**EMPLOYMENTAGREEMENT**

            **THISEMPLOYMENT AGREEMENT** (this "Agreement") is made and entered into asof the 27h day of September, 2005**,** by and between****HomeSolutions Restoration of Louisiana, Inc. (the "Company**"**) and FernandoNava ("Nava").

            1.         Employment. The Company shall employ Nava on the terms and conditions set forth herein.

            2.         Term. The Company's employment of Nava shall commence as of September 28 2005(the "Effective Date") and end on the third (3rd) anniversary of suchEffective Date; subject, however, to the termination provisionscontained herein.  Nava's employment by the Company shall continue after theexpiration of the term of this Agreement and this Agreement shall automaticallybe renewed for additional successive one (1) year terms unless and until (i)terminated by either party prior at the end of the initial term or any renewalterm by giving to the other party not less than sixty (60) days prior writtennotice of such termination; or (ii) earlier terminated by either party asotherwise provided in Section 6 or 7 hereof.

            3.         Positionand Duties.

(a)        Position.  Nava shall be employed by the Companyas the Chief Executive Officer and shall report to the Board of Directors ofthe Company (the "Board") and such other persons as the Board may fromtime to time designate.  Nava shall have such duties and powers as areroutinely performed by the Chief Executive Officer of a privately held companyas well as those duties and powers that may be delegated to him from time totime by the Board.

(b)        Duties.  Nava agrees that while employed by theCompany he will:

(i)                 Complywith all Company policies and procedures as well as all applicable laws;

(ii)               Faithfullyand diligently serve the Company to the best of his ability;

(iii)              Devotehis full working time and attention to the business of the Company;

 

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(iv)             Notengage in or associate himself with any other business or enterprise, eitherdirectly or indirectly, as an employee, contractor or consultant; however, uponNava's written request to the Company, the Board may consent in writing for Navato participate in outside activities that do not interfere with Nava's jobduties for the Company or create a conflict of interest for Nava.  Theforegoing shall not be construed as a preventing Nava from (i) making passiveinvestments in other businesses or enterprises, provided, however,that such investments will not require services on the part of Nava which wouldin any way limit or impair the performance of his duties under this Agreementand such investments do not otherwise violate any other term of this Agreement;or (ii) participating in various charitable efforts and activities; and

(v)               Beavailable to travel on Company business as the needs of the Company mayreasonably require.

            4.         Placeof Performance.  Nava shall be based at the principal executive offices ofthe Company which shall initially be located in Pompano Beach, Florida, butwhich thereafter may be established at any other location as determined by theBoard.

            5.         Compensationand Related Matters.  As consideration for entering into this Agreement andfor all of the services rendered by Nava in any capacity during the term ofthis Agreement, the Company agrees to pay and/or provide to Nava, and he agreesto accept, the following:

               (a)        Annual Salary.  The Company shallpay to Nava as base compensation for his services an annual salary of $208,000.00(the "Annual Salary") payable in equal weekly installments.  The Boardshall review Nava's Annual Salary on each anniversary of the Effective Date ofthis Agreement and may increase the amount of Nava's Annual Salary as it maydeem appropriate.

(b)        Bonus.  The Board may from time to time award abonus to Nava; however, such bonus shall be entirely within the Board'sdiscretion.

(c)        EmployeeBenefits.  Nava shall be entitled to receive benefits under the Company'sbenefit plans as now in effect or hereafter implemented, including, withoutlimitation, medical, prescription, dental, disability, employee life, grouplife, accidental death and travel accident insurance plans and programs andsimilar benefits (collectively, the "Welfare Plans"), on terms which areno less favorable than the benefits made available to other executive officersof the Company.

(d)        Automobile. The Company shall pay up to One Thousand Dollars ($1,000.00) per month toprovide Nava with an automobile for his business and personal use in accordancewith the Company's Automobile policy, as may be in effect during the term ofthis Agreement.  The Company shall pay for the gasoline, maintenance, taxes andinsurance for the automobile.

