Exhibit 10.3



Exhibit 10.3

 

 

HOUSERAISING,
INC.

PLACEMENT
AGENT AGREEMENT




Dated as
of: February
25, 2005




The
undersigned, HouseRaising, Inc., a North Carolina corporation (the “COMPANY”),
hereby agrees with US EURO Securities, Inc., a California corporation (the
“PLACEMENT AGENT”) and Dutchess Private Equities Fund, L.P., a Delaware Limited
Partnership (the “INVESTOR”) as follows:





	1.  	
      OFFERING.
      The Company hereby engages the Placement Agent to act as its exclusive
      placement agent in connection with the Investment Agreement dated
      February
      25, 2005
      (the “INVESTMENT AGREEMENT”) pursuant to which the Company shall issue and
      sell to the Investor, from time to time, and the Investor shall purchase
      from the Company (the “OFFERING”) up to Twelve
      Million Dollars ($12,000,000)
      of the Company’s Class A Voting Common Stock (the “COMMITMENT AMOUNT”),
      par value $0.001
      per share (the “COMMON STOCK”), at price per share equal to the Purchase
      Price, as that term is defined in the Investment Agreement. Pursuant to
      the terms hereof, the Placement Agent shall render consulting services to
      the Company with respect to the Investment Agreement and shall be
      available for consultation in connection with the advances to be requested
      by the Company pursuant to the Investment Agreement. All capitalized terms
      used herein and not otherwise defined herein shall have the same meaning
      ascribed to them as in the Investment Agreement. The Investor will be
      granted certain registration rights with respect to the Common Stock as
      more fully set forth in a Registration Rights Agreement between the
      Company and the Investor dated February
      25, 2005
      (the “REGISTRATION RIGHTS AGREEMENT”). The documents to be executed and
      delivered in connection with the Offering, including, but not limited, to
      this Agreement, the Investment Agreement, and the Registration Rights
      Agreement, and any Prospectus or other disclosure document ( including all
      amendments and supplements ) utilized in connection with the Offering are
      referred to sometimes hereinafter collectively as the “OFFERING
      MATERIALS.” The Company’s Common Stock is sometimes referred to
      hereinafter as the “SECURITIES.” The Placement Agent shall not be
      obligated to sell any Securities and this Offering by the Placement Agent
      shall be solely on a “best efforts basis.”








	2.  	
      REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.








A. The
Placement Agent represents, warrants and covenants as follows:





	   (i)
	The
      Placement Agent has the necessary authority to enter into this Agreement
      and to consummate the transactions contemplated
hereby.



 

(ii)
 The
execution and delivery by the Placement Agent of this Agreement and the
consummation of the transactions contemplated herein will not result in any
violation of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Placement Agent is a party or by which the
Placement Agent or its properties are bound, or any judgment, decree, order or,
to the Placement Agent’s knowledge, any statute, rule or regulation applicable
to the Placement Agent. This Agreement when executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of the
Placement Agent, enforceable in accordance with their respective terms, except
to the extent that (a) the enforceability hereof or thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws from time to
time in effect and affecting the rights of creditors generally, (b) the
enforceability hereof or thereof is subject to general principles of equity, or
(c) the indemnification provisions hereof or thereof may be held to be in
violation of public policy.

 

(iii) Upon
receipt and execution of this Agreement the Placement Agent will promptly
forward copies of this Agreement to the Company or its counsel and the Investor
or its counsel.

 

(iv) The
Placement Agent will not take any action that it reasonably believes would cause
the Offering to violate the provisions of the Securities Act of 1933, as amended
(the “1933 ACT”), the Securities Exchange Act of 1934 (the “1934 ACT”), the
respective rules and regulations promulgated there under (the “RULES AND
REGULATIONS”) or applicable “Blue Sky” laws of any state or
jurisdiction.










