EXHIBIT
        10.1
  **AMENDED
        AND RESTATED MANAGEMENT AGREEMENT**
  This
        Management Agreement (this “Agreement”) dated this 1 st day of
        September, 2004, as amended, (the "Effective Date"), by and between HouseRaising,
        Inc. ,
        a North
        Carolina corporation with offices in Charlotte, North Carolina (the “Company”),
        and ROBERT V. McLEMORE, a resident of North Carolina (the
“Executive”).
 
 **W
        I T N E S S E T H:**
 
 WHEREAS,
        the Company is engaged in and seeks to expand its business in the house building
        and related industry segments, and the Executive has substantial experience
        in
        managing and operating businesses and as a senior management executive that
        would be very beneficial to the Company’s operations and future
        prospects;
 
 WHEREAS,
        the Executive has actively managed and provided other valuable services to
        the
        predecessor to the Company without regular compensation since its inception
        in
        2001;
 
 WHEREAS,
        the Company believes its progress and its prospects for future development
        and
        growth would be significantly enhanced if the Executive were to serve as
        the
        Company’s President;
 
 WHEREAS,
        the Board of Directors of the Company (the “Board”) has authorized this
        Agreement with the Executive and has approved its terms and conditions, all
        of
        which the Board has found to be reasonable, proper, and in the best interest
        of
        the Company;
 
 WHEREAS,
        the Company and the Executive desire to set forth the terms and conditions
        pursuant to which the Executive will be engaged by the Company; and
 
 WHEREAS,
        the Executive is willing to be engaged by the Company pursuant to the terms
        and
        conditions set forth herein;
 
 NOW
        THEREFORE, in consideration of the foregoing premises and of the mutual
        covenants and undertakings contained herein, the parties to this agreement
        hereby agree as follows:
 
 **ARTICLE
        I**
 
 **MANAGEMENT
        DUTIES AND COMPENSATION**
 
 **1.01** **(a)** **Initial
        Terms of Management Duties.** The
        Company and the Executive hereby agree that for a fifty month (50) month
        period
        beginning on the Effective Date, the Company shall engage the Executive as
        President and the Executive shall perform services for the Company at the
        Company’s headquarters location. The last day of such fifty (50) month period
        shall be the "Termination Date" for purposes of this Agreement.
 
 **(b)** **Renewal
        of Term.** Unless
        the Company shall have given the Executive written notice at least 180 days
        prior to the Termination Date, this Agreement shall renew and continue in
        effect
        for additional one-year periods (and all provisions of this Agreement shall
        continue in full force and effect), and each successive anniversary from
        such
        original Termination Date shall thereafter be designated as the “Termination
        Date” for all purposes under this Agreement, provided, however, that the Company
        may, at its election at any time after the expiration of the initial term
        of
        this Agreement, give the Executive notice of termination, in which event
        the
        Executive shall continue to receive, as severance pay, his base salary, if
        any,
        and benefits set forth in Paragraphs (d) and (f) below for 12 full months
        following such notice of termination. During such 12-month severance period,
        the
        Board may modify the Executive’s duties as described in Paragraph (c) below
        without triggering the provisions of Section 2.03 below. The Company agrees
        that
        it will not unreasonably withhold any annual renewals of this
        Agreement.
 
 **(c)** **Duties:**
 As
        President of the Company, the Executive shall carry out the strategic plans
        and
        policies as established by the Board of Directors of the Company and shall
        report to the Chairman and Chief Executive Officer and the Board of Directors.
        The Executive’s duties shall include but not be limited to the following:
 
 (i)
              Supporting
                  the operations and administration of the Board of Directors by
                  advising
                  and informing Board members with regard to the operations of the
                  Company
                  and interfacing between the Board, the Chairman and Chief Executive
                  Officer, and the staff of the Company;
  
  (ii)
              Supporting
                  the design, marketing, promotion, delivery, and quality of company
                  programs, products, and services;
 
 (iii)
              Reviewing
                  a yearly budget for Board approval and prudently managing the Company’s
                  resources within those budgetary guidelines according to current
                  laws and
                  regulations;
 
 (iv)
              Assisting
                  in the effective management of the human resources of the organization
                  according to authorized personnel policies and procedures that
                  fully
                  conform to current laws and regulations;
 
 (v)
              Assisting
                  in the identification and research of potential sources of capital
                  and
                  establishing strategies to obtain funding from such sources;
                  and
 
 (vi)
              Assuring
                  that the Company and its mission programs, products and services
                  are
                  consistently presented in strong, positive image to relevant stakeholders.
 
