering of effectiveness of
                such
                registration statement.

            


    

    


    
      	(d)  	
              “Registrable
                Securities” means that number of shares of Common Stock
                issued by the Purchaser and any additional shares of Common Stock
                that may
                be issued by the Purchaser as a dividend or other distribution in
                respect
                of those shares. 

            


    

    


    
      	(e)  	
              “SEC”
                means the Securities and Exchange
                Commission.

            


    

    


    
      	2.  	
              Piggy-Back
                Registration.

            


    

    


    
      	(a)  	
              If,
                after one year from the date hereof, the Purchaser shall file for
                registration with the United States Securities and Exchange Commission
                (SEC) a registration statement on Form SB-2 in connection with the
                offer
                for sale of any shares of its Common Stock, the Purchaser shall give
                prompt written notice to the Seller of its intention to effect such
                registration setting forth a description of intended method of
                distribution and indication of Seller’s right under such proposed
                registration, and upon the request of the Seller delivered to the
                Purchaser within twenty (20) days after giving such notice (which
                request
                shall specify the Registrable Securities intended to be disposed
                of by the
                Seller), the Purchaser shall include such Registrable Securities
                held by
                the Seller and requested to be included in such registration, in
                the
                subject registration statement on Form SB-2 or in a later registration
                statement on Form SB-2 with respect to shares of Registrable Securities
                that have not been sold by the Seller; subject, however, to any cutback
                or
                lock-up of the Registrable Securities as mutually agreed between
                Seller
                and the Purchaser, The Purchaser’s obligation to give such notice and to
                register such Registrable Securities shall terminate as to those
                Registrable Securities that are no longer owned by the Seller.
                

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

    

    
      	(b)  	
              If,
                at any time after giving such written notice of the Purchaser’s intention
                to
                register any of the Registrable Securities and prior to the effective
                date
                of the registration statement filed in connection with such registration,
                the Purchaser shall determine for any reason not to file the registration
                statement wherein the Registrable Securities would be registered
                or to
                delay the registration of such Registrable Securities, at its sole
                election, the Purchaser may give written notice of such determination
                to
                the Seller and thereupon shall be relieved of its obligation to register
                any Registrable Securities issued or issuable in connection with
                such
                registration (but not from its obligation to pay registration expenses
                in
                connection therewith or to register the Registrable Securities in
                a
                subsequent registration).

            


    

    


    
      	(c)  	
              The
                Purchaser shall use its best efforts to maintain the effectiveness
                of
                the
                registration statement until the date that all of the Registrable
                Securities included therein have been
                sold.

            


    

    


    
      	3.  	
              Cooperation
                with the Purchaser.

            


    

     

    
      	                             
              (a)	
              The
                Seller will cooperate with the Purchaser in all respects in connection
                with this Agreement, including, without limitation, timely supplying
                all
                information reasonably requested by the Purchaser and executing and
                returning all documents reasonably requested in connection with the
                registration and sale of the Registrable
                Securities.

            


    

    


    
      	(b)  	
               The
                Seller agrees that, upon receipt of any notice from the Purchaser
                of the
                happening of any event as a result of which the prospectus, as then
                in
                effect, would contain an untrue statement of material fact or omission
                to
                state a material fact required to be stated therein or necessary
                to make
                the statements therein, in light of the circumstances under which
                they
                were made, not misleading, the Seller will immediately discontinue
                disposition of Registrable Securities pursuant to the registration
                statement covering such Registrable Securities until the Seller’s receipt
                of the copies of a supplemented or amended prospectus which corrects
                such
                untrue statement or omission and, if so directed by the Purchaser,
                the
                Seller shall deliver to the Purchaser (at the expense of the Purchaser)
                or
                destroy (and deliver to the Purchaser a certificate of destruction)
                all
                copies in the Seller’s possession of the prospectus covering such
                Registrable Securities current at the time of receipt of such
                notice.

            


    

    


    
      	4.  	
              Expenses.
                All expenses incurred by the Purchaser in registering the Registrable
                Securities shall be borne by the Purchaser. However, the Seller shall
                bear
                its own fees and expenses of counsel., and selling commissions applicable
                to the sale of the Registrable Securities (“Selling Expenses”). All
                Selling Expenses in connection with each such registration statement
                shall
                be borne by the participating sellers in proportion to the number
                of
                shares sold by each, or by such participating sellers other than
                the
                Purchaser (except to the extent the Purchaser shall be a seller)
                as they
                may agree.

            


    

    


    
      	5.  	
              Delay
                of Registration.
                The Seller shall not have any right to take any action
                to restrain, enjoin, or otherwise delay any registration as the result
                of
                any controversy that might arise with respect to the interpretation
                or
                implementation of this
                Agreement.