 

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(e)        Vacation. Nava shall be entitled during each year of his employment by the Company, at atime mutually convenient to the Company and Nava, in accordance with theCompany's vacation policy, to a vacation of twenty (20) business days (whichmay be taken consecutively or non-consecutively) during which time Nava'ssalary will be paid in full.  The number of days of vacation will be proratedfor any portion of a year less than twelve (12) months during which Nava is employedhereunder.  Nava shall be entitled to roll over from one year to the next anyearned but unused vacation days which Nava has accrued in prior years.  Uponthe termination of Nava's employment for any reason, the Company shall pay to Navathe cash equivalent of any earned by unused vacation days which Nava hasaccrued.

(f)         Perquisites. During the term of Nava's employment, Nava shall be entitled to receive, inaddition to the benefits named above, such perquisites and fringe benefitsappertaining to his position in accordance with any policies, practices andprocedures establishing by the Board.

(g)        Expense Reimbursement.  Nava shall be entitledto receive reimbursement for all reasonable travel and business expenses inconnection with services performed by Nava hereunder, in accordance with theestablished policies of the Company with respect to expense reimbursement.  Asa condition of receiving such reimbursement, Nava shall account for suchexpenses to the extent necessary to substantiate the Company's Federal incometax deductions for such expenses under the Internal Revenue Code of 1986, asamended from time to time and the regulations thereunder.

            6.         Terminationby the Company.  The Company may terminate Nava's employment under thisAgreement without any breach of this Agreement upon any of the followingevents:

            (a)          Death.  Nava's employment shallterminate upon his death.

            (b)         Disability.  If as a result of Nava'sincapacity due to substantial physical or mental disability which renders or willrender the day-to-day performance of his duties hereunder impossible orhazardous to perform ("Disability"), and Nava shall have been absentfrom the performance of his duties hereunder for a consecutive period of onehundred eighty (180) days, the Company may terminate Nava's employment.  TheCompany shall give Nava fourteen (14) days' written notice of its intent toterminate Nava's employment due to Nava's Disability; provided, however,that in no event shall such termination be effective prior to the end of therunning of the one hundred eighty (180) day period.  In the event that Navareturns to the performance of his duties under this Agreement on a full timebasis before the expiration of the Company's fourteen (14) days' written noticeof termination, then Nava shall not be terminated but shall retain hisemployment with the Company. 

            (c)         For Cause.  The Company mayterminate Nava's employment under this Agreement at any time for cause bygiving Nava written notice of such termination.  For purposes of thisAgreement, "for cause" shall include, without limitation, any of thefollowing:

(i)         an act of fraud,embezzlement, misappropriation or theft by Nava in connection with theperformance of his duties under this Agreement or in the course of Nava'semployment with the Company;

(ii)        intentional orwillful materialdamage byNava to any of the property or assets of the Company or its related entities;

 

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(iii)       the failure of Nava to substantiallyperform his duties hereunder or to comply with the policies, standards orregulations of the Company after written demand for substantial performance isdelivered to Nava by the Company, which failure has not been cured within thirty(30) days after Nava's receipt of such written notice;

(iv)       a good faith determination by the Board of Directors that Nava has materially violated any of thecovenants, agreements orrepresentations made by him in thisAgreement; however, such determination shall not be made until theCompany has provided Nava at least thirty (30) days written notice of thealleged violation and Nava has been provided a reasonable opportunity topresent evidence regarding the alleged violation to the Board of Directors;

(v)        the conviction of Navafor any felony or misdemeanor involving dishonesty, deceit, fraud or moralturpitude.

            (d)        Without Cause.  The Company mayterminate Nava's employment under this Agreement without cause upon thirty (30)days' prior written notice to Nava of such termination.  For purposes of thisAgreement, the term "without cause" shall mean termination by theCompany on any grounds other than (i) those set forth in Sections 6(a), (b) or(c) hereof; or (ii) the expiration of this Agreement at the end of the initialterm or any renewal term as provided in Section 2 hereof.

            7.         Termination by Nava.

(a)        For Good Reason.  Nava may terminate hisemployment for good reason under this Agreement by providing the Company with writtennotice of such termination upon the occurrence of any of the following:

(i)         CompanyBreach.  The Company's failure to comply with any material provision ofthis Agreement, which failure has not been cured within thirty (30) days afterwritten notice of such noncompliance has been given by Nava to the Company, provided,however, that if the Company has commenced a cure and is continuing toeffect such cure in good faith, the Company shall have such time as isnecessary to complete such cure and during such period, Nava may not terminatethis Agreement on the grounds of such breach by the Company.