 As
        the
        President of the Company, the Executive shall be entitled to exercise all
        rights
        and power and shall have all the privileges and authorities commensurate
        with
        his offices, including without limitation:
 
 (i)
              The
                  full authority for the operations and conduct of the business of
                  the
                  Company;
 
 (ii)
              General
                  decision-making authority with respect to the day-to-day operations
                  of the
                  business of the Company;
 
 (iii)
              The
                  engagement, retention, and termination of employees and independent
                  contractors of the Company, the setting of the compensation and
                  other
                  material terms of employment or engagement of employees and independent
                  contractors and the establishment of work rules for employees;
                  and
 
 (iv)
              The
                  initiation, development, and implementation of new business, subject
                  only
                  to the supervision of the Board and the Chairman and Chief Executive
                  Officer. The Executive shall render his services thereunder in
                  the
                  headquarters city (or other headquarters location approved by the
                  Board)
                  subject to such reasonable travel as may be required to perform
                  his duties
                  hereunder. The Executive shall devote such time as is required
                  to perform
                  his services hereunder.
 
 **(d)** **Compensation
        and Expenses:**
 Commencing
        on January 1, 2005, and on the first day of each subsequent calendar quarter
        until the Company receives not less than Five Million Dollars ($5,000,000)
        in
        new equity or debt financing (a “Qualified Financing”), the Executive shall be
        issued One Hundred Twenty Five Thousand (125,000) shares of the Company’s Common
        Stock for the services rendered pursuant to this Agreement. Such shares will
        be
        issued under the Company’s 2004 Non-Qualified Stock Compensation Plan and shall
        be registered by the Company with the U.S. Securities and Exchange Commission
        on
        Form S-8 prior to issuance. The Company shall reimburse the Executive for
        expenses incurred providing services to the Company under this
        Agreement.
 
 Commencing
        on October 1, 2005, and on the first day of each subsequent calendar quarter
        until the Company receives Qualified Financing, the Executive shall be issued
        shares of the Company’s Common Stock for the services rendered pursuant to this
        Agreement equal to $87,500 per quarter. Such shares will be issued by dividing
        the $87,500 by the closing price for 5 days preceding the quarter and be
        issued
        under the Company’s 2004 Non-Qualified Stock Compensation Plan and shall be
        registered by the Company with the U.S. Securities and Exchange Commission
        on
        Form S-8 prior to issuance.
 
 Commencing
        on the closing date of a Qualified Financing, and for each renewal term
        thereafter, the Executive shall receive gross base salary pursuant to this
        Agreement as set forth below:
  (i)
              For
                  the remaining balance of the initial fifty (50) month term remaining
                  subsequent to the closing of the Qualified Financing, $350,000
                  per year
                  payable at a rate of $29,166 per month for the twelve months following
                  October 1, 2005, $400,000 per year payable at a rate of $33,333
                  per month
                  for the twelve months following October 1, 2006, $450,000 per year
                  payable
                  at a rate of $37,500 per month for the twelve months following
                  October 1,
                  2007 and will continue at that rate for the duration of this contract
                  or
                  any renewals unless the Board increases the Executive’s base compensation
                  above $37,500 per month, which it may do during this contract period
                  or
                  any renewal period.”
 
 Nothing
        herein shall be deemed to restrict the right of the Board to increase the
        Executive’s annual gross base salary, bonuses, and fringe benefits or grant
        stock options at any time in its discretion.
 
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 **(e)** **Bonuses.** The
        Executive shall be entitled to such bonuses as are described in Exhibit A
        attached hereto.
 
 **(f)** **Fringe
        Benefits.** The
        Company shall provide to Executive, during the term of his engagement
        hereunder:
 
 (i)
              All
                  so-called “fringe benefits” including, but not limited to, participation
                  in pension plans, profit-sharing plans, hospitalization insurance,
                  medical
                  insurance, dental insurance, disability insurance, life insurance,
                  and the
                  like that are granted to or provided for eligible employees or
                  contractors
                  of the Company, or that may be granted to or provided for during
                  the term
                  of the Executive’s engagement under this Agreement; and upon termination
                  of Executive’s services with the Company, the Executive may, at his option
                  and at his expense, continue the Executive’s
                  hospitalization/medical/dental/disability and life insurance policy
                  without interruption until his death, if permitted by the terms
                  of such
                  group policies.
 
