EXHIBIT10.1**Home Solutions of America, Inc.****2001 Stock Plan****Restricted Stock Purchase Agreement**     This Restricted Stock Purchase Agreement (this “***Agreement***”) is executed between HomeSolutions of America, Inc., a Delaware corporation (the “***Company***”) and ___, a director ofthe Company (“***Recipient***”) effective as of the 26th day of July, 2006 (the ***“EffectiveDate”***). Unless otherwise defined in this Agreement, the capitalized terms herein shall have thesame meaning as defined in the Company’s 2001 Stock Plan (the “***Plan***”).**I.   NOTICE OF RESTRICTED STOCK GRANT**     The undersigned Recipient, in consideration of Recipient’s service as a director of theCompany during the period from June 1, 2006 to May 31, 2007 (the ***“Compensation Period***”), is herebyawarded the following shares (the “***Restricted Stock***”) of the Company’s common stock, par value$0.001 per share (“***Common Stock***”), subject to restrictions as set forth herein. The RestrictedStock is subject to the terms and conditions of the Plan and this Agreement. Certain informationrelevant to the grant of Restricted Stock is set forth below:     Name of Recipient:              Date of Grant: July 26, 2006       Type of Security: Common Stock       Price per Share Paid by Recipient: $-0- per share       Closing Price of Common Stock on Nasdaq on Date of Grant: $6.10 per share       Total Number of Shares of Restricted Stock Granted: 20,000 shares    **II. AGREEMENT**     1. Vesting. The Restricted Stock shall vest in accordance with the vesting scheduleattached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subjectto Recipient’s continuing service as a director of the Company during the Compensation Period. IfRecipient does not serve as a director for the entire Compensation Period for any reason, allshares of Restricted Stock that are unvested on the effective date of Recipient’s termination as adirector of the Company shall be forfeited; provided, that Recipient shall be entitled to retainall shares of Restricted Stock that are vested on or before the effective date of Recipient’stermination as a director of the Company. In the event of Recipient’s termination as a director of
1

 
the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to theCompany, the stock certificate evidencing the total number of shares of Restricted Stock granted toRecipient, together with a duly executed stock power and such other instruments of assignment andagreements as may be requested by the Company, (ii) the stock certificate representing the totalnumber of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shallcause its transfer agent to issue a new stock certificate to Recipient representing the number ofshares of Restricted Stock that were vested as of the effective date of Recipient’s termination asa director of the Company, which shall be delivered to Recipient promptly upon receipt thereof bythe Company.     2. Share Certificates. Each certificate issued in respect to the Restricted Stockshall be registered in Recipient’s name and, at the Company’s request, deposited by him, togetherwith a stock power endorsed in blank, with the Company or its authorized escrow agent, and shallbear the following legend (or a similar legend):THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCKREPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINEDIN THE RESTRICTED STOCK PURCHASE AGREEMENT EFFECTIVE AS OF JULY 26,2006 ENTERED INTO BETWEEN THE REGISTERED OWNER AND HOME SOLUTIONS OFAMERICA, INC.     3. Lock-Up. Recipient will not, without the prior written consent of the Company,directly or indirectly, offer, pledge or encumber, sell, assign, contract to sell, sell any optionor contract to purchase, purchase any option or contract to sell, grant any option, right orwarrant for the sale of, lend or otherwise dispose of or transfer (collectively, *“****Transfer****”*) anyshares of Restricted Stock whether vested or unvested, until (i) with respect to fifty percent(50%) of the shares of Restricted Stock, after December 31, 2006, and (ii) with respect to theremaining fifty percent (50%) of the shares of Restricted Stock, after December 31, 2007. Anyattempted transfer of Restricted Stock in violation of this Section 3 will be null, voidand of no force or effect.     4. Voting. Recipient shall have the right to vote the vested and unvested shares ofRestricted Stock while the Restricted Stock is subject to the provisions of Sections 3 ofthis Agreement except as otherwise provided by the Plan.     5. Compliance with Laws and Regulations. The issuance and transfer of Common Stockshall be subject to compliance by the Company and Recipient with all applicable requirements offederal and state securities laws and with all applicable requirements of any stock exchange onwhich the Company’s Common Stock may be listed or any national quotations system upon which theCompany’s Common Stock may be quoted at the time of such issuance or transfer. Recipientunderstands that the Company is under no obligation to register or qualify the Common Stock withthe Securities and Exchange Commission, any state securities commission or any stock exchange toeffect such compliance. Recipient agrees and consents to
2

 
the entry of stop transfer instructionswith the Company’s transfer agent against the Transfer of Common Stock in violation of thisAgreement.     6. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. ThePlan and this Agreement constitute the entire agreement of the parties with respect to the subjectmatter hereof, and supersede in their entirety all prior undertakings and agreements of the Companyand Recipient with respect to the subject matter hereof, and may not be modified adversely toRecipient’s interest except by a writing signed by the Company and Recipient. This Agreement isgoverned by the internal substantive laws but not the choice of law rules of the State of Delaware.Venue for all disputes arising hereunder shall be proper exclusively in Dallas County, Texas.     7. No Guarantee of Continued Service. Recipient acknowledges and agrees that thisAgreement, the transactions contemplated hereunder and the terms and conditions set forth herein donot constitute an express or implied promise of continued engagement as a director for any periodor at all, and shall not interfere in any way with Recipient’s right or the Company’s right toterminate Recipient’s service as a director at any time, with or without cause.     8. Acknowledgement of Plan. Recipient acknowledges receipt of a copy of the Plan andrepresents that he or she is familiar with the terms and provisions thereof, and hereby accepts thegrant of Restricted Stock and agrees to all of the terms and provisions thereof related thereto.Recipient has reviewed the Plan and this Agreement in their entirety, has had an opportunity toobtain the advice of counsel prior to executing this Agreement and fully understands all provisionsof this Agreement. Recipient hereby agrees to accept as binding, conclusive and final alldecisions or interpretations of the Administrator upon any questions arising under the Plan or thisAgreement.*[The remainder of this page is left blank intentionally.]*
3

 
     This Agreement has been executed by the Company and Recipient this the 26th day of July, 2006,effective for all purposes as of the Effective Date.         **COMPANY:**           **HOME SOLUTIONS OF AMERICA, INC.**           By:           Name: Rick O’Brien    Title: President and Chief Operating Officer           **RECIPIENT:**                Name:           
4

 
Exhibit AVesting Schedule     Date   No. of Shares VestingJuly 26, 2006   1,666July 31, 2006   1,666August 31, 2006   1,666September 30, 2006   1,666October 31, 2006   1,667November 30, 2006   1,667December 31, 2006   1,667January 31, 2007   1,667February 28, 2007   1,667March 31, 2007   1,667April 30, 2007   1,667May 31, 2007   1,667 TOTAL:   20,000