**Exhibit
      10.22**




**CONSULTING
      AGREEMENT DATED MARCH 29, 2007**




CONSULTING
      AGREEMENT





**THIS
      CONSULTING AGREEMENT** (this
“ Agreement ”)
      is
      made and entered into effective as of March __, 2007 (the “ Effective
      Date ”),
      by
      and among **RG
      AMERICA, INC.** ,
      a
      Nevada corporation (“ RG
      America ”), **RG
      RESTORATION, INC.** ,
      a Texas
      corporation (“ RG
      Restoration ”), **RG
      RISK MANAGEMENT, INC.** ,
      a Texas
      corporation (“ Risk
      Management ”),
      and **RG
      ROOFING, INC.** ,
      a Texas
      corporation (“ RG
      Roofing ”)
      (RG
      America, RG Restoration, Risk Management and RG Roofing, each a “ RGMI
      Entity ”
and,
      collectively, the “ RGMI
      Entities ”),
      and **FIRELINE
      RESTORATION, INC.** ,
      a
      Florida corporation (the “ Consultant ”).




RECITALS




**WHEREAS,** the RGMI
      Entities are borrowers under a certain loan transaction (the “ Loan ”)
      between the RGMI Entities and LAURUS MASTER FUND, LTD, a Cayman Islands company
      (“ Lender ”).




**WHEREAS,** the RGMI
      Entities are not currently in compliance with their obligations with respect
      to
      the Loan, and each RGMI Entity has become unable to pay its debts as they become
      due and has ceased the operations of its present business.




**WHEREAS,** the
      Consultant is in the business of providing restoration and other construction
      services.




**WHEREAS,** upon the
      terms and conditions set forth in this Agreement, the RGMI Entities desire
      to
      engage the Consultant to provide consulting services to the RGMI Entities and
      to
      that end to outsource any and all construction and related duties and services
      under the RGMI Entities’ currently existing and future construction contracts
      and projects (collectively, the “ Construction
      Contracts ”).




**WHEREAS,** the RGMI
      Entities are in the process of assigning to the Consultant one or more of the
      Construction Contracts, and will assign to the Consultant additional
      Construction Contracts upon obtaining the proper consent from the customers
      to
      the respective contracts.




**WHEREAS,** the
      Consultant desires to provide the consulting services to the RGMI Entities
      upon
      the terms and conditions set forth in this Agreement.




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing recitals and for other good and valuable
      consideration, the parties hereto, intending to be legally bound, covenant
      and
      agree as follows:




Recitals **.
      The foregoing Recitals are true and accurate and are incorporated herein by
      this
      reference.**




Consulting
      Engagement. ****




The
      RGMI
      Entities hereby engage the Consultant to provide consulting services to the
      RGMI
      Entities, and the Consultant hereby accepts such engagement, upon the terms
      and
      conditions set forth in this Agreement. The consulting services to be provided
      by the Consultant hereunder will consist of the complete and total outsourcing
      of any and all functions, rights, preferences, rights to payment and obligations
      under the Construction Contracts (collectively, the “ Consulting
      Services ”) .
      In
      connection with the Consulting Services, the Consultant shall have the power
      and
      authority, for itself and in the stead and on behalf of the RGMI Entities,
      to do
      any or all of the following:




·
            Control
                completely the projects contemplated by the Construction
                Contracts;




·
            Deal
                directly with the customers, suppliers, and subcontractors under
                the
                Construction Contracts;




·
            Negotiate
                directly with the customers, suppliers, and subcontractors regarding
                payment and pricing under the Construction
                Contracts;




·
            Process
                payment applications and payroll applications on behalf of the RGMI
                Entities with respect to the Construction Contracts, and make
                determinations as to the proper payment
                thereof;




·
            Deal
                directly with Lender for additional advances and funding, under the
                Loan
                and otherwise, that may be necessary in connection with the performance
                of
                the Construction Contracts, including without limitation, arranging
                for
                Lender to make such additional advances on the RGMI Entities’ behalf,
                which advances may be funded directly to the Consultant;
                and




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·
            To
                do all other things the Consultant reasonably deems necessary to
                carry out
                and perform the Construction Contracts and the terms of this
                Agreement.




