**EXECUTIVEEMPLOYMENT AGREEMENT**

This ExecutiveEmployment Agreement (this "**Agreement**") is made and entered into as ofJuly 31, 2003 (the "**Effective Date**"), by and among  Fiber-Seal Systems,L.P., a Texas limited partnership ("**FIBER-SEAL**"), , Home Solutions ofAmerica, Inc., a Delaware corporation (the "**Parent**") (FIBER-SEAL andParent are referred to herein together as the "**Employer**"), and Rick J.O'Brien, an individual resident of the State of Texas (the "**Executive**").

**WITNESSETH**

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

**WHEREAS,**the Employer desires to employ and retain the services of the Executive as afull-time employee in the positions of President of FIBER-SEAL and VicePresident of Parent, and the Executive desires to work for and be employed byFIBER-SEAL and Parent in such positions; and

**WHEREAS,**theEmployer and the Executive desire to set forth the terms and conditionspursuant to which the Executive will be employed by the Employer.

**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:          **EMPLOYMENTTERM AND DUTIES**

1.01     Employment. The Employer hereby employs the Executive, and the Executive hereby acceptsemployment by the Employer, upon the terms and conditions set forth in thisAgreement.

1.02     Term. Unless earlier terminated as herein provided, the Executive's employment withthe Employer pursuant to this Agreement shall commence on the Effective Dateand shall end on the final day of the Term (as defined in this Section 1.02). For purposes of this Agreement, the "**Term**" shall mean a period of timecommencing on the Effective Date and continuing until July 31, 2006 (the "**Expiration Date**").

1.03     Dutiesand Services.  The Executive will be employed as the President ofFIBER-SEAL and Vice President of Parent in Dallas, Texas, and will have suchduties and perform such services as are customary with such positions, or asotherwise requested by management officials senior in authority to the Executive. The Executive will devote at least 75% of his business time, attention, skill,and energy exclusively to the business of the Employer.

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Article 2:          **COMPENSATION**

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 $120,000 (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.  The Board of Directors of the Parents will consider annually, whether or not toincrease the salary of the Executive.

2.02     Benefits. For the duration of the Employment Period and as otherwise set forth herein,the Executive and his dependents (if applicable), will be permitted to participatein such pension, bonus, health insurance, disability income insurance, andother employee benefit plans of the Employer (collectively, "**Benefits**")that may be in effect from time to time to the extent the Executive and hisdependents are eligible for participation under the terms of such plans.  

2.03     StockOptions.  Upon the execution of this Agreement and the stock optionagreement in the form attached hereto as Exhibit A (the "**Stock OptionAgreement**"), the Executive shall receive a stock option to purchase 250,000shares of common stock, $.001 par value, of the Parent, at an exercise price of$2.00 per share, vested over a three-year period, subject to the terms andconditions contained within the Stock Option Agreement.  

Article3:          **FACILITIES AND EXPENSES**

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

Article4:          **TERMINATION**

4.01     Termination of Employment Period.

(a)        *Death of the Executive*.  The EmploymentPeriod shall terminate immediately and automatically upon the death of theExecutive.

(b)        *Termination by the Employer*.  TheEmployer may terminate the Employment Period (i) immediately upon the deliveryof a Notice of Termination (as defined in Section 4.01(d) of this Agreement) bythe Employer to the Executive setting forth the facts that indicate that adetermination has been made that the Executive has a Disability in accordancewith Section 4.02 of this Agreement; (ii) immediately upon delivery of a Noticeof Termination by the Employer to the Executive setting forth the facts thatindicate that an event constituting Cause (as defined in Section 4.03 of thisAgreement) has occurred, or on such later date as may be set forth in suchNotice of Termination; or (iii) at any time without Cause effective as of the30th day following the delivery of a Notice of Termination by the Employer tothe Executive, or on such later date as may be set forth in such Notice ofTermination.

