Exhibit
      10.1

     

    DIRECTOR
      AND OFFICER INDEMNIFICATION AGREEMENT

     

    THIS
      INDEMNIFICATION AGREEMENT, dated as of December __, 2007 (this "Agreement"),
      is
      made by and between HOUSERAISING, INC., a North Carolina corporation (the
      "Company"), and _________________________ ("Indemnitee").

     

    RECITALS

     

    A.
      It is
      important to the Company to attract and retain as directors and officers the
      most capable persons reasonably available.

     

    B.
      Indemnitee is a director and/or officer of the Company.

     

    C.
      Both
      the Company and Indemnitee recognize the increased risk of litigation and other
      claims being asserted against directors and officers of companies in today's
      environment.

     

    D.
      The
      Company's Amended Articles of Incorporation and By-laws (together, the
      "Constituent Documents") do not provide that the Company will indemnify its
      directors and officers and will advance expenses in connection therewith, and
      Indemnitee's continued willingness to serve as a director and/or officer of
      the
      Company, or at the Company's request to serve another entity in any capacity,
      is
      based in part on the Company’s agreement to provide indemnification of directors
      and officers by contract.

     

    E.
      In
      recognition of Indemnitee's need for substantial protection against personal
      liability in order to encourage Indemnitee's continued service to the Company
      or, at the Company's request, another entity, in an effective manner, and to
      provide Indemnitee with express contractual indemnification (regardless of,
      among other things, the absence of indemnification provisions in the Company’s
      Consituent Documents), the Company wishes to provide in this Agreement for
      the
      indemnification of Indemnifiable Losses (as defined in Section 1(d)) and the
      advancement of Expenses (as defined in Section 1(c)) to Indemnitee as set forth
      in this Agreement and, to the extent insurance is maintained, for the continued
      coverage of Indemnitee under the Company's directors' and officers' liability
      insurance policies.

     

    NOW,
      THEREFORE, the parties hereby agree as follows:

     

    1.
      CERTAIN DEFINITIONS. In addition to terms defined elsewhere herein, the
      following terms have the following meanings when used in this Agreement with
      initial capital letters:

     

    (a)
      "AFFILIATE" has the meaning given to that term in Rule 405 under the Securities
      Act of 1933, provided, however, that for purposes of this Agreement the Company
      and its subsidiaries will not be deemed to constitute Affiliates of Indemnitee
      or the Indemnitee.

     

    (b)
      "CLAIM" means any threatened, pending or completed action, suit or proceeding
      (whether civil, criminal, administrative, arbitrative, investigative or
other),
      whether instituted by the Company or any other party (including, without
      limitation, any governmental entity), or any inquiry or investigation, whether
      instituted by the Company or any other party (including, without limitation,
      any
      governmental entity) that Indemnitee in good faith believes might lead to the
      institution of any such action, suit or proceeding.

     

    (c)
      "EXPENSES" includes all attorneys' and experts' fees, expenses and charges
      and
      all other costs, expenses and obligations paid or incurred in connection with
      investigating, defending, or participating (as a party, a witness, or otherwise)
      in (including on appeal), or preparing to defend or participate in, any
      Claim.

     

    
      
         

      

      
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    (d)
      "INDEMNIFIABLE LOSSES" means any and all Expenses, damages, losses, liabilities,
      judgments, fines, penalties and amounts paid or payable in settlement
      (including, without limitation, all interest, assessments and other charges
      paid
      or payable in connection with or in respect of any of the foregoing) relating
      to, resulting from or arising out of any act or failure to act by the
      Indemnitee, or his or her status as any person referred to in clause (i) of
      this
      sentence, (i) in his or her capacity as a director, officer, employee or agent
      of the Company, any of its Affiliates or any other entity as to which the
      Indemnitee is or was serving at the request of the Company as a director,
      officer, employee, member, manager, trustee, agent or any other capacity of
      another corporation, limited liability company, partnership, joint venture,
      trust or other entity or enterprise, whether or not for profit and (ii) in
      respect of any business, transaction or other activity of any entity referred
      to
      in clause (i) of this sentence.

