Exhibit 10.2**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 Jeffrey M. Mattich, theChief Financial Officer of the Company on the date hereof (“***Recipient***”), effective this the11th day of May, 2007 (the ***“Effective Date”***). Unless otherwise defined in thisAgreement, the capitalized terms herein shall have the same meaning as defined in the Company’s2001 Stock Plan (the “***Plan***”).**I. NOTICE OF RESTRICTED STOCK GRANT**     The undersigned Recipient, in consideration of Recipient’s service as Chief Financial Officerduring the period from January 10, 2006 to December 31, 2006 (the ***“Compensation Period***”) and hisperformance during such period, is hereby awarded, in satisfaction of the long term incentivecompensation award granted to Recipient for the fiscal year ended December 31, 2006, the followingshares (the “***Restricted Stock***”) of the Company’s common stock, par value $0.001 per share (“***CommonStock***”), subject to the restrictions set forth herein and in the Plan. The Restricted Stock issubject to the terms and conditions of the Plan and this Agreement. Certain information relevantto the grant of Restricted Stock to Recipient is set forth below:     Name of Recipient: Jeffrey M. Mattich     Date of Grant: May 15, 2007     Type of Security: Common Stock     Price per Share Paid by Recipient: $-0- per share     Closing Price of Common Stock on Nasdaq on Date ofGrant: $5.54 per shareTotal Number of Shares of Restricted Stock Granted: 17,148 shares     Value of Shares: $95,000 **II. TERMS APPLICABLE TO RESTRICTED STOCK**     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 an employee of the Company during the Compensation Period.
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Subject to any applicable provisions of any employment agreement between the Company and theRecipient, which shall control in the event of any conflict between such employment agreement andthis Agreement, if Recipient does not serve as an employee of the Company for the entireCompensation Period for any reason, all shares of Restricted Stock that are unvested on theeffective date of Recipient’s termination of employment with the Company shall be forfeited;provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vestedon or before the effective date of Recipient’s termination of employment with the Company. In theevent that any shares of Restricted Stock are forfeited by Recipient pursuant to the terms of thisAgreement, any employment agreement between Recipient and the Company, the Plan or otherwise, uponsuch forfeiture (i) Recipient agrees to promptly return to the Company, all stock certificate(s)evidencing the shares of Restricted Stock granted to Recipient, together with a duly executed stockpower and such other instruments of assignment and agreements as may be requested by the Company,(ii) the unvested shares of Restricted Stock shall be cancelled and returned to treasury, and thestock certificate(s) representing the unvested shares of Restricted Stock shall be cancelled (butonly with respect to unvested shares Restricted Stock), and (iii) the Company shall cause itstransfer agent to issue to Recipient, a new stock certificate representing any vested shares ofRestricted Stock to which Recipient is entitled as of the effective date of Recipient’s terminationof employment or other event resulting in the forfeiture of unvested shares of Restricted Stock.     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) together with any other appropriate legend:**THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCKREPRESENTED HEREBY ARE SUBJECT TO VESTING REQUIREMENTS ANDRESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS AND CONDITIONS OFTHAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED MAY 11, 2007,ENTERED INTO BETWEEN THE REGISTERED OWNER AND HOME SOLUTIONS OFAMERICA, INC. THE CORPORATION WILL FURNISH TO THE RECORD HOLDER OFTHIS CERTIFICATE, WITHOUT CHARGE, A COPY OF SUCH AGREEMENT UPONWRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL OR REGISTEREDOFFICE.**     3. Disposition of Shares. Recipient will not, without the prior written consent ofthe Company, directly or indirectly, offer, pledge, encumber, sell, assign, contract to sell, sellshort, sell any option or contract to purchase, purchase any option or contract to sell, grant anyoption, right or warrant for the sale of, lend or otherwise dispose of, transfer or convey(collectively, *“****Transfer****”*) any unvested shares of Restricted Stock or any rights with respectthereto. Any attempted transfer of unvested shares of Restricted Stock in violation of thisSection 3 will be null, void and of no force or effect.
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     4. Voting. Recipient shall have the right to vote the vested and unvested shares ofRestricted Stock, except as otherwise provided by the Plan.     5. Compliance with Company Procedures, Laws and Regulations. The Transfer of theRestricted Stock shall be subject to compliance by Recipient with the Company’s Insider TradingPolicy, the Company’s Code of Ethics, and all other codes and policies of the Company applicable tothe Transfer of the Restricted Stock. Further, any Transfer of the Restricted Stock shall complywith all applicable requirements of federal and state securities laws and with all applicablerequirements of any stock exchange on which the Company’s Common Stock may be listed or anynational quotations system upon which the Company’s Common Stock may be quoted at the time of suchTransfer. Recipient understands that the Company is under no obligation to register or qualify theRestricted Stock with the Securities and Exchange Commission, any state securities commission orany stock exchange to effect such compliance. Recipient agrees and consents to the entry of stoptransfer instructions with the Company’s transfer agent against the Transfer of Restricted Stock inviolation of any provision of this Agreement.     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 an employee 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 an employee at any time.     8. Acknowledgement of Plan. Recipient acknowledges receipt of a copy of the Plan andrepresents that he is familiar with the terms and provisions thereof, and hereby accepts the grantof 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.]*
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     This Agreement has been executed by the Company and Recipient this the ___day of May, 2007,effective for all purposes as of the Effective Date.      **COMPANY:**