Exhibit 10.1

















 

EXECUTIVE
EMPLOYMENT AGREEMENT




This Executive
Employment Agreement (this "Agreement") is made and entered into as of
January 10, 2006 (the "Effective Date"), by and among  Home Solutions of
America, Inc., a Delaware corporation (the "Employer") and Jeffrey M.
Mattich, an individual resident of the State of Texas (the "Executive").




WITNESSETH




WHEREAS,
the Executive has certain skills, experience, and abilities that may be
valuable to the success of the Employer's operations and future profitability;




WHEREAS,
the Employer desires to employ and retain the services of the Executive as a
full-time employee in the positions of Senior Vice President and Chief
Financial Officer of Employer, and the Executive desires to work for and be
employed by Employer in such positions; and




WHEREAS, the
Employer and the Executive desire to set forth the terms and conditions
pursuant to which the Executive will be employed by the Employer.




NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:




Section 1:         EMPLOYMENT
TERM AND DUTIES




1.01     Employment. 
The Employer hereby employs the Executive, and the Executive hereby accepts
employment by the Employer, upon the terms and conditions set forth in this
Agreement.




1.02     Term. 
Unless earlier terminated as herein provided, the Executive's employment  with
the Employer pursuant to this Agreement shall commence on the Effective Date
and shall end on the final day of the Term (as defined in this Section 1.02). 
For purposes of this Agreement, the "Term" shall mean a period of time
commencing on the Effective Date and continuing until December 31, 2007 (the "Expiration Date").




1.03     Duties
and Services.  The Executive will be employed as the Senior Vice President
and Chief Financial Officer of Parent in Dallas, Texas, and will have such
duties and perform such services as are customary with such positions, or as
otherwise requested by management officials senior in authority to the
Executive.  The Executive will devote at 100% of his business time, attention,
skill, and energy exclusively to the business of the Employer.  The Executive
will comply with all applicable Employer policies and procedures as well as
with all applicable laws in performing his duties for the Employer.  The
Executive will be available to travel on Employer business as the needs of the
Employer may reasonably require.

 

 

 






























Section 2:         COMPENSATION




2.01     Salary.
Subject to the provisions of Section 4 of this Agreement that relate to
compensation of the Executive following the termination of the Employment
Period (as defined in Section 8 of this Agreement), the Executive will be paid
an annual base salary of $190,000 (such amount, as it may be increased from
time to time, is hereinafter referred to as "Salary") for the duration
of the Term.  The Employer shall withhold from each installment of the Salary
all applicable federal, state, and local income and other payroll taxes.  The Board of Directors of the Parent will consider annually, whether or not to
increase the salary of the Executive.  Executive will be eligible for an annual
bonus of up to 40% of Salary (Bonus).  The criteria for the Bonus will be both
subjective and objective and the criteria will be established between Executive
and the Prsident of Employer at the beginning of each calendar year.  Executive
will also be paid a one time sign-on bonus of $25,000 at the end of the first
pay period of Executive's tenure (paid on 1-15-06).




2.02     Benefits. 
For the duration of the Employment Period and as otherwise set forth herein,
the Executive and his dependents (if applicable), will be permitted to
participate in such pension, bonus, health insurance, disability income
insurance, and other employee benefit plans of the Employer (collectively, "Benefits")
that may be in effect from time to time to the extent the Executive and his
dependents are eligible for participation under the terms of such plans.  




2.03     Stock
Options.  Upon the execution of this Agreement and the stock option
agreement in the form attached hereto as Exhibit A (the "Stock Option
Agreement"), and upon the Executive's compliance with the Form ID and Form
3 filing requirements promulgated under Section 16 of the Securities Act of
1934, as amended, the Executive shall receive a stock option to purchase
250,000 shares of common stock, $.001 par value, of the Parent, at a per share
exercise price equal to the Market Price on the date of grant, vested over a
three-year period, subject to the terms and conditions contained within the
Stock Option Agreement.  




