**AGREEMENT**

            ThisAgreement (this "***Agreement***") is dated as of December 2, 2003, byand among Home Solutions of America, Inc., a Delaware corporation ("***HOM***"),FSS Holding Corp., a Texas corporation ("***HOLDCO***"), GrassmereComputer Products, Inc., a Texas corporation ("***GRASSMERE***"),Merritt Computer Products, L.P. d/b/a Amherst Merritt International, a Texaslimited partnership ("***AMHERST***"), Fiber-Seal Systems, L.P., aTexas limited partnership ("***FIBER-SEAL***"), and Rick J. O'Brien, anindividual resident of the State of Texas ("***O'BRIEN***").

            **WHEREAS**,HOM, HOLDCO, GRASSMERE and AMHERST entered into that certain PartnershipInterest Purchase Agreement, dated July 31, 2003 (the "***Purchase Agreement***");

            **WHEREAS**,in connection with the Purchase Agreement, HOM and AMHERST entered into thatcertain Subordinated Promissory Note, in the original principal amount of$520,000, dated July 31, 2003 (the "***Note***");

            **WHEREAS**,in connection with the Purchase Agreement, HOM and AMHERST entered into thatcertain Common Stock Purchase Warrant, dated July 31, 2003(the "***Warrant***");

            **WHEREAS**,in connection with the Purchase Agreement, HOM, HOLDCO, GRASSMERE and AMHERSTentered into that certain Repurchase Option Agreement, dated July 31, 2003 (the"***Repurchase Option***");

**WHEREAS**, inconnection with the Purchase Agreement, HOM, FIBER-SEAL and O'BRIEN enteredinto that certain Executive Employment Agreement, dated July 31, 2003 (the "***EmploymentAgreement***");

            **WHEREAS**,the transactions contemplated by the Purchase Agreement were conditioned uponthe satisfaction of certain contingencies and events;

**WHEREAS**,such contingencies and events have not been satisfied, and as a result of thisfact, and as a result of intervening events, the transactions as contemplatedby the Purchase Agreement do not satisfy the goals of the parties to suchagreement;

**WHEREAS**, theparties to the agreements set forth above have agreed to the terms of thisAgreement to achieve their respective objectives.

            **NOWTHEREFORE**, the parties hereto agree as follows:

1.         Amendment to Purchase Agreement.  HOM, HOLDCO, GRASSMERE and AMHERST hereby agree to the following amendment to thePurchase Agreement:

(a)        Section 6.3 of the PurchaseAgreement is hereby deleted in its entirety.

2.         Amendment to Note.  HOM and AMHERSThereby agree to the following amendment to the Note:

            (a)        Section 1 of the Note shall bedeleted and replaced in its entirety with the following provision:

 

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            "1.        Principal and InterestPayments.  The entire outstanding principal amount of this Note, togetherwith all accrued interest thereon, shall be due and payable in two installmentson the following dates (each a "***Payment Date***"):  (i) $260,000 ofprincipal shall be due on January 31, 2004, together with all interest accruedon this Note through such date, and (ii) all remaining principal and interestaccrued on this Note shall be due on July 31, 2004.  If Debtor fails to make apayment required by this Note on or before a Payment Date, the Lender may, atits option, declare all remaining amounts owed under this Note as immediatelydue and payable, and the interest rate in effect for the Note shall thereafterincrease to eighteen percent (18%) per annum until paid."

3.         Amendment to Warrant.  HOM and AMHERSThereby agree to the following amendment to the Warrant:

            (a)         Section 1.1 of the Warrantshall be deleted and replaced in its entirety with the following provision:

                        "1.1      Timingof Exercise.  This Warrant may be exercised in whole or in part at any timeprior to 5:00 P.M. Central time on July 31, 2013 (the "Expiration Date"), atwhich time this Warrant expires and after which it may not be exercised andshall automatically become null and void."

4.         Termination of Repurchase Option.  HOM, HOLDCO, GRASSMERE and AMHERST hereby agree that, as of the date hereof, the entireRepurchase Option is terminated, null and void, and shall hereafter have nolegal effect.

5.         Amendments to Employment Agreement. FIBER-SEAL, HOM and O'BRIEN hereby agree to the following amendments to theEmployment Agreement:

            (a)        Section 1.03 of the EmploymentAgreement shall be deleted and replaced in its entirety with the followingprovision:

            "1.03    Duties and Services.  TheExecutive will be employed as the President of FIBER-SEAL and Senior VicePresident and Chief Financial Officer of Parent in Dallas, Texas, andwill have such duties and perform such services as are customary with suchpositions, or as otherwise requested by management officials senior inauthority to the Executive.  The Executive will devote at least 95% of hisbusiness time, attention, skill, and energy exclusively to the business of theEmployer."

                        (b)       Section2.01 of the Employment Agreement shall be deleted and replaced in its entiretywith the following provision:

                        "2.01    Salary.Subject to the provisions of Article 4 of this Agreement that relate tocompensation of the Executive following the termination of the EmploymentPeriod (as defined in Article 8 of this Agreement), the Executive will be paidan annual base salary of $150,000 ($90,000 from Parent and $60,000 fromFIBER-SEAL) (such amount, as it may be increased from time to time, ishereinafter referred to as "**Salary**") for the duration of the Term.  TheEmployer shall withhold from each installment of the Salary all applicablefederal, state, and local income and other payroll taxes.  The Board of Directors of the Parents will considerannually, whether or not to increase the salary of the Executive."

            6.         Grantof Options.  Upon the execution of this Agreement and the stock optionagreement in the form attached hereto as Exhibit A (the "**Stock OptionAgreement**"), O'BRIEN shall receive a stock option to purchase 250,000shares of common stock, $.001 par value, of HOM, at an exercise price of $2.00per share, vested over a three-year period, subject to the terms and conditionscontained within the Stock Option Agreement.

7.         Except as expressly amended or terminatedhereby, the agreements described above remain in full force and effect. Capitalized terms that are not defined herein shall have the same meaningassigned to them in the applicable agreement.

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            IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed anddelivered as of the date first above written.

*            ThisAgreement may be executed in one or more identical counterparts, including byfacsimile signature, each of which shall be deemed to be an original and all ofwhich together shall be deemed to be one instrument.*

 

|   | **HOM:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | **HOMESOLUTIONS OF AMERICA, INC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | By:______________________________________                FrankJ. Fradella              ChiefExecutive Officer                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | **HOLDCO:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | **FSS HOLDING CORP.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | By:______________________________________                FrankJ. Fradella              President                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | **GRASSMERE:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | **GRASSMERECOMPUTER PRODUCTS, INC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | By:                                                                              Rick J. O'Brien             President |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | **AMHERST:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | **MERRITT COMPUTER PRODUCTS, L.P.(d/b/aAmherst Merritt International)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | By:      Grassmere Computer Products, Inc.Its:        GeneralPartner                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | By:                                                                                                                                                                                                                                            |
|   |             Rick J. O'Brien            President                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

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**FIBER-SEAL:**

**FIBER-SEAL SYSTEMS, L.P.**

By:      FSS Holding Corp.Its:        GeneralPartner

By:                                                                             Frank J. Fradella            President

**O'BRIEN:**

                                                                       RickJ. O'Brien

 

 

 

 

 

 

                                                                        

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**EXHIBIT A**

**STOCK OPTION AGREEMENT**