**LETTER AGREEMENT**

            ThisLetter Agreement (this "***Agreement***") is dated as of June 30, 2005, by and among Home Solutions of America, Inc., a Delaware corporation ("***HSOA***"),  Cornerstone Building and Remodeling, Inc., a Florida corporation andwholly-owned subsidiary of HSOA ("***CORNERSTONE***"), and AnthonyLeeber, Jr., an individual resident of the State of Florida ("***SHAREHOLDER***").

            **WHEREAS**,HSOA and SHAREHOLDER are parties to that certain Reorganization Agreement andPlan of Merger, dated February 28, 2005, as amended on March 30, 2005 (the "***MergerAgreement***"), whereby HSOA acquired 100% of CORNERSTONE, which wasformerly owned by SHAREHOLDER;

            **WHEREAS**,pursuant to the Merger Agreement, certain purchase price adjustments could berequired under certain circumstances following an audit of CORNERSTONE byHSOA's independent auditors;

            **WHEREAS**,such audit has been completed, and HSOA and SHAREHOLDER have executed thisAgreement to acknowledge and agree to the specific purchase price adjustments.

            **NOWTHEREFORE**, the parties hereto agree as follows:

1.         HSOA and SHAREHOLDER hereby agree to thefollowing, effective as of the date hereof, in full satisfaction of thepurchase price adjustments required by the Merger Agreement:

(a)       The First Note (as defined in theFirst Amendment to the Merger Agreement) is hereby immediately deemed to bepaid in full (including any accrued interest thereon), and fully extinguished;

(b)       The Second Note (as defined in theFirst Amendment to the Merger Agreement) is hereby immediately deemed to bepaid in full (including any accrued interest thereon), and fully extinguished;

(c)       Upon the execution of thisAgreement, SHAREHOLDER shall deliver to HSOA the original copies of the FirstNote and the Second Note, and SHAREHOLDER shall mark "Canceled/Paid in Full",and sign and date such language, on the first page of each such note;

(d)       In lieu of HSOA appointingSHAREHOLDER to HSOA's Board of Directors, as required by Section 6.3 of theMerger Agreement, which Section 6.3 is hereby deleted in its entirety, HSOAshall, for so long as SHAREHOLDER (i) is employed by CORNERSTONE or HSOA, and(ii) holds at least 5% of HSOA's outstanding common stock, invite SHAREHOLDERto attend, as an observer, all meetings of HSOA's Board of Directors. SHAREHOLDER agrees, however, to excuse himself from any meeting at which theBoard notifies SHAREHOLDER that it needs to discuss a matter that, for legal orbusiness reasons, must be discussed without the SHAREHOLDER being present.

(e)       Following the execution of thisAgreement by SHAREHOLDER and HSOA, (i) Section 1.5 of the Merger Agreement,(ii) the First Note, (iii) the Second Note, (iv) Section 6.3 of the MergerAgreement, and (v) the Guaranty, shall each be null and void, and have nofurther legal effect.

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2.         In connectionwith the Merger Agreement, CORNERSTONE and SHAREHOLDER entered into thatcertain Executive Employment Agreement, dated March 31, 2005 (the "***Employment Agreement***").  In connection with the purchase price adjustmentsset forth above, CORNERSTONE and SHAREHOLDERhereby agree to the following:

            (a)        Section 2.01 of the EmploymentAgreement shall be deleted and replaced in its entirety with the followingprovision:

                        "2.01    Salary.Subject to the provisions of Article 4 of this Agreement that relate tocompensation 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 $300,000 (such amount, as it may be increased fromtime to time, is hereinafter referred to as "**Salary**") for the durationof the Term.  The Employer shall withhold from each installment of the Salaryall applicable federal, state, and local income and other payroll taxes."

                        (b)        SHAREHOLDER'ssalary received from CORNERSTONE for the period from March 31, 2005 through  December 31, 2005, shall not exceed $300,000.

3.         Except as effectively amended or terminatedhereby, the agreements described herein shall remain in full force and effect. Capitalized terms that are not defined herein shall have the same meaningassigned to them in the applicable agreement.

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            IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed anddelivered as of the date first above written.

*            ThisAgreement may be executed in one or more identical counterparts, including byfacsimile signature, each of which shall be deemed to be an original and all ofwhich together shall be deemed to be one instrument.*

**HSOA:**

** **

HOMESOLUTIONS OF AMERICA, INC.

By:________________________________Name:                                                            Title:                                                                

**CORNERSTONE:**

** **

CORNERSTONE   BUILDING AND REMODELING, INC.

By:_________________________________Name:                                                              Title:                                                                 

**SHAREHOLDER:**

                                                                        

Anthony Leeber, Jr. 

 

 

 

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