Section
3:         FACILITIES AND EXPENSES




The
Executive will use the office space, equipment, supplies, and such other
facilities, property, and personnel as are currently being provided by the
Employer for such purposes to perform his duties under this Agreement.  The
Employer will reimburse the Executive for reasonable expenses incurred by the
Executive in the performance of his duties in accordance with the Employer's
employment policies in effect from time to time; provided, however, that the
Executive must file written expense reports with respect to such expenses, in
accordance with the Employer's employment policies, before the Executive may
receive such reimbursement.

 

 








	
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Section 4:         TERMINATION




4.01     Termination of Employment Period.




(a)         Death of the Executive.  The
Employment Period shall terminate immediately and automatically upon the death
of the Executive.




(b)        Termination by the Employer.  The
Employer may terminate the Employment Period (i) immediately upon the delivery
of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by
the Employer to the Executive setting forth the facts that indicate that a
determination has been made that the Executive has a Disability in accordance
with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice
of Termination by the Employer to the Executive setting forth the facts that
indicate that an event constituting Cause (as defined in Section 4.03 of this
Agreement) has occurred, or on such later date as may be set forth in such
Notice of Termination; or (iii) at any time without Cause effective as of the
30th day following the delivery of a Notice of Termination by the Employer to
the Executive, or on such later date as may be set forth in such Notice of
Termination.




(c)        Termination by the Executive.  The
Executive may terminate the Employment Period (i) immediately upon delivery of
a Notice of Termination by the Executive to the Employer setting forth facts
that indicate that an event constituting Good Reason (as defined in Section
4.04 of this Agreement) has occurred within the 30 days immediately prior to
the date of delivery of such Notice of Termination, or (ii) immediately upon
his resignation for any reason other than Good Reason.




(d)        Notice
of Termination.  For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice (delivered in accordance with
Section 7.06 herein) that indicates the specific termination provision in this
Agreement upon which the person intending to terminate the Employment Period is
relying and sets forth in reasonable detail the facts and circumstances that
provide a basis for termination of the Employment Period under such termination
provision. 

4.02     Definition of "Disability."  For purposes
of this Agreement, the Executive will be deemed to have a "Disability"
under any of the following conditions: (a) for physical or mental reasons, the
Executive is unable to render and perform substantially and continuously the
Executive's duties and services as required by this Agreement for 12
consecutive weeks, or for 16 nonconsecutive weeks during any 12-month period,
or (b) the prognosis or recommendations of the Examining Doctor (as defined in
this Section 4.02) are such that the Executive would be unable to render and
perform substantially and continuously the Executive's duties and services
under this Agreement for 12 consecutive weeks, or for 16 nonconsecutive weeks
during any 12-month period.  Upon the request of either party hereto following
written notice to the other, the Disability of the Executive will be determined
by a medical doctor (the "Examining Doctor") who shall be selected as
follows: the Employer and the Executive shall each select a medical doctor, and
those two medical doctors will select a third medical doctor who will be the
Examining Doctor.  The determination of the Examining Doctor as to whether or
not the Executive has a Disability will be binding on both parties hereto.  The
Executive must submit to a reasonable number of examinations by the Examining
Doctor, and the Executive hereby authorizes the disclosure and release to the
Employer of such determination and the results of such examinations.  If the
Executive is not legally competent, the Executive's legal guardian or duly
authorized attorney-in-fact will act in the Executive's stead under this
Section 4.02 for the purposes of submitting the Executive to examinations and
providing any such authorizations of disclosure.