            


    

    


    
      	6.  	
              Indemnification.
                In the event any Registrable Securities are included in a Registration
                Statement under this Agreement:

            


    

     

    
       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

    

    
      	                           (a)	
              To
                the extent permitted by law, the Purchaser will indemnify and hold
harmless
                the Seller requesting or joining in a registration, any underwriter
                (as
                defined in the Securities Act) for it, and each person, if any, who
                controls such Seller or underwriter within the meaning of the Securities
                Act, against any losses, claims, damages, liabilities or expenses,
                joint
                or several, to which they may become subject under the Securities
                Act or
                otherwise, insofar as such losses, claims, damages, liabilities or
                expenses (or actions in respect thereof) arise out of or are based
                on any
                untrue or alleged untrue statement of any material fact contained
                in such
                registration statement, including, without limitation, any preliminary
                prospectus or final prospectus contained therein or any amendments
                or
                supplements thereto, or arise out of or are based upon the omission
                or
                alleged omission to state therein a material fact required to be
                stated
                therein, or necessary to make the statements therein not misleading,
                or
                arise out of any violation by the Purchaser of any rule or regulation
                promulgated under the Securities Act applicable to the Purchaser
                and
                relating to action or inaction required of the Purchaser in connection
                with any such registration; and will reimburse the Seller, such
                underwriter, or controlling person for any legal or other expenses
                reasonably incurred by them in connection with investigating or defending
                any such loss, claim, damage, liability, expense or action; provided,
                however,
                that the Purchaser will not be liable in any such case if and to
                the
                extent that any such loss, claim, damage, liability or expense arises
                out
                of or is based upon: (i) a settlement of any such loss, claim, damage,
                liability, expense or action if such settlement is effected without
                the
                consent of the Purchaser (which consent shall not be unreasonably
                withheld
                or delayed); (ii) an untrue statement or alleged untrue statement
                or
                omission or alleged omission so made in conformity with information
                furnished by the Seller, any such underwriter or any such controlling
                person in writing specifically for use in such registration statement
                or
                prospectus; or (iii) the Seller’s failure to deliver a copy of the final
                prospectus as then amended or supplemented after the Purchaser has
                furnished the Seller with a sufficient number of copies of the same,
                but
                only if delivery of same is required by law and the same would have
                cured
                the defect giving rise to any such loss, claim, damage, liability,
                expense
                or action.

            


    

    


    
      	(b)  	
              To
                the extent permitted by law, the Seller requesting or joining in
                a registration
                will indemnify and hold harmless the Purchaser, each of its directors,
                each of its officers who signs the registration statement, each
                underwriter for the Purchaser (within the meaning of the Securities
                Act),
                and each person, if any, who controls the Purchaser or any such
                underwriter within the meaning of the Securities Act, against any
                losses,
                claims, damages, liabilities or expenses to which the Purchaser or
                any
                such director, officer, controlling person or underwriter may become
                subject, under the Securities Act or otherwise, insofar as such losses,
                claims, damages, liabilities or expenses (or actions in respect thereto)
                arise out of or are based upon any untrue statement or alleged untrue
                statement of any material fact contained in such registration statement,
                including any preliminary prospectus or final prospectus contained
                therein
                or any amendments or supplements thereto, or arise out of or are
                based
                upon the omission or alleged omission to state therein a material
                fact
                required to be stated therein or necessary to make the statements
                therein
                not misleading, in each case to the extent, but only to the extent,
                that
                such untrue statement or alleged untrue statement or omission or
                alleged
                omission was made in such registration statement, preliminary prospectus
                or final prospectus, or amendments or supplements thereto, in reliance
                upon and in conformity with written information furnished by or on
                behalf
                of the Seller expressly for use in connection with such registration;
                and
                will reimburse the Purchaser or any such director, officer, controlling
                person or underwriter for any legal or other expenses reasonably
                incurred
                by them in connection with investigating or defending any such loss,
                claim, damage, liability, expense or action; provided,
                however,
                that the indemnity agreement contained in this Section 6(b) shall
                not
                apply to amounts paid in settlement of any such loss, claim, damage,
                liability, expense or action if such settlement is effected without
                the
                consent of the Seller (which consent shall not be unreasonably withheld
                or
                delayed); and provided further, that the Seller shall not have any
                liability under this Section 6(b) in excess of the net proceeds actually
                received by the Seller in the relevant public
                offering.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

    

    
      	(c)  	
              Promptly
                after receipt by an indemnified party under this Section 6 of notice
                of the commencement of any action, such indemnified party will, if
                a claim
                in respect thereof is to be made against any indemnifying party under
                this
                Section 6, notify the indemnifying party in writing of the commencement
                thereof and the indemnifying party shall have the right to participate
                in,
                and, to the extent the indemnifying party so desires, jointly with
                any
                other indemnifying party similarly noticed, to assume the defense
                thereof
                with counsel mutually satisfactory to the parties. The failure to
                notify
                an indemnifying party promptly of the commencement of any such action,
                shall, to the extent (but only to the extent) actually prejudicial
                to its
                ability to defend such action, relieve such indemnifying party of
                any
                liability to the indemnified party under this Section 6, but the
                omission
                so to notify the indemnifying party will not relieve it of any liability
                that it may have to any indemnified party otherwise than under this
                Section 6.

