**REGISTRATION RIGHTS AGREEMENT**

            This Registration Rights Agreement (this "***Agreement***")is made and entered into as of March 31, 2005 (the "***Effective Date***"),by and between Home Solutions of America, Inc.,****a Delaware corporation(the "***Company***"), and Anthony Leeber, Jr., an individual residentof the State of Florida ("***Investor***").

            WHEREAS, the Company and Investor are parties to that certain ReorganizationAgreement and Plan of Merger (the "***Purchase Agreement***") that hasclosed as of even date herewith. Pursuant to the Purchase Agreement, Investorhas initially acquired 2,470,588 shares (as such number of shares may be adjustedpursuant to Sections 1.4 or 1.5 of the Purchase Agreement, the "***InvestorShares***") of the common stock, $.001 par value, of the Company (the "***CommonStock***").  In order to induce Investor to enter into the PurchaseAgreement, the Company has agreed to provide Investor with the registrationrights set forth in this Agreement.

            NOW, THEREFORE, in consideration of the foregoing premise and themutual undertakings and covenants made herein, and for such other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties to this Agreement hereby agree as follows: 

1.      Demand Registration.

(a) Requests for Registration. At any timeafter December 31, 2005, in the event that Investor has not previously beenprovided with an opportunity to register his Registrable Securities in aPiggyback Registration, the Investor may, in accordance herewith, requestregistration under the Securities Act (as defined in Section 9) of all or anyportion of his Registrable Securities (as defined in Section 9) on Form S-1,Form SB-2, Form S-3, or any similar or successor registration statements thatthe Company is eligible to use to register shares of Common Stock.  Theregistration requested pursuant to this Section 1(a) is referred to herein as a"***Demand Registration***." Investor's one-time request for a DemandRegistration shall specify the approximate number of Registrable Securitiesrequested to be registered and the anticipated per share price range for suchoffering. 

(b) Procedure.Investor shall only be entitled to request one Demand Registration.  In suchDemand Registration, the Company shall pay all Registration Expenses (asdefined in Section 5). A registration shall not count as the one permittedDemand Registration until it has become effective.  If a Demand Registration isan underwritten offering and the managing underwriters advise the Company in writingthat, in their opinion, the number of Registrable Securities and othersecurities requested to be included in such offering exceeds the number ofsecurities that can be sold in an orderly manner in such offering within aprice range acceptable to the requesting holder, then the Company shall includein such registration, prior to the inclusion of any securities which are notRegistrable Securities, (i) first, the Registrable Securities requested to beincluded in such registration, pro rata, among the holders of such RegistrableSecurities on the basis of the number of shares owned by each such holder, and(ii) second, the other securities requested to be included in suchregistration. 

 

 

 

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(e) Restrictionson Primary Registrations. The Company shall not be obligated to effect anyDemand Registration unless holders of at least 2,000,000 shares of RegistrableSecurities have requested such Demand Registration. The Company shall not beobligated to effect any Demand Registration within 120 days after the effectivedate of a previous registration in which the holders of Registrable Securitieswere given piggyback rights pursuant to Section 2 and in which the reduction,if any, in the number of Registrable Securities requested to be includedtherein was not greater than 25%. The Company may postpone for up to 180 daysthe filing or the effectiveness of a registration statement for a DemandRegistration if the Company, in good faith, concludes that such DemandRegistration would reasonably be expected to have a material adverse effect onany proposal or plan by the Company or any of its Subsidiaries to acquirefinancing, engage in any acquisition of assets (other than in the ordinarycourse of business), or engage in any merger, consolidation, tender offer,reorganization, or similar transaction; provided that, in such event, therequesting holder shall be entitled to withdraw such request and the Companyshall pay all Registration Expenses in connection with such registration. TheCompany may delay a Demand Registration hereunder only once in any calendaryear.

(f) Selectionof Underwriters. The Company shall have the right to select the investmentbanker(s) and manager(s) to administer the offering, subject to the consent ofInvestor, which consent shall not be unreasonably withheld.