 

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(c)        *Termination by the Executive*.  TheExecutive may terminate the Employment Period (i) immediately upon delivery ofa Notice of Termination by the Executive to the Employer setting forth factsthat indicate that an event constituting Good Reason (as defined in Section4.04 of this Agreement) has occurred within the 30 days immediately prior tothe date of delivery of such Notice of Termination, or (ii) immediately uponhis resignation for any reason other than Good Reason.

                        (d)        *Noticeof Termination*.  For purposes of this Agreement, a "**Notice ofTermination**" shall mean a written notice (delivered in accordance withSection 7.06 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 "Disability."  For purposesof this Agreement, the Executive will be deemed to have a "**Disability**"under any of the following conditions: (a) for physical or mental reasons, theExecutive is unable to render and perform substantially and continuously theExecutive's duties and services as required by this Agreement for 12consecutive weeks, or for 16 nonconsecutive weeks during any 12-month period,or (b) the prognosis or recommendations of the Examining Doctor (as defined inthis Section 4.02) are such that the Executive would be unable to render andperform substantially and continuously the Executive's duties and servicesunder this Agreement for 12 consecutive weeks, or for 16 nonconsecutive weeksduring any 12-month period.  Upon the request of either party hereto followingwritten notice to the other, the Disability of the Executive will be determinedby a medical doctor (the "**Examining Doctor**") who shall be selected asfollows: the Employer and the Executive shall each select a medical doctor, andthose two medical doctors will select a third medical doctor who will be theExamining Doctor.  The determination of the Examining Doctor as to whether ornot the Executive has a Disability will be binding on both parties hereto.  TheExecutive must submit to a reasonable number of examinations by the ExaminingDoctor, and the Executive hereby authorizes the disclosure and release to theEmployer of such determination and the results of such examinations.  If theExecutive is not legally competent, the Executive's legal guardian or dulyauthorized attorney-in-fact will act in the Executive's stead under thisSection 4.02 for the purposes of submitting the Executive to examinations andproviding any such authorizations of disclosure.

4.03     Definition of "Cause."  For purposes ofthis Agreement, "**Cause**" shall mean: (a) the Executive's material andpersistent failure to perform his duties and services in accordance with thisAgreement, unless such failure is due to the Executive's Disability, or theExecutive's material violation of this Agreement or any material inaccuracy ofany representation or warranty of the Executive contained herein, unless, forany such failure, violation, or inaccuracy that is capable of being cured, theExecutive cures such failure, violation, or inaccuracy within 10 days of theEmployer providing written notice to the Executive of such failure, violation,or inaccuracy; (b) the appropriation (or attempted appropriation) of a materialbusiness opportunity of the Employer, including attempting to secure orsecuring any personal profit in connection with any transaction entered into onbehalf of the Employer; (c) the theft, fraud, or embezzlement of any of thereal or personal property, tangible or intangible, of the Employer or any ofits Affiliates; (d) the commission of an act of fraud upon, or bad faith orwillful misconduct toward, the Employer or any of its Affiliates; (e) conductconstituting gross negligence or recklessness, as determined by the  Employerin its sole but reasonable discretion, that is materially injurious to theEmployer, a customer of the Employer, or any of the Employer's Affiliates; or(f) the conviction of, the indictment for (or its procedural equivalent), orthe entering of a guilty plea or plea of no contest with respect to, a felony,the equivalent thereof, or any other crime with respect to which imprisonmentis a possible punishment.  The Board of Directors of Parent shall determine onbehalf of Employer whether "Cause" exists.  "Cause" relating to FIBER-SEAL orParent shall constitute "Cause" as to the other company as well.

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4.04     Definition of "Good Reason."  For thepurposes of this Agreement, the phrase "**Good Reason**" means (i) theEmployer's material breach of this Agreement and the Employer's failure toremedy such breach within 10 days following the delivery of written notice ofsuch breach by the Executive to the Employer; (ii) the assignment by theEmployer to the Executive, without the prior written consent of the Executive,of responsibilities or duties that are substantially different from the dutiesand services set forth in Section 1.03 of this Agreement; (iii) the relocationof the Executive from Dallas, Texas, (iv) demotion in rank, title or duties(with regard to either FIBER-SEAL or Parent), or (v) the failure of Parent tosecure the capital for the Employer to be reasonably agreed upon by Parent andthe Executive.