            


    

    


    
      	(d)  	
              The
                indemnification provided by this Agreement shall be a continuing
right
                to indemnification and shall survive the registration and sale of
                any
                Registrable Securities by any person entitled to indemnification
                hereunder
                and the expiration of this
                Agreement.

            


    

    


    
      	7.  	
              Miscellaneous.

            


    

    


    
      	                        
                (a)	
              Waiver.
                No waiver by any party of any condition or of any breach of any provision
                of this Agreement shall be effective unless in
                writing.

            


    

     

    


    
      	(b)  	
              Notices.
                All notices and other communications pursuant to this Agreement
                shall be deemed to be sufficient if contained in a written instrument
                and
                shall be deemed given if delivered personally, telecopied, sent by
                nationally-recognized, overnight courier or mailed by registered
                or
                certified mail (return receipt requested), postage prepaid, to the
                parties
                at the following addresses (or at such other address for a party
                as shall
                be specified by like
                notice):

            


    

    


    
      	(i)  	
              if
                to the Purchaser, to:

            


    

    


    HouseRaising,
      Inc.

    4801
      E.
      Independence Blvd. Suite 201

    Charlotte,
      NC 28212

    Tel:
      704.532.2121

    Fax:
      704.536.0928

    EMail:
      ravon@HouseRaising.com 

    


    
      	(ii)  	
              if
                to the Seller, to the address set forth below the Seller’s signature on
                the last page of this Agreement.

            


    

    


    Any
      notice so addressed, when mailed by registered or certified mail shall be deemed
      to be given three (3) days after so mailed, when telecopied shall be deemed
      to
      be given when transmitted, or when delivered by hand or overnight shall be
      deemed to be given when delivered.

    


    
      	(c)  	
              Invalidity
                of Provisions.
                If any provisions of this Agreement shall be determined
                by a court of competent jurisdiction to be invalid, illegal or
                unenforceable in any respect, the validity, legality and enforceability
                of
                the remaining provisions contained herein shall not be affected
                thereby.

            


    

    


    
      	(d)  	
              Entire
                Agreement.
                This Agreement contains the entire understanding of the
                parties hereto in respect of the subject matter hereof, and supersedes
                all
                prior negotiations and understandings, oral or written, between the
                parties with respect to the subject matter
                hereof.

            


    

    


    
      	(e)  	
              Counterparts;
                Facsimile Signatures.
                This Agreement may be executed in one
                or more counterparts, each of which shall be an original, but all
                of which
                together shall constitute one and the same agreement. Facsimile signatures
                hereon shall have the same legal force and effect as original
                signatures.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
       

    

    
      	(f)  	
              Successors
                and Assigns.
                This Agreement shall be enforceable by, and shall
                inure to the benefit of and be binding upon, the parties and their
                respective successors and assigns. As used herein, the term “successors
                and assigns” shall mean, where the context so permits, heirs, executors,
                administrators, trustees and successor trustees, and personal and
                other
                representatives. 

            


    

    


    
      	(g)  	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance
                with the laws of the State of North Carolina applicable to contracts
                made
                and to be performed therein without otherwise giving effect to principles
                of conflicts of laws. 

            


    

    


    
      	(h)  	
              Amendments.
                This Agreement may be amended only by the written consent
                of all parties hereto.

            


    

     

    
      	(i)  	
              Headings.
                The headings set forth in this Agreement have been inserted for
                convenience of reference only, shall not be considered a part of
                this
                Agreement and shall not limit, modify or affect in any way the meaning
                or
                interpretation of this
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Registration Rights Agreement to be executed
      and
      delivered as of the ___day
      of
      _____________, 2005.

    


    LearnBytes,
      LLC

    


    By:                     
                 

    Name:
      Grant Neerings

    Title:
      Managing Member

    


    HouseRaising,
      Inc.

    


    By:                                  
       

    Name: Gregory
      J. Wessling

    Title:
      Chairman and CEO

     

    
 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
       

    

    EXHIBIT
      C

    


    FORM
      OF DEED OF GENERAL CONVEYANCE, TRANSFER AND ASSIGNMENT

    


    KNOW
      ALL
      MEN BY THESE PRESENTS that pursuant to that certain ASSET PURCHASE AGREEMENT,
      dated August 1, 2005 (the "Agreement") by and between LEARNBYTES, LLC
      (“Seller”), HOUSERAISING, INC. (“Purchaser”) and GRANT NEERINGS (the “Managing
      Member”), in consideration of good and valuable consideration duly delivered
      under the Agreement, the receipt and sufficiency of which is hereby
      acknowledged, Seller has granted, bargained, sold, assigned, set over, conveyed
      and transferred, and by these presents, does grant, bargain, sell, assign,
      set
      over, convey and transfer unto Purchaser all of the Assets as defined in the
      Agreement (all capitalized terms used herein and not otherwise defined herein
      are used herein as defined in the Agreement) of the Business existing on the
      date and at the time of delivery hereof.

