Unassociated Document


    ASSET
      PURCHASE AND INDEMNITY AGREEMENT

    


    This
      Asset Purchase and Indemnity Agreement (this “Agreement”)
      is
      made and entered into as of this 16 day of October, 2007 by and among Fireline
      Restoration, Inc., a Florida corporation as the purchaser (the “Purchaser”),
      RG
      America, Inc., a Nevada corporation (“RGA”)
      and
      the following RGA subsidiaries: Restoration Group America 2003, Inc., a Texas
      corporation, Restoration Group America, Inc., a Texas corporation (“Restoration
      Group America”),
      RG
      Restoration, Inc., a Texas corporation, RG Insurance Services, Inc., a Texas
      corporation, CTFD, Inc., a Texas corporation (“CTFD”),
      CTFD
      Marine, Inc., a Texas corporation (“CTFD
      Marine”),
      RG
      Risk Management, Inc., a Texas corporation (“RGRM”),
      Invvision Funding, Inc., a Texas corporation, Practical Building Solutions
      2000,
      Inc., a Texas corporation, and RG Florida GC, Inc., a Florida corporation,
      as
      the seller (RGA and the foregoing subsidiaries are referred to herein
      collectively as the “Seller”
and
      individually as a “Seller
      Entity”).
      

    


    R E C I T A L S:

    


    A. The
      Seller desires to sell to the Purchaser, and the Purchaser desires to purchase
      from the Seller, certain equipment and vehicles comprising the Assets (as
      defined below) used in the restoration and construction business and Restoration
      Group America’s PropertySMARTTM
      risk
      management program (the restoration and construction business and the
      PropertySMARTTM
      risk
      management program are collectively referred to herein as the “Business”).

    


    B. Laurus
      Master Fund, Ltd. (“Laurus”)
      has
      provided financing to the Seller (the “Laurus
      Debt”)
      and in
      connection therewith was granted Liens (as defined below) on all assets of
      the
      Seller, including, without limitation, Liens on the Assets (as defined below),
      all pursuant to that certain Security Agreement dated as of October 1,
      2005.

     

    C. The
      Purchaser is a party to that certain Consulting Agreement, dated as of March
      2007 (the “Consulting
      Agreement”),
      among
      Home Solutions of America, Inc., a Delaware corporation and parent company
      of
      the Purchaser (“HSOA”),
      RGA
      and certain of RGA’s subsidiaries that are parties thereto, whereby, among other
      things, RGA and certain of the RGA subsidiaries granted to the Purchaser certain
      of their respective rights to collect certain accounts receivable (the
“Consulting
      Assets”).

    


    D. Laurus
      and HSOA are parties to that certain Release Agreement of even date herewith
      (the “Release
      Agreement”),
      whereby Laurus has agreed, among other things, to release its Liens on all
      of
      the assets of RGA and its subsidiaries, including the Assets, and whereby HSOA
      has agreed to issue to Laurus, 2,000,000 shares of its common stock, par value
      $.001 per share (the “Shares”).

    


    E. At
      the
      closing of the transactions contemplated by this Agreement, HSOA has agreed
      to
      enter into the Royalty Agreement with RGRM in the form attached hereto as
Exhibit
      “A”
      (the
“Royalty
      Agreement”),
      pursuant to which HSOA agrees to pay RGRM the Royalty (as defined in the Royalty
      Agreement).


    
      
        
        

      

      
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    F. HSOA
      enters into this Agreement for the limited purpose of agreeing to enter into
      the
      Royalty Agreement with RGRM.

    


    A G R E E M E N T:

    


    NOW,
      THEREFORE, for and in consideration of the premises, the mutual covenants and
      agreements contained in this Agreement, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Seller and the Purchaser agree as follows:

     

    ARTICLE
      I

    


    PURCHASE
      AND SALE

    


    1.01 Purchase
      and Sale of Assets.
      Subject
      to the terms and conditions in this Agreement, the Seller agrees to sell and
      convey, and the Purchaser agrees to purchase and accept, all of the Seller’s
      right, title and interest in and to (i) the equipment and vehicles listed on
      Schedule
      1.01
      together
      with all ownership and maintenance records, title certificates, and warranties
      related thereto and (ii) the PropertySMARTTM
      risk
      management program as described on Schedule
      1.01
      (collectively, the “Assets”),
      free
      and clear of any and all liens, prior assignments, security interests, charges,
      pledges, claims or encumbrances of any kind or character whatsoever
      (collectively, “Liens”),
      except for the Lien set forth on Schedule
      3.05.
      

    


    1.02 Purchase
      Price.
      The
      purchase price for the Assets (the “Purchase
      Price”)
      is (i)
      HSOA obtaining Laurus’ release of the Laurus Debt and its Liens on the Assets
      pursuant to the Release Agreement, in exchange for HSOA’s issuance of the Shares
      to Laurus pursuant to and in accordance with the Release Agreement; and (ii)
      the
      amounts due to RGRM pursuant to the Royalty Agreement. The Seller acknowledges
      and agrees that Laurus’ release of the Laurus Debt and its Liens on the Assets
      in exchange for HSOA’s issuance of the Shares to Laurus, and the amounts due to
      RGRM pursuant to the Royalty Agreement are material benefits to the Seller
      and
      as such, represent sufficient consideration for the sale of the Assets to the
      Purchaser.

    


    1.03 Date,
      Time and Place of Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of the Seller at 10:00 a.m., local time, on November
      5, 2007, or as promptly as practicable thereafter as soon as the conditions
      set
      forth in Article
      VI
      are
      satisfied, or at such other date, time or place fixed by mutual written consent
      of the Purchaser and the Seller, but in no event later than November 30, 2007,
      unless the Purchaser agrees to extend such date (such date, as it may be
      extended, the “Termination
      Date”).
      All
      proceedings to take place at the Closing shall take place simultaneously, and
      no
      delivery shall be considered to have been made until all such proceedings have
      been completed (the date of such Closing is referred to herein as the
“Closing
      Date”).

     

    1.04 Effective
      Time.
      The
      transactions contemplated by this Agreement shall be deemed effective for tax
      and all other purposes as of 8:00 a.m., Dallas, Texas time, on the Closing
      Date
      (the “Effective
      Time”),
      unless otherwise mutually agreed in writing by the parties. Notwithstanding
      the
      foregoing, for accounting purposes, the effective time of the transactions
      contemplated by this Agreement shall be the effective time determined by
      Purchaser as reflected in its books and records. 


    
      
        
        

      

      
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    1.05 Assumed
      Liabilities.
      Purchaser is not assuming any liability or obligation of the Seller or with
      respect to the Assets, including, without limitation, accounts payable, or
      any
      obligations with respect to the Seller’s lenders and creditors.

    


    1.06 Instruments
      Delivered at Closing.

    


    (a) At
      the
      Closing, the Seller shall execute and/or deliver to the Purchaser:

    


    (i) a
      bill of
      sale, in form and substance satisfactory to the Purchaser, for the
      Assets;

    


    (ii) such
      other instruments of transfer as the Purchaser shall deem necessary or
      appropriate to convey the Assets to the Purchaser, including, without
      limitation, assignments of patents, trademarks and other intellectual property
      rights sufficient to transfer the rights to the PropertySMARTTM
      risk
      management program to the Purchaser, and individual assignments and bills of
      sale for each vehicle and piece of equipment comprising a portion of the Assets
      in forms reasonably acceptable to Purchaser, title certificates, and such other
      documents, bills of sale, certificates of title, endorsements, assignments
      and
      instruments necessary, advisable or desirable to vest in Purchaser good and
      marketable title to all of the Assets;

    


    (iii) such
      keys
      and other similar items as the Purchaser shall require to obtain full
      occupation, possession and control of the Assets;

    


    (iv) written
      consents from all third parties required for the transfer and assignment of
      the
      Assets; 

    


    (v) corporate
      resolutions of each Seller Entity pursuant to Section 3.02.

    


    (b) At
      the
      Closing, the Purchaser shall cause to be delivered to the Seller:

    


    (i) a
      counterpart to the Royalty Agreement, duly executed by HSOA; and 

    


    (ii) corporate
      resolutions pursuant to Section
      4.01.

