Exhibit 10.17



  

SERVICES AGREEMENTAND MUTUAL RELEASE

This Services Agreement and Mutual Release ("Agreement")
is entered into as of December 8, 2003 (the "Effective Date") by and among
Home Solutions of America, Inc., a Delaware corporation ("Home Solutions" or
"Company") located at 11850 Jones Rd Houston, TX 77070, Gus Investments, LLC, a Texas limited liability corporation
("Consultant") located at 2927 Robinhood St Houston, TX 77005, and Andrew
White, an individual resident of Texas ("White").




            In consideration of the mutual promises
contained herein, Consultant and Home Solutions agree as follows:




	Agreement and Term.  Commencing on
     the Effective Date and continuing until the six (6) month anniversary of
     the Effective Date, Consultant will provide to Home Solutions, or its
     designated affiliate, and Home Solutions will receive from Consultant,
     certain services as further described herein, all upon and subject to the
     terms and conditions specified in this Agreement. 





	Scope of Services.  During the term
     of this Agreement, and in accordance with guidance provided by Home
     Solutions, Consultant will provide acquisition consulting, which shall
     include assistance with locating, negotiating, financing and closing
     potential acquisitions. Consultant will also provide assistance with the
     2003 financial audit of Home Solutions. 





	Payment for Services.  For services
     provided in Section 2 and hereunder, Consultant will receive:






	
  For two (2) years beginning March 1, 2004
      through March
       1, 2006:





                                                              
i.     
Health
insurance benefits for Andrew White and his family as it existed when he was
previously employed by Home Solutions in 2001 thru 2003 and at similar
deductible, cost and coverage amounts


                                                            
ii.     
Vehicle
allowance up to $950 per month or usage of the Company owned BMW vehicle and
reimbursement of any vehicle-related expenses



	
  Full vesting of White's outstanding stock
      options to purchase shares of Home Solutions, totaling 420,000 shares. 
      These options shall be amended to be exercisable anytime up to ten (10)
      years from their respective grant dates.  Company agrees to register the
      shares of common stock underlying these options in a form S-8 registration
      statement (or other appropriate filing) within one hundred eighty (180)
      days of the Effective Date.








	For acquisition assistance for a
      successful closing of the acquisition of Southern Exposure, Consultant
      shall receive:




                                                            
i.     
$225,000
in cash, paid at closing or no later than March 19, 2004


                                                           
ii.     
$97,500
in cash, paid monthly in advance starting March 1, 2004 at the monthly rate of
$16,250 per month for six months


                                                          
iii.     
$4,500
in cash, paid monthly in advance starting March 1, 2004 at the monthly rate of
$750 per month for six months


                                                          
iv.     
In
the event White dies during this payment period, these payments will continue
to be paid to Consultant



	For assistance with the acquisition of RAM
      Home Warranty, COIT, and Residential Capital (the "Identified
      Acquisitions"), Consultant shall receive: 

  

  
  

 





                                                         
i.     
$125,000
in cash per closing of each of the Identified Acquisitions ("Success Fee"),
provided that such closing occurs on or before March 31, 2007, less any amounts
previously paid to Consultant under Section 2(c)(ii) above


                                                        
ii.     
In
the event Home Solutions pays Consultant monthly fees for acquisition
consulting during the calendar year that the closing of any of the Identified Acquisition
occurs, the amount of the total monthly fees paid through the date of the
acquisition will be deducted from the Success Fee


                                                         
iii.     
For
future acquisitions identified solely by Consultant prior to the termination of
this Agreement, Consultant will receive a minimum fee of $100,000 per closing. 
These future success fees will also be net of any previous monthly fees paid to
Consultant during the calendar year to date.



	In the event that Home Solutions requests
      Consultant's assistance in negotiating or closing an Identified Acquisition,
      or other services to be defined and requested by Home Solutions,
      Consultant will receive $8,500 per month payable monthly in advance. 
      These monthly fees would qualify as deductible from any Success Fee in
      any one calendar year.






	Confidentiality.  Any and all
     confidential information or materials received by Consultant from Home
     Solutions (hereinafter referred to as "Confidential Information")
     is the exclusive property of Home Solutions.  Confidential Information
     includes all information or materials that are either confidential,
     proprietary or otherwise not generally available to the public, whether
     provided to Consultant before or after the date of this Agreement. 
     Consultant acknowledges and agrees that Confidential Information
     constitutes trade secrets and the proprietary and confidential information
     of Home Solutions and that Confidential Information is and will remain the
     property of Home Solutions during the term and following the termination
     of this Agreement. Consultant will exercise all reasonable precautions to
     prevent unauthorized access by third parties to the Confidential
     Information.  Upon termination or expiration of this Agreement, Consultant
     will promptly return or destroy, at Home Solutions' option, all of the
     Confidential Information, including any files, notes, evaluations,
     projections or any other work product derived therefrom, and will provide
     Home Solutions with written certification of such return or destruction.
     The provisions of this Section 4 will survive the term or termination of
     this Agreement for any reason.  Consultant and White each
     acknowledges and agrees that it would be illegal to trade securities of
     Home Solutions while Consultant or White possesses material inside
     information about the Company.





	Tax Obligations.  Consultant shall
     be classified as an independent contractor of the Company, and White shall
     serve the Company only through Consultant, and, as such, Home Solutions
     will not make deductions from any fees to be paid to Consultant hereunder
     for federal, state or local income taxes or for social security taxes,
     unless otherwise required to do so by governmental regulation.  Consultant
     will be responsible for and will withhold and/or pay any federal, state or
     local tax with respect to compensation, wages or other remuneration for
     any services to be performed pursuant to this Agreement and will
     indemnify, defend and hold harmless Home Solutions from and against all
     such taxes and will comply with all governmental regulations with respect
     thereto, including the filing of all necessary reports and returns





 



 




	Termination Upon Notice.  After six months
     from the Effective Date, Home Solutions or Consultant may terminate this
     Agreement for any reason without penalty upon thirty (30) days prior
     written notice; provided, however, that if Home Solutions terminates this
     Agreement and any fees described in Section 3 above remain unpaid, Home
     Solutions shall remain obligated to pay Consultant such fees.  The
     Confidentiality section of this Agreement and mutual releases will survive
     the termination of this Agreement.





