**EXECUTIVE EMPLOYMENT AGREEMENT**

 

ThisEmployment Agreement (this "AGREEMENT") is made and entered into as of March15, 2003 (the "EFFECTIVE DATE"), by HOME SOLUTIONS OF AMERICA, INC., a Delawarecorporation (the "COMPANY"), and R. ANDREW WHITE, an individual resident of theState of Texas (the "EXECUTIVE").

**WITNESSETH**

WHEREAS,the Executive has certain skills, experience, and abilities that may bevaluable to the success of the Company's operations and future profitability; 

WHEREAS,the Company desires to employ and retain the services of the Executive as afull-time employee in the positions of Chief Executive Officer and ChiefFinancial Officer, and the Executive desires to work for and be employed by theCompany in such positions; and 

WHEREAS, the Company and the Executive desire to set forth thetermsand conditions pursuant to which the Executive will be employed by the Company.

NOW,THEREFORE, in consideration of the foregoing premises and of the mutualcovenants and undertakings contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties to this Agreement hereby agree as follows: 

Article 1:        EMPLOYMENT TERM ANDDUTIES

            1.01Employment. The Company hereby employs the Executive, and the Executive herebyaccepts employment by the Company, upon the terms and conditions set forth inthis Agreement.

            1.02Term. Unless earlier terminated as herein provided, the Executive's employmentwith the Company pursuant to this Agreement shall commence on the EffectiveDate and shall end on the final day of the Term (as defined in this Section1.02). For purposes of this Agreement, the "TERM" shall mean a period of timecommencing on the Effective Date and continuing until the three-yearanniversary of the Effective Date (the "EXPIRATION DATE"). The Term shall beextended solely upon the mutual agreement of the parties hereto. 

            1.03Duties and Services. The Executive will be employed as the Chief Executive Officerand interim Chief Financial Officer of the Company in Houston, Texas, and willhave such duties and perform such services as are customary of such position,or as otherwise requested by management officials senior in authority to theExecutive. Subject to his suffering a Disability (as defined in Article 4 ofthis Agreement), the Executive will devote the majority of his business time,attention, skill, and energy exclusively to the business of the Company andwill use his commercially reasonable best efforts to promote the success of theCompany's business.

 

 

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Article2:        COMPENSATION

            2.01Salary and Bonus. Subject to the provisions of Article 4 of this Agreement thatrelate to compensation 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 $165,000 (such amount, as it may be increased fromtime to time, is hereinafter referred to as "SALARY") for the duration of theTerm. The Company shall withhold from each installment of the Salary allapplicable federal, state, and local income and/or other payroll taxes.  In addition to the Salary, the Executiveshall be eligible for an annual cash bonus (the "BONUS"), in an amount to bedetermined by the Company's Board of Directors; provided, however, that suchBonus shall not be less than $25,000 per year. 

            2.02Benefits. For the duration of the Employment Period and as otherwise set forthherein, the Executive and his dependents (if applicable), will be permitted toparticipate in such pension, bonus, health insurance, disability incomeinsurance, and other employee benefit plans of the Company (collectively, the"BENEFITS"), which may be in effect from time to time to the extent the Executiveand his dependents are eligible for participation under the terms of suchplans.  In addition, the Company willreimburse any out of pocket health insurance expenses incurred by the Executiveexceeding $1,000 per year.

            2.03Stock Options and Common Stock. The Executive shall be eligible to receivegrants of stock options or restricted stock purchase rights pursuant to theCompany's 1998 Stock Option Plan and 2001 Stock Plan, each as amended, or otherequity incentive plan, in amounts (if any) and on terms and conditions to bedetermined by the Board of Directors of the Company (the "BOARD") or acommittee thereof. The Board has granted the Executive stock options, under theCompany's 1998 Stock Option Plan, to purchase 250,000 shares of common stock,$.001 par value per share (the "COMMON STOCK"), for a purchase price of $2.10per share, as of the date hereof, by entering into a Stock Option Agreementwith the Executive in the form attached hereto as Exhibit A.