Each
      of
      the RGMI Entities hereby appoints the Consultant, or any other person whom
      the
      Consultant may designate, as the RGMI Entity’s attorney-in-fact, with power to:
      (a) execute any documentation on the RGMI Entity’s behalf relating to the
      Construction Contracts and to supply any omitted information and correct patent
      errors in any documents executed by the Consultant or on the RGMI Entity’s
      behalf in connection therewith; (b) sign the particular RGMI Entity’s name on
      any invoice or bill of lading relating to any accounts receivable, drafts
      against account debtors, schedules and assignments of accounts receivable,
      notices of assignment, financing statements and other public records,
      verifications of accounts receivable and notices to or from account debtors
      relating to the Construction Contracts; (c) endorse the particular RGMI Entity’s
      name on any checks, notes, acceptances, money orders, drafts or other forms
      of
      payment or security that may come into the Consultant’s possession relating to
      the Construction Contracts; (d) verify the validity, amount or any other matter
      relating to any accounts receivable by mail, telephone, telegraph or otherwise
      with account debtors relating to the Construction Contracts; and (e) to do
      all
      other things the Consultant deems necessary to carry out the terms of this
      Agreement. Each of the RGMI Entities hereby ratifies and approves all acts
      of
      the attorney-in-fact and neither the Consultant nor the attorney-in-fact will
      be
      liable for any acts of commission or omission, nor for any error of judgment
      or
      mistake of fact or law other than gross negligence or willful misconduct (as
      determined by a court of competent jurisdiction in a final and non-appealable
      decision). This power being coupled with an interest is irrevocable during
      the
      Consulting Term (as defined below).




Term **.**




Subject
      to the terms and conditions of this Agreement, including, but not limited to,
      the provisions for early termination set forth below, the consulting engagement
      of the Consultant under this Agreement shall commence on the Effective Date
      and
      shall continue through the first (1 st )
      anniversary of the Effective Date (the " Consulting
      Term "); provided , however ,
      that
      this Agreement shall automatically be renewed for successive one (1) year terms
      unless the Consultant gives the RGMI Entities notice of non-renewal at least
      thirty (30) days prior to the expiration of any term .




Notwithstanding
      the foregoing, the Consultant may,
      prior to the scheduled expiration of the Consulting Term, terminate the
      Consulting Term at any time without cause and without penalty effective
      immediately upon notice. In the event of such a termination, the Consultant
      shall be entitled to receive any unpaid Consulting Fees owing to the Consultant
      up through and including the effective date of the termination of the Consulting
      Term.




Notwithstanding
      the foregoing, the RGMI Entities may, prior to the scheduled expiration of
      the
      Consulting Term, terminating the Consulting Term for Cause in accordance with
      the terms herein. For purposes of this Agreement, the RGMI Entities shall have
      " Cause "
      to
      terminate the Consulting Term hereunder if the Consultant is not performing
      the
      Consulting Services in accordance with the terms hereof. Prior to any
      termination for Cause by the RMGI Entities, the RGMI Entities shall provide
      the
      Consultant with written notice of their intention to so terminate (the
“ Termination
      Notice ”).
      The
      Termination Notice shall set forth in reasonable detail the grounds for the
      termination for Cause. The Consultant shall have a period of sixty (60) days
      from the date of the receipt by the Consultant of the Termination Notice to
      remedy any act or omission of the Consultant which constitutes the grounds
      for
      Cause hereunder. If at the end of such sixty (60) day period, the RGMI Entities
      and the Consultant disagree as to whether or not there exists grounds for a
      termination for Cause hereunder, then the RGMI Entities (acting collectively)
      and the Consultant shall each appoint one independent arbitrator, which two
      appointed arbitrators shall select a third independent arbitrator. The panel
      of
      three arbitrators shall decide the issue as to whether or not there exists
      grounds for a termination for Cause hereunder (the agreement of two of the
      three
      arbitrators shall be required). The decision of the arbitrators shall be final
      and binding upon the RGMI Entities and the Consultant. The costs and expenses
      of
      the arbitrators shall be paid for by the non-prevailing party.