 (ii)
              Four
                  weeks’ paid vacation per year.
 
 (iii)
              A
                  monthly housing and auto allowance of $5,000.00 which will be paid
                  monthly
                  to Executive at the first of each month during the period of this
                  contract
                  or any renewals hereunder.
 
 **(g)** **Initial
        Stock Options.** In
        consideration for his services hereunder, immediately following the closing
        of a
        Qualified Financing, the Company hereby grants to the Executive an option
        to
        acquire shares of the Company’s Common Stock as described in Exhibit
        B.
 
 **(h)** **Travel
        and Reimbursement of Expenses.** Subsequent
        to the closing date of Qualified Financing, the Company agrees to pay to
        on
        behalf of Executive the cost of travel and other expenses incurred by Executive
        on the Company’s behalf. It is understood that the Company will reimburse
        Executive for reasonable travel expenses between the Company headquarters
        and
        other office locations.
 
 **ARTICLE
        II**
 
 **RIGHTS
        ON TERMINATION OF AGREEMENT**
 
 **2.01** **Right
        to Terminate Agreement.** At
        any
        time subsequent to the closing of a Qualified Financing, the Executive may,
        at
        his option, terminate his engagement under this Agreement upon not less than
        60
        days’ written notice to the Board of Directors of the Company given at any time.
        In the event of the termination of this Agreement by the Executive, the
        Executive shall be entitled to:
 
 (i)
              a
                  portion of his monthly salary and any accrued bonus earned by the
                  Executive prior to the date of termination, computed pro rata up
                  to and
                  including the date of termination; and
 
 (ii)
              exercise
                  during the 90-day period following the Executive's termination,
                  any
                  unexercised stock options that are vested as of the date of termination.
                  Other than the foregoing, the Executive shall be entitled to no
                  further
                  compensation of any kind after the date of termination.
 
 **2.02** **Disability.** If,
        because of mental or physical disability, the Executive shall be incapable
        for a
        period of six consecutive months (the “Disability Period”) of performing his
        obligations and agreements hereunder (hereinafter referred to as a “Disability”)
        during which period the provision of this Agreement will continue to apply
        in
        full force and effect, then, at the election of the Company expressed to
        the
        Executive in writing, this Agreement shall terminate at the end of such
        Disability Period, except that the Executive shall receive 75% of his base
        salary then in effect for one year from the date of termination, together
        with
        the bonuses described on Exhibit A hereto. The Company may at its option
        alternatively purchase an insurance policy that will provide the same disability
        benefit to the Executive. Additionally, any stock options previously granted
        but
        not vested shall become vested upon termination for Disability by the Company.
        The determination of whether the Executive has suffered a Disability shall
        be
        made by three licensed medical doctors: one chosen by the Company, one chosen
        by
        the Executive, and one chosen by the two doctors so chosen.
 
 **2.03**
              **Rights
                  Upon Termination of Engagement Without Cause Prior to the
                  Termination:**
 The
        Company may terminate the Executive’s services without Cause (as defined in
        Section 4.20 below) by delivering written notice of such termination to the
        Executive. In addition, any:
 
 (i)
              Material
                  change of the Executive’s title, responsibilities, or authority by the
                  Board without the Executive’s concurrence which is not cured within 30
                  days after notice by the Executive,
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  (ii)
                  Material
                      breach by the Company of this Agreement which continues for
                      30 days after
                      notice by the Executive, or
 (iii)
              a
                  change in control of the Company that is required to be reported
                  by the
                  Company on Form 8-K,
 
 shall
        be
        deemed termination by the Company without Cause. In the event of termination
        pursuant to clauses (i), (ii), or (iii) of the preceding sentence, the Executive
        shall be entitled to give notice of termination, which notice shall have
        the
        same effect as a notice delivered by the Company, or
 
 If,
        prior
        to the Termination Date, the Company terminates the Executive’s engagement for
        any reason other than Cause or Disability, then the Company shall:
 
 (i)
              Continue
                  to pay the Executive (in the same manner as prior to such termination)
                  after the date of such termination the compensation provided under
                  Section
                  1.01 above through the Termination Date as if the Executive had
                  been
                  engaged hereunder during such
                  period;
 