2.      Piggyback Registrations.

(a) Rightto Piggyback. Commencing with the Effective Date, whenever the Companyproposes to register any of its securities (including any proposed registrationof the Company's securities by any third party) under the Securities Act (otherthan in connection with registrations on form S-4, S-8 or any successor orsimilar forms) and the registration form to be used may be used for theregistration of Registrable Securities, the Company shall give prompt writtennotice (and in any event within ten business days after its receipt of noticeof any exercise of demand registration rights pursuant to this or any otherAgreement) to the holders of Registrable Securities of its intention to effectsuch a registration, and shall include in such registration all RegistrableSecurities with respect to which the Company has received written requests forinclusion therein (a "***Piggyback Registration***"), within 15 daysafter the receipt of the Company's notice. 

(b) PiggybackExpenses. The Registration Expenses of the holders of the RegistrableSecurities shall be paid by the Company in all Piggyback Registrations. 

(c) Priorityon Primary Registrations. If a Piggyback Registration is an underwrittenprimary registration on behalf of the Company, and the managing underwritersadvise the Company in writing that, in their opinion, the number of securitiesrequested to be included in such registration exceeds the number which can besold in an orderly manner in such offering within a price range acceptable tothe Company, then the Company shall include in such registration (i) first, thesecurities the Company proposes to sell, and (ii) second, the RegistrableSecurities requested to be included in such registration by the holders of theRegistrable Securities and the other securities requested to be included insuch registration, pro rata, on the basis of the number of shares owned by eachsuch holder. 

(d) Priorityon Secondary Registrations. If a Piggyback Registration is an underwrittensecondary registration on behalf of holders of the Company's securities otherthan the holders of the Registrable Securities (it being understood thatsecondary registrations on behalf of holders of Registrable Securities areaddressed in Section 1 above rather than this Section 2(d)), and the managingunderwriters advise the Company in writing that, in their opinion, the numberof securities requested to be included in such registration exceeds the numberwhich can be sold in an orderly manner in such offering within a price rangeacceptable any requesting holder of the Registrable Securities, then theCompany shall include in such registration (i) first, the securities requestedto be included therein by the holders requesting such registration and (ii)second, the Registrable Securities requested to be included in suchregistration by the holders of the Registrable Securities and the othersecurities requested to be included in such registration, pro rata, on thebasis of the number of shares owned by each such holder. 

(e) Selectionof Underwriters. The Company shall have the right to select the investmentbanker(s) and manager(s) to administer the offering. 

 

 

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3.      HoldbackAgreements. The Company (i) shall not effect any public sale or distributionof its equity securities, or any securities, options, or rights convertibleinto or exchangeable or exercisable for such securities, during the seven daysprior to and during the 180-day period beginning on the effective date of anyunderwritten Demand Registration or any underwritten Piggyback Registration(except as part of such underwritten registration or pursuant to registrationson Form S-4 or Form S-8 or any successor form), unless the underwritersmanaging the registered public offering otherwise agree, and (ii) to the extentnot inconsistent with applicable law, shall cause each holder of its equitysecurities, or any securities convertible into or exchangeable or exercisablefor equity securities, purchased from the Company at any time after the date ofthis Agreement (other than in a registered public offering) to agree not toeffect any public sale or distribution (including sales pursuant to Rule 144)of any such securities during such period (except as part of such underwrittenregistration, if otherwise permitted), unless the underwriters managing theregistered public offering otherwise agree.

4.     RegistrationProcedures. Whenever a holder of Registrable Securities has requested thatany Registrable Securities be registered pursuant to this Agreement, theCompany shall use its best efforts to effect the registration and the sale ofsuch Registrable Securities in accordance with the intended method ofdisposition thereof, and pursuant thereto, the Company shall, as expeditiouslyas possible: 

(a) prepareand, within 60 days after the end of the period within which requests forregistration may be given to the Company (provided that the Company shall havean extension for any delay caused solely by any holder of RegistrableSecurities or his representatives or counsel), file with the Securities andExchange Commission a registration statement with respect to such RegistrableSecurities and use its best efforts to cause such registration statement tobecome effective (provided that, before filing a registration statement orprospectus or any amendments or supplements thereto, the Company shall furnishto counsel for each holder of Registrable Securities to be included in suchregistration copies of all such documents proposed to be filed, which documentsshall be subject to the review and comment of counsel for same);

(b) notify inwriting each holder of Registrable Securities of the effectiveness of eachregistration statement filed hereunder and prepare and file with the Securitiesand Exchange Commission such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessaryto keep such registration statement effective for a period of not less than oneyear as in the opinion of counsel for the underwriters a prospectus is requiredby law to be delivered in connection with sales of Registrable Securities by anunderwriter or dealer) and comply with the provisions of the Securities Actwith respect to the disposition of all securities covered by such registrationstatement during such period in accordance with the intended methods ofdisposition by the sellers thereof set forth in such registration statement;

