Exhibit 10.2



 

EXHIBIT 10.2


April 4,
2005 





VIA
FACSIMILE: (760) 269-3112







Mr. Rob
Mackle

Members
of COBS Homes

COBS
Homes

2221 S.
El Camino Real

Oceanside,
CA 92054




Gentlemen:




Reference
is made to the Membership Interest Purchase Agreement dated March 16, 2005,
signed, and electronically delivered to HouseRaising, Inc. on March 31,
2005.




We hereby
amend the agreement as follows:

 


		1)	Paragraph
      4 on page 1; ‘whereby with a projected closing to occur on or before June
      17,2005’
      is hereby substituted for the language ‘with a projected closing on or
      before May 16,2005’
      and in the same paragraph; ‘If this agreement does not close on or before
      July 1, 2005, either
      party may terminate this agreement’ is hereby substituted for the language
      ‘If this agreement
      does not close on or before June 1, 2005, either party may terminate this
      agreement.’








		2)	Paragraph
      5 on page 1; ‘If HouseRaising, Inc. does not notify COBS in writing that
      it has completed
      and approved its due diligence and financial review on or before June 10,
      2005’ is is
      hereby substituted for the language ‘If HouseRaising, Inc. does not notify
      COBS in writing that
      it has completed and approved its due diligence and financial review on or
      before April 30,
      2005.’



 


		3)	Paragraph
      1.06 on page 4; ‘within forty-five (45) days following the signing of this
      agreement’
      is hereby substituted for the language ‘within ten (10) days following the
      signing of
      this agreement.’










		4)	Paragraph
      1.10 on page 5; ‘The closing contemplated hereby shall be held at a
      mutually agreed
      upon time and place on or before June 17, 2005’ is hereby substituted for
      the



   
language ‘The closing contemplated hereby shall be held at a mutually agreed
upon time and place on
or before April 29, 2005.’

 

 








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Mr. Rob
Mackle

April 4,
2005

Page
2.

 

Kindly
evidence your agreement to the foregoing amendments by signing in the space
provided below and sending a copy of this letter agreement to us by fax at
704.536.0928.




Sincerely,






	 HouseRaising,
  Inc.
	 
 	 
 	 
 
	By:  /s/ Charles M. Skibo
	
      

      Name: Charles M. Skibo
	Title:  Chairman and CEO 




 

Agreed to
and Accepted as 


Of the
Date first written above:









	 COBS Homes,
LLC
	 
 	 
 	 
 
	By:  /s/ Robert Mackle
	
      

      Name: Robert Mackle
	Title:  Chief
      Manager 




 





	
                                                       
      Members of COBS Homes, LLC:

	 	 
	 	 
	
                               
      [conformed signatures of members intentionally omitted]

	 	 
	 	 
	
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