     

    2.
      BASIC
      INDEMNIFICATION ARRANGEMENT. The Company will indemnify and hold harmless
      Indemnitee to the fullest extent permitted by the laws of the State of North
      Carolina in effect on the date hereof or as such laws may from time to time
      hereafter be amended to increase the scope of such permitted indemnification
      (but in no case less than the extent permitted under the laws in effect as
      of
      the date hereof) against all Indemnifiable Losses relating to, resulting from
      or
      arising out of any Claim. The failure by Indemnitee to notify the Company of
      such Claim will not relieve the Company from any liability hereunder unless,
      and
      only to the extent that, the Company did not otherwise learn of the Claim and
      such failure results in forfeiture by the Company of substantial defenses,
      rights or insurance coverage. Except as provided in Sections 4 and 18,
      Indemnitee will not be entitled to indemnification pursuant to this Agreement
      in
      connection with any Claim initiated by Indemnitee against the Company or any
      director or officer of the Company unless the Company has joined in or consented
      to the initiation of such Claim.

     

    3.
      ADVANCEMENT OF EXPENSES. The Indemnitee's right to indemnification in Section
      2
      of this Agreement shall include the right of Indemnitee to be advanced by the
      Company any Expenses. If so requested by Indemnitee, the Company will advance
      within two business days of such request any and all Expenses to Indemnitee
      which Indemnitee reasonably determines likely to be payable; provided, however,
      that Indemnitee will return, without interest, any such advance which remains
      unspent at the final conclusion of the Claim to which the advance related;
      and
      provided, further, that, except as provided in
      Section 18, all amounts advanced in respect of such Expenses shall be repaid
      to
      the Company by Indemnitee if it shall ultimately be determined in a final
      judgment that Indemnitee is not entitled to be indemnified for such
      Expenses.

     

    4.
      INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the generality or
      effect of the foregoing, the Company will indemnify Indemnitee against and,
      if
      requested by Indemnitee, will within two business days of such request advance
      to Indemnitee, any and all attorneys' fees and other Expenses paid or incurred
      by Indemnitee in connection with any Claim asserted or brought by Indemnitee
      for
      (i) indemnification or advance payment of Expenses by the Company under this
      Agreement or any other agreement or under any provision of the Company's
      Constituent Documents now or hereafter in effect relating to Claims for
      Indemnifiable Losses and/or (ii) recovery under any directors' and officers'
      liability insurance policies maintained by the Company, regardless of whether
      Indemnitee ultimately is determined to be entitled to such indemnification,
      advance expense payment or insurance recovery, as the case may be.

     

    5.
      PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any provision of this
      Agreement to indemnification by the Company for some or a portion of any
      Indemnifiable Loss but not for all of the total amount thereof, the Company
      will
      nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
      is
      entitled. Moreover, notwithstanding any other provision of this Agreement,
      to
      the extent that Indemnitee has been successful on the merits or otherwise in
      defense of any or all Claims relating in whole or in part to an Indemnifiable
      Loss or in defense of any issue or matter therein, including, without
      limitation, dismissal without prejudice, Indemnitee will be indemnified against
      all Expenses incurred in connection therewith. In connection with any
      determination as to whether Indemnitee is entitled to be indemnified hereunder,
      there will be a presumption that Indemnitee is so entitled, and the burden
      of
      proof shall, to the extent permitted by law, be on the Company to establish
      that
      Indemnitee is not so entitled.

     

    
      
         

      

      
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    6.
      NO
      OTHER PRESUMPTION. For purposes of this Agreement, the termination of any Claim
      by judgment, order, settlement (whether with or without court approval) or
      conviction, or upon a plea of nolo contendere or its equivalent, will not create
      a presumption that Indemnitee did not meet any particular standard of conduct
      or
      have any particular belief or that a court has determined that indemnification
      is not permitted by applicable law.