(ii)        Company Fraud. An intentional act of fraud, embezzlement, misappropriation or theft by theBoard in connection with Nava or the areas of the Company's activities whichare assigned to Nava.

 

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(b)        VoluntaryResignation.  Nava may terminate his employment with the Company by givingwritten notice to the Board of his voluntary resignation.  Nava's resignationnotice shall specify the Date of Termination, which shall not be less thanthirty (30) days from the giving of such resignation notice unless otherwiseagreed to by the Board.  Such resignation shall not preclude the Company fromterminating Nava's employment in accordance with the terms of this Agreementprior to the Date of Termination noted in Nava's notice of resignation.

            8.         Date of Termination.  Forpurposes of this Agreement, "Date of Termination" shall mean any of thefollowing events:

(a)        The date of Nava's death, if Nava's employment isterminated by his death;

(b)        If Nava's employment is terminated by the Company dueto his Disability, fourteen (14) days after notice of termination is given to Navapursuant to Section 6(b) hereof, provided that Nava shall not havereturned to the performance of his duties on a full time basis during suchfourteen (14) day period; 

(c)        The date on which the term of Nava's employment withthe Company ends pursuant to Section 2 hereof; or 

(d)        If Nava's employment is terminated by Nava or theCompany for any other reason, the date specified in the notice of termination.

            9.         Compensation Upon Termination and OtherConsequences of Termination.

            (a)        Death; Disability.  If Nava'semployment is terminated due to Nava's death or Disability, the Company shallhave no further payment obligations to Nava or his legal representatives otherthan for payment of that portion of Nava's Annual Salary accrued through theDate of Termination.  This payment obligation shall be paid by the Company toNava in a lump sum in cash within the earlier of thirty (30) days of the Dateof Termination or the date specified for payment under an applicable statestatute.  During any period that Nava fails to perform his duties hereunder asa result of his Disability (the "Disability Period"), Nava shallcontinue to receive his Annual Salary at the rate then in effect during suchDisability Period until his employment is terminated pursuant to the terms ofthis Agreement.  Salary payments made to Nava during the Disability Periodshall be reduced by any amounts paid or payable to Nava under any Companydisability plan.

            (b)        Without Cause; Company Breach.  If Nava'semployment is terminated by the Company without cause, or Nava terminates hisemployment with the Company pursuant to Section 7(a), then the Companyshall continue to pay Nava his Annual Salary until the covenants made by Navaunder Section 13 (a), (b) and (c) expire.  The payment will be made inequal installments on the Company's regularly scheduled pay days beginning onthe Date of Termination.  The Company may, at its option, discontinue theAnnual Salary payments due to Nava under this Section 9(b) at any timeupon written notice to Nava without further obligation to Nava; providedhowever, that at the time such payments are discontinued, Nava's covenants setforth in Sections 13 (a), (b) and (c) shall automatically expireand be of no further force or effect.  

 

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            (c)        Resignation;For Cause.  If Nava shall voluntarily resign his employment or Nava'semployment is terminated by the Company for cause, the Company shall pay Navahis Annual Salary through the Date of Termination at the rate then in effect. In such event, the Company shall have no further obligations to Nava under thisAgreement for any claim of compensation or damages arising from the terminationof Nava's employment.

           (d)        Release.  No amount shall be payablepursuant to Section 9(b) hereof unless Nava executes and delivers to theCompany, promptly after the Date of Termination, a release and waiver of claimsin a form prepared by the Company.  The Company's obligation to make paymentsunder Section 9(b) shall terminate if Nava violates anyprovision of Sections 11, 12, 13, or 14 of this Agreement.

            10.       Representationsand Warranties of Nava.  Nava represents and warrants to the Company that:

                     (a)        Nava is not a party toany contract, restriction or other obligation, the compliance of which isinconsistent with the execution of this Agreement, the performance of Nava'sobligations hereunder, or the rights of the Company hereunder; and

                     (b)        Nava is under no physicalor mental disability that would hinder the full performance of his duties andobligations under this Agreement.