 (ii)
              Pay
                  all bonuses quarterly as if the mutually agreed upon targets were
                  met;
 
 (iii)
              Provide
                  the Executive with continued coverage through the Termination Date
                  under
                  any employee benefit plan (as such term is defined in Section 3(3)
                  of the
                  Employee Retirement Income Security Act of 1974, as amended) then
                  maintained by the Company and in which the Executive then participates
                  or
                  any successor plan thereof. Notwithstanding 2.03(iii) above, the
                  Company
                  hereby agrees to maintain the Executive’s
                  hospitalization/medical/dental/disability and life insurance policy
                  in
                  effect at the time of termination through the full period of this
                  Agreement, to continue to pay any premium to maintain the policy
                  through
                  the full period of this Agreement, and the Executive may, at his
                  option
                  and his expense at the end of this Agreement or termination, continue
                  the
                  policy without interruption until his death if permitted by the
                  terms of
                  such policy; and
 
 (iv)
              All
                  stock options will immediately vest, and the stock granted to the
                  Executive upon his exercise of such options shall be unrestricted
                  except
                  for any governmental restrictions and registered if the Company
                  is a
                  public company at the time of termination or subsequently becomes
                  public.
 
 **2.04**
              **Right Upon Termination of Engagement for
                  Cause**
 The
        Company shall have the right at any time, by giving written notice to Executive
        to terminate Executive’s engagement for Cause. Cause shall be deemed to have
        occurred if the Executive is convicted of a felony or a crime involving fraud,
        gross negligence, or significant mismanagement of the business. Upon such
        termination for Cause, Executive shall be paid his current monthly salary
        and
        any bonuses earned up to that point, and Executive may exercise any unexercised
        options that are vested. Executive shall forfeit all unexercised options
        not
        then vested.
 
 **2.05**
              **Beneficiaries of Payments**
 If
        the
        Executive shall die before receiving all payments to be made by the Company
        to
        him pursuant to any of the provisions of this Agreement, all such payments
        or
        any remaining payments, as the case may be, shall be made by the Company
        to such
        beneficiary or beneficiaries as the Executive may designate from time to
        time by
        notice in writing filed with the Company, or if the Executive shall fail
        or fail
        effectively to designate a beneficiary, or if no beneficiary shall survive
        the
        date when the last payment is to be made, any remaining payments shall be
        made
        to the Executive’s estate.
  **ARTICLE
        III**
 
 **PROTECTIONS/CONFIDENTIALITY**
 
 **3.01**
              **Covenants
                  Regarding Protections:**
 The
        Executive hereby agrees and covenants to the following:
 
 **(a)** **Solicitation
        of Customers and Registered Primary Vendors:**
 During
        the term of this Agreement and for a period of six months following the
        termination of this Agreement by either party (other than a termination of
        this
        Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
        above), the Executive hereby agrees not to solicit or contact in any manner
        that
        could be reasonably construed as a solicitation, any past or current customer
        or
        registered primary vendor of the Company for purposes of encouraging such
        customer to refrain from purchasing products or services from the Company
        or for
        purposes of encouraging such vendor to refrain from providing services or
        selling products to the Company. Notwithstanding the above, if the Executive
        should leave the Company and join a competitive company, it is recognized
        by the
        parties that the industry utilizes a variety of marketing and sales techniques
        such as direct mail, telemarketing, advertising, etc., and the customer might
        be
        contacted by the Company that the Executive joins as a matter of course,
        and in
        this event this practice would not be considered a violation of this
        Agreement.
 
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 **(b)** **Solicitation
        of Executives:**
 During
        the term of this Agreement and for a period of six months following the
        termination of this Agreement by either party (other than a termination of
        this
        Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
        above), the Executive hereby agrees not to employ, either directly or indirectly
        through any entity in which the Executive is an executive officer, and agrees
        not to solicit, or contact in any manner that could reasonably be construed
        as a
        solicitation, any executive officer or director of the Company for purposes
        of
        encouraging such person to leave or terminate his engagement with the
        Company.
 
 **3.02**
              **Confidentiality;
                  Competitive or Personal
                  Disparagement:**
 The
        Executive and the Company hereby agree that neither will, during the term
        of the
        Executive’s engagement or at any time following the termination hereof for any
        reason, do or cause to have done any of the following:
 
 (i)
              Without
                  the prior written consent of the other party, use for its own purposes
                  or
                  disclosure to any person or other entity any confidential and/or
                  proprietary information of the Company or the Executive;
                  and
 
 (ii)
              Each
                  party agrees that it will not disparage the other
                  party.
 
