Exhibit
      10.2

     
      

    FORM
      OF MANAGEMENT AGREEMENT

    


    The
      following is the form of the Management Agreement with Grant Neerings, Chief
      Technology Officer, Christine M. Carriker, Chief Administrative Officer &
Senior Vice President and Richard A. von Gnechten, Chief Financial
      Officer:

    


    AMENDED
      AND RESTATED SERVICES AGREEMENT

    


    This
      Services Agreement (this “Agreement”) dated as of the 11th
      day of
      January, 2007 (the “Effective Date”), as amended and restated from an earlier
      agreement dated the [ORIGINAL DATE OF AGREEMENT] (the “Original Date”), by and
      between HouseRaising, Inc., a North Carolina corporation with offices in
      Charlotte, North Carolina (“HRI,” “HouseRaising” or “Company”), and [OFFICER
      NAME INSERTED], a resident of North Carolina (the “Executive”), relating to
      HouseRaising, Inc. 

    


    RECITALS:
      

    


    WHEREAS,
      the parties hereto desire to enter into this Agreement to set forth the basis
      on
      which Executive will perform management services for the Company, all as set
      forth more fully in this Agreement.

    


    WHEREAS,
      the Company is engaged in and seeks to expand its business in the house building
      and related industry segments, and Executive has substantial experience in
      managing and operating businesses as a senior executive that would be very
      beneficial to the Company’s operations and future prospects; 

    


    WHEREAS,
      the Company believes its progress and its prospects for future development
      and
      growth would be significantly enhanced if Executive was engaged for the services
      of Executive to serve as the Company’s [TITLE INSERTED]; 

    


    WHEREAS,
      the Board of Directors of the Company (the “Board”) has authorized this
      Agreement with 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; 

    


    NOW,
      THEREFORE, in consideration of the premises and covenants set forth herein
      and
      intending to be legally bound hereby, 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 hereby engages Executive and Executive hereby accept such engagement,
      on
      the terms and conditions set forth in this Agreement. The Company is hereby
      obtaining the services of Executive and other assistance as may be necessary.
      

    


    (b)
      Initial Terms of Agreement and Duties. The
      Company and Executive hereby agree that for a thirty-six (36) month period
      beginning on the Effective Date, the Company shall engage Executive for the
      services of Executive as [TITLE INSERTED] and the Executive shall perform
      services for the Company at the Company’s headquarters location. The last day of
      such thirty-six (36) month period shall be the "Termination Date". 

    


    (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 Executive notice of termination, in which event Executive
      shall continue to receive, as severance pay, [HIS/HER] 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 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.
      Executive
      is engaged for [TITLE INSERTED] services to be performed by Executive and shall
      carry out the financial and strategic plans and policies as established by
      the
      Board of Directors and Chairman/CEO of the Company and shall report to the
      Chairman and CEO. Duties and responsibilities under this Agreement shall include
      but not be limited to the following: [SPECIFIC DUTIES OF OFFICER LISTED,
      ILLUSTRATION PROVIDED FOR CHIEF ADMINISTRATIVE OFFICER]

    


    
      	
               
                

            	
              (i)
                

            	
              Supporting
                the operations and administration of the Chairman and CEO by advising
                and
                informing Chairman/CEO and Board of Directors with regard to the
                administrative (including Human Resources and Accounting, as necessary)
                operations of the Company and interfacing between the Chairman/CEO,
                Board
                and the staff of the Company; 

            


    

    


    
      	
               
                

            	
              (ii)
                

            	
              Supporting
                the design, marketing, promotion, delivery, and quality of company
                programs, products and services; 

            


    

    


    
      	
               
                

            	
              (iii)
                

            	
              Recommending
                a yearly budget for areas of responsibility for CFO, Chairman/CEO
                and
                Board approval and prudently managing the Company’s resources within those
                budgetary guidelines according to current laws and regulations;
                

            


    

    


    
      	
               
                

            	
              (iv)
                

            	
              Effectively
                managing the human resources of the organization according to authorized
                personnel policies and procedures that fully conform to current laws
                and
                regulations; and 

            


    

    


    
      	
               
                

            	
              (v)
                

            	
              Assuring
                that the Company and its mission programs, products, and services
                are
                consistently presented in strong, positive image to relevant stakeholders.
                

