Exhibit 10.33




	LIQUIDATING
AGREEMENT


This Liquidating
Agreement (Agreement) is made and entered into by and between Home Solutions
of America Inc. ("HSA") and Acstar Insurance Company ("Acstar").

WHEREAS, Acstar recovered a Judgment against HSA
in a lawsuit styled:

Cause No.
H-04-CV-534; Acstar Ins. Co. v. Home Solutions of America, f/k/a U.S. Industrial
Services, Inc.; In the U.S. District Court for the Southern District of
Texas - Houston Division (the "Lawsuit")

and

WHEREAS, the parties understand and agree that
this Agreement shall not constitute nor be construed as a waiver, a novation, an
accord and satisfaction of the Judgment in the above lawsuit, unless and until
HSA makes all payments due hereunder.

NOW, THEREFORE,
in consideration of the premises and
mutual consideration herein contained, including the recitals and conditions
set forth above, the parties agree as follows:

AGREEMENT TO
PAY

 

It is agreed that the
judgment in the above lawsuit ("Judgment") shall be satisfied as follows:

1.          HSA agrees to pay Acstar a total of ONE
MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS ($1,550,000.00) U.S. DOLLARS, free of interest, and agrees to pay that sum as follows:

A.        HSA
agrees to pay Seventy Five Thousand Dollars ($75,000.00) to Acstar Insurance by
 June 1, 2004; and

B.        HSA
agrees to pay One Hundred Seventy Five Thousand Dollars ($175,000.00) to Acstar
Insurance by July 1, 2004; and

C.        HSA
agrees to pay Fifteen Thousand Dollars ($15,000.00) to Acstar Insurance by July 9, 2004; and

D.       HSA agrees to pay
Fifteen Thousand Dollars ($15,000.00) each and every subsequent Friday, until
the unpaid balance of Judgment is fully paid.

LIQUIDATING
AGREEMENT

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ADDITIONAL
AGREEMENT FOR PAYMENT

 

2.         To the
extent that it receives money
or property from Spruce Maclntyre Holdings, Inc. in connection with this
matter, HSA will net the value of same to Acstar Insurance Company within ten
days of its receipt, net of its expenses accociated with recovery those monies.

           


3.          Until all parties have signed this
Agreement, payments as set forth above shall be made to:

Williams, Cupples & Chapman IOLTA
Trust Account

f/b/o Acstar Insurance Company

1331 Gemini Ave., Suite 201

Houston, Texas 77058-2729

Such funds received
in trust will be released to Acstar Insurance Company for credit to the
Judgment after this Agreement is fully executed.

4.          After full execution of this Agreement,
payments are to be made to:

Acstar Insurance Company

233 Main Street

New Britain, CT 06051

or to such other
address as Acstar may designate in writing.

NOTICE

 

5.          Notices required or contemplated in the
Agreement shall be made by first‐class mail and by facsimile, and shall
be sent to the following address and facsimile phone number, unless another
address and facsimile phone number is designated in writing.

 

For Acstar:

Robert Frazer

Acstar Insurance Company

233 Main Street

New Britain, CT 06051

(860) 229-1111 - Facsimile

With a copy to:

 

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James D. Cupples

Williams, Cupples & Chapman,
L.L.P.

1331 Gemini, Suite 201

Houston, Texas 77058-2729

For HSA:

Rick Justin O'Brien

Home Solutions of
America, Inc. 

c/o Fiber Seal
Fabric Care System

5565 Red Bird Center
  Drive, Suite 150

Dallas, Texas 75237

(214) 333-9435 -
Facsimile

6.         The parties agree to keep each other advised
of their  mailing  and physical addresses. 

COVENANT NOT TO
EXECUTE

7.         Acstar promises, agrees and covenants  not
to execute on, enforce, or collect the Judgment, through any manner or process,
and to withhold, abstain and refrain from any and all efforts to do so, so long
as HSA is not in default of this Agreement and has failed to cure as provided
herein.