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 (v) The
Placement Agent will use all reasonable efforts to determine (a) whether the
Investor is an Accredited Investor and (b) that any information furnished by the
Investor is true and accurate. The Placement Agent shall have no obligation to
insure that (x) any check, note, draft or other means of payment for the Common
Stock will be honored, paid or enforceable against the Investor in accordance
with its terms, or (y) subject to the performance of the Placement Agent’s
obligations and the accuracy of the Placement Agent’s representations and
warranties hereunder, (1) the Offering is exempt from the registration
requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the
Investor is an Accredited Investor.

 

(vi) The
Placement Agent is a member of the National Association of Securities Dealers,
Inc., and is a broker-dealer registered as such under the 1934 Act and under the
securities laws of the states in which the Securities will be offered or sold by
the Placement Agent unless an exemption for such state registration is available
to the Placement Agent. The Placement Agent is in compliance with all material
rules and regulations applicable to the Placement Agent generally and applicable
to the Placement Agent’s participation in the Offering.





	3.  	
      REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.







A. The
Company makes to the Placement Agent all the representations and warranties it
makes to the Investor in the Investment Agreement and, in addition, represents
and warrants as follows:

 

(i) The
execution, delivery and performance of each of this Agreement, the Investment
Agreement and the Registration Rights Agreement has been or will be duly and
validly authorized by the Company and is, and with respect to this Agreement,
the Investment Agreement and the Registration Rights Agreement will each be, a
valid and binding agreement of the Company, enforceable in accordance with its
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general
principles of equity or (c) the indemnification provisions hereof or thereof may
be held to be in violation of public policy. The Securities to be issued
pursuant to the transactions contemplated by this Agreement and the Investment
Agreement have been duly authorized and, when issued and paid for in accordance
with (x) this Agreement, the Investment Agreement and the
certificates/instruments representing such Securities, (y) will be valid and
binding obligations of the Company, enforceable in accordance with their
respective terms, except to the extent that (1) the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2) the enforceability thereof is subject to general principles of equity. All
corporate action required to be taken for the authorization, issuance and sale
of the Securities has been duly and validly taken by the Company.

 

(ii) The
Company has a duly authorized, issued and outstanding capitalization as set
forth herein and in the Investment Agreement. The Company is not a party to or
bound by any instrument, agreement or other arrangement providing for it to
issue any capital stock, rights, warrants, options or other securities, except
for this Agreement, the agreements described herein and as described in the
Investment Agreement, dated the date hereof and the agreements described
therein. All issued and outstanding securities of the Company, have been duly
authorized and validly issued and are fully paid and non-assessable; the holders
thereof have no rights of rescission or preemptive rights with respect thereto
and are not subject to personal liability solely by reason of being security
holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company. As of the date hereof, the
authorized capital stock of the Company consists of (i)
100,000,000 shares of Common Stock, $0.001 par value per share, of which as of
the date hereof, 36,869,936 shares are issued and outstanding; 5,000,000 shares
of Preferred Stock authorized, $0.001 par value per share, of which as of the
date hereof, 1,000,000 shares of Class A Convertible Preferred Stock are issued
and outstanding; as of December 31, 2004, 9,384,696 shares were reserved for
issuance pursuant to options, warrants and other convertible securities.











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 (iii) The
Common Stock to be issued in accordance with this Agreement and the Investment
Agreement has been duly authorized and when issued and paid for in accordance
with this Agreement, the Investment Agreement and the certificates/instruments
representing such Common Stock, will be validly issued, fully-paid and
non-assessable; the holders thereof will not be subject to personal liability
solely by reason of being such holders; such Securities are not and will not be
subject to the preemptive rights of any holder of any security of the
Company.





	4.	       
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
INVESTOR.







	A.	The
      Investor makes to the Placement Agent all the representations and
      warranties it makes to the Company in the Investment Agreement and, in
      addition represents, warrants  and covenants as
follows:



 

(i) The
Investor has the necessary power to enter into this Agreement and to consummate
the transactions contemplated hereby.