     

    
      
        
        

      

      
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    ARTICLE
      2


    COSTS
      AND ALLOCATIONS

    


    2.01 Closing
      Costs.
      The
      Purchaser shall pay any sales and other transfer tax attributable to the
      transfer of the Assets to the Purchaser. All legal, accounting, or other costs
      incurred by the Seller or the Purchaser in connection with the transactions
      contemplated herein shall be borne by the party who incurred such costs;
      provided, however, that the Purchaser agrees to reimburse the Seller for bona
      fide legal fees incurred by the Seller solely in connection with the negotiation
      of the transactions contemplated by this Agreement and the preparation and
      filing of the Information Statement (as defined in Section
      4.04
      herein),
      subject to the offset rights of HSOA set forth in the Royalty Agreement, in
      an
      amount not to exceed Fifty Thousand and NO/100 Dollars ($50,000.00), upon the
      Purchaser’s receipt of invoice from the Seller’s legal counsel.

    


    2.02 Allocation
      of Purchase Price.
      The
      Seller and the Purchaser agree to allocate the Purchase Price among the Assets
      on the basis set forth on Exhibit
      “B”.
      The
      Seller and the Purchaser agree to furnish such reports and returns to the
      Internal Revenue Service and the Secretary of the Treasury as may be required
      by
      Section 1060 of the Internal Revenue Code of 1986, as amended and Treasury
      Regulations thereunder, and such returns or reports shall be consistent with
      the
      allocation of Purchase Price set forth on Exhibit
      “B”.

    


    2.03 Liabilities.
      Except
      for the liabilities set forth on Section
      2.03
      of the
      Seller’s Disclosure Schedule (herein so called), Purchaser shall not assume and
      shall not be liable for or obligated to pay or assume, and none of the Assets
      or
      the assets of Purchaser shall be or become liable for or subject to, any
      liability, indebtedness, commitment or obligation of any Seller Entity or any
      of
      their Affiliates (as hereinafter defined), whether known or unknown, fixed
      or
      contingent, recorded or unrecorded, currently existing or hereafter arising
      or
      otherwise. As used herein, the term “Affiliate”
shall
      mean, with respect to any party to this Agreement, any entity or person that
      directly or indirectly controls, is controlled by or is under common control
      with such party. The Seller agrees that the Seller will pay all of its
      liabilities.

    


    2.04 Prorations.
      All
      insurance, licenses, etc. shall be prorated between the Purchaser and the Seller
      as of the day of Closing.

    


    2.05 Covenants
      and Further Assurance.
      The
      Seller shall, at any time and from time to time after the Closing Date, upon
      request of the Purchaser and without further cost or expense to Purchaser,
      execute and deliver such instruments of conveyance and assignment and shall
      take
      such actions as the Purchaser may reasonably request to more effectively carry
      out the transactions contemplated by this Agreement.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      OF SELLER

    


    Each
      Seller Entity, jointly and severally, represents to the Purchaser the
      following:


    
      
        
        

      

      
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    3.01 Good
      Standing.
      RGA is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Nevada. Each Seller Entity is a corporation duly organized,
      validly existing and in good standing under the laws of the state in which
      it is
      incorporated. 

    


    3.02 Corporate
      and Stockholder Approval.
      This
      Agreement, and the execution, delivery and performance of same, have been duly
      approved by the Seller (and each Seller Entity) and constitutes a valid and
      binding obligation against the Seller (and each Seller Entity), enforceable
      in
      accordance with its terms, subject as to enforceability, to bankruptcy,
      insolvency reorganization, moratorium and other laws of general applicability
      relating to or affecting creditors’ rights and to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law). A copy of all corporate resolutions of each Seller Entity
      approving this Agreement and the transactions contemplated hereby shall be
      delivered by the Seller to the Purchaser upon the execution hereof. Other than
      the RGA Stockholder Consent (as hereinafter defined), no consent, approval,
      or
      order of any person, entity, organization, third party, lender, creditor or
      the
      shareholders of any entity is required in connection with the execution,
      delivery or performance of the transactions contemplated by this
      Agreement.

    


    3.03 Conflicts;
      Defaults.
      The
      execution and delivery of this Agreement and the performance by the Seller
      of
      the transactions contemplated hereby, do not and will not (a) violate, conflict
      with, or constitute a breach or default under any of the terms of the
      certificate of incorporation, articles of incorporation, bylaws, or other
      organizational documents of the Seller (or any entity comprising the Seller),
      (b) result in the creation or imposition of any Liens in favor of any third
      party upon any of the Assets or the Business, (c) violate or require any
      authorization, approval, consent or other action by, or registration,
      declaration or filing with or notice to any governmental authority pursuant
      to
      any law, statute, judgment, decree, injunction, order, writ, rule or regulation
      of any governmental authority affecting the Business or the Assets, or (d)
      conflict with or result in a breach of, create an event of default (or event
      that, with the giving of notice or lapse of time or both, would constitute
      an
      event of default) under, any contract, lease, agreement, note, deed of trust,
      indenture, order, judgment or decree to which any Seller is a party or by which
      any Seller or any of the Assets is bound or affected.

    


    3.04 Enforceability.
      This
      Agreement has been, and the other agreements and instruments to be executed
      and
      delivered by the Seller in connection herewith will be, on or prior to the
      Closing Date, duly executed and delivered by each Seller Entity and (assuming
      due authorization, execution and delivery hereof by the Purchaser) constitute
      or, upon execution and delivery, will constitute the valid, legal and binding
      obligations of each Seller Entity, enforceable against each Seller Entity in
      accordance with their respective terms; subject as to enforceability, to
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      applicability relating to or effecting creditors’ rights and the exercise of
      judicial discretion in accordance with principles of equity.

    


    3.05 Clear
      Title.
      The
      Seller is the owner of, and has good and marketable title to, all of the Assets.
      Except as set forth on Schedule
      3.05
      of the
      Seller’s Disclosure Schedule, the Assets are owned by the Seller, and shall be
      delivered to the Purchaser, free and clear of all Liens.

     

    
      
        
        

      

      
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    3.06 Adverse
      Agreements and Changes.
      The
      Seller is not (a) a party to any agreement or instrument, or to the best of
      Seller’s knowledge, subject to any judgment, order, writ, injunction, decree,
      rule or regulation which materially adversely affects the Assets or the
      Business, or (b) aware of any pending event or condition which will have a
      material adverse impact on the Assets or Business, except
      as
      set forth on Schedule
      3.08
      of the
      Seller’s Disclosure Schedule.

    


    3.07 Brokers
      or Finders Fees.
      No
      person is entitled to compensation by reason of any agreement or understanding
      with the Seller, as a broker or finder in connection with the sale and purchase
      of the Assets. 

    


    3.08 Litigation.
      Except
      as set forth on Schedule
      3.08
      of the
      Seller’s Disclosure Schedule, there is not pending or, to the best knowledge of
      the Seller, threatened, any litigation, action, suit, arbitration,
      investigation, inquiry, audit, complaint, charge, or other proceeding to which
      the Seller is a party involving the Assets or Business, or to which the Assets
      or the Business is or could be subject, before or by any court or governmental
      or regulatory agency or body.

    


    3.09 Assets.
      Schedule
      1.01
      contains
      a true, complete and accurate list of all of the Assets, including (i) for
      vehicles and equipment comprising a portion of the Assets, a description of
      each
      vehicle or piece of equipment, the year of manufacture, the complete address
      of
      its location, the state of registration, and title registration number(s),
      the
      name of the Seller Entity owning each such Asset, and the name of the Seller
      Entity in which title for each such Asset is registered, respectively, and
      (ii)
      with respect to PropertySMARTTM
      risk
      management program, a complete description of such program.

    


    3.10 Stockholder
      Consent.
      RGA has
      obtained the written affirmative consent of no less than 66 2/3% of the
      stockholders of RGA in connection with the execution, delivery or performance
      of
      this Agreement and the consummation of the transactions contemplated hereby
      (“RGA
      Stockholder Consent”).
      A
      true and correct copy of the RGA Stockholder Consent has been delivered to
      the
      Purchaser. No stockholder of RGA has rescinded its consent or informed Seller
      that such stockholder intends to rescind its consent. 

    


    3.11Absence
      of Undisclosed Information.
      Except
      as set forth on Schedule
      3.11
      of the
      Seller’s Disclosure Schedule, the Assets are not subject to (i) any liabilities
      or obligations of any nature, fixed or contingent, or any facts that might
      give
      rise to any such liabilities or obligations, which would materially adversely
      affect the Assets, or (ii) any liabilities or adverse claims against or relating
      to the Assets.

    


    3.12 Personal
      Property Leases.
      None of
      the Assets are subject to a personal property, vehicle, equipment or other
      lease
      or contingent sale arrangement.