4.05     Effect of Termination of Employment Period;Post-Termination Benefits.  Upon the termination of the Employment Periodin accordance with Section 4.01 of this Agreement, the Executive's obligationto render to the Employer the services described in Section 1.03 of thisAgreement shall cease (although the Term shall not terminate), and the Employershall pay the Executive or, in the event of his death while amounts remainpayable hereunder, his Designated Beneficiary (as defined in this Section4.05), if at all, as follows:

                       (a)        *Terminationby the Employer with Cause or by the Executive without Good**Reason*. If the Employment Period is terminated in accordance with Section 4.01(b)(ii)or Section 4.01(c)(ii) of this Agreement, the Executive will be entitled toreceive solely that portion of his Salary, payable in accordance with theEmployer's normal payroll practices, accrued by the Executive as of the date ofthe termination of the Employment Period; provided, however, that the Executiveshall not receive, and shall not be entitled to receive, any Salary or Benefits(except for Salary and Benefits accrued prior to the date of the termination ofthe Employment Period) during the remainder of the Term following such termination,or thereafter, except as otherwise required in accordance with federal or statelaw or the terms of the plans governing the benefits provided hereunder.

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                       (b)        *Terminationby the Employer without Cause or by the Executive with Good Reason*.  If theEmployment Period is terminated in accordance with Section 4.01(b)(iii) orSection 4.01(c)(i) of this Agreement, the Employer shall pay the Executive theSalary and the Benefits for the lesser of (i) the remainder of the Term, or(ii) six months from the date of termination.  In addition, Articles 5 and 6 ofthis Agreement shall immediately become null and void upon a termination by theEmployer without Cause or by the Executive with Good Reason.

(c)        *Termination upon Death or Disability*. Ifthe Employment Period is terminated in accordance with Section 4.01(a) orSection 4.01(b)(i), the Employer will pay to the disabled Executive or to theExecutive's Designated Beneficiary, as the case may be, in accordance with itsnormal payroll practices, the customary installments of the Salary and theBenefits that were provided to the Executive during the Employment Period, ifapplicable, until the earlier of the Expiration Date or the 90th dayfollowing the date of the Executive's death or the date of the determination bythe Examining Doctor that the Executive has a Disability, as the case may be. Following such date, the Executive or the Executive's Designated Beneficiaryshall have no right to receive, and the Employer shall have no furtherobligation to pay to the Executive, further monthly installments of Salary orBenefits; provided, however, that, in the event the Executive is determined tohave a Disability, the Employer has maintained the disability income insurancereferred to in Section 2.02 of this Agreement and the Executive is entitled tobenefits under that insurance.  In the event the Employer has not maintainedsuch disability income insurance, then the Employer shall continue to pay theSalary and the Benefits to the Executive for the remainder of the Term.  Forthe purposes of this Agreement, the Executive's "**Designated Beneficiary**"means such individual beneficiary or trust, located at such address as theExecutive may designate by written notice to the Employer from time to time or,if the Executive fails to give written notice to the Employer of such abeneficiary, the Executive's estate; provided, however, that, notwithstandingthe preceding sentence, the Employer shall have no duty under any circumstancesto attempt to open an estate on behalf of the Executive, to determine whetherany beneficiary designated by the Executive is alive, to determine theexistence of any trust, to determine whether any person or entity purporting toact as the Executive's personal representative (or the trustee of a trustestablished by the Executive) is duly authorized to act in that capacity, or tolocate or attempt to locate any beneficiary, personal representative, ortrustee.

(d)        Accrued Benefits.  Unless otherwiserequired by this Agreement, federal or state law, or the terms of the relevantplans providing Benefits hereunder, the Executive's accrual of the Benefitspursuant to Section 2.02 hereof will cease on the date of the termination ofthe Employment Period, and the Executive will thereafter be entitled to accruedBenefits pursuant to such plans only as provided in such plans. 