            


    

    


    As
      [TITLE
      INSERTED] of the Company, Executive shall be entitled to exercise all rights
      and
      power and shall have all the privileges and authorities commensurate with
      [HIS/HER] offices, including without limitation: 

    


    
      	
               
                

            	
              (i)
                

            	
              The
                full authority for the administrative and accounting operations,
                including
                proper reporting to the Board of Directors and appropriate state
                and
                federal agencies; 

            


    

    


    
      	
               
                

            	
              (ii)
                

            	
              General
                decision-making authority with respect to the day-to-day administrative
                and human resource operations of the business of the Company;
                

            


    

    


    
      	
               
                

            	
              (iii)
                

            	
              The
                engagement, retention, and termination of employees and independent
                contractors of the Company subject only to the supervision of the
                Chairman
                and Chief Executive Officer, the setting/guidance of the compensation
                and
                other material terms of engagement of employees and independent
                contractors consistent with company and Board policies and the
                establishment of company work rules; and


            


    

    


    
      	
               
                

            	
              (iv) 
                

            	
              The
                initiation, development, and implementation of new business activities,
                subject to the supervision of the Chairman/CEO. Executive shall render
                her
                services thereunder in the headquarters city subject to such reasonable
                travel as may be required to perform her duties hereunder.
                

            


    

    


    (d)
        
      Compensation
      and Expenses. The
      Company will compensate Executive at an annual compensation of [ANNUAL
      COMPENSATION INSERTED], to be paid [CASH PORTION INSERTED] in cash compensation
      and [STOCK PORTION INSERTED IF APPLICABLE] in S-8 Stock of the Company for
      the
      initial 12 month period of this agreement beginning February 1, 2007. Conversion
      to all cash payments will take place at the same time as other conversions
      for
      Officers of the Company.

    


    Commencing
      on the first anniversary of this Amended and Restated Services Agreement with
      Executive (February 1, 2008), and for each renewal term thereafter, Executive
      shall (based on adequate performance) receive annual increases as set forth
      by
      the Chairman and Chief Executive Officer and approved by the Compensation
      Committee of the Board of Directors.

    


    Nothing
      herein shall be deemed to restrict the right of the Board to increase
      Executive’s annual or monthly compensation, bonuses, and other compensation or
      grant stock options at any time in its discretion. 

    


    (e)
       Bonuses.
      Executive
      shall be entitled to such bonuses for performance as are described in Exhibit
      A
      attached hereto. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (f)
       Other
      Compensation. The
      Company shall also provide to Executive during the term of [HIS/HER] Agreement
      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/HER]
                option and at [HIS/HER] expense, continue the Executive’s
                hospitalization/medical/dental/disability and life insurance policy
                without interruption until [HIS/HER] death, if permitted by the terms
                of
                such group policies.

            


    

    


    
      	
               
                

            	
              (ii)
                

            	
              Executive
                will be compensated for the equivalent of four weeks’ paid time off per
                year. 

            


    

    


    (g)
       
      Initial
      Employee Stock Options. In
      consideration for [HIS/HER] services hereunder, the Company hereby grants to
      Executive an option to acquire shares of the Company’s Common Stock as described
      in Exhibit B. In addition to the stock options described in Exhibit B, Executive
      will be granted an option for [ONE-TIME GRANT AMOUNT INSERTED] shares at a
      price
      of fifty-cents ($0.50) per share, exercisable at any time during the ensuing
      ten
      years from that date, which will replace the same number of options that had
      previously been earned under the original agreement. These options are in
      addition to all other options granted and mentioned in Exhibit B.

    


    (h)
       
      Expense
      Reimbursement. Executive
      shall be paid [QUARTERLY ALLOWANCE AS APPLICABLE] each quarter for all other
      expenses incurred by Executive on the Company’s behalf. This amount will be
      subject to increase upon each anniversary date. Such reimbursement will be
      in
      the form of S-8 shares until such time as the company pays reimbursements for
      the Chairman/CEO in cash. It is understood that the Company will pay directly
      reasonable travel (air-fare only) expenses between the Company headquarters
      and
      other out-of-state office locations provided that reasonable efforts are made
      to
      manage the costs associated with such travel. 