     

    7.
      NON-EXCLUSIVITY, ETC. The rights of Indemnitee hereunder will be in addition
      to
      any other rights Indemnitee may have under the Constituent Documents, or the
      substantive laws of the Company's jurisdiction of incorporation, any other
      contract or otherwise (collectively, "Other Indemnity Provisions"); provided,
      however, that (i) to the extent that Indemnitee otherwise would have any greater
      right to indemnification under any Other Indemnity Provision, Indemnitee will
      be
      deemed to have such greater right hereunder and (ii) to the extent that any
      change is made to any Other Indemnity Provision which permits any greater right
      to indemnification than that provided under this Agreement as of the date
      hereof, Indemnitee will be deemed to have such greater right hereunder. The
      Company will not adopt any amendment to any of the Constituent Documents
      the effect of which would be to deny, diminish or encumber Indemnitee's right
      to
      indemnification under this Agreement or any Other Indemnity
      Provision.

     

    8.
      LIABILITY INSURANCE. To the extent the Company maintains an insurance policy
      or
      policies providing directors' and officers' liability insurance (the "D&O
      Insurance"), Indemnitee will be covered by such policy or policies, in
      accordance with its or their terms, to the maximum extent of the coverage
      available for any director or officer of the Company. Notwithstanding the
      foregoing, the Company shall not be required to cover the Indemnitee under
      its
      D&O Insurance to the same extent as other directors or officers of the
      Company, or at all, if the Company determines in good faith that such insurance
      is not available, or the premium costs (or increases in premium costs of other
      directors or officers of the Company as a result of such coverage) for such
      insurance is materially disproportionate to the amount of coverage
      provided.

     

    9.
      SUBROGATION. In the event of payment under this Agreement, the Company will
      be
      subrogated to the extent of such payment to all of the related rights of
      recovery of Indemnitee against other persons or entities (other than
      Indemnitee's successors). The Indemnitee will execute all papers reasonably
      required to evidence such rights (all of Indemnitee's reasonable Expenses,
      including attorneys' fees and charges, related thereto to be reimbursed by
      or,
      at the option of Indemnitee, advanced by the Company).

     

    10.
      NO
      DUPLICATION OF PAYMENTS. The Company will not be liable under this Agreement
      to
      make any payment in connection with any Indemnifiable Loss made against
      Indemnitee to the extent Indemnitee has otherwise actually received payment
      (net
      of Expenses incurred in connection therewith) under any insurance policy, the
      Constituent Documents and Other Indemnity Provisions or otherwise of the amounts
      otherwise indemnifiable hereunder provided that, if Indemnitee for any reason
      is
      required to disgorge any payment actually received by him, the Company shall
      be
      obligated to pay such amount to Indemnitee in accordance with the other terms
      of
      this Agreement (i.e., disregarding the terms of this Section 10).

     

    
      
         

      

      
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    11.
      DEFENSE OF CLAIMS. The Company will be entitled to participate in the defense
      (including, without limitation, the negotiation and approval of any settlement)
      of any Claim in respect of which Indemnitee may seek indemnification from the
      Company hereunder, or to assume the defense thereof, with counsel reasonably
      satisfactory to the Indemnitee, provided that in the event that (i) the use
      of
      counsel chosen by the Company to represent Indemnitee would present such counsel
      with an actual or potential conflict, (ii) the named parties in any such Claim
      (including any impleaded parties) include both the Company and Indemnitee and
      Indemnitee shall conclude that there may be one or more legal defenses available
      to him or her that are different from or in addition to those available to
      the
      Company, or (iii) any such representation by the Company would be precluded
      under the applicable standards of professional conduct then prevailing, then
      Indemnitee will be entitled to retain separate counsel (but not more than one
      law firm plus, if applicable, local counsel in respect of any particular Claim)
      at the Company's expense. Notwithstanding the preceding sentence, in any event
      the Company shall be liable to Indemnitee under this Agreement for the
      reasonable costs of investigation and preparation for the defense of any Claim
      (including, without limitation, appearing as a witness
      and reasonable fees and expenses of counsel in connection therewith). The
      Company will not, without the prior written consent of the Indemnitee, effect
      any settlement of any threatened or pending Claim that the Indemnitee is or
      could have been a party to unless such settlement solely involves the payment
      of
      money and includes an unconditional release of the Indemnitee from all liability
      on any claims that are the subject matter of such Claim.