Article 5:          **NON-DISCLOSURE COVENANT**

5.01     Confidential Information Defined.  For thepurposes of this Article 5, the phrase "**Confidential Information**" meansany and all of the following: trade secrets concerning the business and affairsof the Employer or its Affiliates, product specifications, data, know-how,formulae, compositions, processes, designs, sketches, photographs, graphs,drawings, samples, inventions and ideas, past, current, and planned researchand development, current and planned distribution methods and processes,customer lists, current and anticipated customer requirements, price lists,market studies, business plans, computer software and programs (including objectcode, machine code, and source code), computer software and databasetechnologies, systems, structures, and architecture (and related formulae,compositions, processes, improvements, devices, know-how, inventions,discoveries, concepts, ideas, designs, and methods); information concerning thebusiness and affairs of the Employer or its Affiliates (which includeshistorical financial statements, financial projections and budgets, historicaland projected sales, capital spending budgets and plans, the names andbackgrounds of key personnel, personnel training techniques and materials,however documented); and notes, analysis, compilations, studies, summaries, andother material prepared by or for the Employer or its Affiliates containing orbased, in whole or in part, on any information included in the foregoing. Notwithstanding the foregoing, Confidential Information shall not include anyinformation that the Executive demonstrates was or became generally availableto the public other than as a result of a disclosure of such information by theExecutive or any other person under a duty to keep such informationconfidential.  

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5.02     Acknowledgment by the Executive.  TheExecutive acknowledges that (a) during the Employment Period and as part of hisemployment, the Executive will be afforded access to Confidential Informationthat the Employer has devoted substantial time, effort, and resources todevelop and compile; (b) public disclosure of such Confidential Informationwould have an adverse effect on the Employer and its business; (c) the Employerwould not disclose such information to the Executive, nor employ or continue toemploy the Executive without the agreements and covenants set forth in thisArticle 5; and (d) the provisions of this Article 5 are reasonable andnecessary to prevent the improper use or disclosure of ConfidentialInformation. 

5.03     Maintaining Confidential Information.  Inconsideration of the compensation and benefits to be paid or provided to theExecutive by the Employer under this Agreement and the acknowledgments setforth above, the Executive, during the Employment Period, the Term, and at alltimes thereafter, agrees and covenants as follows:

(a)        Employer Information.  The Executive willhold in strictest confidence the Confidential Information and will not discloseit to any Person (defined below) except with the specific prior written consentof the Employer or as may be required by court order, law, government agencieswith which the Employer deals in the ordinary course of its business, or exceptas otherwise expressly permitted by the terms of this Agreement.  Any tradesecrets of the Employer will be entitled to all of the protections and benefitsafforded under applicable laws.  If any information that the Employer deems tobe a trade secret is ruled by a court of competent jurisdiction not to be atrade secret, such information will, nevertheless, be considered ConfidentialInformation for purposes of this Agreement.  The Executive hereby waives anyrequirement that the Employer submit proof of the economic value of any tradesecret or post a bond or other security.  The Executive will not remove fromthe Employer's premises or record (regardless of the media) any ConfidentialInformation of the Employer or its Affiliates, except to the extent suchremoval or recording is necessary for the performance of the Executive'sduties.  The Executive acknowledges and agrees that all ConfidentialInformation, and physical embodiments thereof, whether or not developed by theExecutive, are the exclusive property of the Employer or its Affiliates, as thecase may be. 

(b)        Third Party Information.  The Executiverecognizes that the Employer and its Affiliates have received and in the futurewill receive from third parties their confidential or proprietary informationsubject to a duty on their parts to maintain the confidentiality of suchinformation and to use it only for certain limited purposes.  The Executiveagrees that he owes the Employer, its Affiliates, and such third parties,during the Employment Period and thereafter, a duty to hold all suchconfidential or proprietary information in the strictest confidence and not todisclose it to any Person (except as necessary in carrying out his duties forthe Employer consistent with the Employer's agreement with such third party) orto use it for the benefit of anyone other than for the Employer or such thirdparty (consistent with the Employer's agreement with such third party) withoutthe express written authorization of the Employer or its Affiliate, as the casemay be.