 **3.03**
              **Enforcement:**
 The
        Executive and the Company recognize that the provisions of this Agreement
        are
        vitally important to the continuing welfare of the Company and the Executive
        and
        that money damages constitute an inadequate remedy for any violation thereof.
        Accordingly, in the event of any such violation by the Executive or the Company,
        the Company or the Executive, in addition to any other remedies it may have,
        shall have the right to institute and maintain a proceeding to compel specific
        performance thereof or to issue an injunction restraining any action by the
        Executive or the Company in violation of the Agreement.
 
 **ARTICLE
        IV**
 
 **4.01**
              **Indemnifications:**
 The
        parties agree that the Executive shall be indemnified by the Company against
        any
        liability asserted against the Executive (and expenses, including without
        limitation, reasonable attorney’s fees, court costs, and other legal expenses
        incurred in connection therewith) by reason of his position with the Company
        or
        any subsidiary to the full extent a North Carolina corporation may indemnify
        an
        officer or director under the North Carolina General Corporate Law.
 
 **4.02**
              **No
                  Obligation to Mitigate
                  Damages:**
 In
        the
        event of a termination of engagement upon a change in control, the Executive
        shall not be required to mitigate damages by seeking other
        engagement.
 
 **4.03**
              **Arbitration
                  and Remedies:**
 (a) All
        disputes, differences, or questions between the parties concerning the
        construction, interpretation, and effect of the Agreement, or the rights,
        obligations, and liabilities of the parties, and which have as their sole
        remedy
        monetary damages, will be settled by arbitration in the City of Charlotte,
        North
        Carolina, or such other place as the parties may mutually agree. In the case
        of
        a dispute, difference, or question, one party shall appoint its arbitrator
        and
        shall notify the other party in writing (the “Arbitration Notice”) of the
        appointment and the matter to be determined. If the party receiving the
        arbitration notice fails to appoint an arbitrator and notify the first party
        of
        such appointment for 15 days after receipt of such notice, the decision of
        the
        arbitrator appointed by the first of the parties shall be final and binding
        on
        both of the parties hereto. If two arbitrators are appointed, they shall
        meet
        within 30 days after appointment of the second arbitrator. If they do not
        agree
        as to their decision, they shall choose a third arbitrator, failing which
        third
        arbitrator shall be selected in accordance with the rules of the American
        Arbitration Association. The arbitration shall be held as promptly as possible
        at such time and place in the designated city as the arbitrators may determine.
        The decision of the arbitrators so appointed, or a majority of them, will
        be
        final and binding upon the parties hereto. Judgment upon the award may be
        entered in any court having jurisdiction, or application may be made to such
        court for judicial acceptance of the award and an order to enforce, as the
        case
        may be. If the arbitrator appointed refuses to act, is incapable of acting,
        or
        dies, a substitute for him shall be appointed in the manner provided
        above.
 
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 (b) Each
        of
        the parties to the Agreement will be entitled to enforce its rights under
        the
        Agreement specifically, to recover damages by reason of any breach of any
        provision of this Agreement and to exercise all other rights existing in
        its
        favor. The parties hereto agree and acknowledge that money damages may not
        be an
        adequate remedy for any breach of the provisions of the Agreement and that
        any
        party may, in its sole discretion, apply for specific performance and/or
        injunctive relief in either a federal or state court to enforce or prevent
        any
        violations of the provisions of this Agreement.
 
 **4.04**
              **Legal Cost and
                  Indemnification:**
 The
        Company shall pay the Executive all legal fees and expenses incurred by him
        as a
        result of his termination without Cause or Disability, including but not
        limited
        to, all such fees and expenses, if any, incurred in contesting or disputing
        any
        such termination or in seeking to obtain or enforce any right or benefit
        provided in this Agreement through legal process or arbitration, if the
        Executive shall be wholly successful on the merits, such amounts not to exceed
        any court-directed maximum.
 
 **4.05**
              **Notices:**
 (a) Any
        notice to be given concerning this Agreement shall be given in writing and
        either (i) sent by certified or registered mail, return receipt requested,
        postage prepaid; or (ii) hand-delivered to the recipient personally. In the
        case
        of notice sent by mail, the date of the giving of the notice shall be deemed
        to
        be (i) the date of the postmark of the executed return receipt or (ii) the
        date
        of actual receipt if not postmarked by the United States Postal Service.
        In the
        case of notice being hand-delivered, a written dated receipt shall be given
        therefor. Hand-delivery of any notice to the Company shall be delivered to
        the
        Company’s chief financial officer personally.
 