            2.04Payment and Reimbursement of Expenses. The Company shall pay or reimburse theExecutive for tuition and related expenses paid by the Executive in connectionwith Executive's enrollment in the Executive Masters of Business Administrationprogram at the University of Texas in Austin, up to an aggregate amount of$9,000 per semester.  The Company shallpay or reimburse the Executive for all reasonable travel and other expensesincurred by the Executive in performing his obligations under this Agreement inaccordance with the policies and procedures of the Company for its seniorexecutive officers, provided that the Executive properly accounts therefor inaccordance with the regular policies of the Company. 

            2.05Automobile Use or Allowance. The Company shall, at its option, either (i) providethe Executive with the use of a vehicle, or (ii) pay the Executive a carallowance of $1,500 per month. The Company shall also reimburse the Executivefor all actual expenses associated with operating and maintaining the vehicledriven by the Executive. The Executive shall submit receipts or other evidenceof such expenditures, and the Company shall pay these amounts to the Executivewithin 30 days of receipt of such documentation. 

 

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Article3:        FACILITIES AND EXPENSES

            TheExecutive will use the office space, equipment, supplies, and such otherfacilities, property, and personnel as are currently being provided by theCompany for such purposes to perform his duties under this Agreement. TheCompany will reimburse the Executive for reasonable expenses incurred by theExecutive in the performance of his duties in accordance with the Company'semployment policies in effect from time to time; provided, however, that theExecutive must file written expense reports with respect to such expenses, in accordancewith the Company's employment policies, before the Executive may receive suchreimbursement. 

Article 4:        TERMINATION

         4.01     Termination of Employment Period.

(a) Death of the Executive. The Employment Period shallterminate immediately and automatically upon the death of the Executive.

(b)Termination by the Company. The Company may terminate the Employment Periodimmediately upon the delivery of a Notice of Termination (as defined in Section4.01(d) of this Agreement) by the Company to the Executive. 

(c)Termination by the Executive. The Executive may terminate the Employment Periodimmediately upon delivery of a Notice of Termination by the Executive to theCompany (i) without Good Reason (as defined in Section 4.02 of this Agreement),or (ii) setting forth facts that indicate that an event constituting GoodReason has occurred, or the Executive has obtained actual knowledge of an eventconstituting Good Reason, within the 30 days immediately prior to the date ofdelivery of such Notice of Termination. 

(d)Notice of Termination. For purposes of this Agreement, a "NOTICE OFTERMINATION" shall mean a written notice (delivered in accordance with Section7.06 herein) that indicates the specific termination provision in thisAgreement upon which the person intending to terminate the Employment Period isrelying and sets forth in reasonable detail the facts and circumstances thatprovide a basis for termination of the Employment Period under such terminationprovision. 

            4.02 Definition of "Good Reason."For the purposes of this Agreement, the phrase "GOOD REASON" means (i) theCompany's material breach of this Agreement and the Company's failure to remedysuch breach within 10 days following the delivery of written notice of suchbreach by the Executive to the Company; or (ii) the assignment by the Companyto the Executive, without the prior written consent of the Executive, ofresponsibilities or duties that are substantially different from the duties andservices set forth in Section 1.03 of this Agreement. 

            4.03Effect of Termination of Employment Period; Post-Termination Benefits. Upon thetermination of the Employment Period in accordance with Section 4.01 of thisAgreement, the Executive's obligation to render to the Company the servicesdescribed in Section 1.03 of this Agreement shall cease (although the Termshall not terminate), and the Company shall pay the Executive or, in the eventof his death while amounts remain payable hereunder, his Designated Beneficiary(defined below), as follows: 

 

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(a)Termination by the Executive without Good Reason. If the Employment Period isterminated by the Executive in accordance with Section 4.01(c)(i) of thisAgreement, the Executive will be entitled to receive solely that portion of hisSalary, payable in accordance with the Company's normal payroll practices,accrued by the Executive as of the date of the termination of the EmploymentPeriod; provided, however, that the Executive shall not receive, and shall notbe entitled to receive, any Salary, Bonus, or Benefits (except for Salary andBenefits accrued prior to the date of the termination of the Employment Period)during the remainder of the Term following such termination, or thereafter,except as otherwise required in accordance with federal or state law or theterms of the plans governing the benefits provided hereunder. 