    
      
        
        

      

      
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    3.13 Taxes. 

    


    (a) Each
      Seller Entity has, on the Closing Date will have, (i) timely filed all returns,
      schedules and declarations (including any withholding and information returns)
      required to be filed by any jurisdiction to which any Seller Entity is or has
      been subject with respect to any Taxes (as defined below), all of which returns,
      schedules and declarations are, or will, when filed by the applicable filing
      date (including any extensions thereof), be true, complete, accurate and correct
      in all material respects, (ii) paid in full all Taxes due and payable (or
      claimed to be due and payable by any federal, state, local or foreign Taxing
      authority), including all taxes on the Assets, (iii) paid or finally settled
      all
      Tax deficiencies asserted or assessed against any Seller Entity, and (iv) made
      timely payments to the proper governmental authorities of the Taxes required
      to
      be deducted and withheld from the wages paid to its employees.

    


    (b) No
      Seller
      Entity (i) is delinquent in the payment of any Tax, (ii) has been granted an
      extension of time to file any Tax return which has expired, or will expire,
      on
      or before the Closing Date without such return having been filed, and (iii)
      has
      granted to any other person or entity a power of attorney or similar
      authorization with respect to the settlement of its liability for
      Taxes.

    


    (c) No
      deficiencies for any Tax has been claimed, proposed or assessed (whether or
      not
      finally or tentatively, orally or in writing), no requests for waivers of the
      time to assess any deficiency for any Taxes are pending, and there are no
      pending or threatened Tax audits, investigations or claims for or relating
      to
      (i) the assessment or collection of Taxes, or (ii) a claim for refund made
      with
      respect to Taxes previously paid. There are no matters under discussion or
      dispute with any governmental authorities with respect to Taxes that may have
      been raised, nor are there any issues Seller believes will be raised in the
      future, by any Taxing authority with respect to Taxes accruing on or prior
      to
      the Closing Date.

    


    (d) There
      are, and as of the Closing Date there will be, no Liens for Taxes upon the
      Assets except for statutory Liens for Taxes not yet due and not delinquent.
      On
      the Closing Date, Purchaser will take title to the Assets free and clear of
      all
      Liens for Taxes except for statutory Liens for Taxes not yet due and not
      delinquent.

    


    As
      used
      in this Agreement, “Taxes”
(and
      all derivations thereof) means all federal, state, local and foreign income,
      sales, use, property, payroll and other taxes imposed by any governmental
      authority with respect to the ownership, operation, transfer or use of the
      Business or the Assets, or in any other way relating to the Business or the
      Assets.

    
       

      
        
          
          

        

        
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3.14 Environmental
      Laws.
      To the
      best knowledge of each Seller Entity, neither any Seller Entity nor the Business
      is or has been (a) subject to any environmental hazards, risks, or liabilities,
      or (b) in violation of any federal, state or local statutes, regulations, laws
      or orders pertaining to environmental matters, including, without limitation,
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980
      (“CERCLA”),
      as
      supplemented and amended, 42 U.S.C. Section 9601 et seq.; the Resource
      Conservation and Recovery Act, as amended (“RCRA”),
      42
      U.S.C. Section 6901, et seq.; the Federal Clean Air Act, 42 U.S.C. Section
      7401,
      et seq.; the Federal Water Pollution Control Act, Federal Clean Water Act of
      1977, 33 U.S.C. Section 1251, et seq.; Federal Hazardous Materials
      Transportation Act, 48 U.S.C. Section 1801, et seq.; Federal Toxic Substances
      Control Act, 15 U.S.C. Section 2601, et seq.; and the Federal Safe Drinking
      Water Act, 42 U.S.C. Section 300f, et seq. To the best knowledge of each Seller
      Entity, no Hazardous Substances (which for purposes of this Section
      3.14
      shall
      mean and include any hazardous or toxic substances, pollutants, contaminants,
      materials or wastes, including but not limited to those substances, pollutants,
      contaminants, materials and wastes listed in the United States Department of
      Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency
      as hazardous substances pursuant to 40 CFR Part 302, or such substances,
      materials and wastes which are regulated under any federal environmental law
      or
      any applicable local or state environmental law, including without limitation
      CERCLA, ECRA, RCRA; toxic substances as defined under the Toxic Substance
      Control Act, 15 U.S.C. 2601, et seq.; or any of the following: hydrocarbons,
      petroleum and petroleum products, asbestos, polychlorinated biphenyls,
      formaldehyde, radioactive substances, flammables and explosives) have been
      and
      through the Closing Date will be, disposed of or released or discharged from
      or
      onto (including groundwater contamination) any Asset or any place where the
      Business has been operated or services have been provided by any Seller Entity
      in violation of any applicable environmental statute, regulation, or ordinance.
      To the best knowledge of each Seller Entity, neither any Seller Entity, nor
      any
      Affiliate of any Seller Entity has allowed any Hazardous Substances to be
      discharged, possessed, managed, processed, or otherwise handled in a manner
      which is in violation of applicable law, and each Seller Entity has complied
      and
      is compliant with all environmental laws applicable to the Assets. Neither
      any
      Seller Entity nor its Affiliates or agents have received any communication
      (written or oral) that alleges that any Seller Entity or the Business is not
      in
      compliance with all applicable environmental laws.

     

    3.15 Full
      Disclosure.
      The
      information provided and to be provided by the Seller to Purchaser in this
      Agreement, in the Schedules attached hereto or in any other writing pursuant
      hereto does not and will not contain any untrue statement of a material fact
      and
      does not and will not omit to state a material fact required to be stated herein
      or therein or necessary to make the statements contained herein or therein,
      in
      light of the circumstances in which they are made, not false or misleading.
      Copies of all statements, reports, documents and other materials heretofore
      or
      hereafter delivered or made available to the Purchaser pursuant hereto and
      thereto were or will be at the time of their delivery to the Purchaser true,
      complete and accurate copies of such statements, reports, documents and other
      materials.

     

    3.16 Intellectual
      Property.
      

     

    (a) The
      Seller (i) owns and has independently developed or acquired or (ii) has the
      valid right or license to all Seller IP Rights (as hereinafter defined) relating
      to the Assets. The Seller IP Rights are sufficient for the conduct of
      PropertySMARTTM
      risk
      management program as it has been historically conducted in all material
      respects.

     

    (b) Seller
      has not transferred ownership of any Intellectual Property that is or was
      Seller-Owned IP Rights and that relates or was related to the Assets to any
      third party or knowingly permitted Seller’s rights in any Intellectual Property
      that is or was Seller-Owned IP Rights to enter the public domain or, with
      respect to any Intellectual Property for which Seller has submitted an
      application or obtained a registration, lapse (other than through the expiration
      of registered Intellectual Property at the end of its maximum statutory
      term).

     

    
      
        
        

      

      
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    (c) Seller
      owns and has good and exclusive title to each item of Seller-Owned IP Rights
      and
      each item of Seller Registered Intellectual Property that comprises a portion
      of
      the Assets, free and clear of any Liens (other than non-exclusive licenses
      granted by Seller in the ordinary course of its business consistent with past
      practice on its standard form of customer agreement and on terms materially
      similar to such standard form). “Seller
      Registered Intellectual Property”
means
      all United States, international and foreign: (i) patents and patent
      applications (including provisional applications); (ii) registered trademarks,
      applications to register trademarks, intent-to-use applications or other
      registrations or applications related to trademarks; (iii) registered Internet
      domain names; (iv) registered copyrights and applications for copyright
      registration; and (v) any other Intellectual Property that is the subject of
      an
      application, certificate, filing, registration or other document issued, filed
      with or recorded by any governmental authority owned by, registered or filed
      in
      the name of Seller. “Third-Party
      Intellectual Property Rights”
means
      any Intellectual Property owned by a third party.

     

    (d) Schedule
      3.16
      of the
      Seller Disclosure Schedule lists all Seller Registered Intellectual Property
      that comprises a portion of the Assets, including the jurisdictions in which
      each such item of Intellectual Property has been issued or registered or in
      which any application for such issuance and registration has been filed or
      in
      which any other filing or recordation has been made. 

     

    (e) All
      registration, maintenance and renewal fees currently due in connection with
      each
      item of Seller Registered Intellectual Property have been paid and all
      documents, recordations and certificates in connection with such Seller
      Registered Intellectual Property currently required to be filed have been filed
      with the relevant patent, copyright, trademark or other authorities in the
      United States or foreign jurisdictions, as the case may be, for the purposes
      of
      prosecuting, maintaining and perfecting such Seller Registered Intellectual
      Property and recording the Seller’s ownership interests therein.

