EXHIBIT 10.1 Membership Interest Purchase AGREEMENT

2005, by and between HouseRaising, Inc., a North Carolina corporation (“HRAI”), Cobs Homes, LLC, a California limited liability company (“Cobs”), and all of the members of Cobs.

Recitals

WHEREAS, in a transaction valued at $5 million, HRAI wishes to acquire 100% of the membership interests in Cobs and thereby acquire control of all of Cobs existing businesses and assets, and the members of Cobs desires to sell all of their membership interests in Cobs to HRAI and thereby transfer control of all of the existing businesses and assets of Cobs to HRAI, and, in connection with such sale, certain members are prepared to enter into non-compete agreements with HRAI and Cobs, all by means of an exchange of cash and shares of restricted common stock of HRAI (the “Acquisition”);

WHEREAS, in furtherance of the Acquisition, the Board of Directors of HRAI and Managing Members of Cobs, as well as all of the members of Cobs, have approved the Acquisition and its exchange of stock and cash, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in signing this agreement the parties hereto agree that they have set forth the material terms and conditions upon which they agree to effectuate the Acquisition and agree immediately following the execution of this agreement to have counsel for HRAI prepare a mutually satisfactory long form acquisition agreement containing customary representations, warranties, covenants and conditions of each of the parties hereto (it being agreed, however, that only limited representations and warranties as to title and related matters will be required of members who are not employees of Cobs), with a projected closing to occur on or before May 16th 2005. If this Agreement does not close on or before June 1st, 2005, either party may terminate this Agreement;

WHEREAS, the parties agree that this Agreement shall be a legally binding contract between the parties with respect to the acquisition of assets and the membership interests of Cobs, subject to due diligence to be performed in the next 45 days and subject to HRAI review of Cobs financials. HRAI agrees to conduct its due diligence and review of Cobs financials promptly. If HRAI does not notify Cobs in writing that it has completed and approved its due diligence and financial review on or before April 30, 2005, this Agreement may be terminated by either party. Otherwise, this agreement contains all of the terms and conditions of the acquisition which are considered material to the acquisition, so that it shall be enforceable by any of the parties hereto;

WHEREAS, upon its execution, the definitive agreement shall supercede this Agreement, but, if, and only if, such definitive agreement is fully signed by all of the parties hereto; otherwise, the provisions of this Agreement shall remain in full force and effect;

WHEREAS, neither party is seeking tax counsel or legal or accounting opinions on whether the transaction qualifies for tax free treatment.

Agreement

Based on the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to the parties to be derived here from, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:

HRAI, Cobs and all of the members of Cobs agree to an acquisition of all of the membership interests of Cobs by HRAI through an exchange of cash and shares of common stock of HRAI in accordance with this Agreement. The members of Cobs shall be entitled to their pro rata portion of the cash and shares, subject to any different allocation of the purchase price which is hereinafter set forth. Upon consummation of the Acquisition, Cobs shall become a wholly owned subsidiary of HRAI.

1.01 Allocation of the $5 million :

a. Employment Agreements : Representing $1,275,000 in HRAI   common stock and $25,000 in cash, and as part of this Acquisition, the executives of Cobs listed below hereby agree to execute and deliver four year employment contracts with HRAI containing terms and conditions which are mutually satisfactory. Upon meeting the terms of the four (4) year employment agreements, at the end of each year, 25% of the escrowed shares will be released to the employee. $25,000 cash will be paid as a signing bonus to Liz Nicol at Closing.