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(c)        Returning Employer Documents.  TheExecutive agrees that, at the time of the termination of the Employment Period,he will deliver to the Employer  (and will not keep in his possession ordeliver to any other Person) 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 Employer 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.  In the event of the termination of the EmploymentPeriod, the Executive agrees to sign and deliver the "**TerminationCertification**" attached hereto as Exhibit B.

5.04     Disputes or Controversies.  The Executiverecognizes that should a dispute or controversy arising from or relating tothis Agreement be submitted for adjudication to any court or other third party,the preservation of the secrecy of Confidential Information may bejeopardized.  All pleadings, documents, testimony, and records relating to anysuch adjudication will be maintained in secrecy and will be available forinspection by the Employer, the Executive, and their respective attorneys andexperts, who will agree, in advance and in writing, to receive and maintain allsuch information in secrecy, except as may be limited by them in writing.

Article6:          **NON-COMPETITION AND NON-INTERFERENCE**

6.01     Covenants Regarding Competitive Protection.The Employer and the Executive hereby mutually agree that the nature of theEmployer's business and the Executive's employment hereunder are based on theEmployer's goodwill, public perception, and customer relations.  Therefore, inconsideration of the acknowledgments set forth in Section 5.02 herein and thecompensation and benefits to be paid to the Executive pursuant to thisAgreement, the Executive hereby agrees and covenants to each and all of thefollowing:

(a)        Noncompete.  For the duration of theRestricted Period, the Executive will not, directly or indirectly, in anycapacity whatsoever, individually or on behalf of any other person or entity,engage or invest in, own, manage, operate, finance, control, or participate inthe ownership, management, operation, financing, or control of, be employed by,associated with, or in any manner connected with, lend the Executive's name orany similar name to, lend the Executive's credit to or render services oradvice to, any business engaged or about to become engaged in the Business ofthe Employer, or any of its Affiliates, in the Market Area.  For purposes ofthis Agreement, the "**Business**" of the Employer is licensing,franchising, and providing fabric protection systems.

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(b)        Solicitation of Customers.  For theduration of the Restricted Period, the Executive hereby covenants and agreesthat he will not, either directly or through an Affiliate, solicit any Personthat is a Current Customer (defined below) of the Employer or its Affiliatesfor purposes of selling products or services to such Person that are incompetition with the products and services offered or sold by the Employer orits Affiliates. 

(c)        Solicitation of Employees.  For theduration of the Restricted Period, the Executive hereby agrees not to employ,either directly or through an Affiliate, any current employee of the Employeror its Affiliates or any individual who was an employee of the Employer or itsAffiliates at any time during Term, and agrees not to solicit, or contact inany manner that could reasonably be construed as a solicitation, eitherdirectly or through an Affiliate, any employee of the Employer or itsAffiliates for the purpose of encouraging such employee to leave or terminatehis or her employment with the Employer or its Affiliates.

(d)        Solicitation of Vendors.  For theduration of the Restricted Period, the Executive hereby agrees not to solicit,either directly or through an Affiliate, a current vendor or supplier of theEmployer or its Affiliates for purposes of encouraging such vendor or supplierto cease or diminish providing products or services to the Employer or itsAffiliates, or to change adversely the terms under which such vendor orsupplier provides such products or services to the Employer or its Affiliates.

(e)        Interference.  For the duration of theRestricted Period, the Executive hereby agrees not to interfere with theEmployer's relationship with any person who at the relevant time is anemployee, contractor, supplier, or customer of the Employer or its Affiliates. 