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Independent
      Contractor **.
      At all times during the Consultant’s engagement, the Consultant will act as an
      independent contractor. The Consultant will not be considered an employee of
      the
      RGMI Entities for any purpose.** **In
      addition to the foregoing, nothing set forth in this Agreement shall be
      construed as creating a partnership or joint venture between the Consultant
      and
      the RGMI Entities.**




Consulting
      Fee . **As compensation for the Consultant’s services, the RGMI Entities, jointly and
      severally, shall pay the Consultant a consulting fee in the form of the complete
      and irrevocable assignment of any and all payments and amounts received by
      the
      RGMI Entities, and any and all rights to payment or compensation of any nature
      whatsoever, under the Construction Contracts, including, without limitation,
      profits, fees, charges, expenses and overhead (the “** **Consulting
      Fee** **”).
      The Consultant may direct the RGMI Entities to pay a portion of the Consultant
      Fee to a third party at the Consultant’s direction. The Consultant shall be
      entitled to reimbursement for all actual costs and expenses incurred by the
      Consultant in connection with the performance of the Consulting Services.**




Representations
      and Warranties by the RGMI Entities **.
      Each of the RGMI Entities represents and warrants to the Consultant that the
      execution and delivery by the RGMI Entities and the Consultant of this Agreement
      do not, and the performance by the RGMI Entities and the Consultant of their
      respective obligations hereunder will not, with or without the giving of notice
      or the passage of time, or both: (a) violate any judgment, writ,
      injunction, or order of any court, arbitrator, or governmental agency applicable
      to any of the RGMI Entities, or (b) conflict with, result in the breach of
      any provisions of or the termination of, or constitute a default under, any
      agreement to which any of the RGMI Entities is a party or by which any of the
      RGMI Entities is or may be bound.**




No
      Assumption of Liabilities; Release **.**




Each
      of
      the RGMI Entities expressly acknowledges, agrees and covenants that the
      Consultant is not assuming any of the RGMI Entities’ or Lender’s duties or
      obligations under and with respect to the Loan the loan documents entered into
      in connection with the Loan (the “ Loan
      Documents ”)
      and
      the transactions contemplated thereby or relating thereto, and that nothing
      contained in this Agreement shall be construed inconsistent therewith. The
      Consultant hereby expressly disclaims any and all duties, liabilities and
      obligations under and with respect to the Loan or the Loan Documents and the
      transactions contemplated thereby or relating thereto.




For
      and
      in consideration of the Consultant’s agreements contained herein, each RGMI
      Entity hereby irrevocably releases each of the Indemnified Parties (as defined
      below) from any and all claims, demands, agreements, actions, expenses, damages,
      judgments, liabilities and obligations which any of the RGMI Entities has or
      ever had against any of the Indemnified Parties arising out of or related in
      any
      way to the Loan, the Loan Documents or any of the transactions contemplated
      thereby or relating thereto.




Indemnification **.
      For and in consideration of the Consultant’s agreements contained herein, each
      RGMI Entity, jointly and severally, hereby indemnifies each of the Consultant,
      and the Consultant’s parent corporation, Home Solutions of America, Inc., a
      Delaware corporation, and their respective partners, Affiliates, directors,
      officers, employees, representatives and agents (each being an
“** **Indemnified
      Party** **”),
      from, and agrees to defend and hold such Indemnified Party harmless against,
      any
      and all losses, liabilities, charges, damages, expenses and fees which may
      be
      asserted against such Indemnified Party arising out of or related in any way
      to
      this Agreement and/or the transactions contemplated hereby or relating hereto,
      except for matters owing such Indemnified Party to the extent that a court
      of
      competent jurisdiction shall have determined by judgment, no longer subject
      to
      appeal, that such indemnified amount primarily resulted from such Indemnified
      Party’s willful misconduct or gross negligence.**




Further
      Assurances **.
      Each of the RGMI Entities agrees to execute and deliver all such further
      documents, to do or cause to be done all such further acts and things, and
      to
      obtain all consents reasonably requested by the Consultant, in order to effect
      the transactions contemplated by this Agreement and to otherwise grant to the
      Consultant the intended benefit of this Agreement.**




Notices **.
      For purposes of this Agreement, notices and all other communications provided
      for herein shall be in writing and shall be deemed to have been duly given
      when
      hand-delivered, sent by facsimile transmission (as long as receipt is
      acknowledged), or mailed by United States certified or registered mail, return
      receipt requested, postage prepaid, addressed to the address or facsimile number
      for each party set forth below, or to such other address or facsimile number
      as
      either party may have furnished to the other in writing in accordance herewith,
      except that a notice of change of address shall be effective only upon
      receipt:**