	Binding Nature and Assignment.  This Agreement
     will be binding on Consultant and Home Solutions and their successors and
     assigns, but Consultant may not assign this Agreement without the prior
     written consent of Home Solutions, which consent shall not be unreasonably
     withheld.





	Severability.  If any provision
     of this Agreement is declared or found to be illegal, unenforceable or
     void, then both parties will be relieved of all obligations arising under
     such provision, but only to the extent that such provision is illegal,
     unenforceable or void, it being the intent and agreement of the parties
     that this Agreement will be deemed amended by modifying such provision to
     the extent necessary to make it legal and enforceable while preserving its
     intent or, if that is not possible, by substituting therefor another
     provision that is legal and enforceable and achieves the same objective. 
     If this Agreement is not affected by such declaration or finding and is
     capable of substantial performance, then each provision not so affected
     will be enforced to the extent permitted by law





	Waiver.  No delay or omission by either
     party to exercise any right or power accruing upon any noncompliance or
     default by the other party with respect to any of the terms of this
     Agreement will impair any such right or power or be construed to be a
     waiver thereof.  A waiver by either of the parties of any of the
     covenants, conditions, or agreements to be performed by the other will not
     be construed to be a waiver of any succeeding breach thereof, or of any
     other covenant, condition or agreement herein contained.  All remedies
     provided for in this Agreement will be cumulative and in addition to and
     not in lieu of any other remedies available to either party at law, in
     equity or otherwise





	Entire Agreement.  This Agreement
     constitutes the entire agreement between the parties hereto with respect
     to the subject matter hereof.  There are no understandings or agreements
     relative hereto which are not fully expressed herein.  No change, waiver,
     or discharge hereof will be valid unless in writing and executed by the
     party against whom such change, waiver, or discharge is sought to be
     enforced





	Governing Law.  This Agreement
     will be governed by and construed in accordance with the laws, other than
     choice of law rules, of the State of Texas.  Venue for any action arising hereunder
     shall be proper exclusively in Harris County, Texas.









 




	Termination of
     Executive Employment Agreement.  Upon the execution
     of this Agreement, that certain Executive Employment Agreement (so called
     herein), dated March 15, 2003, between White and
     Home Solutions, shall be terminated, and shall hereafter be null and void
     and have no legal effect.





	Stock Restrictions. 
     The Company agrees to assist White with removing the restrictive legends
     on any stock certificates representing shares of the Company's common
     stock, to the extent such removal is allowed by the federal securities
     laws, as interpreted by the Company's counsel.





	Release by the Company.  In consideration
     for the execution of, and the covenants contained within, this Agreement,
     the Company, together with any person or entity claiming through the
     Company, hereby releases, acquits, and forever discharges the Consultant
     and White, and its and his officers, managers, members, heirs, assigns,
     devisees, legatees, executors, attorneys, and representatives (such
     persons and entities being hereinafter referred to as a "Consultant
     Released Party"), from any and all debts, claims, obligations
     (excluding the obligations of the Consultant under this Agreement),
     liabilities, demands, damages, actions, or causes of every nature and kind
     whatsoever, monetary or otherwise, whether known or unknown, in law or
     inequity, now existing or arising in the future, for, in connection with,
     attributable to, or arising out of any action, omission, occurrence,
     event, or dealings, directly or indirectly, with, between, or among the
     parties hereto and/or any the Consultant Released Party prior to the date
     of this Agreement.





	Release by the Consultant and White.  In consideration
     for the execution of, and the consideration paid in accordance with, this
     Agreement, the Consultant and White, together with any person or entity
     claiming through the Consultant or White, each hereby releases, acquits,
     and forever discharges the Company and its subsidiaries, and any
     predecessors or successors in interest thereof, its officers, directors,
     stockholders, employees, agents, attorneys, and representatives (such
     persons and entities being hereinafter referred to as a "Company
     Released Party"), from any and all debts, claims, obligations (including
     but not limited to those obligations under the Executive Employment
     Agreement, and excluding the obligations of the Company under this
     Agreement), liabilities, demands, damages, actions, or causes of every
     nature and kind whatsoever, monetary or otherwise, whether known or
     unknown, in law or inequity, now existing or arising in the future, for,
     in connection with, attributable to, or arising out of any action,
     omission, occurrence, event, or dealings, directly or indirectly, with,
     between, or among the parties hereto and/or any Company Released Party
     prior to the date of this Agreement.





	Covenant Not to Sue.  Each party, by
     executing this Agreement, hereby covenants that he or it will not bring
     any action or proceeding, or cause any entity owned, affiliated, or
     controlled by her or it to bring any action or proceeding, or assist in
     the prosecution of any action or proceeding by any person purporting to
     claim through her or it in any court or tribunal seeking any kind of
     relief, either monetary or equitable, with respect to any claim released
     herein.











 

 






IN WITNESS WHEREOF, Home
Solutions, Consultant, and White have signed and delivered this Agreement as of
the date first set forth above.




 


Home Solutions of America, Inc                               Gus
Investments, LLC                                  







By:                                                                               By:                                                                  


Name:  Rick J. O'Brien                                                 Name:  Andrew
White

Title:     CFO                                                                Title: 
Manager  






                                                            




_______________________________

Andrew
White, Individually