 








	
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4.03     Definition of "Cause."  For purposes of
this Agreement, "Cause" shall mean: (a) the Executive's material and
persistent failure to perform his duties and services in accordance with this
Agreement, unless such failure is due to the Executive's Disability, or the
Executive's material violation of this Agreement or any material inaccuracy of
any representation or warranty of the Executive contained herein, unless, for
any such failure, violation, or inaccuracy that is capable of being cured, the
Executive cures such failure, violation, or inaccuracy within 10 days of the
Employer providing written notice to the Executive of such failure, violation,
or inaccuracy; (b) the appropriation (or attempted appropriation) by Executive of
a material business opportunity of the Employer, including, but not limited to,
attempting to secure or securing any personal profit in connection with any
transaction entered into on behalf of the Employer; (c) the theft, fraud, or
embezzlement by the Executive of any of the real or personal property, tangible
or intangible, of the Employer or any of its Affiliates; (d) the commission of
an act of fraud by the Executive upon, or bad faith or willful misconduct
toward, the Employer or any of its Affiliates; (e) conduct by the Executive constituting
gross negligence or recklessness, as determined by the  Employer in its sole
but reasonable discretion, that is materially injurious to the Employer, a
customer of the Employer, or any of the Employer's Affiliates; or (f) the
conviction of, the indictment for (or its procedural equivalent), or the
entering of a guilty plea or plea of no contest by the Executive with respect to,
a felony, the equivalent thereof, or any other crime with respect to which
imprisonment is a possible punishment.  The Board of Directors of Parent shall
determine on behalf of Employer whether "Cause" exists.  "Cause" relating to
FIBER-SEAL or Parent shall constitute "Cause" as to the other company as well.




4.04     Definition of "Good Reason."  For the
purposes of this Agreement, the phrase "Good Reason" means (i) the
Employer's material breach of this Agreement and the Employer's failure to
remedy such breach within 10 days following the delivery of written notice of
such breach by the Executive to the Employer; (ii) the assignment by the
Employer to the Executive, without the prior written consent of the Executive,
of responsibilities or duties that are substantially different from the duties
and services set forth in Section 1.03 of this Agreement; (iii) the relocation
of the Executive from Dallas, Texas, or (iv) demotion of the Executive in rank,
title or duties.




4.05     Effect of Termination of Employment Period;
Post-Termination Benefits.  Upon the termination of the Employment Period
in accordance with Section 4.01 of this Agreement, the Executive's obligation
to render to the Employer the services described in Section 1.03 of this
Agreement shall cease and the Employer shall pay the Executive or, in the event
of his death while amounts remain payable hereunder, his Designated Beneficiary
(as defined in this Section 4.05), if at all, as follows:

 

 

 








	
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(a)        Termination
by the Employer with Cause or by the Executive without Good Reason.  If the
Employment Period is terminated in accordance with Section 4.01(b)(ii) or
Section 4.01(c)(ii) of this Agreement, the Executive will be entitled to
receive solely that portion of his Salary, payable in accordance with the
Employer's normal payroll practices, accrued by the Executive as of the date of
the termination of the Employment Period.  The Executive shall not receive, and
shall not be entitled to receive, any Salary or Benefits thereafter, except as
otherwise required in accordance with federal or state law or the terms of the
plans governing the benefits provided hereunder.




(b)        Termination
by the Employer without Cause or by the Executive with Good Reason.  If the
Employment Period is terminated in accordance with Section 4.01(b)(iii) or
Section 4.01(c)(i) of this Agreement, the Employer shall pay the Executive the
Salary and the Benefits for the lesser of (i) the remainder of the Term, or
(ii) six months from the date of termination.  In addition, Section 6 of this
Agreement shall immediately become null and void upon a termination by the
Employer without Cause or by the Executive with Good Reason.