(b)Termination by the Company for any reason, by the Executive with Good Reason,or upon the Executive's death or disability.  If the Employment Period is terminated by the Executive inaccordance with 4.01(c)(ii) of this Agreement, or upon the Executive's death ordisability, or by the Company by any reason whatsoever (any such type of terminationshall be referred to herein as an "Applicable Termination"), the Company shallpay the Executive (or the Designated Beneficiary of the Executive) a lump sumequal to the number of months remaining under the Term, multiplied by themonthly portion of the Salary then in effect on the date the Employment Periodis terminated.  In addition,notwithstanding any vesting provisions included in the individual stock optionagreements, upon an Applicable Termination the stock options granted to theExecutive under stock option agreements dated February 1, 2002 (for 150,000shares), April 30, 2002 (for 20,000 shares), and the date hereof (for 250,000shares) shall become fully vested and immediately exercisable by theExecutive.  In addition, the Companywill continue to provide health insurance to the Executive and his familyduring the remaining months of the Employment Period.

(d)Accrued Benefits. Unless otherwise required by this Agreement, federal or statelaw, or the terms of the relevant plans providing Benefits hereunder, theExecutive's accrual of the Benefits pursuant to Section 2.02 hereof will ceaseon the date of the termination of the Employment Period, and the Executive willthereafter be entitled to accrued Benefits pursuant to such plans only asprovided in such plans. 

(e)Payment and Reimbursement of Expenses. The payment and reimbursement ofexpenses pursuant to Section 2.04 hereof will cease on the date of thetermination of the Employment Period, other than applicable expenses that areincurred prior to the date of the termination of the Employment Period andsubmitted to the Company for reimbursement within 30 days of the termination ofthe Employment Period. 

                   For purposes ofthis Agreement, the Executive's "DESIGNATED BENEFICIARY" means such individualbeneficiary or trust, located at such address as the Executive may designate bywritten notice to the Company from time to time or, if the Executive fails togive written notice to the Company of such a beneficiary, the Executive'sestate; provided, however, that, notwithstanding the preceding sentence, theCompany shall have no duty under any circumstances to attempt to open an estateon behalf of the Executive, to determine whether any beneficiary designated bythe Executive is alive, to determine the existence of any trust, to determinewhether any person or entity purporting to act as the Executive's personalrepresentative (or the trustee of a trust established by the Executive) is dulyauthorized to act in that capacity, or to locate or attempt to locate anybeneficiary, personal representative, or trustee.

 

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Article 5:        NON-DISCLOSURECOVENANT

            5.01Confidential Information Defined. For the purposes of this Article 5, thephrase "CONFIDENTIAL INFORMATION" means any and all of the following: tradesecrets concerning the business and affairs of the Company or its Affiliates,product specifications, data, know-how, formulae, compositions, processes,designs, sketches, photographs, graphs, drawings, samples, inventions andideas, past, current, and planned research and development, current and planneddistribution methods and processes, customer lists, current and anticipatedcustomer requirements, price lists, market studies, business plans, computersoftware and programs (including object code, machine code, and source code),computer software and database technologies, systems, structures, andarchitecture (and related formulae, compositions, processes, improvements,devices, know-how, inventions, discoveries, concepts, ideas, designs, andmethods); information concerning the business and affairs of the Company or itsAffiliates (which includes historical financial statements, financialprojections and budgets, historical and projected sales, capital spendingbudgets and plans, the names and backgrounds of key personnel, personneltraining techniques and materials, however documented); and notes, analysis,compilations, studies, summaries, and other material prepared by or for theCompany or its Affiliates containing or based, in whole or in part, on anyinformation included in the foregoing. Notwithstanding the foregoing,Confidential Information shall not include any information that the Executivedemonstrates was or became generally available to the public other than as aresult of a disclosure of such information by the Executive or any other personunder a duty to keep such information confidential. 

            5.02Acknowledgment by the Executive. The Executive acknowledges that (a) during theEmployment Period and as part of his employment, the Executive will be affordedaccess to Confidential Information that the Company has devoted substantialtime, effort, and resources to develop and compile; (b) public disclosure ofsuch Confidential Information would have an adverse effect on the Company andits business; (c) the Company would not disclose such information to theExecutive, nor employ or continue to employ the Executive without theagreements and covenants set forth in this Article 5; and (d) the provisions ofthis Article 5 are reasonable and necessary to prevent the improper use ordisclosure of Confidential Information and to enable the Company to acquiresole and exclusive ownership of the Employee Inventions. 