            11.       Returnof Company Property/Return of Nava's Property.  Nava acknowledges that allmemoranda, notes, correspondence, databases, discs, records, reports, manuals,books, papers, letters, CD ROMs, keys, passwords and access codes,client/vendor/supplier profile data, contracts, orders, and lists, softwareprograms, information and records, and other documentation (whether in draft orfinal form) relating to the Company's business, or that of its affiliates(subsidiary, parent and sister entities), and any and all other documentscontaining Confidential Information (as defined in Section 12 hereof) furnishedto Nava by any representative of the Company or otherwise acquired or developedby him in connection with his association with the Company (collectively, "CompanyMaterials") are the sole and exclusive property of the Company.  Withinforty-eight (48) hours of the termination of his employment with the Companyfor any reason, or upon the request for return of the Company Materials by theCompany, Nava promises to return to the Company any Company Materials which arein his possession, custody or control, regardless of where such CompanyMaterials are located.  Within forty-eight (48) hours of the termination of hisemployment with the Company for any reason, the Company also will return to Navaall of Nava's property that is within the Company's custody and control.

 

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12.       ConfidentialInformation.  Immediately upon Nava's execution of this Agreement andcontinuing throughout his employment at the Company, the Company shall provide Navawith access to confidential, proprietary, and highly sensitive informationrelating to the Company's business and which is a competitive asset of theCompany ("Confidential Information").  Such Confidential Informationincludes all information which relates to the Company's business, which is orhas been disclosed to Nava orally or in writing by the Company or obtained byvirtue of work performed by Nava for the Company, is or was developed by theCompany, and is not generally available to individuals or entities within theindustry in which the Company is engaged or readily accessible by independentinvestigation.  The Confidential Information sought to be protected includes,without limitation, information pertaining to: (i) the identities of clients,suppliers or vendors with which or whom the Company does or seeks to dobusiness, as well as the point of contact persons and decision-makers at theseclients, suppliers or vendors, including their names, addresses, or e-mailaddresses and positions, whether contained in the Company's computer databasesystem or any written report; (ii) the past or present purchasing and tradinghistory of each client, supplier or vendor; (iii) the volume of business andthe nature of the business relationship between the Company and its clients,suppliers, vendors or investors, including any computerized documents or filesand/or written reports summarizing such information; (iv) the financing methodsemployed by and arrangements between the Company and its existing or potentialclients, suppliers, vendors or investors; (v) the costs and pricing formulasfor the Company's services and products; (vi) the Company's business plans andstrategy, marketing and sales plans and strategy, revenue, expense and profitprojections, research and development information, industry analyses, and anyproposed or actual implemented technology, product or service changes; (vii)information regarding the Company's employees, including their identities,skills, talents, knowledge, experience, compensation, and preferences; (viii)information about the Company's financial results and business conditioncontained on the Company's computer network or in any written or printeddocuments; (ix) information about the Company's current and future products andresearch and development programs; and (x) computer programs and softwaredeveloped by the Company and tailored to the Company's needs by its employees, independentcontractors, consultants or vendors.  Confidential Information may be containedon the Company's computer network, in computerized documents or files, or inany written or printed documents, including and/or written reports summarizingsuch information.

            Navaacknowledges that the unauthorized disclosure of Confidential Information couldplace the Company at a competitive disadvantage.  Consequently, Nava agrees that, while he is employed by the Company and following the termination of hisemployment with the Company, regardless of the reason for such termination, heshall not: use, publish, disclose or divulge, at any time, any ConfidentialInformation for the benefit of any person, entity, or corporation other thanthe Company, or to any person who is not a current employee of the Company,except in the performance of his duties, without the express, written consentof the Company.

            Navaunderstands and agrees that his obligations under this Section are in additionto, and not in limitation of, all other obligations of confidentiality which hemay have to the Company under general legal or equitable principles, or otherpolicies implemented by theCompany.