(f)         Restricted Period.  For purposes of thisSection 6.01, the term "**Restricted Period**" means the period commencingwith the Effective Date and terminating on the earliest to occur of (i) July 31, 2008, (ii) the date Grassmere Computer Products, Inc., a Texascorporation and/or Merritt Computer Products, L.P., a Texas limitedpartnership, exercise their rights under either that certain Repurchase OptionAgreement or that certain Pledge Agreement, each dated July 31, 2003, andreacquire the ownership interests in FIBER-SEAL, (iii) the date the Executiveterminates his employment for Good Reason, or (iv) the date the Employerterminates the Executive without Cause.

(g)        Market Area.  For purposes of thisSection 6.01, the term "**Market Area**" means the State of Texas and any otherstate or province in which the Employer has provided goods or services withinthe twelve months prior to the earlier of (i) the last day of the EmploymentPeriod or (ii) the Expiration Date.

6.02     Scope.  The Executive acknowledges andagrees that the geographic area, length and scope of the restrictions containedin Section 6.01 are reasonable and necessary to protect the legitimate businessinterests of the Employer.  The duration of the agreements contained in Section6.01 shall be extended for the amount of any time of any violation thereof andthe time, if greater, necessary to enforce such provisions or obtain any reliefor damages for such violation through the court system.  The Employer may, atany time on written notice approved by its Board of Directors, reduce thegeographic area, length or scope of any restrictions contained in Section 6.01and, thereafter, the Executive shall comply with the restriction as so reduced,subject to subsequent reductions.  If any covenant in Section 6.01 of thisAgreement is held to be unreasonable, arbitrary, or against public policy, suchcovenant will be considered to be divisible with respect to scope, time, andgeographic area, and such lesser scope, time, or geographic area, or all ofthem, as an arbitrator or a court of competent jurisdiction may determine to bereasonable, not arbitrary, and not against public policy, will be effective,binding, and enforceable against the Executive.  In the event of termination ofthe Executive's employment with the Employer for any reason, the Executiveconsents to the Employer communicating with the Executive's new employer, anyentity in the Business or through or in connection with which the Executive isrestricted hereunder, or any other party about the restrictions and obligationsimposed on the Executive under this Agreement.

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Article7:          **GENERAL PROVISIONS**

7.01     Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by theEmployer as a result of a breach of the provisions of Articles 5 and 6 hereofmight be irreparable and that an award of monetary damages to the Employer forsuch a breach would be an inadequate remedy.  Consequently, the Employer willhave the right, in addition to any other rights it may have, to obtaininjunctive relief to restrain any breach or threatened breach or otherwise to specificallyenforce the provisions of Articles 5 and 6 hereof.

7.02     Covenants of Articles 5 and 6 are Essential andIndependent Covenants.  The covenants by the Executive in Articles 5 and 6are essential elements of this Agreement, and without the Executive's agreementto comply with such covenants, the Employer would not have entered into thisAgreement or employed or continued the employment of the Executive.  TheEmployer and the Executive have independently consulted their respectivecounsel and have been advised in all respects concerning the reasonableness andpropriety of such covenants, with specific regard to the nature of the businessconducted by the Employer.  If the Executive's employment hereunder expires oris terminated, this Agreement will continue in full force and effect as isnecessary or appropriate to enforce the covenants and agreements of theExecutive in Articles 5 and 6.

7.03     Representations and Warranties by the Executive. The Executive represents and warrants to the Employer that (a) the Executivehas never taken any action of the types set forth in Section 4.03(b) though (f)and (b) the execution and delivery by the Executive of this Agreement does not,and the performance by the Executive of the Executive's obligations hereunderwill not, with or without the giving of notice or the passage of time, or both:(i) violate any judgment, writ, injunction, or order of any court, arbitrator,or governmental agency applicable to the Executive; or (ii) conflict with,result in the breach of any provisions of or the termination of, or constitutea default under, any agreement to which the Executive is a party or by whichthe Executive is or may be bound.

7.04     Obligations Contingent on Performance.  Theobligations of the Employer hereunder, including its obligation to pay thecompensation provided for herein, are contingent upon the Executive'sperformance of the Executive's obligations hereunder.