If
                to the RGMI Entities
            c/o
                RG America, Inc.
              1507
                Capital Avenue, Suite 101
              Plano,
                Texas 75074
              Fax:
                (972) 919-4775
              Attn:
                Chief Financial OfficerIf
                to the Consultant
            Fireline
                Restoration, Inc.
              3018
                Horatio Street
              Tampa,
                Florida 33609
              Fax:
                (813) 353-9720
              Attn:
                Brian M. Marshall


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Miscellaneous **.
      No provision of this Agreement may be modified or waived unless such waiver
      or
      modification is agreed to in writing signed by both of the parties hereto.
      No
      waiver by any party hereto of any breach by any other party hereto shall be
      deemed a waiver of any similar or dissimilar term or condition at the same
      or at
      any prior or subsequent time. This Agreement is the entire agreement between
      the
      parties hereto with respect to the Consultant's engagement by the RGMI Entities,
      and there are no agreements or representations, oral or otherwise, expressed
      or
      implied, with respect to or related to the engagement of the Consultant which
      are not set forth in this Agreement. This Agreement shall be binding upon,
      and
      inure to the benefit of, the RGMI Entities, their respective successors and
      assigns, and the Consultant and the Consultant’s successors and assigns. The
      parties agree that if any provision of this Agreement shall under any
      circumstances be deemed invalid or inoperative, the Agreement shall be construed
      with the invalid or inoperative provision deleted and the rights and obligations
      of the parties shall be construed and enforced accordingly.**




Counterparts;
      Facsimile Signatures **.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and the
      same instrument. Any signature delivered by facsimile transmission shall be
      deemed an original signature hereto.**




Governing
      Law **.
      The validity, interpretation, construction, and performance of this Agreement
      shall be governed by the laws of the State of Texas, without regard to
      principles of choice of law or conflicts of law thereunder.**




Attorneys’
      Fees **.
      In the event of any dispute arising out of this Agreement or any instrument
      given in connection herewith, or in the event it shall become necessary for
      a
      party to employ counsel to protect the party under this Agreement or any
      instrument given in connection herewith, the prevailing party shall be entitled
      to recover reasonable attorneys’ fees and costs, whether incurred out of court
      or in litigation, including fees and costs incurred for representation on
      appeals.**




Construction **.
      Notwithstanding the fact that this Agreement has been drafted or prepared by
      one
      of the parties, each of the parties confirms that both it and its counsel have
      reviewed, negotiated and adopted this Agreement as the joint agreement and
      understanding of the parties. The language used in this Agreement shall be
      deemed to be the language chosen by the parties to express their mutual intent,
      and no rule of strict construction shall be applied against any
      party.**




Waiver
      of Jury Trial **.** THE
      CONSULTANT AND THE RGMI ENTITIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
      WAIVE
      THE RIGHT TO A JURY TRIAL IN ANY LAWSUIT BETWEEN THEM THAT ARISES AT ANY TIME
      OUT OF THIS AGREEMENT OR THE CONSULTANT’S ASSOCIATION OR ENGAGEMENT WITH THE
      RGMI ENTITIES, WHETHER AT LAW OR IN EQUITY, WHETHER BASED ON A CLAIM OR
      COUNTERCLAIM ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT,
      REGARDLESS OF THE NATURE OF THE CLAIM OR COUNTERCLAIM, AND INCLUDING CLAIMS
      UNDER TORT, CONTRACT, CORPORATE, AND OTHER LAWS.




[ SIGNATURES
      ON FOLLOWING PAGE ]


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**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed and delivered this Consulting Agreement as of the
      day
      and year first above written.




**THE
                RGMI ENTITIES:****RG
                AMERICA, INC.**,
                a
                Nevada corporation
              
              
              By:
              
              Name:
              
              Title:**RG
                RESTORATION, INC.**,
                a
                Texas corporation
              By:
                
                Name:
                
                Title:**RG
                RISK MANAGEMENT, INC.**,
                a
                Texas corporation
              By:
                
                Name:
                
                Title:**RG
                ROOFING, INC.**,
                a
                Texas corporation
              
              By:
                  
                  Name:
                  
                  Title:**THE
                CONSULTANT:****FIRELINE
                RESTORATION, INC.**,
                a
                Florida corporation
              
              
              By:
                  
                  Name:
                  
                  Title:





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