     

    (f) There
      are
      no royalties, honoraria, fees or other payments payable by the Seller to any
      person or entity (other than salaries payable to employees, consultants and
      independent contractors not contingent on or related to use of their work
      product), as a result of the ownership, use, possession, license-in,
      license-out, sale, marketing, advertising or disposition of any Seller-Owned
      IP
      Rights by Seller.

     

    (g) To
      the
      best knowledge of the Seller, there is no unauthorized use, unauthorized
      disclosure, infringement or misappropriation of any Seller-Owned IP Rights
      by
      any third party, including any employee or former employee of Seller. Seller
      has
      not brought any action, suit or proceeding for infringement or misappropriation
      of any Intellectual Property or breach of any Seller IP Rights
      Agreement.

     

    
      
        
        

      

      
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    (h) To
      the
      best knowledge of the Seller, no current or former employee, consultant or
      independent contractor of Seller has any right, license, claim or interest
      whatsoever in or with respect to any Seller-Owned IP Rights. 

     

    For
      purposes of this Agreement, (i) “Intellectual
      Property”
means
      any and all worldwide industrial and intellectual property rights and all rights
      associated therewith, including all patents and applications therefor and all
      reissues, divisions, renewals, extensions, provisionals, continuations and
      continuations-in-part thereof, all inventions (whether patentable or not),
      invention disclosures, improvements, trade secrets, proprietary information,
      know how, technology, technical data, proprietary processes and formulae,
      algorithms, specifications, customer lists and supplier lists, all industrial
      designs and any registrations and applications therefor, all trade names, logos,
      common law trademarks and service marks, trademark and service mark
      registrations and applications therefor, Internet domain names, Internet and
      World Wide Web URLs or addresses, all copyrights, copyright registrations and
      applications therefor, and all other rights corresponding thereto, all mask
      works, mask work registrations and applications therefor, and any equivalent
      or
      similar rights in semiconductor masks, layouts, architectures or topology,
      all
      computer software, including all source code, object code, firmware, network
      and
      network equipment monitoring, management and security related tools and
      utilities, development tools, files, records and data, all schematics, netlists,
      test methodologies, test vectors, emulation and simulation tools and reports,
      hardware development tools, and all rights in prototypes, breadboards and other
      devices, all databases and data collections and all rights therein, all moral
      and economic rights of authors and inventors, however denominated, and any
      similar or equivalent rights to any of the foregoing, and all tangible
      embodiments of the foregoing, (ii) “Seller
      IP Rights”
means
      any and all Intellectual Property related to the Assets, and (iii) “Seller-Owned
      IP Rights”
means
      Seller IP Rights that are owned or are purportedly owned by Seller.

     

    3.17 No
      Violation.
      The
      execution, delivery and performance of this Agreement and all other agreements
      and instruments executed and delivered by the Seller in connection with this
      Agreement and the consummation of the transactions contemplated hereby and
      thereby will not conflict with or result in the breach of any term or provision
      of, or violate or constitute a judgment, decree, writ, law or regulation to
      which the Seller is a party or by which the Seller is in any way bound or
      obligated.

    


    3.18 Representations
      as of the Effective Date and Closing.
      The
      Seller Entities’ representations set forth in this Agreement shall be true on
      and as of the date of this Agreement and the Closing as though such
      representations were made on and as of such times.

    


    3.19 Disclaimer
      of Other Representations and Warranties.
      Except
      as expressly set forth in this Article
      III,
      the
      Seller makes no representations or warranties, express or implied, at law or
      in
      equity, in respect of any of its assets (including, without limitation, the
      Assets), liabilities or operations, including without limitation, with respect
      to merchantability or fitness for any particular purpose, and any such other
      representations or warranties are hereby expressly disclaimed. The Purchaser
      hereby acknowledges and agrees that, except to the extent specifically set
      forth
      in this Article
      III,
      the
      Purchaser is purchasing the Assets on an “as-is, where-is basis.” Without
      limiting the generality of the foregoing, the Seller makes no representation
      or
      warranty regarding any assets other than the Assets and none shall be implied,
      at law or in equity.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    


    AGREEMENTS
      OF THE PARTIES

    


    4.01 Access
      and Information.
      Each
      Seller Entity shall afford to the Purchaser and Purchaser’s accountants, counsel
      and other representatives full and reasonable access from time to time
      throughout the period from the date hereof until the Closing Date to Seller’s
      properties, books, contracts, commitments, personnel and records relating to
      the
      Business and the Assets, and, during such period, each Seller Entity will (or
      will cause its representatives to) furnish to the Purchaser and the Purchaser’s
      accountants, counsel and other representatives copies of such documents and
      all
      such other information as the Purchaser may reasonably request as well as any
      other information that the Purchaser or its accountants, counsel and other
      representatives deem necessary to complete any filings necessary under the
      Securities Act of 1933, as amended (the “Securities
      Act”)
      or the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).

    


    4.02 Conduct
      of the Business Pending Closing.
      From
      the date hereof through the Closing Date:

    


    (a) Ordinary
      Course of Business.
      Each
      Seller Entity shall use all reasonable efforts to preserve the business
      organization of the Business intact, and to preserve for Purchaser the goodwill
      of those suppliers, customers, employees and others having business relations
      involving the Assets;

    


    (b) Operation
      of Business.
      Each
      Seller Entity shall maintain the Assets in good order and condition, subject
      to
      ordinary wear and tear;

    


    (c) Contracts.
      No
      Seller Entity shall enter into any contract, purchase order or other commitment
      directly or indirectly affecting the Assets, except contracts and commitments
      entered into in the ordinary course of business consistent with past practices,
      which are freely transferable to Purchaser without the consent of any party,
      and
      with respect to which Seller has obtained Purchaser’s prior written
      consent;

    


    (d) Material
      Adverse Effect.
      Seller
      shall give prompt written notice (but not later than two (2) business days
      after
      the occurrence thereof) to Purchaser of any (i) Material Adverse Effect; and
      (ii) change that would render any representation or warranty made by any Seller
      Entity hereunder untrue or incomplete in any material respect as of the date
      of
      such change;

    


    (e) Compliance
      with Representations and Warranties.
      Without
      limiting the foregoing, each Seller Entity agrees that it shall not take any
      action or permit to occur any event, directly or indirectly within the control
      of Seller, that would cause any representation or warranty contained herein
      to
      be inaccurate or untrue on or prior to the Closing Date; and


    
      
        
        

      

      
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    (f) Consents.
      Each
      Seller Entity shall use its best efforts to obtain all consents and approvals
      of
      third parties necessary for the consummation of the transactions contemplated
      by
      this Agreement.

    


    4.03 Exclusivity.
      From and
      after the date hereof through the Closing Date, no Seller Entity nor any of
      their respective Affiliates, partners, shareholders, officers, directors,
      employees, or agents, shall, directly or indirectly, solicit, initiate or engage
      in or continue (including without limitation, furnishing any information
      concerning the Assets) discussions, inquiries or proposals, or enter into any
      negotiations for the purpose or with the intention of leading to any proposal,
      concerning the acquisition or purchase by any other party of the Business or
      any
      part thereof or any Asset.

    


    4.04 Stockholders’
      Consent; Information Statement.

    


    (a) RGA
      shall, as soon as practicable after the execution of this Agreement, distribute
      to its stockholders, the RGA Stockholder Consent; together with the written
      recommendation of the Board of Directors of RGA that the terms of this Agreement
      are fair to and in the best interest of the stockholders of RGA and declaring
      this Agreement to be advisable. 

    


    (b) As
      promptly as practicable but in no event later than ten (10) days after the
      execution of this Agreement, RGA, after consultation with Purchaser, shall
      file
      an information statement (the “Information
      Statement”)
      under
      and pursuant to the provisions of the Exchange Act. RGA, after consultation
      with
      Purchaser, shall respond promptly to all comments made by the Securities and
      Exchange Commission (the “SEC”)
      with
      respect to the preliminary Information Statement and cause a definitive
      Information Statement to be filed with the SEC and mailed to its stockholders,
      as required by the Exchange Act. RGA will notify Purchaser promptly of the
      receipt of any comments from the SEC or its staff and of any request by the
      SEC
      or its staff for amendments or supplements to the Information Statement, or
      for
      additional information, and will supply Purchaser with copies of all
      correspondence between RGA and the SEC or its staff with respect to the
      Information Statement. RGA shall provide draft Information Statements to
      Purchaser and use commercially reasonable efforts to accept Purchaser’s comments
      related thereto.