 

(ii) The
execution and delivery by the Investor of this Agreement and the consummation of
the transactions contemplated herein will not result in any violation of, or be
in conflict with, or constitute a default under, any agreement or instrument to
which the Investor is a party or by which the Investor or its properties are
bound, or any judgment, decree, order or, to the Investor’s knowledge, any
statute, rule or regulation applicable to the Investor. This Agreement when
executed and delivered by the Investor, will constitute the legal, valid and
binding obligations of the Investor, enforceable in accordance with their
respective terms, except to the extent that (a) the enforceability hereof or
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws from time to time in effect and affecting the rights of creditors
generally, (b) the enforceability hereof or thereof is subject to general
principles of equity, or (c) the indemnification provisions hereof or thereof
may be held to be in violation of public policy.

 

  (iii) The
Investor is not, and will not be, as a result of the transactions contemplated
by the Offering Materials a “dealer” within the meaning of the Securities
Exchange Act of 1934 and applicable federal and state securities laws and
regulations. The Investor covenants that in this respect it is and will remain
in compliance with the requirements of applicable “no action” rulings of the
U.S. Securities Exchange Commission.

 

(iv) The
Investor will promptly forward copies of any and all due diligence
questionnaires compiled by the Investor to the Placement Agent. 





	5.	CERTAIN
      COVENANTS AND AGREEMENTS OF THE COMPANY. 



 

The
Company covenants and agrees at its expense and without any expense to the
Placement Agent as follows: 





	A.	To
      advise the Placement Agent of any material adverse change in the Company’s
      financial condition, prospects or business or of any development
      materially affecting the Company or rendering untrue or misleading any
      material statement in the Offering Materials occurring at any time as soon
      as the Company is either informed or becomes aware
thereof.







	B.	To
      use its commercially reasonable efforts to cause the Common Stock issuable
      in connection with the Equity Line of Credit to be qualified or registered
      for sale on terms consistent with those stated in the Registration Rights
      Agreement and under the securities laws of such jurisdictions as the
      Placement Agent and the Investor shall reasonably request. Qualification,
      registration and exemption charges and fees shall be at the sole cost and
      expense of the Company.







	C.	Upon
      written request, to provide and continue to provide the Placement Agent
      and the Investor copies of all quarterly financial statements and audited
      annual financial statements prepared by or on behalf of the Company, other
      reports prepared by or on behalf of the Company for public disclosure and
      all documents delivered to the Company’s
stockholders.












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	D.	To
      deliver, during the registration period of the Investment Agreement, to
      the Placement Agent upon the Placement Agent’s
request,



 

(i) within
forty five (45) days, a statement of its income for each such quarterly period,
and its balance sheet and a statement of changes in stockholders’ equity as of
the end of such quarterly period, all in reasonable detail, certified by its
principal financial or accounting officer;

 

(ii) within
ninety (90) days after the close of each fiscal year, its balance sheet as of
the close of such fiscal year, together with a statement of income, a statement
of changes in stockholders’ equity and a statement of cash flow for such fiscal
year, such balance sheet, statement of income, statement of changes in
stockholders’ equity and statement of cash flow to be in reasonable detail and
accompanied by a copy of the certificate or report thereon of independent
auditors if audited financial statements are prepared; and

 

(iii) a copy of
all documents, reports and information furnished to its stockholders at the time
that such documents, reports and information are furnished to its stockholders.






	(iv)          	
      a
      copy of all documents, reports and information furnished to the Investor
      at the time that such documents, reports and information are furnished to
      the Investor.








	E.	To
      comply with the terms of the Offering Materials.







	F.	To
      ensure that any transactions between or among the Company, or any of its
      officers, directors and affiliates be on terms and conditions that are no
      less favorable to the Company, than the terms and conditions that would be
      available in an “arm’s length” transaction with an independent third
      party.