    


    ARTICLE
      II 

    


    RIGHTS
      ON TERMINATION OF AGREEMENT 

    


    2.01
       
      Right
      to Terminate Agreement. At
      any
      time Executive may, at their option, terminate [HIS/HER] Agreement upon not
      less
      than 30 days’ written notice to the Chairman and CEO or Board of Directors of
      the Company. In the event of the termination of this Agreement by Executive,
      Executive shall be entitled to: 

    


    
      	 	
              (i)
                

            	
              The
                portion of monthly compensation, accrued bonus and expenses earned
                by
                Executive prior to the date of termination, computed pro rata up
                to and
                including the date of termination and


            


    

    


    
      	 	
              (ii) 
                

            	
              Maintain
                ownership of any unexercised stock options that are vested as of
                the date
                of termination until such date that they would otherwise expire.
                Other
                than the foregoing, 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, Executive shall be incapable for
      a
      period of six consecutive months (the “Disability Period”) of performing
      [HIS/HER] 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 Executive in writing, this Agreement shall terminate at the end
      of
      such Disability Period, except that Executive shall receive 75% of monthly
      compensation 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 Executive. Additionally, any stock options previously granted but
      not
      vested shall become vested upon termination for Disability by the Company.
      The
      determination of whether Executive has suffered a Disability shall be made
      by
      three licensed medical doctors: one chosen by the Company, one chosen by
      Executive, and one chosen by the two doctors so chosen. 

    


    2.03
       
      Rights
      Upon Termination of Agreement Without Cause Prior to the Termination:


     

    The
      Company may terminate Executive’s services without Cause (as defined below) by
      delivering written notice of such termination to Executive. In addition, any:
      

    


    
      	 	
              (i) 
                

            	
              Material
                change of Executive’s responsibilities or authority by the Chairman/CEO or
                Board without Executive’s concurrence which is not cured within 30 days
                after notice by Executive, 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               (ii)           
                

            	
              Material
                breach by the Company of this Agreement which continues for 30 days
                after
                notice by 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, 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 Executive’s Agreement for any
      reason other than Cause or Disability, then the Company shall: 

    


    
      	
               
                

            	
              (i)
                

            	
              Continue
                to pay Executive (in the same manner as prior to such termination)
                after
                the date of such termination the compensation provided under Section
                1.01
                above for a period of twelve (12) months as if Executive had been
                engaged
                hereunder during such period; 

            


    

    


    
      	
               
                

            	
              (ii)
                

            	
              Continue
                to pay all bonuses earned for twelve (12) month period as if Executive
                had
                been engaged hereunder during such period, provided the mutually
                agreed
                upon targets are met in such period;


            


    

    


    
      	
               
                

            	
              (iii)
                

            	
              Provide
                Executive reimbursement for continued coverage for a twelve (12)
                month
                period 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 Executive or any successor plan thereof.
                Notwithstanding 2.03(iii) above, the Company hereby agrees to continue
                to
                reimburse Executive for 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 reimburse Executive for
                any
                premium to maintain the policy for Executive through the full period
                of
                this Agreement; and 

            


    

    


    
      	
               
                

            	
              (iv)
                

            	
              All
                stock options will immediately vest, and the stock granted to Executive
                upon [HIS/HER] 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 Agreement for Cause 

     

    The
      Company shall have the right at any time, by giving written notice to Executive
      to terminate Executive’s Agreement for Cause. Cause shall be deemed to have
      occurred if 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/HER] current monthly compensation and
      any bonuses earned up to that point, and Executive may exercise any unexercised
      options or warrants that are vested up to their normal termination date.
      Executive shall forfeit all unexercised options not then vested. 

    


    2.05
       
      Beneficiaries
      of Payments  
      

     

    If
      Executive shall die before any event of termination, the Company will continue
      to make payments for a 12-month period (as stated in section 2.03) to such
      beneficiary or beneficiaries as Executive may designate from time to time by
      notice in writing filed with the Company, or if 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 as agreed upon by the trustee of Executive’s
      estate.

     
      

    ARTICLE
      III 

    


    PROTECTIONS/CONFIDENTIALITY
      

    


    3.01
       
      Covenants
      Regarding Protections: 

     

              
      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 one (1) year 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), 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 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 Executive joins as a matter of course, and in
      this
      event this practice would not be considered a violation of this Agreement.
      

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)
       
      Solicitation
      of Executives:  
      

     

    During
      the term of this Agreement and for a period of one (1) year 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), Executive hereby agrees not to employ, either directly or indirectly
      through any entity in which Executive are engaged, and agrees not to solicit,
      or
      contact in any manner that could reasonably be construed as a solicitation,
      any
      officer or director of the Company for purposes of encouraging such person
      to
      leave or terminate [HIS/HER] Agreement with the Company. 

    


    3.02
       
      Confidentiality;
      Competitive or Personal Disparagement: 

     

    Executive
      and the Company hereby agree that neither will, during the term of Executive’s
      Agreement 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 Executive; and
                

            


    

    


    
      	
               
                

            	
              (ii)
                

            	
              Each
                party agrees that it will not disparage the other party.
                