    


    (c) Each
      of
      Purchaser and RGA agrees to provide as promptly as practicable to the other
      such
      information concerning its business and financial statements and affairs as,
      in
      the reasonable judgment of the other party, may be required or appropriate
      for
      inclusion in the Information Statement or in any amendments or supplements
      thereto, and to cause its counsel and auditors to cooperate with the other’s
      counsel and auditors in the preparation of the Information
      Statement.

    


    (d) At
      the
      time the Information Statement is mailed to RGA’s stockholders, RGA will ensure
      that the Information Statement will (i) not contain any untrue statement of
      a
      material fact, or omit to state any material fact required to be stated therein
      as necessary, in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading or necessary and (ii)
      comply in all material respects with the provisions of the Securities Act and
      Exchange Act, as applicable, and the rules and regulations thereunder; provided,
      however, no representation is made by Purchaser or RGA with respect to
      statements made in the Information Statement based on information supplied
      by
      the other party expressly for inclusion or incorporation by reference in the
      Information Statement or information omitted with respect to the other
      party.


    
      
        
        

      

      
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    4.05 Casualty.
      If,
      prior to the Closing, the Business or any Asset sustains material damage or
      destruction by fire or other casualty that Seller does not completely repair
      prior to Closing, Purchaser may elect to either (a) terminate this Agreement
      by
      providing written notice thereof to Seller, or (b) consummate the transactions
      contemplated by this Agreement subject to a mutually agreeable adjustment in
      the
      Purchase Price to reflect such unrepaired casualty loss insurance.

    


    4.06 Employment
      Matters.

    


    (a) Employment.
      Each
      Seller Entity agrees that Purchaser is under no obligation to: (i) hire any
      employees of the Business; (ii) maintain any of RGA’s or any of its Affiliates’
employees that it does hire at the same position, title or level of
      responsibility that they had with RGA or any of its Affiliates; (iii) grant
      seniority or service credit or recognize accrued vacation or sick leave time
      to
      any such employee; or (iv) pay any specified level of compensation or benefits
      to any such employee.

    


    (b) Employment
      Liabilities.
      Purchaser does not assume, and Seller or its Affiliates, as applicable, hereby
      retains, any and all employment related costs, obligations and liabilities
      of
      the Business, including, without limitation, costs, obligations and liabilities
      relating to severance rights of employees of the Business (including those
      rights to health care continuation coverage under the Consolidated Omnibus
      Budget Reconciliation Act of 1985, as amended (“COBRA”)),
      employment discrimination, unfair labor practices, wage and hour laws, health
      and safety, workers compensation, wrongful discharge, compensation, fringe
      benefits, insurance, employee benefit plans, pensions, retiree medical,
      severance pay, vacations, torts, accidents, disabilities, injuries, sickness,
      exposure to harmful conditions, breach of oral or written employment contracts
      or collective bargaining agreements, or breach of law, statute, judgment,
      decree, injunction, order, writ, rule or regulation of any governmental
      authority. The entire liability for continuing acts or conditions (such as
      exposure to harmful conditions or continuing discrimination) shall be retained
      and assumed by Seller.

    


    (c) Employment
      Agreement.
      HSOA
      and James Rea agree to use commercially reasonable efforts to negotiate and
      execute an agreement for the employment of James Rea by HSOA or one of its
      subsidiaries upon terms mutually acceptable to HSOA and James Rea.
      Notwithstanding the foregoing sentence, (i) James Rea acknowledges and agrees
      that neither HSOA nor any of its subsidiaries has any obligation to hire James
      Rea, and (ii) HSOA acknowledges and agrees that James Rea has no obligation
      to
      agree to any employment arrangement with HSOA or any of its
      subsidiaries.


    
      
        
        

      

      
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    4.07 Pre-closing
      Deliveries.
      

    


    (a) The
      Seller’s Deliveries.
      Concurrently with the execution of this Agreement, the Seller shall deliver
      to
      the Purchaser, each of the following:

    


    (i) the
      Seller’s Disclosure Schedule to this Agreement, satisfactory to the Purchaser in
      all respects;

    


    (ii) all
      corporate resolutions of each Seller Entity approving this Agreement and the
      transactions contemplated hereby; 

    


    (iii) the
      duly
      executed RGA Stockholder Consent; and 

    


    (iv) a
      duly
      executed counterpart to the Equipment Lease between CTFD, CTFD Marine and the
      Purchaser (the “Lease”),
      pursuant to which CTFD and CTFD Marine agree
      to
      lease certain equipment to the Purchaser upon the terms set forth
      therein.

    


    (b) The
      Purchaser’s Deliveries.
      Concurrently with the execution of this Agreement, the Purchaser shall deliver
      to the Seller, each of the following:

    


    (i) the
      corporate resolutions of the Purchaser approving this Agreement and the
      transactions contemplated hereby; and

    


    (ii) a
      duly
      executed counterpart to the Lease.

    


    ARTICLE
      V

    


    REPRESENTATIONS
      OF PURCHASER

    


    The
      Purchaser represents the following:

    


    5.01 Good
      Standing.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida.

    


    5.02 Corporate
      Approval.
      This
      Agreement, and the execution, delivery and performance of same, have been duly
      approved by the Purchaser and HSOA and constitutes a valid and binding
      obligation against the Purchaser and HSOA, enforceable in accordance with its
      terms. No consent, approval or order of any person, entity, organization or
      third party is required in connection with the execution, delivery or
      performance of the transactions contemplated by the Agreement other than such
      consents that have been obtained or that will be obtained prior to the Closing
      Date. A copy of all corporate resolutions of the Purchaser and HSOA relating
      to
      this Agreement and the transactions contemplated hereby shall be delivered
      by
      the Purchaser to the Seller upon the execution hereof.

     

    
      
        
        

      

      
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    5.03 Brokers
      or Finders Fees.
      No
      person is entitled to compensation by reason of any agreement or understanding
      with the Purchaser, as a broker or finder in connection with the sale and
      purchase of the Assets. 

    


    5.04 Litigation.
      Other
      than in relation to any claims or causes of action of Laurus, including based
      on
      the lawsuits filed August 31, 2007 in the New York County Clerk’s Office
      entitled Laurus Master Fund, Ltd. v. Home Solutions of America, Inc. and
      Fireline Restoration, Inc. and Laurus Master Fund, Ltd. v. Frank Fradella,
      there
      is not pending or, to the knowledge of the Purchaser, threatened, any
      litigation, action, suit, arbitration, investigation, inquiry, audit, complaint,
      charge or other proceeding to which the Purchaser is a party involving the
      Purchaser’s business, or to which the Purchaser’s business is or could be
      subject, before or by any court or governmental or regulatory agency or
      body.

    


    5.05 No
      Violation.
      The
      execution, delivery and performance of this Agreement and all other agreements
      and instruments executed and delivered by the Purchaser in connection with
      this
      Agreement and the consummation of the transactions contemplated hereby and
      thereby will not conflict with or result in the breach of any term or provision
      of, or violate or constitute a judgment, decree, writ, law or regulation to
      which the Purchaser is a party or by which the Purchaser is in any way bound
      or
      obligated.

    


    5.06 Financial
      Capability.
      The
      Purchaser has the financial capability to purchase the Assets on the terms
      and
      subject to the conditions set forth in this Agreement. 

    


    5.07 Representations
      as of the Effective Date and Closing.
      The
      Purchaser’s representations set forth in this Agreement shall be true on and as
      of the date of this Agreement and the Closing as though such representations
      were made on and as of such times.

    


    


    ARTICLE
      VI

    


    CONDITIONS
      PRECEDENT TO PERFORMANCE

    


    6.01 Conditions
      Precedent to Seller’s Performance.
      The
      obligations of the Seller to consummate the sale of the Assets to Purchaser
      contemplated by this Agreement under this Agreement are subject to the
      satisfaction of all the conditions set out in this Section 6.01.
      The
      Seller may waive any or all of these conditions in whole or in part without
      prior notice, provided, however, that no such waiver of a condition shall
      constitute a waiver by the Seller of any of its other rights or remedies, at
      law
      or in equity, if the Purchaser shall be in default of any of its
      representations, warranties or covenants under this Agreement:

    


    (a) all
      representations by the Purchaser contained in this Agreement, shall be true
      on
      and as of the date of this Agreement and the Closing; 


    
      
        
        

      

      
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    (b) the
      Purchaser shall have performed all covenants and agreements and satisfied all
      conditions required by this Agreement to be performed, complied with or
      satisfied, shall have released the Laurus Debt and its Liens on the Assets
      pursuant to the terms and conditions of the Release Agreement, and HSOA shall
      have issued the Shares to Laurus under the Release Agreement; and

    


    (c) the
      Purchaser shall have furnished a certificate, executed on behalf of the
      Purchaser, confirming the matters expressed in Sections
      6.01(a) and (b);
      and

     

    (d) all
      applicable waiting periods including those promulgated under the rules and
      regulations of the Securities and Exchange Commission shall have
      expired.