(c) furnish toeach seller of Registrable Securities such number of copies of suchregistration statement, each amendment and supplement thereto, the prospectusincluded in such registration statement (including each preliminaryprospectus), and such other documents as such seller may reasonably request inorder to facilitate the disposition of the Registrable Securities owned by suchseller; 

(d) use itsbest efforts to register or qualify such Registrable Securities under suchother securities or blue sky laws of such jurisdictions as any sellerreasonably requests and do any and all other acts and things which may bereasonably necessary or advisable to enable such seller of RegistrableSecurities to consummate the disposition in such jurisdictions of theRegistrable Securities owned by such seller of Registrable Securities (providedthat the Company shall not be required to (i) qualify generally to do businessin any jurisdiction where it would not otherwise be required to qualify but forthis Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or(iii) consent to general service of process in any such jurisdiction); 

 

 

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(e) promptlynotify in writing each seller of such Registrable Securities, at any time whena prospectus relating thereto is required to be delivered under the SecuritiesAct, of the happening of any event as a result of which the prospectus includedin such registration statement contains an untrue statement of a material factor omits any fact necessary to make the statements therein not misleading inlight of the circumstances under which they were made, and, at the request ofany holder of the Registrable Securities covered by such registrationstatement, the Company shall promptly prepare and furnish to each such seller areasonable number of copies of a supplement or amendment to such prospectus sothat, as thereafter delivered to the purchasers of such Registrable Securities,such prospectus shall not contain an untrue statement of a material fact oromit to state any fact necessary to make the statements therein not misleadingin light of the circumstances under which they were made; 

(f) cause allsuch Registrable Securities to be listed on each securities exchange on whichsimilar securities issued by the Company are then listed; 

(g) makeavailable for inspection by any underwriter participating in any dispositionpursuant to such registration statement, and any attorney, accountant, or otheragent retained by any such underwriter, all financial and other records,pertinent corporate documents and properties of the Company, and cause theCompany's officers, directors, employees, and independent accountants to supplyall information reasonably requested by any such underwriter, attorney,accountant, or agent in connection with such registration statement and assistand, at the request of any participating underwriter, use reasonable bestefforts to cause such officers or directors to participate in presentations toprospective purchasers; 

(h) in the event of the issuance of any stop ordersuspending the effectiveness of a registration statement, or of any ordersuspending or preventing the use of any related prospectus or suspending thequalification of any equity securities included in such registration statementfor sale in any jurisdiction, the Company shall use its best efforts promptlyto obtain the withdrawal of such order; 

(i) use itsbest efforts to cause such Registrable Securities covered by such registrationstatement to be registered with or approved by such other non-foreigngovernmental agencies or authorities as may be necessary to enable the sellersthereof to consummate the disposition of such Registrable Securities; 

(j) obtain oneor more cold comfort letters, dated the effective date of such registrationstatement (and, if such registration includes an underwritten public offering,dated the date of the closing under the underwriting agreement), from theCompany's independent public accountants in customary form and covering suchmatters of the type customarily covered by cold comfort letters as the holdersof a majority of the Registrable Securities being sold in such registeredoffering reasonably request (provided that such Registrable Securitiesconstitute at least 30% of the securities covered by such registrationstatement); and 

(k) provide alegal opinion of the Company's outside counsel, dated the effective date ofsuch registration statement (or, if such registration includes an underwrittenpublic offering, dated the date of the closing under the underwritingagreement), with respect to the registration statement, each amendment andsupplement thereto, the prospectus included therein (including the preliminaryprospectus) and such other documents relating thereto in customary form andcovering such matters of the type customarily covered by legal opinions of suchnature. 

 

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           5.       Registration Expenses.

