**SERVICES AGREEMENTAND MUTUAL RELEASE**

This Services Agreement and Mutual Release ("Agreement")is entered into as of December 8, 2003 (the "Effective Date") by and amongHome 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 AndrewWhite, an individual resident of Texas ("White").

            In consideration of the mutual promisescontained 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.     Healthinsurance benefits for Andrew White and his family as it existed when he waspreviously employed by Home Solutions in 2001 thru 2003 and at similardeductible, cost and coverage amounts

                                                            ii.     Vehicleallowance up to $950 per month or usage of the Company owned BMW vehicle andreimbursement 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.     $225,000in cash, paid at closing or no later than March 19, 2004

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

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

                                                          iv.     Inthe event White dies during this payment period, these payments will continueto be paid to Consultant
For assistance with the acquisition of RAM      Home Warranty, COIT, and Residential Capital (the "Identified      Acquisitions"), Consultant shall receive:
 
 
                                                         i.     $125,000in cash per closing of each of the Identified Acquisitions ("Success Fee"),provided that such closing occurs on or before March 31, 2007, less any amountspreviously paid to Consultant under Section 2(c)(ii) above

                                                        ii.     Inthe event Home Solutions pays Consultant monthly fees for acquisitionconsulting during the calendar year that the closing of any of the Identified Acquisitionoccurs, the amount of the total monthly fees paid through the date of theacquisition will be deducted from the Success Fee

                                                         iii.     Forfuture acquisitions identified solely by Consultant prior to the termination ofthis 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 toConsultant 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, HomeSolutions, Consultant, and White have signed and delivered this Agreement as ofthe date first set forth above.

** **

**Home Solutions of America, Inc                               GusInvestments, LLC                                 **

By:                                                                               By:                                                                  Name:  Rick J. O'Brien                                                 Name:  AndrewWhiteTitle:     CFO                                                                Title: Manager  

                                                            

_______________________________AndrewWhite, Individually