     

    12.
      SUCCESSORS AND BINDING AGREEMENT. (a) The Company will require any successor
      (whether direct or indirect, by purchase, merger, consolidation, reorganization
      or otherwise) to all or substantially all of the business or assets of the
      Company (a "Successor"), by agreement in form and substance satisfactory to
      Indemnitee and his or her counsel, expressly to assume and agree to perform
      this
      Agreement in the same manner and to the same extent the Company would be
      required to perform if no such succession had taken place. This Agreement will
      be binding upon and inure to the benefit of the Company and may be assigned
      to a
      Successor, but will not otherwise be assignable or delegatable by the
      Company.

     

    (b)
      This
      Agreement will inure to the benefit of and be enforceable by the Indemnitee's
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees, legatees and other successors.

     

    (c)
      This
      Agreement is personal in nature and neither of the parties hereto will, without
      the consent of the other, assign or delegate this Agreement or any rights or
      obligations hereunder except as expressly provided in Sections 12(a) and 12(b).
      Without limiting the generality or effect of the foregoing, Indemnitee's right
      to receive payments hereunder will not be assignable, whether by pledge,
      creation of a security interest or otherwise, other than by a transfer by the
      Indemnitee's will or by the laws of descent and distribution, and, in the event
      of any attempted assignment or transfer contrary to this Section 12(c), the
      Company will have no liability to pay any amount so attempted to be assigned
      or
      transferred.

     

    13.
      NOTICES. For all purposes of this Agreement, all communications, including
      without limitation notices, consents, requests or approvals, required or
      permitted to be given hereunder will be in writing and will be deemed to have
      been duly given when hand delivered or dispatched by electronic facsimile
      transmission (with receipt thereof orally confirmed), or five business days
      after having been mailed by United States registered or certified mail, return
      receipt requested, postage prepaid or one business day after having been sent
      for next-day delivery by a nationally recognized overnight courier service,
      addressed to the Company (to the attention of the Secretary of the Company)
      and
      to the Indemnitee at the addresses shown on the signature page hereto, or to
      such other address as any party may have furnished to the other in writing
      and
      in accordance herewith, except that notices of changes of address will be
      effective only upon receipt.

     

    
      
         

      

      
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    14.
      GOVERNING LAW. The validity, interpretation, construction and performance of
      this Agreement will be governed by and construed in accordance with the
      substantive laws of the State of North Carolina, without giving effect to the
      principles of conflict of laws of such State. Each party consents to
      non-exclusive jurisdiction of the North Carolina
      Superior Court in Mecklenburg County, North Carolina or the United States
      District Court for the Western District of North Carolina (Charlotte Division)
      for purposes of any action, suit or proceeding hereunder, waives any objection
      to venue therein or any defense based on forum non conveniens or similar
      theories and agrees that service of process may be effected in any such action,
      suit or proceeding by notice given in accordance with Section 13.

     

    15.
      VALIDITY. If any provision of this Agreement or the application of any provision
      hereof to any person or circumstance is held invalid, unenforceable or otherwise
      illegal, the remainder of this Agreement and the application of such provision
      to any other person or circumstance will not be affected, and the provision
      so
      held to be invalid, unenforceable or otherwise illegal will be reformed to
      the
      extent, and only to the extent, necessary to make it enforceable, valid or
      legal.