(c)        Termination upon Death or Disability. If
the Employment Period is terminated in accordance with Section 4.01(a) or
Section 4.01(b)(i), the Employer will pay to the disabled Executive or to the
Executive's Designated Beneficiary, as the case may be, in accordance with its
normal payroll practices, the customary installments of the Salary and the
Benefits that were provided to the Executive during the Employment Period, if
applicable, until the earlier of the Expiration Date or the 90th day
following the date of the Executive's death or the date of the determination by
the Examining Doctor that the Executive has a Disability.  Following such date,
the Executive or the Executive's Designated Beneficiary shall have no right to
receive, and the Employer shall have no further obligation to pay to the
Executive, further monthly installments of Salary or Benefits; provided,
however, that, in the event the Executive is determined to have a Disability,
the Employer has maintained the disability income insurance referred to in
Section 2.02 of this Agreement and the Executive is entitled to benefits under
that insurance.  In the event the Employer has not maintained such disability
income insurance, then the Employer shall continue to pay the Salary and the
Benefits to the Executive for the remainder of the Term.  For the purposes of
this Agreement, the Executive's "Designated Beneficiary" means such
individual beneficiary or trust, located at such address as the Executive may
designate by written notice to the Employer from time to time or, if the
Executive fails to give written notice to the Employer of such a beneficiary,
the Executive's estate; provided, however, that, notwithstanding the preceding
sentence, the Employer shall have no duty under any circumstances to attempt to
open an estate on behalf of the Executive, to determine whether any beneficiary
designated by the Executive is alive, to determine the existence of any trust,
to determine whether any person or entity purporting to act as the Executive's
personal representative (or the trustee of a trust established by the
Executive) is duly authorized to act in that capacity, or to locate or attempt
to locate any beneficiary, personal representative, or trustee.




(d)        Accrued Benefits.  Unless otherwise
required by this Agreement, federal or state law, or the terms of the relevant
plans providing Benefits hereunder, the Executive's accrual of the Benefits
pursuant to Section 2.02 hereof will cease on the date of the termination of
the Employment Period, and the Executive will thereafter be entitled to accrued
Benefits pursuant to such plans only as provided in such plans. 

 

 






	
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(e)        Release.  No amount shall be payable to
the Executive under Section 4.05(b) or (c) following the termination of the
Employment Period unless the Executive signs and delivers to the Employer,
promptly after the termination of the Employment Period, a release and waiver
of claims in a form prepared by the Employer.




Section 5:         NON-DISCLOSURE COVENANT




5.01     Confidential Information Defined. 
For the purposes of this Section 5, the phrase "Confidential Information"
means any and all of the following: trade secrets concerning the business and
affairs of the Employer or its Affiliates, product specifications, data,
know-how, formulae, compositions, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs
(including object code, machine code, and source code), computer software and
database technologies, systems, structures, and architecture (and related
formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, and methods); information concerning the
business and affairs of the Employer or its Affiliates (which includes
historical financial statements, financial projections and budgets, historical
and projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, personnel training techniques and materials, however
documented); and notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer or its Affiliates containing or based,
in whole or in part, on any information included in the foregoing. 
Notwithstanding the foregoing, Confidential Information shall not include any
information that the Executive demonstrates was or became generally available
to the public other than as a result of a disclosure of such information by the
Executive or any other person under a duty to keep such information
confidential.  




5.02     Executive's Access to the Confidential
Information.  Immediately upon the Executive's execution of this Agreement
and continuing throughout his employment with the Employer, the Employer shall
provide the Executive with access to the Confidential Information.  The
Executive acknowledges:  (a) that the Employer has devoted substantial time,
effort, and resources to develop and compile the Confidential Information; (b)
public disclosure of such Confidential Information would have an adverse effect
on the Employer and its business; (c) the Employer would not disclose such
information to the Executive, nor employ or continue to employ the Executive
without the agreements and covenants set forth in this Section 5; and (d) the
provisions of this Section 5 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information. 