    


    TO
      HAVE
      AND TO HOLD all of the said Assets assigned and transferred hereby to Purchaser,
      his successors and assigns, in fee simple forever free and clear of all liens,
      claims and encumbrances of any nature whatsoever, other than those expressly
      consented to in writing by Purchaser and delivered to Seller at closing; and
      Seller warrants and defends the title to the Assets hereby sold to Purchaser,
      his successors and assigns, forever, against the lawful claims and demands
      of
      all persons whomsoever;

    


    AND
      Seller, for itself and its successors and assigns, does hereby represent,
      warrant, covenant and agree to and with Purchaser and its successors and assigns
      that, subject to the terms and limitations of the Agreement, all the
      representations set forth in the Agreement with respect to the said Assets
      sold
      hereby are hereby confirmed;

    


    AND
      Seller, for itself and its successors and assigns, does hereby represent,
      warrant, covenant and agree to and with Purchaser and its successors and assigns
      that it shall, from time to time, at the request of the Purchaser, execute,
      acknowledge and deliver to Purchaser any and all further instruments, documents
      and other papers which may be necessary or reasonably required to transfer
      the
      said Assets assigned and transferred hereby to Purchaser and to give full force
      and effect to the full intent and purposes of this General Conveyance, Transfer
      and Assignment document; and

    


    AND
      Seller, for itself and its successors and assigns, does hereby irrevocably
      assign and transfer to Purchaser, its successors and assigns, all of its right,
      title and interest in and to the general intangible assets of Seller further
      described in the Agreement.

    


    Except
      for the representations and warranties expressly contained in the Agreement,
      THE
      ASSETS ARE SOLD TO PURCHASER "AS IS" AND "WHERE IS", AND SELLER DISCLAIMS ALL
      WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    


    IN
      WITNESS WHEREOF, Seller has caused this instrument to be duly executed in its
      name by its duly authorized officer and the corporate seal of Seller to be
      affixed hereto, and Seller has signed this instrument in its individual
      capacity, all as of the date first above written.

    


    LEARNBYTES,
      LLC

    


    


    ______________________________

    By:
      Grant
      Neerings

    Its
      Managing Member

     

     

    


                                                                                       
      HOUSERAISING,
      INC.

      

     

    By:
      ___________________________

                                                                                        Name:
      Gregory J. Wessling

                                                                                       
      Title: Chairman and CEO

    


    


    
       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

    

    
       

    


    EXHIBIT
      D

    


    Absence
      of Changes

    


    No
      Changes

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
       

    


    EXHIBIT
      E

    


    CONSULTANT
      AGREEMENT 

     
      

    This
      Agreement is made and entered into as of the 1st
      day of
      August, 2005, between HouseRaising, Inc. (the “Company” or “HRI”) and Grant
      Neerings (the “Consultant”). In consideration of and for the mutual promises and
      covenants contained herein, and for other good and valuable consideration,
      the
      receipt of which is hereby acknowledged, the parties agree as follows:


    


    Purpose.
      The
      Company hereby engages the Consultant during the Term (as defined below) to
      render consulting services to the Company, upon the terms and conditions as
      set
      forth herein.

    


    Term.
      This
      Agreement shall be effective for a five-year period of time (the “Term”)
      commencing on the date hereof and dependent on continued adequate performance
      thereof. This term may be modified from time to time as agreed upon by both
      parties.

    


    Duties
      of Consultant.
      During
      the term of this Agreement, the Consultant shall provide to the Company those
      services outlined in Exhibit A to the Consulting Agreement or as otherwise
      defined by HouseRaising’s Chairman and CEO or President and
      Founder.

    


    Compensation
      In
      consideration of such services described herein, the Company agrees:


    


    
      	·  	
              Consultant
                will be compensated $120,000 per year for his full-time services
                in cash
                or S-8 shares based on the share price at the time they are granted,
                until
                the Company obtains Qualified Financing (defined as $12 million or
                more in
                outside funding). All payments will be subject to maintaining an
                on-going
                relationship with HouseRaising which will not be unreasonably terminated
                without for cause justification.

            


    

    


    
      	·  	
              When
                the Company obtains and closes on a Qualified Financing (as defined),
                Consultant will be paid in cash or equivalent at the rate of $200,000
                per
                year for his full-time services. All payments will be subject to
                maintaining an on-going relationship with HouseRaising which will
                not be
                unreasonably terminated without for cause
                justification.

            


    

    


    
      	·  	
              As
                a one-time reconciliation for services rendered in the first seven
                months
                of 2005, Consultant will be given an additional 75,000 restricted
                HRAI
                shares. It
                is understood that such shares will be subject to forfeit in the
                event the
                Consultant does not remain a full-time consultant or an employee
                with the
                Company for a one-year period of time from the date of issuance of
                these
                restricted shares.