 (b) Notice
        shall be sent as follows:
  If
                    to the Executive:
                ROBERT
                    V. McLEMORE4118
                    Sharon Commons LaneCharlotte,
                    North Carolina 28210If
                    to the Company:
                HouseRaising,
                    Inc.4801
                    E. Independence Blvd. Suite 201Charlotte,
                    North Carolina 28212
 (c) By
        giving
        notice to all other parties, any party may, from time to time, designate
        a
        different address to which notice by mail to such party shall be
        sent.
 
 **4.06**
              **Successors and Assigns; Survival in Case of
                  Merger:**
 (a) This
        Agreement is intended to bind and inure to the benefit of, and be enforceable
        by, the Executive and the Company and their respective successors and
        assigns.
 
 (b) Without
        limiting the effect of the foregoing, this Agreement and all of its terms
        shall
        survive, and be enforceable by the Executive, notwithstanding any merger,
        consolidation, combination, or reorganization of the Company with or into
        any
        other entity or person (“Surviving Entity”), including but not limited to any
        other corporation, partnership, or other similar organization, whether or
        not
        the Company is the Surviving Entity of such merger, consolidation, combination,
        or reorganization. The Surviving Entity shall be bound by this Agreement
        to the
        same extent as if such Surviving Entity had entered into the Agreement with
        the
        Executive on the Effective Date.
 
 (c) As
        a
        condition of any merger, consolidation, combination, or reorganization of
        the
        Company as discussed in Section 4.06(b) above, the Company agrees to include,
        as
        a condition of consummation of such merger, consolidation, combination, or
        reorganization, an undertaking by the Surviving Entity, pursuant to which
        the
        Surviving Entity shall agree in writing to be bound by this
        Agreement.
 
 **4.07**
              **Amendment; Waiver:**
 No
        amendment or other modification of this Agreement nor any waiver of any term
        of
        this Agreement shall be valid unless it is in writing and signed by the party
        against whom enforcement of the amendment, modification, or waiver is sought.
        No
        waiver by any party of the breach of any term contained in this Agreement,
        whether by conduct or otherwise, in any one or more instances, shall be deemed
        to be or construed as a further or continuing waiver of any such breach of
        any
        other term of this Agreement.
 
 **4.08**
              **Further Assurances:**
 Each
        party hereto agrees to perform any further acts and to execute and deliver
        any
        further documents mutually agreed to in writing that may be reasonably necessary
        to carry out the provisions of this Agreement.
 
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 **4.09**
                **Severability:**
 In
        the
        event that any of the provisions, or portions thereof, of this Agreement
        are
        held to be unenforceable or invalid by any court of competent jurisdiction,
        the
        validity and enforceability of the remaining provisions, or portions thereof,
        shall not be affected thereby.
 
 **4.10**
              **Construction:**
 Whenever
        used herein, the singular number shall include the plural, and the plural
        number
        shall include the singular.
 
 **4.11**
              **Gender:**
 Any
        references hereto to the masculine gender, or to the masculine form of any
        noun,
        adjective, or possessive, shall be construed to include the feminine or neuter
        gender and form, and vice versa.
 
 **4.12**
              **Headings**
 The
        headings contained in this Agreement are for purposes of reference only and
        shall not limit or otherwise affect the meaning of any of the provisions
        contained hereof.
 
 **4.13**
              **Multiple Counterparts:**
 This
        agreement may be executed in multiple counterparts, each of which shall be
        deemed to be an original but all of which together shall constitute one and
        the
        same instrument.
 
 **4.14**
              **Governing Law:**
 THIS
        AGREEMENT HAS BEEN EXECUTED IN AND SHALL BE COVERED BY THE LAWS OF THE STATE
        OF
        NORTH CAROLINA AND THE OBLIGATIONS OF THE PARTIES HERETO SHALL BE PERFORMABLE
        IN
        CHARLOTTE, NORTH CAROLINA.
 
 **4.15**
              **Inurement:**
 Subject
        to the restrictions against transfer or assignment as herein contained, the
        provisions of the Agreement shall inure to the benefit of, and shall be binding
        on, the assigns, successors in interest, personal representatives, estates,
        heirs, and legatees of each of the parties thereto.
 