	6.	INDEMNIFICATION.







	A.	The
      Company hereby agrees that it will indemnify and hold the Placement Agent
      and each officer, director, shareholder, employee or representative of the
      Placement Agent and each person controlling, controlled by or under common
      control with the Placement Agent within the meaning of Section 15 of the
      1933 Act or Section 20 of the 1934 Act or the SEC’s Rules and Regulations
      promulgated there under (the “Rules and Regulations”), harmless from and
      against any and all loss, claim, damage, liability, cost or expense
      whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or
      proceeding, including any inquiry or investigation, commenced or
      threatened, or any claim whatsoever or in appearing or preparing for
      appearance as a witness in any action, suit or proceeding, including any
      inquiry, investigation or pretrial proceeding such as a deposition) to
      which the Placement Agent or such indemnified person of the Placement
      Agent may become subject under the 1933 Act, the 1934 Act, the Rules and
      Regulations, or any other federal or state law or regulation, common law
      or otherwise, arising out of or based upon (i) any untrue statement or
      alleged untrue statement of a material fact contained in (a) Section 4 of
      this Agreement, (b) the Offering Materials (except those written
      statements relating to the Placement Agent given by an indemnified person
      for inclusion therein), (c) any application or other document or written
      communication executed by the Company or based upon written information
      furnished by the Company filed in any jurisdiction in order to qualify the
      Common Stock under the securities laws thereof, or any state securities
      commission or agency; (ii) the omission or alleged omission from documents
      described in clauses (a), (b) or (c) above of a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading; or (iii) the breach of any representation, warranty, covenant
      or agreement made by the Company in this Agreement. The Company further
      agrees that upon demand by an indemnified person, at any time or from time
      to time, it will promptly reimburse such indemnified person for any loss,
      claim, damage, liability, cost or expense actually and reasonably paid by
      the indemnified person as to which the Company has indemnified such person
      pursuant hereto. Notwithstanding the foregoing provisions of this
      Paragraph 6(A), any such payment or reimbursement by the Company of fees,
      expenses or disbursements incurred by an indemnified person in any
      proceeding in which a final judgment by a court of competent jurisdiction
      (after all appeals or the expiration of time to appeal) is entered against
      the Placement Agent or such indemnified person based upon specific finding
      of fact as to the Placement Agent or such indemnified person’s gross
      negligence or willful misfeasance will be promptly repaid to the
      Company.












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	B.	The
      Placement Agent hereby agrees that it will indemnify and hold the Company
      and each officer, director, shareholder, employee or representative of the
      Company, and each person controlling, controlled by or under common
      control with the Company within the meaning of Section 15 of the 1933 Act
      or Section 20 of the 1934 Act or the Rules and Regulations, harmless from
      and against any and all loss, claim, damage, liability, cost or expense
      whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or
      proceeding, including any inquiry or investigation, commenced or
      threatened, or any claim whatsoever or in appearing or preparing for
      appearance as a witness in any action, suit or proceeding, including any
      inquiry, investigation or pretrial proceeding such as a deposition) to
      which the Company or such indemnified person of the Company may become
      subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or
      any other federal or state law or regulation, common law or otherwise,
      arising out of or based upon (i) the conduct of the Placement Agent or its
      officers, employees or representatives in willful violation of any of such
      laws and regulations while acting as Placement Agent for the Offering or
      (ii) the material breach of any representation, warranty, covenant or
      agreement made by the Placement Agent in this Agreement (iii) any false or
      misleading information provided to the Company by one of the Placement
      Agent’s indemnified persons. Notwithstanding the foregoing provisions of
      this Paragraph 6(B), any such payment or reimbursement by the Placement
      Agent of fees, expenses or disbursements incurred by an indemnified person
      in any proceeding in which a final judgment by a court of competent
      jurisdiction (after all appeals or the expiration of time to appeal) is
      entered against such indemnified person based upon specific finding of
      fact as to such indemnified person’s gross negligence or willful
      misfeasance will be promptly repaid to the Placement Agent. Placement
      Agent shall not be responsible for any such indemnity payment, loss,
      claim, damage or liability beyond what amount of the gross proceeds was
      paid to them.