(a) Subject toSection 5(b) below, all expenses incident to the Company's performance of orcompliance with this Agreement, including all registration and filing fees,fees and expenses of compliance with securities or blue sky laws, printingexpenses, travel expenses, filing expenses, messenger and delivery expenses,fees and disbursements of custodians, and fees and disbursements of counsel forthe Company, and fees and disbursements of all independent certified publicaccountants, underwriters including, if necessary, a "qualified independentunderwriter" within the meaning of the rules of the National Association ofSecurities Dealers, Inc. (in each case, excluding discounts and commissions),and other Persons (as defined in Section 9) retained by the Company or byholders of Registrable Securities or their affiliates on behalf of the Company(all such expenses being herein called "***Registration Expenses***"),shall be borne as provided in this Agreement, except that the Company shall, inany event, pay its internal expenses (including all salaries and expenses ofits officers and employees performing legal or accounting duties), the expenseof any annual audit or quarterly review, the expense of any liability insurance,and the expenses and fees for listing the securities to be registered on eachsecurities exchange on which similar securities issued by the Company are thenlisted or on the NASD automated quotation system (or any successor or similarsystem). 

(b) Inconnection with each Demand Registration and each Piggyback Registration, theholders of Registrable Securities included in such registration shall beresponsible for all fees and disbursements of any counsel employed by same. 

(c) To theextent Registration Expenses are not required to be paid by the Company, eachholder of securities included in any registration hereunder shall pay thoseRegistration Expenses allocable to the registration of such holder's securitiesso included, and any Registration Expenses not so allocable shall be borne byall sellers of securities included in such registration in proportion to theaggregate selling price of the securities to be so registered. 

6.        Indemnification.

(a) The Company agreesto indemnify and hold harmless, to the fullest extent permitted by law, eachholder of Registrable Securities, its officers, directors, agents, andemployees, and each Person who controls such holder (within the meaning of theSecurities Act) against all losses, claims, damages, liabilities, and expenses(or actions or proceedings, whether commenced or threatened, in respectthereof), whether joint and several or several, together with reasonable costsand expenses (including reasonable attorney's fees) to which any such indemnifiedparty may become subject under the Securities Act or otherwise (collectively, "***Losses***")caused by, resulting from, arising out of, based upon, or relating to anyuntrue or alleged untrue statement of material fact contained in (i) (A) anyregistration statement, prospectus or preliminary prospectus, or any amendmentthereof or supplement thereto or (B) any application or other document orcommunication (in this Section 6, collectively called an "application")executed by or on behalf of the Company or based upon written informationfurnished by or on behalf of the Company filed in any jurisdiction in order toqualify any securities covered by such registration under the "blue sky" orsecurities laws thereof or (ii) any omission or alleged omission of a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, and the Company will reimburse such holder and each suchdirector, officer, and controlling Person for any legal or any other expensesincurred by them in connection with investigating or defending any such Losses;provided that the Company shall not be liable in any such case to the extentthat any such Losses result from, arise out of, are based upon, or relate to anuntrue statement or alleged untrue statement, or omission or alleged omission,made in such registration statement, any such prospectus, or preliminaryprospectus or any amendment or supplement thereto, or in any application, inreliance upon, and in conformity with, any information furnished to the Companyby any holder for use therein or by such holder's failure to deliver a copy ofthe registration statement or prospectus or any amendments or supplementsthereto after the Company has furnished such holder with a sufficient number ofcopies of the same. 

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(b) Inconnection with any registration statement in which a holder of RegistrableSecurities is participating, each such holder will furnish to the Company inwriting such information and affidavits as the Company reasonably requests foruse in connection with any such registration statement or prospectus and, tothe fullest extent permitted by law, shall severally and not jointly indemnifyand hold harmless the other holders of Registrable Securities and the Company,and their respective officers, directors, agents, and employees, and each otherPerson who controls the Company (within the meaning of the Securities Act)against any Losses caused by, resulting from, arising out of, based upon, orrelating to (i) any untrue or alleged untrue statement of material factcontained in the registration statement, prospectus or preliminary prospectus,or any amendment thereof or supplement thereto or in any application, or (ii)any omission or alleged omission of a material fact required to be stated thereinor necessary to make the statements therein not misleading, but only to theextent that such untrue statement or omission is made, or used to make anuntrue statement or omission, in such registration statement, any suchprospectus or preliminary prospectus or any amendment or supplement thereto, orin any application in reliance upon and in conformity with information preparedand furnished to the Company by such holder expressly for use therein, and suchholder will reimburse the Company and each such other indemnified party for anylegal or any other expenses incurred by them in connection with investigatingor defending any such Losses; provided that the obligation to indemnify will beindividual, not joint and several, for each holder.