            5.03Maintaining Confidential Information. In consideration of the compensation andbenefits to be paid or provided to the Executive by the Company under thisAgreement and the acknowledgments set forth above, the Executive, during theEmployment Period, the Term, and at all times thereafter and for a period of(i) two years, or (ii) until such time as the information as listed in section5.01 is no longer found to be confidential information pursuant to Texas commonlaw, whichever is shorter, agrees and covenants as follows: 

 

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                        (a)Company Information. The Executive will hold in strictest confidence theConfidential Information and will not disclose it to any Person (defined below)except with the specific prior written consent of the Company or as may berequired by court order, law, government agencies with which the Company dealsin the ordinary course of its business, or except as otherwise expresslypermitted by the terms of this Agreement. Any trade secrets of the Company willbe entitled to all of the protections and benefits afforded under applicablelaws. If any information that the Company deems to be a trade secret is ruledby a court of competent jurisdiction not to be a trade secret, such informationwill, nevertheless, be considered Confidential Information for purposes of thisAgreement. The Executive hereby waives any requirement that the Company submitproof of the economic value of any trade secret or post a bond or othersecurity. The Executive will not remove from the Company's premises or record(regardless of the media) any Confidential Information of the Company or itsAffiliates, except to the extent such removal or recording is necessary for theperformance of the Executive's duties. The Executive acknowledges and agreesthat all Confidential Information, and physical embodiments thereof, whether ornot developed by the Executive, are the exclusive property of the Company orits Affiliates, as the case may be. 

                        (b)Third-Party Information. The Executive recognizes that the Company and itsAffiliates have received and in the future will receive from third partiestheir confidential or proprietary information subject to a duty on their partsto maintain the confidentiality of such information and to use it only forcertain limited purposes. The Executive agrees that he owes the Company, itsAffiliates, and such third parties, during the period stated in section 5.03, aduty to hold all such confidential or proprietary information in the strictestconfidence and not to disclose it to any Person (except as necessary incarrying out his duties for the Company consistent with the Company's agreementwith such third party) or to use it for the benefit of anyone other than forthe Company or such third party (consistent with the Company's agreement withsuch third party) without the express written authorization of the Company orits Affiliate, as the case may be. 

                        (c)Returning Company Documents. The Executive agrees that, at the time of thetermination of the Employment Period, he will deliver to the Company, onwritten request of the Company, any and all devices, records, data, notes,reports, proposals, lists, correspondence, specifications, drawings,blueprints, sketches, materials, equipment, other documents or property, orreproductions of any of the aforementioned items belonging to the Company orany of its Affiliates, and their respective successors or assigns, regardlessof whether such items are represented in tangible, electronic, digital,magnetic or any other media. 

            5.04Disputes or Controversies. The Executive recognizes that should a dispute orcontroversy arising from or relating to this Agreement be submitted foradjudication to any court or other third party, the preservation of the secrecyof Confidential Information may be jeopardized. All pleadings, documents,testimony, and records relating to any such adjudication will be maintained insecrecy and will be available for inspection by the Company, the Executive, andtheir respective attorneys and experts, who will agree, in advance and inwriting, to receive and maintain all such information in secrecy, except as maybe limited by them in writing. 

 

 

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Article 6:        NON-COMPETITION ANDNON-INTERFERENCE

            6.01Covenants Regarding Competitive Protection. The Company and the Executivehereby mutually agree that the nature of the Company's business and theExecutive's employment hereunder are based on the Company's goodwill, publicperception, and customer relations. Therefore, in consideration of theacknowledgments set forth in Section 5.02 herein and the compensation andbenefits to be paid to the Executive pursuant to this Agreement, the Executivehereby agrees and covenants to each and all of the following: 