     

    16.
      MISCELLANEOUS. No provision of this Agreement may be waived, modified or
      discharged unless such waiver, modification or discharge is agreed to in writing
      signed by Indemnitee and the Company. No waiver by either party hereto at any
      time of any breach by the other party hereto or compliance with any condition
      or
      provision of this Agreement to be performed by such other party will be deemed
      a
      waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time. No agreements or representations, oral or otherwise,
      expressed or implied with respect to the subject matter hereof have been made
      by
      either party that are not set forth expressly in this Agreement. References
      to
      Sections are to references to Sections of this Agreement.

     

    17.
      COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
      of which will be deemed to be an original but all of which together will
      constitute one and the same agreement.

     

    18.
      LEGAL
      FEES AND EXPENSES. It is the intent of the Company that the Indemnitee not
      be
      required to incur legal fees and or other Expenses associated with the
      interpretation, enforcement or defense of Indemnitee's rights under this
      Agreement by litigation or otherwise because the cost and expense thereof would
      substantially detract from the benefits intended to be extended to the
      Indemnitee hereunder. Accordingly, without limiting the generality or effect
      of
      any other provision hereof, if it should appear to the Indemnitee that the
      Company has failed to comply with any of its obligations under this Agreement
      or
      in the event that the Company or any other person takes or threatens to take
      any
      action to declare this Agreement void or unenforceable, or institutes any
      litigation or other action or proceeding designed to deny, or to recover from,
      the Indemnitee the benefits provided or intended to be provided to the
      Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from
      time to time to retain counsel of Indemnitee's choice, at the expense of the
      Company as hereafter provided, to advise and represent the Indemnitee in
      connection with any such interpretation, enforcement or defense, including
      without limitation the initiation or defense of any litigation or other legal
      action, whether by or against the Company or any director, officer, stockholder
      or other person affiliated with the Company. Notwithstanding any existing or
      prior attorney-client relationship between the Company and such counsel, the
      Company irrevocably consents to the Indemnitee's entering into an
      attorney-client relationship with such
      counsel, and in that connection the Company and the Indemnitee agree that a
      confidential relationship shall exist between the Indemnitee and such counsel.
      Without respect to whether the Indemnitee prevails, in whole or in part, in
      connection with any of the foregoing, the Company will pay and be solely
      financially responsible for any and all attorneys' and related fees and expenses
      incurred by the Indemnitee in connection with any of the foregoing.

     

    
      
         

      

      
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    19.
      RIGHT
      OF INDEMNITEE TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON APPLICATION.
      Except as provided in Section 3, any indemnification under this Agreement shall
      be made as soon as practicable but in any event no later than 30 days after
      receipt of the written request of the Indemnitee for such indemnification (such
      request to be accompanied by reasonable supporting documentation of the
      Indemnifiable Losses), unless a determination is made within said 30 day period
      by (a) the Board by a majority vote of a quorum thereof consisting of directors
      who were not parties to such proceedings, or (b) independent legal counsel
      in a
      written opinion (which counsel shall be appointed if such a quorum is not
      obtainable), that the Indemnitee has not met the relevant standards for
      indemnification set forth in this Agreement. In the case of either (a) or (b)
      above, the Company shall send prompt written notice to the Indemnitee of such
      determination.

     

    20.
      CERTAIN INTERPRETIVE MATTERS. No provision of this Agreement will be interpreted
      in favor of, or against, either of the parties hereto by reason of the extent
      to
      which any such party or its counsel participated in the drafting thereof or
      by
      reason of the extent to which any such provision is inconsistent with any prior
      draft hereof or thereof.

     

    IN
      WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly
      authorized representative to execute this Agreement as of the date first above
      written.

     

    HOUSERAISING,
      INC.

    4801
      East
      Independence Blvd., Suite 201

    Charlotte,
      NC 28212

    


    


    By:_________________________________________

    Name:
      Greg Wessling

    Title:
      Chairman, CEO and President

    


    


    [NAME]

    [Address]

    


    


    ____________________________________________

    [Name]

    


    


    


    


    


    


    


    


    



    
      
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