            13.       RestrictiveCovenants.  Nava agrees that the Company's commitment described in Section12 above to provide its Confidential Information to him gives rise to theCompany's interest in restraining Nava from competing against it and that therestrictions in this Section are designed to enforce Nava's promise in Section12 not to use or disclose Confidential Information belonging to the Company,except in the performance of Nava's duties for the Company.  Nava agrees thatthe restrictions in this Section are reasonable and do not impose a greaterrestraint than is necessary to protect the goodwill or other business interestsof the Company.  For these reasons, Nava agrees to thefollowing:

 

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(a)        Non‐Competition Covenant.  Nava shall not,without the prior written consent of the Company, during the term of thisAgreement and for a period of three years immediately following the Date ofTermination (subject to early termination upon the discontinuation of AnnualSalary payments to Nava pursuant to Section 9(b)), directly or indirectly, onbehalf of himself or any other person or entity, render any services withinCalifornia, Florida, Texas,  Georgia, South Carolina, North Carolina, Alabama,Mississippi, Louisiana, or any other state where the Company engaged inbusiness during the period Nava was employed by the Company to any Competitorof the Company that are similar to the services he rendered for the Companyunder this Agreement.  For the purpose of this Agreement, "Competitor" meansany person or entity engaged in the business of providing restoration orremediation services.  Nava further covenants and agrees that, without theprior written consent of the Company, Nava shall not, during his employmentwith the Company and for a three-year period following the termination of hisemployment with the Company for any reason, directly or indirectly, either asan individual or in any other capacity, (i) invest in any Competitor of theCompany (other than investments in publicly-owned companies which constitutenot more than one percent (1%) of the voting securities of such Competitor), or(ii) take any action inconsistent with his fiduciary relationship to theCompany.

(b)       Covenant Not to Solicit Customers.  Nava shallnot, without the prior written consent of the Company, during the three (3)year period immediately following the Date of Termination (subject to earlytermination upon the discontinuation of Annual Salary payments to Nava pursuantto Section 9(b)), directly or indirectly, on behalf of himself or any otherperson or entity, solicit or contact any current or prospective Company client,supplier, or vendor with whom he had any dealings while employed by the Companyfor the purpose of encouraging or inducing the client, supplier, or vendor inany way to change or discontinue its business relationship with the Company.

            (c)           Covenant Not to Solicit the Employees. Nava agrees that during his employment with the Company and for a period of three(3) years following the Date of Termination (subject to early termination uponthe discontinuation of Annual Salary payments to Nava pursuant to Section 9(b)),he will not directly or indirectly, on behalf of himself or any other person orentity, (i) solicit to hire or hire any person employed by the Company at thetime of his termination, (ii) attempt to influence any person employed by theCompany at the time of his termination to leave his or her employment, (iii)contact, or assist any person in contacting, any employee or former employee ofthe Company for the purpose of offering any such employee employment, or (iv)use or disclose to any person or business entity any personal informationregarding any of the Company's employees.

            (d)        Covenant Not to Access.  Nava shallnot, following the Date of Termination, access the Company's computer systems,download files or any information from the Company's computer systems or in anyway interfere, disrupt, modify or change any computer program used by theCompany or any data stored on the Company's computer systems.

 

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            (e)        ReasonableRestrictions.  Nava acknowledges and agrees that the restrictions set forthin this Section are reasonable as to time, geographic area and scope ofactivity and do not impose a greater restraint than is necessary to protect thegoodwill and other business interests of the Company, and Nava agrees that theCompany is justified in believing the foregoing.  If any provision of thisSection should be found by any court of competent jurisdiction or arbitratorappointed pursuant to Section 24 hereof to be unenforceable by reason ofits being too broad as to the period of time, territory, and/or scope, suchprovision shall nevertheless remain valid and fully effective, but shall beconsidered to be amended so that the period of time, territory, and/or scopeset forth herein shall be changed to be the maximum period of time, the largestterritory, and/or the broadest scope, as the case may be, which would be foundenforceable by such court or arbitrator.

            14.       OwnershipOf Intellectual Property.

            (a)        Assignment of Intellectual PropertyRights.  Nava hereby assigns and agrees to assign to the Company all of hisintellectual property rights as of their creation in, and to make full andprompt disclosure to the Company of all information relating to, anything madeor designed by him or that may be made or designed by him during the term of thisAgreement, whether alone or jointly with other persons, or within one yearfollowing the termination of his employment hereunder and resulting from orarising out of any work performed by Nava on behalf of the Company or any ofits affiliates (subsidiary, parent and sister entities) or connected with anymatter relating or possibly relating to any business in which the Company isinvolved.

