**Exhibit
10.6**
 
  **C** **onsultant
Agreement**
  **with
CEOcast, Inc. (Rachel Glicksman)**
  **CONSULTANT
AGREEMENT**
 
 This
Agreement is made and entered into as of the 13 th day of
December, 2004, between HouseRaising, Inc. and CEOcast, Inc. (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:
 
 1.
    Purpose.
      The Company hereby employs the Consultant during the Term (as defined
      below) to render Investor Relations services to the Company, upon the
      terms and conditions as set forth herein.
 
 2.
    Term.
      This Agreement shall be effective for a six-month period (the “Term”)
      commencing on the date hereof.
 
 3.
    Duties
      of Consultant.
      During the term of this Agreement, the Consultant shall provide to the
      Company those services outlined in Exhibit A. Notwithstanding the
      foregoing, it is understood and acknowledged by the parties that the
      Consultant: (a) shall perform its analysis and reach its conclusions about
      the Company independently, and that the Company shall have no involvement
      therein; and (b) shall not render advice and/or services to the Company in
      any manner, directly or indirectly, that is in connection with the offer
      or sale of securities in a capital raising transaction or that could
      result in market making.
 
 4.
    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,
      including, but not limited to, all charges for travel, printing costs and
      other expenses spent on the Company’s behalf. The Company shall
      immediately pay such expenses upon the presentation of invoices.
      Consultant shall not incur more than $500 in expenses without the express
      consent of the Company.
 
 5.
    Compensation.For
      services to be rendered by the Consultant hereunder, the Consultant shall
      receive from the Company upon the signing of the Agreement: (a) $17,000
      (the “Retainer”) and 100,000 shares of the Company's fully-paid
      non-assessable common stock (the “Common Stock”). The 100,000 restricted
      shares will be piggybacked on an SB-2 being prepared for the near future.
      In addition, the Company shall pay Consultant $5,000 per month (5 Months)
      on or before the 11thday of January, February, March, April and May of 2005. The Company shall
      also pay Consultant expenses as outlined in Section 4 upon presentation of
      invoices. Company agrees to immediately register Consultant's shares of
      common stock, at Company's expense.
 
 6.
    Further
      Agreements.
      Because of the nature of the services being provided by Consultant
      hereunder, Consultant acknowledges that if it may receive access to
      Confidential Information (as defined in Section 6 hereof ) and that, as a
      consultant to the Company, it will attempt to provide advice that serves
      the best interest of the Company. Because of the uniqueness of this
      relationship, the Consultant covenants and agrees that, with respect to
      the Common Stock that it receives. Consultant shall, at all times that it
      is the beneficial owner of such shares, vote such shares on all matters
      coming before it as a stockholder of the Company in the same manner as the
      majority of the Board of Directors of the Company shall
      recommend.
 
 7.
    Confidentiality.
      Consultant acknowledges that as a consequence of its relationship with the
      Company, it 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”).
   1
  Consultant
covenants and agrees to hold such Confidential Information strictly confidential
and shall only use such information solely to perform its duties under this
Agreement, and Consultant shall refrain from allowing such information to be
used in any way for its own private or commercial purposes. Consultant shall
also refrain from disclosing any such Confidential Information to any third
parties. Consultant further agrees that upon termination or expiration of this
Agreement, it will return all Confidential Information and copies thereof to the
Company and will destroy all notes, reports and other material prepared by or
for it 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 it at
law or in equity, the Company shall be entitled to injunctive relief to enforce
the terms of this Agreement.
 
 Notwithstanding
the foregoing, nothing herein shall be construed as prohibiting Consultant from
disclosing any Confidential Information (a) which at the time of disclosure.
Consultant can demonstrate either was in the public domain and generally
available to the public or thereafter becomes a part of the public domain and is
generally available to the public by publication or otherwise through no act of
the Consultant; (b) which Consultant can establish was independently developed
by a third party who developed it without the use of the Confidential
Information and who did not acquire it directly or indirectly from Consultant
under an obligation of confidence; (c) which Consultant can show was received by
it after the termination of this Agreement from a third party who did not
acquire it directly or indirectly from the Company under an obligation of
confidence; or (d) to the extent that the Consultant can reasonably demonstrate
such disclosure is required by law or in any legal proceeding, governmental
investigation, or other similar proceeding.
 
 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.
 
 8.
    Governing
      Law; Venue; Jurisdiction.
      This Agreement shall be construed and enforced in accordance with and
      governed by the laws of the State of New York, without reference to
      principles of conflicts or choice of law thereof. Each of the parties
      consents to the jurisdiction of the U.S. District Court in the Southern
      District of New York in connection with any dispute arising under this
      Agreement and hereby waives, to the maximum extent permitted by law, any
      objection, including any objection based onforumnonconveniens.
      to the bringing of any such proceeding in such jurisdictions. Each party
      hereby agrees that if another party to this Agreement obtains a judgment
      against it in such a proceeding, the party which obtained such judgment
      may enforce same by summary judgment in the courts of any country having
      jurisdiction over the party against whom such judgment was obtained, and
      each party hereby waives any defenses available to it under local law and
      agrees to the enforcement of such a judgment. Each party to this Agreement
      irrevocably consents to the service of process in any such proceeding by
      the mailing of copies thereof by registered or certified mail, postage
      prepaid, to such party at it address set forth herein. Nothing herein
      shall affect the right of any party to serve process in any other manner
      permitted by law. Each party waives its right to a trial by
      jury.
 
 9.
    Miscellaneous.
 
 (a)
    Any
      notice or other communication between parties hereto shall be sufficiently
      given if sent by certified or registered mail, postage prepaid, if to the
      Company, addressed to it at or if to the Consultant, addressed to it at
      CEOcast, Inc., 55 John Street, 11thFloor, New York, New York 10038, Attention: Administrator, facsimile
      number: (212) 732-1131, or to such address as may hereafter be designated
      in writing by one party to the other. Any notice or other communication
      hereunder shall be deemed given three days after deposit in the mail if
      mailed by certified mail, return receipt requested, or on the day after
      deposit with an overnight courier service for next day delivery, or on the
      date delivered by hand or by facsimile with accurate confirmation
      generated by the transmitting facsimile machine, at the address or number
      designated above (if delivered on a business day during normal business
      hours where such notice is to be received), or the first business day
      following such delivery (if delivered other than on a business day during
      normal business hours where such notice is to be
  received).
 
 (b)
    This
      Agreement 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.
 
 (c)
    This
      Agreement has been duly authorized, executed and delivered by and on
      behalf of the Company and the Consultant.
 
 (d)
    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:
    /s/
  **CEOCAST, INC.**By:
    /s/Title
 
 1.Monthly
interview on ceocast.com that will be distributed to over 275,000 opt-in housing
investors registered on CEOcast Internet site.
 2.
Company featured on the Home Page of CEOcast Internet site for one week each
quarter.
 3. The
writing and distribution of press releases to over 275,000 opt-in housing
investors.
 4.
Company covered in CEOcast weekly newsletter, which is distributed to over 1.6
million investors and 244 brokerage firms.
 5. Calls
to 200 brokers on each news release. These brokers can buy small-cap securities
in particular.
 6.
Meetings with small-cap brokerage firms and brokers to develop support for the
company's stock and research coverage.
 7.
Investor line to handle call volume.
 8.
Strategic advice and other customary IR services.
 EXHIBIT
A
 
 2