	C.	The
      Investor hereby agrees that it will indemnify and hold the Placement Agent
      and each officer, director, shareholder, employee or representative of the
      Placement Agent, and each person controlling, controlled by or under
      common control with the Placement Agent within the meaning of Section 15
      of the 1933 Act or Section 20 of the 1934 Act or the Rules and
      Regulations, harmless from and against any and all loss, claim, damage,
      liability, cost or expense whatsoever (including, but not limited to, any
      and all reasonable legal fees and other expenses and disbursements
      incurred in connection with investigating, preparing to defend or
      defending any action, suit or proceeding, including any inquiry or
      investigation, commenced or threatened, or any claim whatsoever or in
      appearing or preparing for appearance as a witness in any action, suit or
      proceeding, including any inquiry, investigation or pretrial proceeding
      such as a deposition) to which the Placement Agent or such indemnified
      person of the Placement Agent may become subject under the 1933 Act, the
      1934 Act, the Rules and Regulations, or any other federal or state law or
      regulation, common law or otherwise, arising out of or based upon (i) the
      conduct of the Investor or its officers, employees or representatives in
      its acting as the Investor for the Offering or (ii) the material breach of
      any representation, warranty, covenant or agreement made by the Investor
      in the Offering Materials (iii) any false or misleading information
      provided to the Placement Agent by the Investor or one of the Investor’s
      indemnified persons.







	D.	The
      Placement Agent hereby agrees that it will indemnify and hold the Investor
      and each officer, director, shareholder, employee or representative of the
      Investor, and each person controlling, controlled by or under common
      control with the Investor within the meaning of section 15 of the 1933 Act
      or Section 20 of the 1934 Act or the Rules and Regulations, harmless from
      and against any and all loss, claim, damage, liability, cost or expense
      whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or
      proceeding, including any inquiry or investigation, commenced or
      threatened, or any claim whatsoever or in appearing or preparing for
      appearance as a witness in any action, suit or proceeding, including any
      inquiry, investigation or pretrial proceeding such as a deposition) to
      which the Investor or such indemnified person of the Investor may become
      subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or
      any other federal or state law or regulation, common law or otherwise,
      arising out of or based upon (i) the conduct of the Placement Agent or its
      officers, employees or representatives in willful violation of any of such
      laws and regulations while acting as the Placement Agent for the Offering
      or (ii) the material breach of any representation, warranty, covenant or
      agreement made by the Placement Agent in this Agreement (iii) any false or
      misleading information provided to the Investor by one of the Placement
      Agent’s indemnified persons. Notwithstanding the foregoing provisions of
      this Paragraph 6(D), any such payment or reimbursement by the Placement
      Agent of fees, expenses or disbursements incurred by an indemnified person
      in any proceeding in which a final judgment by a court of competent
      jurisdiction (after all appeals or the expiration of time to appeal) is
      entered against such indemnified person based upon specific finding of
      fact as to such indemnified person’s gross negligence or willful
      misfeasance will be promptly repaid to the Placement Agent. Placement
      Agent shall not be responsible for any such indemnity payment, loss,
      claim, damage or liability beyond what amount of the gross proceeds was
      paid to them.