5.03     Executive's Nondisclosure Duties Regarding the
Confidential Information.  The Executive agrees to use his best efforts to
preserve and protect the Confidential Information to the greatest degree
possible and therefore agrees as follows:

 

 








	
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(a)        Nondisclosure Commitment.  The Executive
will hold in strictest confidence the Confidential Information and will not
disclose it to any Person (defined below) except with the specific prior
written consent of the Employer or as may be required by court order, law,
government agencies with which the Employer deals in the ordinary course of its
business, or except to the extent such disclosure is necessary for Executive to
perform his duties under this Agreement.  Any trade secrets of the Employer
will be entitled to all of the protections and benefits afforded under
applicable laws.  If any information that the Employer deems to be a trade
secret is ruled by a court of competent jurisdiction not to be a trade secret,
such information will, nevertheless, be considered Confidential Information for
purposes of this Agreement.  The Executive hereby waives any requirement that
the Employer submit proof of the economic value of any trade secret or post a
bond or other security.  The Executive will not remove from the Employer's
premises or record (regardless of the media) any Confidential Information of
the Employer or its Affiliates, except to the extent such removal or recording
is necessary for the Executive to perform his duties.  The Executive
acknowledges and agrees that all Confidential Information, and physical
embodiments thereof, whether or not developed by the Executive, are the
exclusive property of the Employer or its Affiliates, as the case may be. 




(b)        Third Party Information.  The Executive
recognizes that the Employer and its Affiliates have received and in the future
will receive from third parties their confidential or proprietary information
subject to a duty on their parts to maintain the confidentiality of such
information and to use it only for certain limited purposes.  The Executive
agrees that he owes the Employer, its Affiliates, and such third parties,
during the Employment Period and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to
disclose it to any Person (except as necessary in carrying out his duties for
the Employer consistent with the Employer's agreement with such third party) or
to use it for the benefit of anyone other than for the Employer or such third
party (consistent with the Employer's agreement with such third party) without
the express written authorization of the Employer or its Affiliate, as the case
may be.




(c)        Returning Employer Documents.  The
Executive agrees that, at the time of the termination of the Employment Period,
he will deliver to the Employer  (and will not keep in his possession or
deliver to any other Person) any and all devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, other documents or property, or
reproductions of any of the aforementioned items belonging to the Employer or
any of its Affiliates, and their respective successors or assigns, regardless
of whether such items are represented in tangible, electronic, digital,
magnetic or any other media.  In the event of the termination of the Employment
Period, the Executive agrees to sign and deliver the "Termination
Certification" attached hereto as Exhibit B.




5.04     Disputes or Controversies.  The Executive
recognizes that should a dispute or controversy arising from or relating to
this Agreement be submitted for adjudication to any court or other third party,
the preservation of the secrecy of Confidential Information may be
jeopardized.  All pleadings, documents, testimony, and records relating to any
such adjudication will be maintained in secrecy and will be available for
inspection by the Employer, the Executive, and their respective attorneys and
experts, who will agree, in advance and in writing, to receive, use, and
maintain all such Confidential Information in secrecy, except as may be agreed
by them in writing.

 

 










	
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Section 6:         NON-COMPETITION AND NON-INTERFERENCE




6.01     Restrictive Covenants.  The
Executive agrees that the Employer's
commitment described in Section 5.02 above to provide its Confidential
Information to him gives rise to the Employer's interest in restraining Executive
from competing against it and that the restrictions in this Section are
designed to enforce Executive's promise in Section 5.03 not to use or disclose
Confidential Information belonging to the Employer, except in the performance
of Executive's duties for the Employer.  The Executive agrees that the
restrictions in this Section are reasonable and do not impose a greater
restraint than is necessary to protect the goodwill or other business interests
of the Employer.  For these reasons, the Executive agrees to
the following:




(a)        Noncompete.  During the Restricted Period
the Executive will not, directly or indirectly, on behalf of himself or any
other person or entity, engage or invest in, own, manage, operate, finance,
control, or participate in the ownership, management, operation, financing, or
control of, be employed by, associated with, or in any manner connected with,
lend the Executive's name or any similar name to, lend the Executive's credit
to or render services that are similar to the services he rendered to the
Employer under this Agreement to any business engaged or about to become
engaged in the Business of the Employer, or any of its Affiliates, in the
Market Area.  For purposes of this Agreement, the "Business" of the
Employer is licensing, franchising, and providing fabric protection systems.