    


    6.02 Conditions
      Precedent to Purchaser’s Performance.
      The
      obligations of the Purchaser to consummate the purchase of the Assets from
      Seller contemplated by this Agreement under this Agreement are subject to the
      satisfaction of all the conditions set out in this Section
      6.02.
      The
      Purchaser may waive any or all of these conditions in whole or in part without
      prior notice, provided, however, that no such waiver of a condition shall
      constitute a waiver by the Purchaser of any of its other rights or remedies,
      at
      law or in equity, if the Seller shall be in default of any of its
      representations, warranties or covenants under this Agreement:

    


    (a) all
      representations by the Seller contained in this Agreement, or in any written
      statement delivered to Purchaser pursuant to the Agreement, shall be true on
      and
      as of the date of this Agreement and the Closing;

    


    (b) the
      Seller shall have performed all covenants and agreements and satisfied all
      conditions required by this Agreement to be performed, complied with or
      satisfied;

    


    (c) the
      Seller shall have timely delivered to the Purchaser all schedules, documents,
      instruments, licenses and agreements required under this Agreement;

    


    (d) Seller
      shall have executed and delivered to Purchaser, all transfer documents,
      instruments and other closing deliveries contemplated by Section
      1.06
      hereof;


    


    (e) Seller
      shall have furnished a certificate, executed on behalf of Seller, confirming
      the
      matters expressed in Sections
      6.02(a), (b), (c) and (d)
      hereof;


     

    (f) Each
      Seller Entity shall have furnished to Purchaser (i) certificates of the
      secretary of state of the state in which each is incorporated, dated as of
      a
      date nor more than five (5) business days prior to the Closing Date, attesting
      to the due incorporation, existence and good standing of each such Seller
      Entity, (ii) copies, certified by the Secretary of State of the state in which
      each is incorporated, dated as of a date not more than five (5) business days
      prior to the Closing Date, of each Seller Entity’s Articles or Certificate of
      Incorporation together with all amendments, (iii) copies, certified by the
      Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each
      as
      amended and in effect as of the Closing Date, (iv) copies, certified by the
      Secretaries of each Seller Entity, of resolutions duly adopted by the Board
      of
      Directors of each Seller Entity duly authorizing the transactions contemplated
      by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the
      RGA
      Stockholder Consent;

     

    
      
        
        

      

      
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    (g) HSOA
      shall have obtained the written consent of its lender(s) to the transactions
      contemplated by this Agreement, and shall have entered into such agreements
      with
      its lender as are necessary or required to consummate the transactions
      contemplated hereby;

    


    (h) Laurus
      shall have released the Laurus Debt and its Liens on the Assets, and Laurus
      and
      HSOA shall have entered into the Release Agreement on terms and conditions
      satisfactory to HSOA and its Board of Directors; 

    


    (i) There
      shall not have occurred any material adverse effect on the Assets, and there
      shall be no pending or threatened litigation affecting any Seller Entity or
      the
      Assets other than as disclosed on Schedule
      3.08
      of the
      Seller’s Disclosure Schedule and existing on the date this Agreement is
      executed, or with respect to the transactions contemplated by this
      Agreement;

    


    (j) the
      RGA
      Stockholder Consent shall be subsisting and valid and not revoked;

    


    (k) all
      applicable waiting periods including those promulgated under the rules and
      regulations of the Securities and Exchange Commission shall have expired;


    


    (l) the
      Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation
      Agreements duly executed by the Designated Employees; and

    


    (m) the
      Closing occurs no later than the Termination Date.

    


    ARTICLE
      VII

    


    INDEMNIFICATION;
      RELEASE

    


    7.01 SELLER
      INDEMNITY. EACH
      SELLER ENTITY, ON A JOINT AND SEVERAL BASIS, SHALL INDEMNIFY, DEFEND AND HOLD
      HARMLESS FROM AND AGAINST, PURCHASER AND HSOA AND THEIR RESPECTIVE OFFICERS,
      DIRECTORS, AGENTS AND AFFILIATES (EACH, A “PURCHASER
      INDEMNIFIED PARTY”
      AND COLLECTIVELY, THE “PURCHASER
      INDEMNIFIED PARTIES”),
      AND REIMBURSE THE PURCHASER INDEMNIFIED PARTIES FOR, ANY AND ALL CLAIMS, LOSSES,
      LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
      REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY, “LIABILITIES”)
      THAT MAY BE INCURRED BY, IMPOSED UPON OR ASSERTED AGAINST ANY PURCHASER
      INDEMNIFIED PARTY ARISING FROM OR RELATING TO: (I) ANY FAILURE OF ANY SELLER
      ENTITY TO ASSUME, PAY, PERFORM AND DISCHARGE ANY LIABILITY OR OBLIGATION OF
      ANY
      SELLER ENTITY; (II) ANY ACTION, CLAIM OR JUDICIAL OR OTHER PROCEEDING ASSERTED
      AGAINST ANY PURCHASER INDEMNIFIED PARTY BY ANY PERSON OR ENTITY, INCLUDING,
      WITHOUT LIMITATION, THE ACTIONS, CLAIMS AND JUDICIAL PROCEEDINGS DESCRIBED
      ON
SCHEDULE
      3.08
      OF THE SELLER’S DISCLOSURE SCHEDULE, OR ANY STOCKHOLDER ACTION OR CLAIM WITH
      RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY LIEN
      OR OTHER CLAIM ON OR WITH RESPECT TO THE ASSETS, OR THE FAILURE OF THE SELLER
      TO
      OBTAIN THE CONSENT OF ANY PERSON OR ENTITY OR ANY STOCKHOLDER OF RGA TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE RELEASE AGREEMENT
      AND
      THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE CONSULTING AGREEMENT AND THE
      TRANSACTIONS CONTEMPLATED THEREBY, OR ANY RELATIONSHIP AMONG HSOA, LAURUS,
      AND
      RGA AND ITS SUBSIDIARIES, RESPECTIVELY, (III) ANY INACCURACY IN OR BREACH OF
      ANY
      REPRESENTATION, WARRANTY, COVENANT, OBLIGATION OR AGREEMENT OF ANY SELLER ENTITY
      CONTAINED HEREIN, OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO;
      (IV) THE OPERATION OF THE BUSINESS OR THE OWNERSHIP, USE OR SALE OF THE ASSETS
      BY THE SELLER PRIOR TO THE CLOSING (INCLUDING, WITHOUT LIMITATION, ANY
      CONTRACTUAL, TAX, PRODUCT, WARRANTY, TORT OR OTHER LIABILITY WHATSOEVER); (V)
      ALL LIABILITIES AND OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, TAX OBLIGATIONS,
      OF ANY SELLER ENTITY, AND (VI) ACT OR OMISSION OF ANY SELLER ENTITY CONSTITUTING
      OR ALLEGEDLY CONSTITUTING FRAUD, EMBEZZLEMENT OR ANY CRIME FOR WHICH
      IMPRISONMENT IS A PUNISHMENT, OR ANY ACT INVOLVING MORAL
      TURPITUDE.