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	E.	Promptly
      after receipt by an indemnified party of notice of commencement of any
      action covered by Section 6(A), (B), (C) or (D), the party to be
      indemnified shall, within five (5) business days, notify the indemnifying
      party of the commencement thereof; the omission by one (1) indemnified
      party to so notify the indemnifying party shall not relieve the
      indemnifying party of its obligation to indemnify any other indemnified
      party that has given such notice and shall not relieve the indemnifying
      party of any liability outside of this indemnification if not materially
      prejudiced thereby. In the event that any action is brought against the
      indemnified party, the indemnifying party will be entitled to participate
      therein and, to the extent it may desire, to assume and control the
      defense thereof with counsel chosen by it which is reasonably acceptable
      to the indemnified party. After notice from the indemnifying party to such
      indemnified party of its election to so assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party under such
      Section 6(A), (B), (C), or (D) for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the
      defense thereof, but the indemnified party may, at its own expense,
      participate in such defense by counsel chosen by it, without, however,
      impairing the indemnifying party’s control of the defense. Subject to the
      proviso of this sentence and notwithstanding any other statement to the
      contrary contained herein, the indemnified party or parties shall have the
      right to choose its or their own counsel and control the defense of any
      action, all at the expense of the indemnifying party if, (i) the
      employment of such counsel shall have been authorized in writing by the
      indemnifying party in connection with the defense of such action at the
      expense of the indemnifying party, or (ii) the indemnifying party shall
      not have employed counsel reasonably satisfactory to such indemnified
      party to have charge of the defense of such action within a reasonable
      time after notice of commencement of the action, or (iii) such indemnified
      party or parties shall have reasonably concluded that there may be
      defenses available to it or them which are different from or additional to
      those available to one or all of the indemnifying parties (in which case
      the indemnifying parties shall not have the right to direct the defense of
      such action on behalf of the indemnified party or parties), in any of
      which events such fees and expenses of one additional counsel shall be
      borne by the indemnifying party; provided, however, that the indemnifying
      party shall not, in connection with any one action or separate but
      substantially similar or related actions in the same jurisdiction arising
      out of the same general allegations or circumstance, be liable for the
      reasonable fees and expenses of more than one separate firm of attorneys
      at any time for all such indemnified parties. No settlement of any action
      or proceeding against an indemnified party shall be made without the
      consent of the indemnifying party.







	F.	In
      order to provide for just and equitable contribution in circumstances in
      which the indemnification provided for in Section 6 is due in accordance
      with its terms but is for any reason held by a court to be unavailable on
      grounds of policy or otherwise, the Company and the Placement Agent and
      the Investor shall contribute to the aggregate losses, claims, damages and
      liabilities (including legal or other expenses reasonably incurred in
      connection with the investigation or defense of same) which the other may
      incur in such proportion so that the Company, the Placement Agent and the
      Investor shall be responsible for such percent of the aggregate of such
      losses, claims, damages and liabilities as shall equal the percentage of
      the gross proceeds paid to each of them.; provided, however, that no
      person guilty of fraudulent misrepresentation within the meaning of
      Section 11(f) of the 1933 Act shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation. For
      purposes of this Section 6(F), any person controlling, controlled by or
      under common control with the Placement Agent, or any partner, director,
      officer, employee, representative or any agent of any thereof, shall have
      the same rights to contribution as the Placement Agent and each person
      controlling, controlled by or under common control with the Company within
      the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
      and each officer of the Company and each director of the Company shall
      have the same rights to contribution as the Company and each person
      controlling, controlled by or under common control with the Investor
      within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
      Act and each member of the general partner of the Investor shall have the
      same rights to contribution as the Company. Any party entitled to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim
      for contribution may be made against the other party under this Section
      6(F), notify such party from whom contribution may be sought, but the
      omission to so notify such party shall not relieve the party from whom
      contribution may be sought from any obligation they may have hereunder or
      otherwise if the party from whom contribution may be sought is not
      materially prejudiced thereby. The indemnity and contribution agreements
      contained in this Section 6 shall remain operative and in full force and
      effect regardless of any investigation made by or on behalf of any
      indemnified person or any termination of this
Agreement.












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	7.	FEES.
      The Company hereby agrees to pay the Placement Agent 1% of the Put Amount
      on each draw toward the fee. The aggregate maximum amount payable to the
      Placement Agent during the Open Period shall be ten thousand dollars
      ($10,000).