            (b)        Assignment Documentation.  At anytime during the term of this Agreement or thereafter, Nava shall sign, acknowledgeand deliver, at the Company's expense, but without compensation other than areasonable sum for his time devoted to the execution thereof if his employmenthas then terminated, any document required by the Company to give effect tothis Section 14, including patent applications and documents evidencing theassignment of ownership.  Nava shall also provide such other assistance as theCompany may reasonably require with respect to any proceeding or litigationrelating to the protection or defense of intellectual property rights belongingto the Company.

15.       Survivalof Covenants.** **Nava understands and agrees that each restriction setforth in Sections 12, 13, and 14 shall survive the termination of hisemployment with the Company.  The existence of any claim or cause of action by Navaagainst the Company whether predicated on this Agreement or otherwise shall notconstitute a defense to the enforcement by the Company of said restrictions.

               16.       BindingAgreement.  This Agreement and all rights of Nava hereunder shall inure tothe benefit of and be enforceable by Nava's personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees. In addition, this Agreement and the obligations and rights of theCompany hereunder shall be binding on any person, firm, or corporation which isa successor in interest to the Company.

 

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            17.       Notice. All notices, requests and other communications under this Agreement shall be inwriting (including a writing delivered by facsimile transmission) and shall bedeemed to have been duly given if delivered by hand, or sent by eithercertified or registered mail, return receipt requested, postage prepaid, byovernight courier guaranteeing next day delivery, or by facsimile, addressed asfollows:

Ifto Nava:

Fernando Nava1400 SW 12thAvenuePompanoBeach, FL  33069Facsimile No.:  (___) ___-____

or at such other address orfacsimile number as Nava may have advised the Company in writing; and

Ifto the Company:

HomeSolutions Restoration of Louisiana, Inc.5565Red Bird Center DriveDallas,Texas 75237Attn: Rick O'BrienFacsimile No.:  (214)333-9435

or at suchother address or facsimile number as the Company may have advised Nava inwriting.

            Allsuch notices, requests and other communications shall be deemed to have beenreceived (i) on the date of delivery thereof, if delivered by hand; (ii) on thethird day after the mailing thereof, if mailed; (iii) on the next day after thesending thereof, if by overnight courier; and (iv) when receipt isacknowledged, if faxed.

            18.       Waiversand Amendments.  No amendment or waiver of any provision of this Agreement,nor consent to any departure therefrom, shall be effective unless the sameshall be in writing and signed by each party hereto, and then such waiver orconsent shall be effective only in the specific instance and for the specificpurpose for which given.  No failure on the part of a party hereto to exercise,and no delay in exercising any right hereunder, shall operate as a waiverthereof, nor shall any single or partial exercise of any right hereunderpreclude any other or further exercise thereof or the exercise of any otherright.

            19.       Captions. The captions, headings and arrangements used in this Agreement are forconvenience only and do not in any way affect, limit or amplify the provisionshereof.

 

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            20.       InvalidProvisions.  If any provision of this Agreement is held to be illegal,invalid or unenforceable, such provision shall be fully severable and thisAgreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a part hereof, and the remainingprovisions of this Agreement shall remain in full force and effect and shallnot be affected by such illegal, invalid or unenforceable provision or itsseverance from this Agreement.

            21.       Assignability. This Agreement may not be transferred, assigned, pledged or hypothecated byeither party hereto without the prior written consent of the other party tothis Agreement; provided, however, the Company may assign thisAgreement to any person or entity acquiring all or substantially all of thebusiness or assets of the Company pursuant to a purchase of assets, merger,consolidation, incorporation, reorganization or liquidation of the Company, orotherwise.

            22.       Attorneys'Fees.  In the event that any action or proceeding is commenced by any partyhereto for the purpose of enforcing any provision of this Agreement, the partyto such action or proceeding may receive as part of any award, judgment,decision or other resolution of such action or proceeding, its costs andattorneys' fees as determined by the person or body making such award,judgment, decision or resolution. Should any claim hereunder be settled priorto the commencement of any such action or proceeding, the parties may mutuallyagree to include as part of the damages alleged to have been incurredreasonable costs of attorneys or other professionals in investigation orcounseling with respect to such claim.