                        (a)Noncompete. During the Restricted Period, the Executive will not, directly orindirectly, in any capacity whatsoever, individually or on behalf of any otherperson or entity, engage or invest in (with the exception of investing in apublicly traded company, not to exceed a 5% interest in such company), own,manage, operate, finance, control, or participate in the ownership, management,operation, financing, or control of, be employed by, associated with, or in anymanner connected with, lend the Executive's name or any similar name to, lendthe Executive's credit to or render services or advice to, any business engagedor about to become engaged in the Business of the Company, or any of itsAffiliates, in the Market Area. For purposes of this Agreement, the "BUSINESS"of the Company, or its Affiliates, includes all those businesses, products, andservices that are presently or hereafter marketed by the Company, or itsAffiliates during the Term, including the acquisition of communication towers,or that are known by the Executive to be in the development stage at any timeduring the Term; and any other business in which the Company, or any of itsAffiliates, are engaged in at any time during the Term. 

                        (b)Solicitation of Customers. During the Restricted Period, the Executive herebycovenants and agrees that he will not, either directly or through an Affiliate,solicit any Person that is a Current Customer (defined below) of the Company orits Affiliates for purposes of selling products or services to such Person thatare in competition with the products and services offered or sold by theCompany or its Affiliates. 

                        (c)Solicitation of Employees. During the Restricted Period, the Executive herebyagrees not to employ, either directly or through an Affiliate, any currentemployee of the Company or its Affiliates or any individual who was an employeeof the Company or its Affiliates at any time during the Term, and agrees not tosolicit, or contact in any manner that could reasonably be construed as asolicitation, either directly or through an Affiliate, any employee of theCompany or its Affiliates for the purpose of encouraging such employee to leaveor terminate his or her employment with the Company or its Affiliates;provided, however, that the Executive is not prohibited under this Section6.01(c) from conducting any advertisement or general solicitation (or hiring asa result thereof) that is not specifically targeted at any current employee ofthe Company or its Affiliates or any individual who was an employee of theCompany or its Affiliates at any time during the Term nor is the Executiveprohibited under this Section 6.01(c) from the solicitation or hiring of anycurrent employee of the Company or its Affiliates or any individual who was anemployee of the Company or its Affiliates at any time during the Term whoinitiates employment discussions, directly or indirectly, with the Executive. 

 

 

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                        (d) Solicitation of Vendors. Duringthe Restricted Period, the Executive hereby agrees not to solicit, eitherdirectly or through an Affiliate, a current vendor or supplier of the Companyor its Affiliates for purposes of encouraging such vendor or supplier to ceaseor diminish providing products or services to the Company or its Affiliates, orto change adversely the terms under which such vendor or supplier provides suchproducts or services to the Company or its Affiliates. 

                        (e)Interference. During the Restricted Period, the Executive hereby agrees not tointerfere with the Company's relationship with any person who at the relevanttime is an employee, contractor, supplier, or customer of the Company or itsAffiliates. 

                        (f)Restricted Period. For purposes of this Section 6.01, the term "RESTRICTEDPERIOD" means the duration of the Term and 365 days following the date oftermination of this Agreement by either party for any reason. 

                        (g)Market Area. For purposes of this Section 6.01, the term "MARKET AREA" meansany state or province in which the Company or its Affiliates have providedgoods or services or otherwise operated within the twelve months prior to thelast day of the Term. 

            6.02Scope. The Executive acknowledges and agrees that the geographic area, lengthand scope of the restrictions contained in Section 6.01 are reasonable andnecessary to protect the legitimate business interests of the Company. Theduration of the agreements contained in Section 6.01 shall be extended for theamount of any time of any violation thereof and the time, if greater, necessaryto enforce such provisions or obtain any relief or damages for such violationthrough the court system. The Company may, at any time on written noticeapproved by its Board, reduce the geographic area, length or scope of anyrestrictions contained in Section 6.01 and, thereafter, the Executive shallcomply with the restriction as so reduced, subject to subsequent reductions. Ifany covenant in Section 6.01 of this Agreement is held to be unreasonable,arbitrary, or against public policy, such covenant will be considered to bedivisible with respect to scope, time, and geographic area, and such lesserscope, time, or geographic area, or all of them, as an arbitrator or a court ofcompetent jurisdiction may determine to be reasonable, not arbitrary, and notagainst public policy, will be effective, binding, and enforceable against theExecutive. In the event of termination of the Executive's employment with theCompany for any reason, the Executive consents to the Company communicatingwith the Executive's new employer, any entity in the Business or through or inconnection with which the Executive is restricted hereunder, or any other partyabout the restrictions and obligations imposed on the Executive under thisAgreement. 