            (c) Any Personentitled to indemnification hereunder will (i) give prompt written notice tothe indemnifying party of any claim with respect to which it seeksindemnification (provided that the failure to give prompt notice shall notimpair any Person's right to indemnification hereunder to the extent suchfailure has not prejudiced the indemnifying party) and (ii) unless in suchindemnified party's reasonable judgment a conflict of interest between suchindemnified and indemnifying parties may exist with respect to such claim,permit such indemnifying party to assume the defense of such claim with counselreasonably satisfactory to the indemnified party. If such defense is assumed,then the indemnifying party will not be subject to any liability for anysettlement made by the indemnified party without its consent (but such consentwill not be unreasonably withheld). An indemnifying party who is not entitledto, or elects not to, assume the defense of a claim will not be obligated topay the fees and expenses of more than one counsel for all parties indemnifiedby such indemnifying party with respect to such claim, unless in the reasonablejudgment of any indemnified party a conflict of interest may exist between suchindemnified party and any other of such indemnified parties with respect tosuch claim. 

(d) Theindemnification provided for under this Agreement shall be in addition to anyother rights to indemnification or contribution which any indemnified party mayhave pursuant to law or contract, and will remain in full force and effectregardless of any investigation made or omitted by or on behalf of theindemnified party or any officer, director, or controlling Person of suchindemnified party and shall survive the transfer of securities. 

7.      Participation in Underwritten Registrations.

(a) No Personmay participate in any underwritten registration hereunder unless such Person(i) agrees to sell such Person's securities on the basis provided in anyunderwriting arrangements approved by the Person or Persons entitled hereunderto approve such arrangements (including pursuant to the terms of anyover-allotment or "green shoe" option requested by the managing underwriter(s),provided that no holder of Registrable Securities will be required to sell morethan the number of Registrable Securities that such holder has requested theCompany to include in any registration) and (ii) completes and executes allquestionnaires, powers of attorney, indemnities, underwriting agreements, andother documents reasonably required under the terms of such underwritingarrangements; provided that no holder of Registrable Securities included in anyunderwritten registration shall be required to make any representations orwarranties to the Company or the underwriters (other than representations andwarranties regarding such holder and such holder's intended method ofdistribution) or to undertake any indemnification obligations to the Company orthe underwriters with respect thereto, except as otherwise provided in Section 6hereof. 

 

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(b) EachPerson that is participating in any registration hereunder agrees that, uponreceipt of any notice from the Company of the happening of any event of thekind described in Section 4(e) above, such Person will immediately discontinuethe disposition of its Registrable Securities pursuant to the registrationstatement until such Person's receipt of the copies of a supplemented oramended prospectus as contemplated by Section 4(e). In the event the Companyshall give any such notice, the applicable time period mentioned in Section4(b) during which a Registration Statement is to remain effective shall beextended by the number of days during the period from and including the date ofthe giving of such notice pursuant to this Section 7(b) to and including thedate when each seller of a Registrable Security covered by such registrationstatement shall have received the copies of the supplemented or amendedprospectus contemplated by Section 4(e). 

8.     Permitted Transferees. The rights granted hereunder whichattach to the Registrable Securities shall not assignable by Investor unless(a) Investor receives the prior written consent of the Company, which may begiven or withheld at the Company's sole discretion, and (b) each proposedassignee (each, a "***Permitted Transferee***") becomes a party to thisAgreement by executing a counterpart signature page hereto; upon thefulfillment of (a) and (b) hereunder, the Permitted Transferee shall succeed toall of the rights and obligations of a holder of the Registrable Securitiesunder this Agreement, and, upon such execution, such person shall for allpurposes hereof be a holder of Registrable Securities and party to thisAgreement. 

9.      Definitions.

(a)  "***RegistrableSecurities***" means the Investor Shares (including any shares of CommonStock issued pursuant to earn-out payments under the Purchase Agreement), orany Common Stock issued or issuable with respect to the Investor Shares by wayof a stock dividend or stock split or in connection with a combination ofshares, recapitalization, merger, consolidation or other reorganization. As toany particular Registrable Securities, such securities shall cease to beRegistrable Securities when they (i) have been distributed to the publicpursuant to an offering registered under the Securities Act or sold to thepublic through a broker, dealer, or market maker in compliance with Rule 144under the Securities Act (or any similar rule then in force), (ii) have beeneffectively registered under a registration statement, (iii) have been offeredto be registered in a Piggyback Registration, but the holder of the RegistrableSecurities did not include such shares in the Piggyback Registration, (iv) havebeen repurchased by the Company, or (v) meet the requirements for resale underRule 144(k) under the Securities Act. 

