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HOME SOLUTIONS OF AMERICA, INC.
 BOARD COMPENSATION PLAN
 For Service During the Period from June 19, 2007
(the date of the Companys annual Shareholders meeting) through June 18, 2008
(the Compensation Period)
 Board Retainer:
    
    Each Board Member shall receive a cash
retainer payment equal to $6,250 for
each quarter ($25,000 for the entire
Compensation Period) during which such
Board Member serves as such during the
Compensation Period, commencing with
the quarter beginning June 19, 2007
and payable promptly in arrears at the
conclusion of each such Compensation
Period quarter.Committee Retainer:
    
    Each Board Member who serves as the
Chairman of a committee of the Board
shall receive a cash retainer payment
equal to $1,250 for each quarter
($5,000 for the entire Compensation
Period) during which the committee
Chairman serves in such capacity
during the Compensation Period,
commencing with the quarter beginning
June 19, 2007 and payable promptly in
arrears at the conclusion of each such
Compensation Period quarter.Attendance at meetings:
    
    Each Board Member who attends, in
person, by teleconference or any other
permissible method, any meeting of the
Board or any meeting of a committee of
the Board upon which such Board Member
serves, shall receive, in
consideration of such attendance, a
cash payment equal to $1,000 payable
in arrears at the conclusion of each
Compensation Period quarter, and
reimbursement of travel and other
expenses related to such attendance
incurred by such Board Member, to be
paid as soon as administratively
practicable following the date of such
meeting.Equity Compensation:
    
    Each Board Member who serves as a
member of the Board during the
Compensation Period shall receive for
such service, a grant of 25,000 shares
each, of the common stock, par value
$.001 per share (the Common Stock)
of the Company, such shares to be
issued during the first quarter of the
Compensation Period; provided,
however, that the shares granted shall
be subject to the Board Members
continuing performance of services
during the Compensation Period (see
below).Vesting:
    
    The restricted stock awards will vest
over a two-year term in twenty-four
equal monthly increments and shall be
vested in a prorated number of shares,
based on the number of months for
which such Board Member served as
such, and shall forfeit any unvested
shares.If a Board Member resigns or is
terminated prior to completing the
Board Compensation Plan vesting term
of two years, or if a Board Member is
not elected for the year following the
Compensation Period, such Board Member
will forfeit his unvested shares;
however, in such an event, all
remaining lock-up restrictions will
terminate with respect to vested
shares. Additionally, the restricted
shares will be automatically vested in
the vent of a change of control in the
Company.




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Lock-Up Agreement:
    
    The shares to be issued to the Board Members under the
Board Compensation Plan shall be subject to a two-year
lock-up agreement (the Lock-Up Agreement), pursuant
to which each Board Member agrees that he will assign,
transfer, sell or convey any shares issued to him only
pursuant to the terms of the Board Compensation Plan.
Lock-up restrictions shall lapse for twenty-five
percent of the stock award at the end of each six-month
period during the two-year vesting term described
above. All such shares shall be assigned, transferred,
sold or conveyed only in accordance with applicable
securities laws. Additionally, the lock-up
restrictions will automatically expire in the event of
a change in control in the Company.