Article 7:        GENERAL PROVISIONS

            7.01Injunctive Relief and Additional Remedy. The Executive acknowledges that theinjury that would be suffered by the Company as a result of a breach of theprovisions of Articles 5 and 6 hereof might be irreparable and that an award ofmonetary damages to the Company for such a breach would be an inadequateremedy. Consequently, the Company will have the right, in addition to any otherrights it may have, to obtain injunctive relief to restrain any breach orthreatened breach or otherwise to specifically enforce the provisions ofArticles 5 and 6 hereof.

 

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            7.02Covenants of Articles 5 and 6 are Essential and Independent Covenants. Thecovenants by the Executive in Articles 5 and 6 are essential elements of thisAgreement, and without the Executive's agreement to comply with such covenants,the Company would not have entered into this Agreement or employed or continuedthe employment of the Executive. The Company and the Executive haveindependently consulted their respective counsel and have been advised in allrespects concerning the reasonableness and propriety of such covenants, withspecific regard to the nature of the business conducted by the Company. If theExecutive's employment hereunder expires or is terminated, this Agreement willcontinue in full force and effect as is necessary or appropriate to enforce thecovenants and agreements of the Executive in Articles 5 and 6. 

            7.03Representations and Warranties by the Executive. The Executive represents andwarrants to the Company that (a) the Executive has never taken any action ofthe types set forth in Section 4.03(b) though (f) and (b) the execution anddelivery by the Executive of this Agreement does not, and the performance bythe Executive of the Executive's obligations hereunder will not, with orwithout the giving of notice or the passage of time, or both: (i) violate anyjudgment, writ, injunction, or order of any court, arbitrator, or governmentalagency applicable to the Executive; or (ii) conflict with, result in the breachof any provisions of or the termination of, or constitute a default under, anyagreement to which the Executive is a party or by which the Executive is or maybe bound. 

            7.04Obligations Contingent on Performance. The obligations of the Companyhereunder, including its obligation to pay the compensation provided forherein, are contingent upon the Executive's performance of the Executive'sobligations hereunder. 

            7.05Binding Effect; Delegation of Duties Prohibited. This Agreement shall inure tothe benefit of, and shall be binding upon, the parties hereto and theirrespective successors, assigns, heirs, and legal representatives, including anyentity with which the Company may merge or consolidate or to which all orsubstantially all of its assets may be transferred. The covenants of theExecutive under this Agreement, being personal, may not be delegated. 

            7.06Notices. All notices, consents, waivers, and other communications under thisAgreement must be in writing and will be deemed to have been duly given when(a) delivered by hand (with written confirmation of receipt), (b) sent byfacsimile (with written confirmation of receipt), provided that a copy ismailed by registered mail, return receipt requested, or (c) when received bythe addressee, if sent by a nationally recognized overnight delivery service(receipt requested) or, (d) mailed by registered or certified mail, postageprepaid and return receipt requested, in each case to the appropriate addressesand facsimile numbers set forth below (or to such other addresses and facsimilenumbers as a party may designate by notice to the other parties): 

 

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|   | If to the Company:         | HomeSolutions of America, Inc.      |
|--------|----------------------------|-------------------------------------|
|   |                       | Attn:Board of Directors             |
|   |                       | 11850 Jones Road                    |
|   |                       | Houston, Texas 77070                |
|   |                       | Facsimile: (281) 970-9854           |
|   |                       |                                |
|   | With a copy to:            | J.Paul Caver, Esq.                  |
|   |                       | 3102 Maple Avenue, Suite 220        |
|   |                       | Dallas, Texas 75201                 |
|   |                       | Facsimile: (214) 220-1288           |
|   |                       |                                |
|   | If to the Executive:  | R.Andrew White                      |
|   |                       | 11850 Jones Rd                      |
|   |                       | Houston, TX 77070                   |
|   |                       | Facsimile: (___)___-                |
|   |                       |                                |
|   | With a copy to:       | BruceJohnson                        |
|   |                       | Crady, Jewett, & McCulleyL.L.P. |
|   |                       | 2727 Allen Pkwy, Ste 1700           |
|   |                       | Houston, TX 77019                   |
|   |                       | Facsimile: (713) 754-6338           |