SATISFACTION OF
THIS AGREEMENT & JUDGMENT

8.         Once Acstar has received the total amount
of ONE MILLION, FIVE HUNDRED FIFTY THOUSAND DOLLARS ($1,550,000.00) U.S.
DOLLARS, this Agreement shall immediately terminate, the Judgment shall
immediately become void, and Acstar shall immediately execute and deliver to
HSA such documents as are reasonably necessary to evidence satisfaction and
release of the Judgment upon payment in full.

9.         Acstar agrees to waive payment of
interest on the sums due under this Agreement and under the Judgment so long as
HSA makes the payments agreed to in accordance with this Agreement.  Acstar
further waives the accrual of interest under the judgment up to the day after
the date of any uncured default that may occur under the Agreement and further
covenants that its waiver of interest under the judgment and as set forth here
will survive any breach or default that may occur.

ACSTAR'S
INDEMNITY OF CLAIMS FROM UNITED COASTAL

            10.       Acstar hereby indemnifies
and holds harmless HSA from any claim, damage, or liability HSA may sustain resulting
from any claim asserted against it by United Coastal Insurance Company arising
out of the Hanford Nuclear Reservation Clean-up Project.

 

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AGREEMENT

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DEFAULT, CURE
& NOTICE

11.       In the event HSA  fails to make any
payment to Acstar in accordance with Paragraph 1 above, HSA will be in default
of this Agreement. Upon such default, Acstar will immediately provide written
notice to HSA in accordance with paragraph 5 above. HSA  has the right to cure
the default by causing Acstar to receive the full amount due within  ten (10) calendar
days after HSA is given written notice of default from Acstar.  Notwithstanding
the foregoing, only  five (5) separate notices of default will be given to HSA
over the life of this Agreement, and only  five (5) opportunities to cure are
allowed under this Agreement.  No act, failure to act or forbearance by either
party shall be deemed a waiver of any default or of either party's rights as
set forth in this Agreement, and shall not operate as a bar to the exercise of
any rights and remedies that either party has under this Agreement or may
subsequently have under the Judgment.

12.       If HSA defaults and fails to cure the
default, or upon the sixth default, the full unpaid principal balance of the
Judgment, free of interest, will immediately become due, and Acstar may
exercise all rights of a judgment creditor under the Judgment, with all
payments made being credited to the Judgment.

13.       Filing bankruptcy is not an event of
default under this Agreement.

LIMITED MUTUAL
RELEASE and WARRANTY OF NO KNOWN CLAIMS

14.       Acstar on its own behalf and for its
successors, assigns, attorneys, and legal representatives, affiliates, and
anyone or entity in concert or privity with them, releases and forever
discharges HSA, its successors and assigns, attorneys, and legal
representatives, from any and all claims, demands, damages, actions, causes of
action, remedies or rights to recovery, legal or equitable (including but not
limited to claims for injunctive relief, exoneration, relief qui timet,
and specific performance), known or unknown, contingent or liquidated, which
Acstar has or may  have against such parties, including but not limited to: (1)
any claims that were asserted or could have been asserted in the Lawsuit, and
(2) any claims, known or unknown, arising under that certain Indemnity
Agreement entered into on or about November 17, 1999 by and among Acstar and
U.S. Industrial Services, Inc., among others, same being the basis of Acstar's
claims in the Lawsuit.  

15.       Acstar does not here release HSA from its
payment and other obligations included in this Agreement.  Acstar does not here
release HSA from the Judgment.  Acstar further acknowledges that HSA's rights
against anyone not a party to this Agreement, remain fully and strictly
reserved.

16.       HSA on its own behalf and for its
successors, assigns, attorneys, and legal representatives, releases and
discharges Acstar, its respective successors and assigns attorneys, and legal
representatives from any and all claims, demands, damages, actions, causes of
action, which HSA may presently have against Acstar.  HSA does not here release
Acstar from its obligations included in this Agreement.  HSA further
acknowledges that Acstar's rights against anyone not a party to this Agreement,
remain fully and strictly reserved.