	8.	PAYMENT
      OF EXPENSES. The Company hereby agrees to bear all of the expenses in
      connection with the Offering, including, but not limited to the following:
      filing fees, printing and duplicating costs, advertisements, postage and
      mailing expenses with respect to the transmission of Offering Materials,
      registrar and transfer agent fees, and expenses, fees of the Company’s
      counsel and accountants, issue and transfer taxes, if any. The Company
      agrees to bear all the reasonable expenses of the Placement Agent in
      performing its services under this Agreement including but not limited to
      the fees and expenses of counsel.







	9.	CONDITIONS
      OF CLOSING. The Closing shall be held at the offices of the Investor or
      its counsel. The obligations of the Placement Agent hereunder shall be
      subject to the continuing accuracy of the representations and warranties
      of the Company herein as of the date hereof and as of the Date of Closing
      (the “Closing Date”) with respect to the Company as if it had been made on
      and as of such Closing Date; the accuracy on and as of the Closing Date of
      the statements of the officers of the Company made pursuant to the
      provisions hereof; and the performance by the Company on and as of the
      Closing Date of its covenants and obligations hereunder and to the
      following further conditions:







	A.	Upon
      the effectiveness of a registration statement in accordance with the
      Investment Agreement, the Placement Agent shall receive the opinions of
      Counsel to the Company and of the Investor, dated as of the date thereof,
      which opinion shall be in form and substance reasonably satisfactory to
      the Investor, the Company, their counsel and the Placement
  Agent.







	B.	At
      or prior to the Closing, the Placement Agent shall have been furnished
      such documents, certificates and opinions as it may reasonably require for
      the purpose of enabling them to review or pass upon the matters referred
      to in this Agreement and the Offering Materials, or in order to evidence
      the accuracy, completeness or satisfaction of any of the representations,
      warranties or conditions herein contained.







	C.   
          	
      At
      and prior to the Closing, (i) there shall have been no material adverse
      change nor development involving a prospective change in the condition or
      prospects or the business activities, financial or otherwise, of the
      Company from the latest dates as of which such condition is set forth in
      the Offering Materials; (ii) there shall have been no transaction, not in
      the ordinary course of business except the transactions pursuant to the
      Investment Agreement entered into by the Company which has not been
      disclosed in the Offering Materials or to the Placement Agent in writing;
      (iii) except as set forth in the Offering Materials, the Company shall not
      be in default under any provision of any instrument relating to any
      outstanding indebtedness for which a waiver or extension has not been
      otherwise received; (iv) except as set forth in the Offering Materials,
      the Company shall not have issued any securities (other than those to be
      issued as provided in the Offering Materials) or declared or paid any
      dividend or made any distribution of its capital stock of any class and
      there shall not have been any change in the indebtedness (long or short
      term) or liabilities or obligations of the Company (contingent or
      otherwise) and trade payable debt; (v) no material amount of the assets of
      the Company shall have been pledged or mortgaged, except as indicated in
      the Offering Materials; and (v) no action, suit or proceeding, at law or
      in equity, against the Company or affecting any of its properties or
      businesses shall be pending or threatened before or by any court or
      federal or state commission, board or other administrative agency,
      domestic or foreign, wherein an unfavorable decision, ruling or finding
      could materially adversely affect the businesses, prospects or financial
      condition or income of the Company, except as set forth in the Offering
      Materials. 








	D.    
        	
      At
      Closing, the Placement Agent shall receive a certificate of the Company
      signed by an executive officer and chief financial officer, dated as of
      the applicable Closing, to the effect that the conditions set forth in
      subparagraph (C) above have been satisfied and that, as of the applicable
      closing, the representations and warranties of the Company set forth
      herein are true and correct.