(b)        Solicitation of Customers.  During the
Restricted Period the Executive will not, directly or indirectly, on behalf of
himself or any other person or entity, solicit a Current Customer (defined
below) of the Employer or its Affiliates with whom he had contact during the
Employment Period, for purposes of selling products or services to such Current
Customer that are in competition with the products and services offered or sold
by the Employer or its Affiliates. 




(c)        Solicitation of Employees.  During the
Restricted Period the Executive will not, directly or indirectly, on behalf of
himself or any other person or entity, employ any current employee of the
Employer or its Affiliates or any individual who was an employee of the
Employer or its Affiliates at any time during Term, and will not solicit, or
contact in any manner that could reasonably be construed as a solicitation, any
employee of the Employer or its Affiliates for the purpose of encouraging such
employee to leave or terminate his or her employment with the Employer or its
Affiliates.




(d)        Solicitation of Vendors.  During the
Restricted Period the Executive will not, either directly or indirectly, on
behalf of himself or any other person or entity, solicit a current vendor or
supplier of the Employer or its Affiliates for purposes of encouraging such
vendor or supplier to cease or diminish providing products or services to the
Employer or its Affiliates, or to change adversely the terms under which such
vendor or supplier provides such products or services to the Employer or its
Affiliates.

 

 








	
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(e)        Non-interference.  During the Restricted
Period the Executive will not, directly or indirectly, interfere with the
Employer's relationship with any person who at the relevant time is an
employee, contractor, supplier, or customer of the Employer or its Affiliates. 
Following the termination of the Employment Period, the Executive will not,
either directly or indirectly, access the Employer's computer systems, download
files or any other information from the Employer's computer systems or in any
way interfere, disrupt, modify or change any computer program used by the Employer
or any data stored on the Employer's computer systems.




(f)         Restricted Period.  For
purposes of this Section 6.01, the term "Restricted Period" means the
period commencing with the Effective Date and terminating one year after the
termination of the Employment Period.


(g)        Market Area.  For purposes of this
Section 6.01, the term "Market Area" means the State of Texas and any
other state or province in which the Employer has provided goods or services
within the twelve months prior to the last day of the Employment Period.




6.02     Scope.  The Executive acknowledges and
agrees that the geographic area, length and scope of the restrictions contained
in Section 6.01 are reasonable and necessary to protect the legitimate business
interests of the Employer.  The duration of the agreements contained in Section
6.01 shall be extended for the amount of any time of any violation thereof and
the time, if greater, necessary to enforce such provisions or obtain any relief
or damages for such violation through the court system.  The Employer may, at
any time on written notice approved by its Board of Directors, reduce the
geographic area, length or scope of any restrictions contained in Section 6.01
and, thereafter, the Executive shall comply with the restriction as so reduced,
subject to subsequent reductions.  If any covenant in Section 6.01 of this
Agreement is held to be unreasonable, arbitrary, or against public policy, such
covenant will be considered to be divisible with respect to scope, time, and
geographic area, and such lesser scope, time, or geographic area, or all of
them, as an arbitrator or a court of competent jurisdiction may determine to be
reasonable, not arbitrary, and not against public policy, will be effective,
binding, and enforceable against the Executive.  In the event of termination of
the Executive's employment with the Employer for any reason, the Executive
consents to the Employer communicating with the Executive's new employer, any
entity in the Business or through or in connection with which the Executive is
restricted hereunder, or any other party about the restrictions and obligations
imposed on the Executive under this Agreement.






Section
7:         GENERAL PROVISIONS




7.01     Injunctive Relief and Additional Remedy. 
The Executive acknowledges that the injury that would be suffered by the
Employer as a result of a breach of the provisions of Sections 5 or 6 hereof
might be irreparable and that an award of monetary damages to the Employer for
such a breach would be an inadequate remedy.  Consequently, the Employer will
have the right, in addition to any other rights it may have, to obtain
injunctive relief to restrain any breach or threatened breach or otherwise to
specifically enforce the provisions of Sections 5 and 6 hereof.