     

    
      
        
        

      

      
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    7.02 PURCHASER
      INDEMNITY. PURCHASER
      AND HSOA,
      ON A JOINT AND SEVERAL BASIS, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FROM
      AND
      AGAINST, EACH SELLER ENTITY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS
      AND
      AFFILIATES (EACH, A “SELLER
      INDEMNIFIED PARTY”
      AND COLLECTIVELY, THE “SELLER
      INDEMNIFIED PARTIES”),
      AND REIMBURSE THE SELLER INDEMNIFIED PARTIES FOR, ANY AND ALL LIABILITIES THAT
      MAY BE INCURRED BY, IMPOSED UPON OR ASSERTED AGAINST ANY SELLER INDEMNIFIED
      PARTY ARISING FROM OR RELATING TO (I) ANY INACCURACY IN OR BREACH OF ANY
      REPRESENTATION, WARRANTY, COVENANT, OBLIGATION OR AGREEMENT OF THE PURCHASER
      OR
      HSOA CONTAINED HEREIN, OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED PURSUANT
      HERETO, AND (II) ANY ACTION, CLAIM OR JUDICIAL OR OTHER PROCEEDING ASSERTED
      AGAINST ANY SELLER INDEMNIFIED PARTY ARISING FROM OR RELATING TO THE PURCHASER’S
      PERFORMANCE AND/OR MANAGEMENT OF SELLER CONSTRUCTION PROJECTS UNDER OR PURSUANT
      TO THE CONSULTING AGREEMENT.

     

    
      7.03 RELEASE
        BY SELLER. FOR
        GOOD AND VALUABLE CONSIDERATION INCLUDING THE PROMISES, AGREEMENTS, COVENANTS,
        REPRESENTATIONS AND OBLIGATIONS OF PURCHASER SET FORTH HEREIN, EFFECTIVE
        AS OF
        THE CLOSING DATE AND SUBJECT TO THE CONSUMMATION OF THE TRANSACTIONS
        CONTEMPLATED BY THIS AGREEMENT, EACH SELLER ENTITY HEREBY
        JOINTLY AND SEVERALLY IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND
        FOREVER DISCHARGES EACH PURCHASER INDEMNIFIED PARTY FROM AND AGAINST ANY
        AND ALL
        CLAIMS, COMPLAINTS, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES AGREEMENTS,
        DAMAGES, CAUSES OF ACTION, RIGHTS, DEBTS, DEMANDS, CONTROVERSIES, COSTS,
        LOSSES,
        DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND
        EXPENSES) WHATSOEVER (INCLUDING, WITHOUT LIMITATION, UNDER ANY MUNICIPAL,
        LOCAL,
        STATE OR FEDERAL LAW, COMMON OR STATUTORY), WHICH THEY OR ANY OF THEIR
        SUCCESSORS, ASSIGNS OR OTHER LEGAL REPRESENTATIVES OWNED, HELD, HAD OR CLAIMED
        TO HAVE HAD OR MAY OWN, HOLD, HAVE OR CLAIM TO HAVE ARISING ON OR PRIOR TO
        THE
        DATE OF THIS AGREEMENT. EACH SELLER ENTITY UNDERSTANDS, ACKNOWLEDGES AND
        AGREES
        THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE
        AND MAYBE USED AS A BASIS FOR INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER
        PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF
        THE
        PROVISIONS OF SUCH RELEASE. SIMILARLY, EACH SELLER ENTITY AGREES THAT NO
        FACT,
        EVENT, CIRCUMSTANCE, EVIDENCE OR TRANSACTION WHICH COULD NOW BE ASSERTED
        OR
        WHICH MAY HEREAFTER BE DISCLOSED SHALL AFFECT IN ANY MANNER THE FINAL, ABSOLUTE
        AND UNCONDITIONAL NATURE OF THE RELEASE SET FORTH ABOVE. THE PURCHASER
        INDEMNIFIED PARTIES UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE RELEASE SET
        FORTH
        ABOVE SHALL NOT EXTEND TO OR LIMIT IN ANY MANNER WHATSOEVER ANY RIGHTS OF
        SELLER
        UNDER THIS AGREEMENT OR ANY CLAIMS OR CAUSES OF ACTION OF SELLER THAT MAY
        ARISE
        OUT OF OR RELATE TO THIS AGREEMENT.

    

     

    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    

     

    7.04 PURCHASER
      RELEASE. FOR
      GOOD AND VALUABLE CONSIDERATION INCLUDING THE PROMISES, AGREEMENTS, COVENANTS,
      REPRESENTATIONS AND OBLIGATIONS OF SELLER SET FORTH HEREIN, EFFECTIVE AS OF
      THE
      CLOSING DATE AND SUBJECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
      BY
      THIS AGREEMENT, EACH OF PURCHASER AND HSOA HEREBY
      JOINTLY AND SEVERALLY IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND
      FOREVER DISCHARGES EACH SELLER INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL
      CLAIMS, COMPLAINTS, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES AGREEMENTS,
      DAMAGES, CAUSES OF ACTION, RIGHTS, DEBTS, DEMANDS, CONTROVERSIES, COSTS, LOSSES,
      DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND
      EXPENSES) WHATSOEVER (INCLUDING, WITHOUT LIMITATION, UNDER ANY MUNICIPAL, LOCAL,
      STATE OR FEDERAL LAW, COMMON OR STATUTORY), WHICH THEY OR ANY OF THEIR
      SUCCESSORS, ASSIGNS OR OTHER LEGAL REPRESENTATIVES OWNED, HELD, HAD OR CLAIMED
      TO HAVE HAD OR MAY OWN, HOLD, HAVE OR CLAIM TO HAVE ARISING ON OR PRIOR TO
      THE
      DATE OF THIS AGREEMENT. EACH OF PURCHASER AND HSOA UNDERSTANDS, ACKNOWLEDGES
      AND
      AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE
      DEFENSE AND MAYBE USED AS A BASIS FOR INJUNCTION AGAINST ANY ACTION, SUIT OR
      OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH
      OF
      THE PROVISIONS OF SUCH RELEASE. SIMILARLY, EACH OF PURCHASER AND HSOA AGREES
      THAT NO FACT, EVENT, CIRCUMSTANCE, EVIDENCE OR TRANSACTION WHICH COULD NOW
      BE
      ASSERTED OR WHICH MAY HEREAFTER BE DISCLOSED SHALL AFFECT IN ANY MANNER THE
      FINAL, ABSOLUTE AND UNCONDITIONAL NATURE OF THE RELEASE SET FORTH ABOVE. THE
      SELLER INDEMNIFIED PARTIES UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE RELEASE
      SET FORTH ABOVE SHALL NOT EXTEND TO OR LIMIT IN ANY MANNER WHATSOEVER ANY RIGHTS
      OF PURCHASER AND HSOA UNDER THIS AGREEMENT OR ANY CLAIMS OR CAUSES OF ACTION
      OF
      PURCHASER AND HSOA THAT MAY ARISE OUT OF OR RELATE TO THIS
      AGREEMENT.

     

    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

    


    TERMINATION
      OF AGREEMENT

    


    8.01 Termination
      of Agreement. This
      Agreement and the transactions contemplated hereby may be terminated and
      abandoned at any time on or prior to the Closing as follows:

    


    (a) by
      the
      written consent of Purchaser and Seller;

    


    (b) by
      Purchaser, (i) if there is or occurs an inaccuracy in any material respect
      in
      the representations and warranties of any Seller Entity set forth in this
      Agreement, which inaccuracy is not capable of being cured by the Termination
      Date, (ii) if there has been a breach in any material respect of a covenant
      of
      any Seller Entity, or a failure in any material respect on the part of any
      Seller Entity to comply with their respective obligations hereunder, and such
      breach or failure is not capable of being cured by the Termination Date; (iii)
      if there occurs any casualty with respect to the any Asset as described herein,
      or (iv) if any proposed supplement, change or amendment to any Schedule
      submitted by Seller to Purchaser is unacceptable to Purchaser;

     

    (c) by
      Purchaser if any of the conditions of the Seller set forth in Section
      6.02
      hereof
      are not satisfied on or before the Termination Date;

     

    (d) by
      Seller, (i) if there is or occurs an inaccuracy in any material respect in
      the
      representations and warranties of Purchaser set forth in this Agreement, which
      inaccuracy is not capable of being cured by the Termination Date, or (ii) if
      there has been a breach in any material respect on the part of Purchaser to
      comply with its obligations hereunder, and such breach or failure is not capable
      of being cured by the Termination Date;

     

    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    


    (e) by
      Seller
      if any of the conditions set forth in Section
      6.01
      hereof
      are not satisfied on or before the Termination Date; or

     

    (f) by
      Purchaser if the Closing Date shall not have occurred before the Termination
      Date for any reason other than the failure of the Purchaser to perform in any
      material respect its obligations hereunder or the breach or inaccuracy in any
      material respect of a representation or warranty made by such
      party.

     

    8.02 Obligations
      Upon Termination. 

     

    (a) In
      the
      event that this Agreement is terminated pursuant to the provisions of
Section
      8.01(a)
      or
(f),
      neither
      party shall have any further obligation to the other. 