(b)  "***Person***" means a natural person, a company orother entity, or a governmental subdivision or agency.

(c)  "***SecuritiesAct***" means the Securities Act of 1933, as amended, or any successor federallaw then in force, together with all rules and regulations promulgatedthereunder. 

10.        Miscellaneous.

(a)  Amendmentsand Waivers. Except as otherwise provided herein, no modification,amendment, or waiver of any provision of this Agreement shall be effectiveagainst the Company or the holders of Registrable Securities unless suchmodification, amendment, or waiver is approved in writing by the Company andthe holders of at least 80% of the Registrable Securities then in existence. Nofailure by any party to insist upon the strict performance of any covenant,duty, agreement, or condition of this Agreement or to exercise any right orremedy consequent upon a breach thereof shall constitute a waiver of any suchbreach or any other covenant, duty, agreement, or condition. 

 

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(b) Successorsand Assigns. This Agreement shall not be assignable without the priorwritten consent of the Company, and under the other terms set forth in Section7 above.

(c) Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be prohibited by or invalid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of thisAgreement. 

(d) DescriptiveHeadings. The descriptive headings of this Agreement are inserted forconvenience only and do not constitute a substantive part of this Agreement. Wheneverrequired by the context, any pronoun used in this Agreement shall include thecorresponding masculine, feminine, or neuter forms, and the singular form ofnouns, pronouns, and verbs shall include the plural and vice versa. The use ofthe word "including" in this Agreement shall be, in each case, by way ofexample and without limitation. The use of the words "or," "either," and "any"shall not be exclusive. Reference to any agreement, document, or instrumentmeans such agreement, document, or instrument as amended or otherwise modifiedfrom time to time in accordance with the terms thereof, and if applicablehereof. 

(e) GoverningLaw. All issues and questions concerning the construction, validity,interpretation, and enforcement (including issues and questions concerning therelative rights of the Company and its stockholders) of this Agreement and theexhibits and schedules hereto shall be governed by, and construed in accordancewith, the laws of the State of Delaware, without giving effect to any choice oflaw or conflict of law rules or provisions (whether of the State of Delaware orany other jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware. Venue for any legal actionarising hereunder shall be exclusively in Dallas County, Texas. 

(f) Notices.All notices, demands, or other communications to be given or delivered under orby reason of the provisions of this Agreement shall be in writing and shall bedeemed to have been given when delivered personally to the recipient, sent tothe recipient by reputable overnight courier service (charges prepaid) ormailed to the recipient by certified or registered mail, return receiptrequested and postage prepaid. Such notices, demands, and other communicationsshall be sent to each holder of Registrable Securities at the addressesindicated on the Schedule of Holders and to the Company at the address of itscorporate headquarters or to such other address or to the attention of suchother person as the recipient party has specified by prior written notice tothe sending party. 

(g) EntireAgreement. This Agreement, those documents expressly referred to herein andother documents of even date herewith embody the complete agreement andunderstanding among the parties and supersede and preempt any priorunderstandings, agreements or representations by or among the parties, writtenor oral, which may have related to the subject matter hereof in any way. 

(h) NoStrict Construction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event an ambiguity orquestion of intent or interpretation arises, this Agreement shall be construedas if drafted jointly by the parties hereto, and no presumption or burden ofproof shall arise favoring or disfavoring any party by virtue of the authorshipof any of the provisions of this Agreement.

(i) Waiver of Rightto Jury Trial. Each Party hereto expressly waives any and all rights to atrial by jury in any action, proceeding or counterclaim (whether based oncontract, tort, or otherwise) arising out of or relating to this Agreement orany of the transactions contemplated hereby. 

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(j) Counterparts.This Agreement may be executed in two or more counterparts, including by facsimilesignature, any one of which need not contain the signatures of more than oneparty, but all such counterparts taken together shall constitute one and thesame Agreement. 

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            IN WITNESS WHEREOF, the parties have executed thisRegistration Rights Agreement as of the date first written above.

** **

**THE COMPANY:**

**HOME SOLUTIONS OF AMERICA, INC.**

By:                                                                              Rick J.O'Brien            ChiefFinancial Officer

** **

** **

**INVESTOR:**

** **

**  **

                                                                       Anthony Leeber, Jr.

 

 

 

 

 

 

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