            


    

    


    
      	·  	
              In
                the event HRI obtains Qualified Financing (as defined), the Company
                will
                then calculate a reconciliation to reflect the difference in his
                compensation before and after obtaining qualified financing for the
                period
                of time after August 1, 2005 and the closing of a qualified financing.
                Such a true-up will be paid in restricted shares or cash at the discretion
                of the company.

            


    

    


    
      	·  	
              Consultant
                will be eligible for the following warrants as part of his compensation
                for services rendered subject to maintaining an ongoing relationship
                with
                HouseRaising: 2,000,000 total warrants to be comprised of 1,000,000
                exercisable at $0.50 each and 1,000,000 exercisable at $1.00 each,
                which
                will be earned and vested one-fifth on each anniversary date of the
                effective date of this agreement which shall be deemed January 1,
                2005.
                The period of the options is 10 years.


            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	·  	
              Consultant
                also hereby agrees that the 500,000 restricted shares provided to
                him as
                agreed upon in the Asset Purchase Agreement (“Asset Purchase Agreement”)
                between HouseRaising, Inc., LearnBytes, LLC and Grant Neerings dated
                August 1, 2005, are subject to forfeit by the Consultant in the event
                the
                Consultant does not remain a full-time consultant with or an employee
                of
                the Company for a one-year period of time from the date of issuance
                of the
                restricted shares. Consultant is hereby agreeing in his individual
                capacity to this condition of the issuance of the restricted stock
                by the
                Company as part of the Asset Purchase Agreement. In addition, it
                is also
                understood that such restricted shares will be subject to forfeit
                by the
                Consultant for the number of shares noted below in the event the
                noted
                personnel from LearnBytes were to not fulfill their consulting agreement
                to the Company unless such non-fulfillment was caused by the Company
                not
                compensating consultants on a timely basis. To this end, in the event
                John
                Wolff or Chris Gagliardo were to not remain a full-time consultant
                with
                the Company for a one-year period of time from the date of issuance
                of the
                restricted shares as part of the Asset Purchase Agreement to Consultant,
                then Consultant will forfeit 100,000 of the shares paid to Consultant
                as
                part of the Asset Purchase Agreement. Further, in the event Geoffrey
                Ely
                were to not remain a full-time consultant with the Company for a
                one-year
                period of time from the date of issuance of the restricted shares
                as part
                of the Asset Purchase Agreement to Consultant, then Consultant will
                forfeit 50,000 of the shares paid to Consultant as part of the Asset
                Purchase Agreement. In no event, shall the consultant have to forfeit
                more
                then the total restricted shares provided as part of that Asset Purchase
                Agreement for the reasons noted
                above.

            


    

    


    
      	·  	
              In
                the event HRI obtains Qualified Financing (as defined), it is the
                intent
                of the Company to convert this Agreement into an employment agreement
                on
                substantially similar terms. It is also understood that consultant
                will be
                eligible to participate in bonus program as defined and developed
                by the
                Company.

            


    

    


    Expenses
      .
      The
      Company, upon receipt of appropriate supporting documentation, shall reimburse
      the Consultant for any and all reasonable out-of-pocket expenses incurred by
      it
      in connection with services requested by the Company. The Company shall pay
      such
      expenses upon the presentation of invoices. Consultant shall not incur more
      than
      $200 in reimbursable expenses without the express consent of the
      Company.

    


    HRI
      will
      also reimburse Consultant for reasonable health insurance expenses until such
      time as Consultant is able to join the Company’s benefit program (PPO group
      health insurance with Blue Cross Blue Shield of North Carolina, and $10,000
      life
      insurance coverage for yourself through Group Insurance Services).

    


    Confidentiality
      .
      Because
      of the nature of the services being provided by Consultant hereunder, Consultant
      acknowledges that if he may receive access to Confidential Information and
      that,
      as a consultant to the Company, he will attempt to provide advice that serves
      the best interest of the Company. Consultant acknowledges that as a consequence
      of his relationship with the Company, he may be given access to confidential
      information which may include the following types of information; financial
      statements and related financial information with respect to the Company and
      its
      subsidiaries (the “Confidential Financial Information”), trade secrets,
      products, product development, product packaging, future marketing materials,
      business plans, certain methods of operations, procedures, improvements,
      systems, customer lists, supplier lists and specifications, and other private
      and confidential materials concerning the Company’s business (collectively,
“Confidential Information”). 

    


    Consultant
      covenants and agrees to hold such Confidential Information strictly confidential
      and shall only use such information solely to perform his duties under this
      Agreement, and Consultant shall refrain from allowing such information to be
      used in any way for his own private or commercial purposes. Consultant shall
      also refrain from disclosing any such Confidential Information to any third
      parties. Consultant agrees to all the provisions attached to this agreement
      as
      Exhibit B to the Consulting Agreement (HRI Independent Contractor and/or
      Employee Non-Compete, Non-Disclosure, Confidentiality and Intellectual Property
      Protection Agreement) which is part of this agreement. 