 **4.16**
              **Waiver:**
 No
        waiver
        of any provision or condition of this Agreement shall be valid unless executed
        in writing and signed by the party to be bound thereby and then only to the
        extent specified in such waiver. No waiver of any provision or condition
        of this
        Agreement shall be construed as a waiver of any other provision or condition
        of
        this Agreement and no present waivers of any provision or condition of this
        Agreement shall be construed as a future waiver of such provision or
        condition.
 
 **4.17**
              **Entire Agreement:**
 This
        Agreement contains the entire understanding between the parties hereto
        concerning the subject matter contained herein.
 
 IN
        WITNESS WHEREOF, the parties to the Agreement have set their respective hands
        hereto as of the date first written above.
  **THE
                EXECUTIVE**By:
              /s/ Robert
                V. McLemore
  **THE
                COMPANY**HOUSERAISING,
                INC.By:
              /s/ Gregory
                J. WesslingGregory
                J. WesslingChairman
                and Chief
                Executive Officer
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  **EXHIBIT
        A**
 
 **BONUSES**
 
 
 ·
              **Period
                  of Contract and Renewals:**
 Executive
        will be eligible for a bonus of up to 100% of his base annual salary; payable
        quarterly based upon the completion of Company objectives and performance
        criteria to be mutually agreed upon by Executive and the Board of Directors
        at
        the beginning of each year.
 
 ·
              **Note:**
 Regardless
        of any other objectives established, if the Company is successful in completing
        a Qualified Financing, then the first year’s objectives shall be deemed to have
        been met. If the Company raises $5 million in a Qualified Financing, then
        the
        first two years’ objectives shall be deemed to have been met. Moreover, if
        during the first year of operations the Company reaches a market capitalization
        of $50 million or more, then the first year’s objectives shall be deemed to have
        been met. If in the second year of operation a market capitalization of $75
        million or more is achieved, then the second year’s objectives shall be deemed
        to have been met, and if, in the third year of operation, a market
        capitalization of $110 million or more is achieved, then the third year’s
        objectives shall be deemed to have been met.
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  **EXHIBIT
        B**
 
 **STOCK
        OPTIONS**
  Executive
        is granted, upon execution of this Agreement and payment of Fifty Dollars
        ($50.00), an option for five million shares at a price of fifty cents ($0.50)
        per share exercisable at any time during the ensuing ten years. The Company
        agrees that, in the event that a Qualified Financing causes the Executive’s
        fully diluted equity ownership to drop below fifteen percent (15%) of the
        total
        outstanding shares issued (including all options, warrants, and convertible
        preferred), then the Company will increase the number of shares covered by
        the
        above option to bring the Executive’s total shares to fifteen percent (15%), not
        to exceed a total of six million shares.
 
 The
        stock
        option shall vest 25 percent (25%) upon the closing of a Qualified Financing,
        and the balance over a three-year period, 33.4% of the balance vesting upon
        the
        first anniversary date of the closing of a Qualified Financing, 33.3% of
        the
        balance vesting at the end of the second anniversary date of the closing
        of a
        Qualified Financing, and the remainder vesting at the end of the third
        anniversary date of the closing of a Qualified Financing. Notwithstanding
        the
        above, after the initial 25% vesting of the option grant, all of the remaining
        option will vest upon the Company reaching a market capitalization of $75
        million or more.
 
 Additionally,
        the Executive has the right at any time to exercise all of his option or
        any
        portion of the total option, in which event the Executive will take ownership
        of
        such stock but the Company will issue stock certificates to the Executive
        according to the vesting schedule above and affix an appropriate restrictive
        legend referencing this Agreement.
 
 In
        the
        event Executive elects to exercise his rights in the preceding paragraph
        and if
        Executive requests ratable issuance, Company agrees to issue shares ratably
        at
        25% upon the closing of a Qualified Financing and the balance at
        1/36 th per
        month starting at the beginning of the first year. At any time the Company
        reaches a valuation of $75 million or more or there is a change in control
        requiring the filing of a Current Report on Form 8-K, or the sale of the
        Company
        is consummated, then the Company will issue all shares upon such
        events.
 
 There
        will be no buy-back rights in such shares and the grant of any option does
        not
        imply any right to continued engagement except what is provided
        herein.
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