 

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REPRESENTATION

17.       Each
of the undersigned personally represents and warrants that they have the full
right, power and authority to execute and deliver this Agreement on behalf of
their respective Party, and that no consent of any other person or entity is
necessary in order for this Agreement to be fully and completely binding upon
the Party,

SEVERABILITY

18.       In the event any portion of this
Agreement shall for any reason be held invalid, illegal, or unenforceable,
then, in such event, such portion shall be deemed voidable and severable from
this Agreement, and shall not affect the other provisions of this Agreement.

ENTIRE
AGREEMENT

19.       It is intended, understood and agreed
that this Agreement contains the entire Agreement between the parties, and
supersedes any and all prior Agreements, arrangements or understandings between
the parties relating to the subject matter.  No oral understandings,
statements, promises or inducements contrary to the terms of this Agreement
exist.  The parties acknowledge and warrant that they have read this Agreement
and fully understand it to be a liquidating agreement, which is contingent upon
full performance.

MODIFICATIONS

20.       This Agreement may not be changed or
modified orally.  No change or modification shall be effective unless
specifically agreed in writing, and signed by both parties.

ORIGINAL AND
COUNTERPARTS

21.       This Agreement may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes.

GOVERNING LAW
AND VENUE

22.       This Agreement will be governed by the
laws of the State of Texas.  Any disputes arising under or related to this
Agreement shall be brought in a court of competent jurisdiction in Houston,
Harris County, Texas.  Any prevailing party in any suit to enforce or interpret
this Agreement shall be entitled to recover court costs and reasonable
attorneys fees.

 

 

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CONSTRUCTION

23.       The
parties to this agreement have both reviewed and revised this Agreement, and in
the event this Agreement is construed or interpreted no rule of construction
shall be utilized to resolve and affect any ambiguities against the drafter.

EFFECTIVE DATE

24.       This Agreement shall become effective on May 24, 2004.

25.       The terms of this Agreement are
contractual and not mere recitals, and that the provisions, representation,
releases, warranties and covenants in this Agreement and the consideration paid
are to compromise and buy peace.

26.       This Agreement may be executed in a
number of identical counterparts, each of which for all purposes is to be
deemed an original, and all of which collectively constitute one Agreement; and
in the event making proof of this Agreement is required, it shall not be
necessary to produce or account for any more than one counterpart.

27.       Acstar and HSA agree that facsimile
signatures shall serve in lieu of and shall have the same effect as delivered
originals.
  

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AGREEMENT

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IN WITNESS WHEREOF, the Parties execute this Agreement in
multiple originals on the dates indicated below.

ACSTAR INSURANCE COMPANY

By __________________________

      Robert H. Frazer

      Vice President

Date:___________________________

 

 

 

HOME SOLUTIONS
OF AMERICA, INC.

By
__________________________

       Rick Justin
O'Brien

      Senior Vice
President & CFO

Date:___________________________

 

 

 

 

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STATE OF CONNECTICUT§

                                                                        §

COUNTY OF HARTFORD                            §

BEFORE ME, the
undersigned authority, on this day personally appeared Robert H. Frazer,
Vice President of Acstar Insurance Company, a corporation, known to me to be
the person whose name is subscribed to this Liquidating Agreement, and after
having been duly sworn, acknowledged to me that he executed the same for the
purposes and consideration expressed, in the capacity stated, and as the act
and deed of Acstar Insurance Company.

SWORN TO AND
SUBSCRIBED before me on this the ______ day of May 2004, to certify which
witness my hand and seal of office.

________________________________

NOTARY
PUBLIC - STATE OF CONNECTICUT

 

 

 

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STATE OF TEXAS                                           §

                                                                          §

COUNTY OF __________                              §

BEFORE ME, the
undersigned authority, on this day personally appeared Rick Justin O'Brien,
Senior Vice President & CFO of Home Solutions of America, Inc,, a
corporation, known to me to be the person whose name is subscribed to this
Liquidating Agreement, and after having been duly sworn, acknowledged to me
that he executed the same for the purposes and consideration expressed, in the
capacity stated, and as the act and deed of Home Solutions of America, Inc.

SWORN TO AND
SUBSCRIBED before me on this the _____ day of May 2004, to certify which
witness my hand and seal of office.

_________________________________

NOTARY PUBLIC - STATE OF TEXAS

 

 

 

 

 

 

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