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Consultant
      further agrees that upon termination or expiration of this Agreement, he will
      return all Confidential Information and copies thereof to the Company and will
      destroy all notes, reports and other material prepared by or for him containing
      Confidential Information. Consultant understands and agrees that the Company
      might be irreparably harmed by violation of this Agreement and that monetary
      damages may be inadequate to compensate the Company. Accordingly, the Consultant
      agrees that, in addition to any other remedies available to him at law or in
      equity, the Company shall be entitled to injunctive relief to enforce the terms
      of this Agreement. 

    


    Severability
      .
      If any
      provision of this Agreement shall be held or made invalid by a statute, rule,
      regulation, decision of a tribunal or otherwise, the remainder of this Agreement
      shall not be affected thereby and, to this extent, the provisions of this
      Agreement shall be deemed to be severable.

    


    This
      Agreement and attachments embodies the entire Agreement and understanding
      between the Company and the Consultant and supersedes any and all negotiations,
      prior discussions and preliminary and prior arrangements and understandings
      related to the central subject matter hereof.

    


    This
      Agreement has been duly authorized, executed and delivered by and on behalf
      of
      the Company and the Consultant.

    


    This
      Agreement and all rights, liabilities and obligations hereunder shall be binding
      upon and inure to the benefit of each party’s successors but may not be assigned
      without the prior written approval of the other party.

    


        IN
      WITNESS
      WHEREOF, the parties hereto have executed this Agreement as of the date hereof.
      

    


    


    HOUSERAISING,
      INC.

    


    By:_______________________

    Title:
      Chairman and CEO

    


    


    CONSULTANT

    


    By:_______________________

     

    
 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
       

    

    Exhibit
      A
      to Consulting Agreement

    


    Scope
      of
      Work for 

    Design,
      Development, Deployment and Hosting of

    HouseRaising
      Academy Information Technology

    (including
      Website, System C and Online Learning Programs)

    


    Consultant
      will work with HouseRaising, Inc. under the guidance of HRI’s Chairman/CEO or
      President/ Founder to create HouseRaisingAcademy’s (“HRA”) Information
      Technology Structure, including Website, System C and Online Learning
      Programs.

    


    HouseRaisingAcademy
      is a combination of an internet-based online learning portal and date management
      system (System C) to assist custom homebuilders, buyers and vendors in
      successfully designing and building custom homes predictably, profitably and
      enjoyably.

    


    HouseRaising’s
      objective in entering into this contract is to have Consultant help develop
      HouseRaising’s body of knowledge and intellectual properties into a website; an
      on-line facility; and a design/build management system that includes a
      design/price engine. The scope of the project consists of developing
      HouseRaising’s knowledge into an Internet based commercial software operation,
      consisting of creating customer software and linking the custom software to
      commercially available software programs to form the automated
      HouseRaisingAcademy and design/build system.

    


    In
      addition to materials already provided, the Academy will consist of an
      electronic design/build program offered retail homebuyers, builders and vendors
      through on-line seminars. This automated function will electronically process
      payment for the seminars, teach, test and certify applicants upon completion
      of
      the course and provide certain information to HouseRaisingUSA, HouseRaising
      Custom Builders or HouseRaising National Construction Support Division for
      follow-up, etc.

    


    This
      engagement includes developing System C as an on-line management process
      sufficient to implement 3,400 business requirements that electronically address
      1,269 key design/build issues. System C consists of dividing the 3,400 tasks
      into six (6) primary management platforms and 58 operational (vendor) platforms.
      The regional franchise kit is part of System C functioning to link regional
      operations to the Zone and national operation. System C will have an e-learning
      component that electronically defines the what, how and why of the individual
      tasks defined in the system. System C will contain a proprietary design/price
      engine, consisting of approximately 500 existing projects (historical
      data-plans, pictures, budgets, etc.) plus new cost estimates and sales pricing
      capabilities sufficient to produce pricing on custom design/build projects.
      The
      system will automatically loop current projects into the pricing engine to
      keep
      the system up to date.

    


    The
      Internet based system developed under this engagement will accommodate 12-50
      Zones and 150 Regional operations that combine to manage 10,000 design/build
      projects annually.

    


    A
      primary
      concern for HouseRaising, Inc.’s management is protecting the intellectual
      property that will be incorporated into HouseRaisingAcademy courses. Consultant
      will use technology and presentation techniques that will protect these
      intellectual assets as much as possible. Consultant will strive to keep
      HouseRaising, Inc. ‘s management informed of all potential security risks and
      will monitor usage and report on any and all potential security
      breaches.

    Consultant
      will provide its e-learning and system design expertise to help create an
      e-learning portal and data management system that successfully achieves the
      following objections:

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Management
      Objectives:

    


    
      	1.  	
              Develop
                an automated system that addresses the 1,269 issues through implementation
                of 3,400 business requirements involved in successfully designing
                and
                building unique homes.