7












 


	10.	TERMINATION.
      This Agreement shall be co-terminus with, and terminate upon the same
      terms and conditions as those set forth in, the Investment Agreement. The
      rights of the Investor and the obligations of the Company under the
      Registration Rights Agreement, and the rights of the Placement Agent and
      the obligations of the Company shall survive the termination of this
      Agreement unabridged for a period of twenty-four (24) months after the
      Closing Date.







	11.	MISCELLANEOUS.
      A. This Agreement may be executed in any number of counterparts, each of
      which shall be deemed to be an original, but all which shall be deemed to
      be one and the same instrument. B. Any notice required or permitted to be
      given hereunder shall be given in writing and shall be deemed effective
      when deposited in the United States mail, postage prepaid, or when
      received if personally delivered or faxed (upon confirmation of receipt
      received by the sending party), addressed as
follows:






If to
Placement Agent, to:

US EURO
Securities, Inc

Corporate
Finance Department

275
Madison Ave., 6th
Floor

New York,
NY 10016




With a
copy to:

Michael
Roy Fugler

Same
address




If to the
Company, to:

HouseRaising,
Inc.

4801 E.
Independence Blvd., Ste. 201

Charlotte,
NC 28212

Attn:
Robert V. McLemore

President


Tel:
(704) 532-2121




 

With a
copy to:

Harold H.
Martin, Esq.

17111
Kenton Drive, Ste. 100B

Cornelius,
NC 28031

Tel:
(704) 894-9760




If to the
Investor: 




Dutchess
Private Equities fund, LP

312
Stuart St.

Boston,
MA 02116

Tel: (617)
960-3582

Fax: (617)
960-3772




or to
such other address of which written notice is given to the others. 





	C.	This
      Agreement shall be governed by and construed in all respects under the
      laws of the State of Delaware, without reference to its conflict of laws
      rules or principles. Any suit, action, proceeding or litigation arising
      out of or relating to this Agreement shall be brought and prosecuted in
      such federal or state court or courts located within the Commonwealth of
      Massachusetts as provided by law. The parties hereby irrevocably and
      unconditionally consent to the jurisdiction of each such court or courts
      located within the Commonwealth of Massachusetts and to service of process
      by registered or certified mail, return receipt requested, or by any other
      manner provided by applicable law, and hereby irrevocably and
      unconditionally waive any right to claim that any suit, action, proceeding
      or litigation so commenced has been commenced in an inconvenient
      forum.







	D.	This
      Agreement and the other agreements referenced herein contain the entire
      understanding between the parties hereto and may not be modified or
      amended except by a writing duly signed by the party against whom
      enforcement of the modification or amendment is
sought.







	E.	If
      any provision of this Agreement shall be held to be invalid or
      unenforceable, such invalidity or unenforceability shall not affect any
      other provision of this Agreement. 



 

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

 



	
      COMPANY:
	 
	 	 
	 	 
	
      By:
      /s/ Robert McLemore
	 
	
      

    	
	
      Name:
      Robert McLemore
	 
	
      Title:  
      President
	 
	 	 
	 	 
	
      PLACEMENT
      AGENT: 
	
      PLACEMENT
      AGENT: 

	 	 
	
      By:
      /s/ Raymond P. Dowd
	
      By:
      /s/ Michael Roy Fugler 

	
      

       	
      

       
	
      Name:
      Raymond P. Dowd
	
      Name:
      Michael Roy Fugler

	
      Title:
      President/Compliance Department 
	
      Title:
      Chairman/Compliance Department

	 	 
	 	 
	
      INVESTOR:
	 
	 	 
	
      DUTCHESS
      PRIVATE EQUITIES FUND, L.P.
	 
	
      BY
      ITS GENERAL PARTNER DUTCHESS 
	 
	
      CAPITAL
      MANAGEMENT, LLC
	 
	 	 
	 	 
	
      By
      /s/ Douglas H. Leighton
	 
	
      

       	 
	
      Name:
      Douglas H. Leighton
	 
	
      Title:
      A Managing Member
	 















8