     

    (b) If
      either
      party shall terminate this Agreement pursuant to Sections 8.01(b),
      (c),
      (d)
      or
(e)
      because
      a condition to the terminating party’s obligations under this Agreement is not
      satisfied as a result of the other party’s failure to comply with its
      obligations under this Agreement, the terminating party’s right to pursue any
      and all rights it may have at law or equity or hereunder shall survive
      unimpaired.

     

    


    ARTICLE
      IX

    


    MISCELLANEOUS

    


    9.01 Survival
      of Representations.
      All
      statements contained in any exhibit, schedule, certificate or other instrument
      delivered by or on behalf of the Seller or the Purchaser pursuant to this
      Agreement, or in connection with the transaction contemplated hereby, shall
      be
      deemed representations by the Seller or by the Purchaser, respectively,
      hereunder. All representations and agreements made by the Seller and the
      Purchaser shall survive until the third anniversary date following the
      Closing.

    


    9.02 Legal
      Expenses.
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged or actual dispute,
      breach, default or misrepresentation in connection with any of the provisions
      of
      this Agreement, the successful or prevailing party shall be entitled to recover
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it may be
      entitled.

    


    9.03 Invalid
      Provisions.
      If any
      one or more of the provisions of this Agreement shall be held invalid or
      unenforceable, such provision shall be modified to the minimum extent necessary
      to make it valid and enforceable, and the validity and enforceability of all
      other provisions of this Agreement shall not be affected thereby.

    


    9.04 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the Seller and
      the
      Purchaser, and their respective heirs, successors and assigns. This Agreement
      may not be assigned or transferred without the written consent of all parties
      thereto.


    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    


    9.05 Casualty.
      The
      Seller shall bear all risk of casualty loss or damage to the Assets until and
      through the Closing. The Purchaser shall bear all risk of casualty loss or
      damage to the Assets after the Closing.

    


    9.06 Public
      Announcements.
      Any
      public announcement concerning this Agreement before the Closing or any of
      the
      terms hereof shall be made only with the prior approval of the Seller and
      Purchaser, other than required filings under applicable securities
      laws.

    


    9.07 Delivery
      of Exhibits.
      All
      exhibits, schedules, and documents referred to in or attached to this Agreement
      are integral parts of this Agreement and are incorporated herein for all
      purposes as if fully set forth herein.

    


    9.08 Further
      Assurances.
      The
      parties shall give further assurances, take such actions and execute such
      further documents as are necessary or desirable to effectuate the purpose of
      this Agreement.

    


    9.09 Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given (a) on the date of delivery
      if personally delivered, delivered by nationally recognized overnight delivery
      service guaranteeing at least second business day delivery, or (b) on the date
      of delivery as evidenced by the return receipt or similar evidence or on the
      fifth calendar day after mailing, whichever is earlier in time, if mailed,
      by
      registered or certified mail or delivered by any express delivery service,
      postage prepaid, and properly addressed as set forth below or at such other
      address as the addressee may have previously specified by notice delivered
      in
      accordance with this paragraph.

    


    If
      to
      Seller:

     

    RG
      America, Inc.
Restoration
      Group America 2003, Inc.

    Restoration
      Group America, Inc.

    RG
      Restoration, Inc. 

    RG
      Insurance Services, Inc.

    CTFD,
      Inc.

    CTFD
      Marine, Inc.

    RG
      Risk
      Management, Inc.

    Invvision
      Funding, Inc.

    Practical
      Building Solutions 2000, Inc.

    RG
      Florida GC, Inc.

    Attn:
      James Rea

    1507
      Capital Avenue, Suite 101

    Plano,
      Texas 75074

    Facsimile:
      (972) 665-0865


    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

      

    


    With
      a
      copy (which shall not constitute notice) to:

    


    Hughes
      & Luce LLP

    1717
      Main
      Street

    Suite
      2800

    Dallas,
      Texas 75201

    Attention:
      I. Bobby Majumder, Esq.

    Facsimile:
      (214) 939-5849

    


    If
      to
      Purchaser:

     

    Fireline
      Restoration, Inc.

    Attn:
      Brian Marshall, President

    3018
      Horatio Street

    Tampa,
      Florida 33609

    Facsimile:
      (813) 353-972

    


    9.10 GOVERNING
      LAW.
      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS
      OF THE UNITED STATES AND THE STATE OF TEXAS AND WILL, TO THE MAXIMUM EXTENT
      PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE IN DALLAS COUNTY, TEXAS.


    


    9.11 Effect
      of Captions.
      The
      captions of sections of this Agreement shall have been inserted solely for
      convenience and reference, and shall not control or affect the meaning or
      construction of any of the provisions of this Agreement.

    


    9.12 Entire
      Agreement; Modification; Waiver.
      This
      Agreement constitutes the entire Agreement between the Seller and the Purchaser
      pertaining to the subject matter contained herein, and supersedes all prior
      agreements, representations and all understandings of the parties. The parties
      acknowledge and agree that no supplement or amendment of this Agreement shall
      be
      binding unless expressed as such and executed in writing by the Seller and
      the
      Purchaser. No waiver of any of the provisions of this Agreement shall be deemed
      or constitute a waiver of any other provision, whether or not similar, nor
      shall
      any waiver constitute a continuing waiver.

     

    [The
      remainder of this page is left blank intentionally.]



    
      
        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the day and year first above written.

    


    
      	
              SELLER:

            	 	
              RG
                AMERICA, INC.

            
	 	 	 	 
	 	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	 	
              Name:

            	
              James
                A. Rea

            
	 	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 
	
              PURCHASER:

            	 	
              FIRELINE
                RESTORATION, INC.

            
	 	 	 
	 	 	
              By:
                

            	
              /s/
                Brian Marshall

            
	 	 	
              Name:

            	
              Brian
                Marshall

            
	 	 	
              Title:

            	
              President

            
	 	 	 
	
              OTHER
                SELLER ENTITIES:

            	 	
              RESTORATION
                GROUP AMERICA, 2003, INC.

            
	 	 	 
	 	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	 	
              Name:

            	
              James
                A. Rea

            
	 	 	
              Title:

            	
              President

            
	 	 	 
	 	 	
              RESTORATION
                GROUP AMERICA, INC.

            
	 	 	 
	 	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	 	
              Name:

            	
              James
                A. Rea

            
	 	 	
              Title:

            	
              President

            
	 	 	 
	 	 	
              RG
                RESTORATION, INC.

            
	 	 	 
	 	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	 	
              Name:

            	
              James
                A. Rea

            
	 	 	
              Title:

            	
              President

            
	 	 	 


    


    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    

    


    
      	 	
              RG
                INSURANCE SERVICES, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              CTFD,
                INC.

            
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              CTFD
                MARINE, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              RG
                RISK MANAGEMENT, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              INVVISION
                FUNDING, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            


    


    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    


    


    
      	 	
              PRACTICAL
                BUILDING SOLUTIONS 2000, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              RG
                FLORIDA GC, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                James A. Rea

            
	 	
              Name:

            	
              James
                A. Rea

            
	 	
              Title:

            	
              President

            


    

     

    AGREED
      AND ACCEPTED AS TO SECTION 4.06(c):

        


    
      	
              /s/
                James A. Rea

            
	
              James
                A. Rea

            


    


    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    


    THE
      PROVISIONS OF SECTION 1.02 ARE HEREBY AGREED TO AND
      ACCEPTED:

    


    
      	
              HOME
                SOLUTIONS OF AMERICA, INC.

            
	 
	
              By:
                

            	
              /s/
                Jeff Mattich

            
	
              Name:

            	
              Jeff
                Mattich

            
	
              Title:

            	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        -
          27
          -

        
          

        

      

      
        
        

      

    


    List
      of Exhibits

     

    
      	
              Exhibit
                A

            	
              Royalty
                Agreement

            
	 	 
	
              Exhibit
                B

            	
              Allocation
                of Purchase Price

            


    

    


    List
      of Schedules

    


    
      	
              Schedule
                1.01

            	
              Assets

            
	 	 
	
              Schedule
                2.03

            	
              Liabilities

            
	 	 
	
              Schedule
                3.05

            	
              Liens

            
	 	 
	
              Schedule
                3.08

            	
              Litigation

            
	 	 
	
              Schedule
                3.11

            	
              Absence
                of Undisclosed Information

            
	 	 
	
              Schedule
                3.16

            	
              Intellectual
                Property

            


    

     

    
      
        
        

      

      
        -
          28
          -