            


    

    
      	2.  	
              Help
                builders, buyers and vendors participate in the custom home design/build
                process in such a way that it is predictable, profitable and
                enjoyable.

            


    

    
      	3.  	
              Provide
                a means for certifying builders, buyers and vendors to use the
                HouseRaising, Inc. System C.

            


    

    
      	4.  	
              Implement
                a digital version of the current System C manual business
                process.

            


    

    
      	5.  	
              Effectively
                communicate the vision, purpose and messages as established by
                HouseRaising, Inc. management.

            


    

    
      	6.  	
              Create
                an external and internal learning environment that is visually appealing,
                intellectually stimulating and enjoyable to
                experience.

            


    

    
      	7.  	
              Provide
                a website that clearly communicates the company’s business strategy and
                vision.

            


    

    
      	8.  	
              Drive
                business to HouseRaisingUSA and HouseRaising Custom Builders or other
                HRI
                subsidiary operations.

            


    

    
      	9.  	
              Protect
                HouseRaising, Inc.’s intellectual property through effective security
                technologies and presentation
                techniques.

            


    

    
      	10.  	
              Establish
                a system that allows HouseRaisingAcademy to keep course content current
                and relevant.

            


    

    
      	11.  	
              Establish
                a digital system that allows a consistent management platform for
                operating HouseRaisingUSA, HouseRaising Custom Builders and HouseRaising
                National Construction Support Division and any franchises or other
                HRI
                subsidiaries throughout the United
                States.

            


    

    
      	12.  	
              Increase
                the visibility and market awareness of the HouseRaising, Inc. organization
                and mission.

            


    

    
      	13.  	
              Create
                an Internet-based management platform and e-learning tool that enables
                HouseRaising, Inc. subsidiaries to operate a viable business.
                

            


    

    
      	14.  	
              Provide
                24 hours a day and 7 days a week access to HouseRaisingAcademy digital
                systems (always available online).

            


    

    


    Overall
      Homebuyer Objectives

    


    
      	1.  	
              Develop
                dreams into a quality built home for a fair
                price.

            


    

    
      	2.  	
              Have
                fun making your dream house a
                reality.

            


    

    
      	3.  	
              Build
                a house with long term economic
                value.

            


    

    


    Overall
      Homebuilder Objectives

    


    
      	1.  	
              Develop
                dreams of expressing creative talents into financially viable
                experiences.

            


    

    
      	2.  	
              Enjoy
                the creative process of building a dream
                house.

            


    

    
      	3.  	
              Benefit
                from HouseRaising’s knowledge so they can effectively manage the
                homebuyer/homebuilder relationship.

            


    

    
      	4.  	
              Build
                a strong reputation within the design/build
                marketplace.

            


    

    
      	5.  	
              Operate
                a successful business.

            


    

    


    


    Overall
      Vendor Objectives

    


    
      	1.  	
              Achieve
                HouseRaising vendor certification so they can leverage their businesses
                by
                affiliating with HouseRaising’s multiple builder
                franchises.

            


    

    
      	2.  	
              Receive
                timely payment for work.

            


    

    
      	3.  	
              Maintain
                a steady work load.

            


    

    


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
       

    

    Exhibit
      B to Consulting Agreement

     

    


     

    HRI
      INDEPENDENT CONTRACTOR and/or EMPLOYEE 

     

    NON-COMPETE,
      NON DISCLOSURE, CONFIDENTIALITY 

     

    AND
      INTELLECTUAL PROPERTY PROTECTION AGREEMENT

     

    


    


    THIS
      NON-COMPETE, NON DISCLOSURE, CONFIDENTIALITY AND INTELLECTUAL PROPERTY
      PROTECTION AGREEMENT
      (Agreement) is an integral part of this Consultant Agreement. 

    


    WHEREAS,
      You
      acknowledge that you are to receive proprietary information in the form of
      intellectual property and other publications that we have developed over time
      and at great expense relating to the HR System C, (the “System"). 

    


    WHEREAS,
      You
      acknowledge that we will be informing you about our Business Plans, including
      details of our System and homebuilding management systems. These business
      concepts may or may not be trade secrets, however in order to adequately inform
      you about HRI, we will be revealing portions of them verbally and through
      written documents that will be shared with you. These documents will include
      information about our homebuilder management theories and contain information
      that we deem vital to the success of HRI. The documents that will be discussed
      and shown to you include, but are not limited to, System C, HRI Internet
      Strategies Manual and in various manuals involving the Six Management Platforms.
      

    


    WHEREAS,
      You
      acknowledge that some of our materials are protected by Patent Applications,
      Registrations and Trademarks, while others depend on our ability to maintain
      them in strictest confidence and secrecy, and all of them directly relate to
      the
      ability of national and zone management personnel to assist Builder and Buyers
      in successfully designing and building unique homes. These materials include
      marketing and building advantages provided by our architectural designs
      trademarked as HRI Economies of ScaleTM, HRI Powerhouse SpecificationsTM and from
      new home budgeting and marketing techniques that comprise the System C that
      enable HR Builder Partners to operate with a competitive edge in the
      homebuilding industry. 