 

 








	
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7.02     Covenants of Sections 5 and 6 are Essential and
Independent Covenants.  The covenants by the Executive in Sections 5 and 6
are essential elements of this Agreement, and without the Executive's agreement
to comply with such covenants, the Employer would not have entered into this
Agreement or employed or continued the employment of the Executive.  The
Employer and the Executive have independently consulted their respective
counsel and have been advised in all respects concerning the reasonableness and
propriety of such covenants, with specific regard to the nature of the business
conducted by the Employer. 




7.03     Representations and Warranties by the Executive. 
The Executive represents and warrants to the Employer that (a) the Executive
has never taken any action of the types set forth in Section 4.03(b) though (f)
and (b) the execution and delivery by the Executive of this Agreement does not,
and the performance by the Executive of the Executive's obligations hereunder
will not, with or without the giving of notice or the passage of time, or both:
(i) violate any judgment, writ, injunction, or order of any court, arbitrator,
or governmental agency applicable to the Executive; or (ii) conflict with,
result in the breach of any provisions of or the termination of, or constitute
a default under, any agreement to which the Executive is a party or by which
the Executive is or may be bound.




7.04     Obligations Contingent on Performance.  The
obligations of the Employer hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon the Executive's
performance of the Executive's obligations hereunder.




7.05     Binding Effect; Delegation of Duties Prohibited. 
This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred.  The covenants of the Executive under this Agreement, being
personal, may not be delegated.




7.06     Notices.  All notices, consents, waivers,
and other communications under this Agreement must be in writing and will be
deemed to have been duly given when (a) delivered by hand (with written
confirmation of receipt), (b) sent by facsimile (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested) or, (d) mailed by
registered or certified mail, postage prepaid and return receipt requested, in
each case to the appropriate addresses and facsimile numbers set forth below
(or to such other addresses and facsimile numbers as a party may designate by
notice to the other parties):




           

	 	If to Employer:	



Home Solutions of America, Inc.

1500
Dragon Street Suite B

Dallas, TX 75207

Facsimile:
(214) 333-9435


		
	 	 	 
	 	With a copy to:	

Melissa Youngblood, Esq.

Hallett
& Perrin, P.C.

2001 Bryan Street, Suite 3900

Dallas, TX 75201

Facsimile:
(214) 922-4170


		



                                                








	
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	 	If to the Executive: 	Jeffrey M. Mattich

		1500
Dragon Street Suite B

		Dallas, TX 75207

		Facsimile: (214) 333-9435












                               


7.07     Entire Agreement; Amendments.  This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter
hereof.  This Agreement may not be amended orally; but only by an agreement in
writing signed by the parties hereto.




7.08     GOVERNING LAW; VENUE.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF. 
VENUE FOR ANY ACTION BROUGHT HEREUNDER SHALL BE AS DETERMINED UNDER THAT
CERTAIN PARTNERSHIP INTEREST PURCHASE AGREEMENT BY, AMONG OTHERS, THE EMPLOYER
AND MERRITT COMPUTER PRODUCTS, L.P., A TEXAS LIMITED PARTNERSHIP DATED AS OF
THE DATE OF THIS AGREEMENT.




7.09     Headings; Construction.  The headings in
this Agreement are provided for convenience only and will not affect its
construction or interpretation.  All references to "Section" or "Sections"
refer to the corresponding Section or Sections of this Agreement unless
otherwise specified.  All words used in this Agreement will be construed to be
of such gender or number as the circumstances require. 




7.10     Severability.  If any provision of this
Agreement is held invalid or unenforceable by an arbitrator or any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect.  Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.




7.11     Counterparts.  This Agreement may be
executed in one or more counterparts, including by facsimile signature, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.




7.12     Survival of Obligations.  The obligations
of the Employer and the Executive under this Agreement which by their nature
may require either partial or total performance after the expiration of the
Term shall survive such expiration.