            23.       GoverningLaw.  This Agreement, its validity, construction and interpretation and therights and remedies of the parties hereto shall be governed by the substantivelaws of the State of Texas, without giving effect to its principles of conflictlaws.

 

 

 

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            24.       Arbitration. Subject to Section 25 hereof, to the extent that the parties hereto areunable to resolve any disputes or controversies between them which arise out ofor relate to this Agreement or the performance, breach, validity,interpretation or enforcement of this Agreement, or Nava's employment and/ortermination, including, without limitation, any and all claims or causes ofaction which may arise or be asserted under federal, state or local regulatory,statutory or common law, and including, without limitation, claims underTitle VII of the Civil Rights Act of 1964, the Age Discrimination inEmployment Act, the Americans with Disabilities Act, the Civil Rights Act of1991, the Family Medical Leave Act, the Texas Commission on Human Rights Act, wrongfuldischarge, breach of contract, and tort (such as intentional infliction ofemotional distress, libel, slander, invasion of privacy or personal injury),all such disputes and controversies will be resolved by binding arbitration inaccordance with the United States Arbitration Act and the CommercialArbitration Rules of the American Arbitration Association (the "AAA"),and judgment upon the award rendered by the arbitrator may be entered in anycourt having jurisdiction thereof.  A party hereto shall initiate arbitrationby sending written notice of its intention to arbitrate to the other party andto the AAA office located in Dallas, Texas.  Parties shall have the same periodof time to file claims as provided by the applicable statute of limitation forsuch claim.  Such written notice will contain a description of the dispute andthe remedy sought.  The arbitration will be conducted at the offices of the AAAin Dallas, Texas before an independent and impartial arbitrator acceptable tothe parties hereto.  In the event that the parties have not mutually agreed onan acceptable arbitrator within thirty (30) days after the demand forarbitration is filed, the arbitrator shall be appointed in the manner providedby the Commercial Arbitration Rules of the AAA.  The decision of the arbitratorwill be final and binding on the parties hereto and their successors andassignees.  Where consistent with applicable law, the arbitrator shall have theauthority to order the non-prevailing party to pay the prevailing party'sattorney's fees and all costs of the arbitration.  The parties will participatein good faith in a non-binding mediation of their dispute at least 60 daysprior to the date of the arbitration hearing.  The parties shall jointly selectthe mediator but if they are unable to agree on a mediator, then the arbitratorshall appoint the mediator.  The parties hereto intend that this agreement toarbitrate be irrevocable.  

            25.       InjunctiveRelief.  Each party (i) acknowledges that a remedy at law for any breach orattempted breach of Sections 11, 12, 13 and 14 of this Agreement will beinadequate; (ii) agrees that each party will be entitled to specificperformance and injunctive and other equitable relief in case of any breach orattempted breach of Sections 11, 12, 13 and 14 of this Agreement; and (iii)agrees not to use as a defense that any party has an adequate remedy at law. This Agreement is enforceable in a court of equity by a decree of specificperformance, and appropriate injunctive relief may be applied for and grantedin connection herewith.  Such remedy is not exclusive and is in addition to anyother remedies now or hereafter existing at law or in equity, by statute orotherwise.

            26.        VoluntaryAgreement.** **Each party acknowledges that he or it has had anopportunity to consult with an attorney concerning the meaning, import, andlegal significance of this Agreement, and each party has read this Agreement,as signified by their respective signatures hereto, and each party isvoluntarily executing the same after, if sought, advice of counsel for thepurposes and consideration herein expressed.

            30.       Entirety. This Agreement contains the entire agreement between the parties with respectto the matters addressed herein and supersedes all prior representations,inducements, promises or agreements, oral or otherwise, which are not containedherein.

            31.       Counterparts. This Agreement may be executed in multiple counterparts, each of which shall bedeemed an original for all purposes and all of which shall be deemedcollectively to be one agreement.

 

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            IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date first writtenabove.

**COMPANY:                                                                  HOMESOLUTIONS RESTORATION                                                                                              OFLOUISIANA, INC.**

By:_________________________________     Printed Name:  Frank Fradella     Title:      Secretary and Treasurer

____________________________________DateSigned

** **

**NAVA:**

 __________________________________Fernando Nava

__________________________________DateSigned

 

 

 

 

 

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