     

    WHEREAS,
      You
      further acknowledge that HRI’s information provides a competitive advantage and
      will be valuable to them in the development of their business, and that gaining
      access to it is therefore a primary reason for their entering into this
      Agreement.

    


    WHEREAS,
      You
      agree that HRI’s information, as described above, which may or may not be "trade
      secrets" under prevailing judicial interpretations, is private and valuable,
      and
      thus constitutes valuable assets belonging to HouseRaising, Inc. 

    


    WHEREAS,
      You
      agree that by means of your engagement or employment with HRI and consideration
      provided therewith that you might add or otherwise contribute to HRI’s
      intellectual property and unique publications and that such additions or
      contributions will become part of the intellectual property protected by this
      agreement and will remain the sole and exclusive property of HouseRaising,
      Inc.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      We agree
      and acknowledge that there is a certain amount of experience that is gained
      on
      the job, which directly increases the future earning potential of an employee,
      that is not a direct result of “trade secrets” which the employee will
      inevitably carry forward into any future endeavors, should company and
      employee/independent contractor ever separate.

     

    THEREFORE,
      in
      consideration of HRI's confidential disclosure to you of documents and
      information that contain parts of these trade secrets and intellectual
      properties, and in consideration of you agreeing to the terms of this
      Non-Compete-Non Disclosure and Confidentiality Agreement, and for HRI providing
      the compensation provided as part of this agreement, you agree as
      follows:

    


    You
      shall
      not at any time during or after your employment with HRI: 

    


    
      	A.  	
              Appropriate
                or use the trade secrets incorporated in the confidential information
                and
                materials provided you, or any portion thereof, in any business which
                is
                not operating within and as a part of the System
                C.

            


    

    


    
      	B.  	
              Disclose
                or reveal any portion of the confidential information pertaining
                to HR
                System C to any person, other than your attorneys as an incident
                to their
                investigatory and advisory services on your behalf or your direct
                employees who need the information to better understand their sales
                duties.

            


    

    


    
      	C.  	
              Acquire
                any right to use any of this material including the name, mark or
                other
                intellectual property or right, which is or may be granted by this
                Agreement except in connection with the operation of business within
                and
                as a part of the HR System C. 

            


    

    


    
      	D.  	
              Communicate,
                divulge or use for the benefit of any other person or entity, other
                than
                to employees of HRI in performance of their duties, any of this
                confidential information, intellectual properties or knowledge or
                know-how
                concerning the methods of developing an HRI Zone operation or the
                operation of an HRI Builder Partnership utilizing the System C which
                may
                be communicated to you by HRI in connection with this Agreement.
                

            


    

    


    
      	E.  	
              You
                agree not to in any way allow these documents out of your possession.
                You
                may use HRI aids in discussing these ideas with other HRI employees
                or
                legal advisors to assist them in explaining these documents to you,
                but
                you will not, nor will you allow anyone else, to copy any of the
                documents
                described herein and you are not to distribute them in any
                way.

            


    

    


    
      	F.  	
              You
                agree that the provisions described in this Agreement are and have
                been a
                primary inducement to HRI to enter into this Agreement and that,
                in the
                event of a breach thereof, HRI would be irreparably harmed and would
                be
                without adequate remedy of law.

            


    

    


    
      	G.  	
              In
                the event of Your breach, or threatened or attempted breach, of any
                of the
                provisions of this Agreement, HRI shall be entitled, in addition
                to any
                other remedies it may have hereunder or at law or at equity (including
                the
                right to terminate this Agreement), to a preliminary injunction or
                injunctions and a decree for specific performances of the terms and
                conditions hereof without the necessity of showing actual or threatened
                damages, and without being required to furnish a bond or other
                security.

            


    

    


    
      	H.  	
              If
                any Court or other tribunal having jurisdiction to determine the
                enforceability of this Agreement determines that it would be invalid
                or
                unenforceable as written, then the provision hereof shall be deemed
                to be
                modified or limited to such extent or in such manner as necessary
                for such
                provision to be deemed valid and/or enforceable to the greatest extent
                possible.

            


    

    


    
      	 	
                     
                I.

            	
              You
                shall be responsible to make every reasonable effort to ensure the
                compliance of any individual under your supervision or perview with
                the
                terms contained in this Agreement.

            


    

    


    In
      addition to the terms of non-disclosure above, if for any reason you terminate
      this consulting agreement with HRI, you agree that, during the two-year period
      following such termination, you will not work for any home design/build company
      or be engaged with any business in which the company or its affiliates are
      engaged, including an organization providing services to same that is directly
      or indirectly competing with HRI or is developing a system similar to “System
      C”. 

    


    


    AGREED
      TO AND ACCEPTED
      this day
      first above written.

    


    


    Name
      of Consultant:

    


    


    ______________________________S
      E A L

     

     

    
      
        
        

      

      
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