             7.07Entire Agreement; Amendments. This Agreement contains the entire agreementbetween the parties with respect to the subject matter hereof and supersedesall prior agreements and understandings, oral or written, between the partieshereto with respect to the subject matter hereof. This Agreement may not beamended orally; but only by an agreement in writing signed by the partieshereto.  This Agreement supersedes andreplaces in its entirety that certain Executive Employment Agreement betweenthe Company and the Executive dated March 1, 2002.

         **7.08 GOVERNING LAW; VENUE. THIS AGREEMENTSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFTEXAS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAWSRULES THEREOF. VENUE FOR ANY ACTION BROUGHT HEREUNDER SHALL BE PROPEREXCLUSIVELY IN HARRIS COUNTY, TEXAS.**

             7.09Headings; Construction. The headings in this Agreement are provided forconvenience only and will not affect its construction or interpretation. Allreferences to "Article," "Articles," "Section," or "Sections" refer to thecorresponding Article, Articles, Section, or Sections of this Agreement unlessotherwise specified. All words used in this Agreement will be construed to beof such gender or number as the circumstances require. 

             7.10Severability. If any provision of this Agreement is held invalid orunenforceable by an arbitrator or any court of competent jurisdiction, theother provisions of this Agreement will remain in full force and effect. Anyprovision of this Agreement held invalid or unenforceable only in part ordegree will remain in full force and effect to the extent not held invalid orunenforceable. 

 

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            7.11Counterparts. This Agreement may be executed in one or more counterparts,including by facsimile signature, each of which will be deemed to be anoriginal copy of this Agreement and all of which, when taken together, will bedeemed to constitute one and the same agreement. 

            7.12Survival of Obligations. The obligations of the Company and the Executive underthis Agreement which by their nature may require either partial or totalperformance after the expiration of the Term shall survive such expiration. 

            7.13Withholding. All payments and benefits made or provided under this Agreementshall be subject to withholding as required under applicable law. 

Article8:        CERTAIN DEFINITIONS

              Forpurposes of this Agreement, the following terms shall have themeanings indicated below:

            "AFFILIATE"shall mean, as to any Person, any Person controlled by, controlling, or undercommon control with such Person, and, in the case of a Person who is anindividual, a member of the family of such individual consisting of a spouse,sibling, in-law, lineal descendant, or ancestor (including by adoption), andthe spouses of any such individuals. For purposes of this definition, "control"(including the terms "controlling", "controlled by" and "under common controlwith") of a Person means the possession, directly or indirectly, alone or inconcert with others, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership ofsecurities, by contract or otherwise, and no Person shall be deemed in controlof another solely by virtue of being a director, officer or holder of votingsecurities of any entity. A Person shall be presumed to control any partnershipof which such Person is a general partner. 

              "CURRENTCUSTOMER" shall mean any Person who is currently utilizing any product orservice sold or provided by the Company through the facility managed by theExecutive; any Person who utilized any such product or service within theprevious 12 months; and any Person with whom the Company or any of itsAffiliates is currently conducting negotiations concerning the utilization ofsuch products or services. 

            "EMPLOYMENTPERIOD" shall mean the period during which the Executive has an obligation torender to the Company all or any portion of the services described in Section 1.03of this Agreement. The Employment Period shall in no event, however, extendpast the Expiration Date. 

              "PERSON"shall have the meaning given in Section 3(a)(9) of the Securities Exchange Actof 1934, as amended, as modified and used in Sections 13(d)(3) and 14(d)(2) ofsuch act. 

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            INWITNESS WHEREOF, the parties have executed and delivered thisAgreement as of the date first written above.

** **

|   | **COMPANY:**
**HOMESOLUTIONS OF AMERICA, INC.**

By:                                                                   Name:                                                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | **EXECUTIVE:**
                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | R. Andrew White                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

 

 

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**EXHIBIT A**

**FORM OF STOCK OPTION AGREEMENT**
 
 
** **