	
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7.13     Withholding and Set Off.  All payments and
benefits made or provided under this Agreement shall be subject to withholding
as required under applicable law.  The Employer is further authorized to
withhold and setoff against any such payments and benefits any amounts that the
Executive may come to owe the Employer, whether as a result of any breach of
this Agreement or otherwise.




7.14     Arbitration.  Any controversy or
claim arising out of or relating to this Agreement, or the Executive's
employment by the Employer under this Agreement, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association, and judgment rendered by the arbitrator may be entered in any
court having jurisdiction thereover. The arbitration shall be conducted in
either Houston, Texas or Dallas, Texas, unless otherwise agreed by the parties
thereto. The arbitrator shall be deemed to possess the power to issue mandatory
orders and restraining orders in connection with such arbitration; provided,
however, that nothing in this Section shall be construed as to deny the
Employer the right and power to seek and obtain injunctive relief in a court of
competent jurisdiction for any breach or threatened breach by Executive of the
covenants in Sections 5 or 6 of this Agreement.  A
party hereto shall initiate arbitration by sending written notice of its
intention to arbitrate to the other party and to the AAA office located in Dallas, Texas.  Parties shall have the same period of time to file claims as provided by
the applicable statute of limitation for such claim.  Such written notice will
contain a description of the dispute and the remedy sought.  In the event that
the parties have not mutually agreed on an acceptable arbitrator within thirty
(30) days after the demand for arbitration is filed, the arbitrator shall be
appointed in the manner provided by the Commercial Arbitration Rules of the
AAA.  The decision of the arbitrator will be final and binding on the parties
hereto and their successors and assignees.  Where consistent with applicable
law, the arbitrator shall have the authority to order the non-prevailing party to
pay the prevailing party's attorney's fees and all costs of the arbitration. 
The parties will participate in good faith in a non-binding mediation of their
dispute at least 60 days prior to the date of the arbitration hearing.  The
parties shall jointly select the mediator but if they are unable to agree on a
mediator, then the arbitrator shall appoint the mediator.  The parties hereto
intend that this agreement to arbitrate be irrevocable.






Section
8:         CERTAIN DEFINITIONS




For purposes of this Agreement, the following terms shall
have the meanings indicated below:




"Affiliate" shall mean, as to any Person, any Person
controlled by, controlling, or under common control with such Person, and, in
the case of a Person who is an individual, a member of the family of such
individual consisting of a spouse, sibling, in-law, lineal descendant, or
ancestor (including by adoption), and the spouses of any such individuals.  For
purposes of this definition, "control" (including the terms "controlling",
"controlled by" and "under common control with") of a Person means the
possession, directly or indirectly, alone or in concert with others, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of securities, by contract or otherwise,
and no Person shall be deemed in control of another solely by virtue of being a
director, officer or holder of voting securities of any entity.  A Person shall
be presumed to control any partnership of which such Person is a general
partner.

 

 








	
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"Current Customer" shall mean any person or entity who
is currently utilizing any product or service sold or provided by the Employer
through the facility managed by the Executive; any person or entity who
utilized any such product or service within the previous 12 months; and any person
or entity with whom the Employer or any of its Affiliates is currently
conducting negotiations concerning the utilization of such products or
services.




"Employment
Period" shall mean the period during which the Executive
has an obligation to render to the Employer all or any portion of the services
described in Section 1.03 of this Agreement.  The Employment Period shall in no
event, however, extend past the Expiration Date.




"Person" shall have the meaning given in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended, as modified and
used in Sections 13(d)(3) and 14(d)(2) of such act.  

 

 

 

 




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




EMPLOYER:


 






HOME SOLUTIONS OF
AMERICA, INC.


 




By:       /s/ Rick J. O'Brien                               


Name: Rick J. O'Brien                                  


Title:  
President and Chief Operating Officer

 




EXECUTIVE:






/s/ Jeffrey M. Mattich                                       


                                                                        Jeffrey
M. Mattich






 


 


 






	
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