            


    

    


    3.03
       
      Enforcement:
      

     

    Executive
      and the Company recognize that the provisions of this Agreement are vitally
      important to the continuing welfare of the Company and Executive and that money
      damages constitute an inadequate remedy for any violation thereof. Accordingly,
      in the event of any such violation by Executive or the Company, the Company
      or
      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 Executive or the Company in
      violation of the Agreement. 

    


    ARTICLE
      IV 

    


    4.01
       
      Indemnifications:
      

     

    The
      parties agree that Executive shall be indemnified by the Company against any
      liability asserted against Executive (and expenses, including without
      limitation, reasonable attorney’s fees, court costs, and other legal expenses
      incurred in connection therewith) by reason of [HIS/HER] position with the
      Company or any subsidiary to the full extent a North Carolina corporation may
      indemnify an officer or director and company under the North Carolina General
      Corporate Law. 

    


    4.02
       
      No
      Obligation to Mitigate Damages: 

     

    In
      the
      event of a termination of Agreement upon a change in control, Executive shall
      not be required to mitigate damages by seeking another Agreement. 

    


    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.
      

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (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 Executive all legal fees and expenses incurred by [HIS/HER]
      as
      a result of [HIS/HER] 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
      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
      therefore. 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 Executive:   

              	
                [NAME
                  OF EXECUTIVE INSERTED]

              
	 	
                [ADDRESS
                  OF EXECUTIVE INSERTED]

              
	 	 
	
                If
                  to the Company: 

              	
                HouseRaising,
                  Inc.

              
	 	
                4801
                  E. Independence Blvd.

              
	
                 

              	
                Charlotte,
                  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, 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 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
      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. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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. 

     
      

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
              EXECUTIVE
                

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	 	
              By:  
                

            	 
	
               
                

            	
              
                

              

              Name:
                [NAME OF EXECUTIVE & SIGNATURE]

            
	
               
                

            	
               
                

            


    

    
      	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
              COMPANY
                

              HouseRaising,
                Inc. 

            
	
               
                

               
                

            	
               
                

               
                

            	
               
                

               
                

            
	 	
              By:  
                

            	 
	
               
                

            	
              
                
                  

                

              

              Name:
                Gregory J. Wessling

            
	
               
                

            	
              Title : 
                Chairman and CEO

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    BONUSES
      


    


    
      	
              ·  
                

            	
              Period
                of Contract and Renewals: 

            


    

     

    Executive
      will be eligible for a bonus of up to 75% of the annual compensation under
      this
      services agreement; payable quarterly based upon the completion of Company
      objectives and performance criteria to be mutually agreed upon by Executive
      and
      the Chairman/CEO and Board of Directors at the beginning of each year.


    


    
      	
              ·  
                

            	
              Note:
                 
                

            


    

     

    Regardless
      of any other objectives established, if during the first year of this Amended
      and Restated Services Agreement 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. 

     
      

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B 

    


    STOCK
      OPTIONS 


    


    Executive
      are granted, upon execution of this Agreement, an option for [NUMBER OF SHARES
      INSERTED] shares at a price of fifty cents ($0.50) per share exercisable at
      any
      time during the ensuing ten years. The stock option shall vest over a three-year
      period, 33.4% of the balance vesting upon the first anniversary date of this
      agreement, 33.3% of the balance vesting at the end of the second anniversary
      date of this agreement, and the remainder vesting at the end of the third
      anniversary date of this agreement. Notwithstanding the above, all of the
      remaining option will vest upon the Company reaching a market capitalization
      of
      $75 Million or more. 

    


    Additionally,
      Executive has the right at any time to exercise all of the option or any portion
      of the total option, in which event Executive will take ownership of such stock
      but the Company will issue stock certificates to Executive according to the
      vesting schedule above and affix an appropriate restrictive legend referencing
      this Agreement. 

    


    In
      the
      event Executive elects to exercise [HIS/HER] rights in the preceding paragraph
      and if Executive requests ratable issuance, Company agrees to issue shares
      ratably 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 Agreement except what is provided herein.


    


    The
      parties agree that the said option will be issued in the name of [EXECUTIVE
      NAME
      INSERTED], or, as desired by Executive or their successors, the [EXECUTIVE
      NAME]
      Family Limited Partnership as an immediate pass-through from [EXECUTIVE NAME],
      the Executive, to the [EXECUTIVE NAME] Family Limited Partnership. 

    


    
      
        
        

      

      
        9