0001264931-05-000061 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 4th, 2005 • Houseraising, Inc. • Electrical work • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of February 25, 2005, by and between HouseRaising, Inc. , a corporation organized under the laws of State of North Carolina, with its principal executive office at ,4801 East Independence Road, Suite 201,Charlotte,North Carolina 28212 (the “Company”), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • March 4th, 2005 • Houseraising, Inc. • Electrical work • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 25, 2005 by and between HouseRaising, Inc., a North Carolina corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership (the "Investor").

HOUSERAISING, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • March 4th, 2005 • Houseraising, Inc. • Electrical work • Delaware

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:

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