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7.05     Binding Effect; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, theparties hereto and their respective successors, assigns, heirs, and legalrepresentatives, including any entity with which the Employer may merge orconsolidate or to which all or substantially all of its assets may betransferred.  The covenants of the Executive under this Agreement, beingpersonal, may not be delegated.

7.06     Notices.  All notices, consents, waivers,and other communications under this Agreement must be in writing and will bedeemed to have been duly given when (a) delivered by hand (with writtenconfirmation of receipt), (b) sent by facsimile (with written confirmation ofreceipt), provided that a copy is mailed by registered mail, return receiptrequested, or (c) when received by the addressee, if sent by a nationallyrecognized overnight delivery service (receipt requested) or, (d) mailed byregistered or certified mail, postage prepaid and return receipt requested, ineach case to the appropriate addresses and facsimile numbers set forth below (orto such other addresses and facsimile numbers as a party may designate bynotice to the other parties):

   

Ifto Employer:   

Fiber-Seal Systems, L.P.

   

   

 c/oHome Solutions of America, Inc.

   

   

 11850 Jones Road

   

   

 Houston, TX 77070

   

   

 Facsimile:(281) 970-9854
   
   

Witha copy to:   

J. Paul Caver, Esq.

   

   

 3102 Maple Avenue, Suite 220

   

   

 Dallas, Texas 75201

   

   

 Facsimile:(214) 220-1288

 

   

Ifto the Executive:   

Rick J. O'Brien

   

   

 5565  Red Bird Center Drive

   

   

 Suite 150

   

   

 Dallas, TX 75237

   

   

 Facsimile: (214) 339-1313
   
   

Witha copy to:   

Scot O'Brien, Esq.

   

   

 Hallett& Perrin, P.C.

   

   

 2001  Bryan Street, Suite 3900

   

   

 Dallas, TX 75201

   

   

 Facsimile:(214) 922-4144

7.07     Entire Agreement; Amendments.  ThisAgreement contains the entire agreement between the parties with respect to thesubject matter hereof and supersedes all prior agreements and understandings,oral or written, between the parties hereto with respect to the subject matterhereof.  This Agreement may not be amended orally; but only by an agreement inwriting signed by the parties hereto.

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7.08     **GOVERNING LAW; VENUE.  THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  TEXAS WITHOUTGIVING EFFECT TO THE CONFLICT OF LAWS RULES OR CHOICE OF LAWS RULES THEREOF. VENUE FOR ANY ACTION BROUGHT HEREUNDER SHALL BE AS DETERMINED UNDER THAT CERTAIN PARTNERSHIP INTERESTPURCHASE AGREEMENT BY, AMONG OTHERS, THE EMPLOYER AND MERRITT COMPUTERPRODUCTS, L.P., A TEXAS LIMITED PARTNERSHIP DATED AS OF THE DATE OF THISAGREEMENT.**

7.09     Headings; Construction.  The headings inthis Agreement are provided for convenience only and will not affect itsconstruction or interpretation.  All references to "Article,"  "Articles,""Section," or "Sections" refer to the corresponding Article, Articles, Section,or Sections of this Agreement unless otherwise specified.  All words used inthis Agreement will be construed to be of such gender or number as thecircumstances require. 

7.10     Severability.  If any provision of thisAgreement is held invalid or unenforceable by an arbitrator or any court ofcompetent jurisdiction, the other provisions of this Agreement will remain infull force and effect.  Any provision of this Agreement held invalid orunenforceable only in part or degree will remain in full force and effect tothe extent not held invalid or unenforceable.

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

7.12     Survival of Obligations.  The obligationsof the Employer and the Executive under this Agreement which by their naturemay require either partial or total performance after the expiration of theTerm shall survive such expiration.

7.13     Withholding and Set Off.  All payments andbenefits made or provided under this Agreement shall be subject to withholdingas required under applicable law.  The Employer is further authorized towithhold and setoff against any such payments and benefits any amounts that theExecutive may come to owe the Employer, whether as a result of any breach ofthis Agreement or otherwise.

7.14     Arbitration. Any controversy orclaim arising out of or relating to this Agreement, or violation of thisAgreement, shall be settled by arbitration in accordance with the Rules of theAmerican Arbitration Association, and judgment rendered by the arbitrator may beentered in any court having jurisdiction thereover. The arbitration shall beconducted in either Houston, Texas or Dallas, Texas, unless otherwise agreed bythe parties thereto. The arbitrator shall be deemed to possess the power toissue mandatory orders and restraining orders in connection with sucharbitration; provided, however, that nothing in this Section 7.14 shall beconstrued as to deny the Employer the right and power to seek and obtaininjunctive relief in a court of competent jurisdiction for any breach orthreatened breach of the restrictive covenants contained in this Agreement.

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Article8:          **CERTAIN DEFINITIONS**

For purposes of this Agreement, the following terms shallhave the meanings indicated below:

"**Affiliate**" shall mean, as to any Person, any Personcontrolled by, controlling, or under common control with such Person, and, inthe case of a Person who is an individual, a member of the family of suchindividual consisting of a spouse, sibling, in-law, lineal descendant, orancestor (including by adoption), and the spouses of any such individuals.  Forpurposes of this definition, "control" (including the terms "controlling","controlled by" and "under common control with") of a Person means thepossession, directly or indirectly, alone or in concert with others, of thepower to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of securities, by contract or otherwise,and no Person shall be deemed in control of another solely by virtue of being adirector, officer or holder of voting securities of any entity.  A Person shallbe presumed to control any partnership of which such Person is a generalpartner.

"**Current Customer**" shall mean any Person who iscurrently utilizing any product or service sold or provided by the Employerthrough the facility managed by the Executive; any Person who utilized any suchproduct or service within the previous 12 months; and any Person with whom theEmployer or any of its Affiliates is currently conducting negotiationsconcerning the utilization of such products or services.

"**EmploymentPeriod**" shall mean the period during which the Executivehas an obligation to render to the Employer all or any portion of the servicesdescribed in Section 1.03 of this Agreement.  The Employment Period shall in noevent, however, extend past the Expiration Date.

"**Person**" shall have the meaning given in Section3(a)(9) of the Securities Exchange Act of 1934, as amended, as modified andused in Sections 13(d)(3) and 14(d)(2) of such act.  

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INWITNESS WHEREOF, the parties have executed and delivered this Agreement as ofthe date first written above.
 
**EMPLOYER:**
 
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**FIBER-SEAL SYSTEMS,L.P.**
 
** **
 
**By:  FSS HoldingCorp.Its:  General Partner**
 
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By: ___________________________
 
Name:                                                  
 
Title:                                                          

 
 
**HOME SOLUTIONS OFAMERICA, INC.**
 
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By: ___________________________
 
Name:                                                  
 
Title:                                                    

 
 
**EXECUTIVE:**

 
 
____________________________________
 
RickJ. O'Brien

 

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**EXHIBIT A**

 

**FORM OF STOCK OPTION AGREEMENT**

 

 

**EXHIBIT B**

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**TERMINATION CERTIFICATION**

This is to certify that the undersigned has complied withall the terms of the Employment Agreement (the "**Employment Agreement**")signed by the undersigned with Fiber-Seal Systems, L.P. and Home Solutions ofAmerica, Inc. (the "**Employer**").   It is further certified that theundersigned does not possess, nor has the undersigned failed to return to theExecutive any Confidential Information (as defined in the EmploymentAgreement).  It is further certified that the undersigned has destroyed alltangible copies and have erased any electronic, digital, or magneticrepresentations or manifestations of the foregoing.  The undersigned furtheragrees that, in compliance with the Employment Agreement, the undersigned willpreserve as confidential all Confidential Information and information of thirdparties as provided in the Employment Agreement.

Date:    ______________________

__________________________________________                                                                        Rick J. O'Brien