Exhibit 2.1**SATISFACTION OF NOTE AND AMENDMENT TO STOCK PURCHASE AGREEMENT**     This Satisfaction of Note and Amendment to Stock Purchase Agreement (this “***Amendment***”), datedas of the 14th day of August, 2007 and effective as of June 30, 2007 (the “***Effective Date***”), ismade and entered into by and among Fireline Restoration, Inc., a Florida corporation (“***Fireline***”),Brian Marshall as the sole shareholder of Fireline (the “***Shareholder***”), and Home Solutions ofAmerica, Inc., a Delaware corporation (“***Purchaser***”).**R E C I T A L S:**     A. Fireline, the Shareholder and Purchaser entered into that certain Stock Purchase Agreementdated July 31, 2006 and effective as of July 1, 2006 (the “***Purchase Agreement***”), pursuant to whichPurchaser acquired all of the capital stock of Fireline (the “***Fireline Shares***”); subject to theterms and conditions of the Purchase Agreement.     B. In partial consideration for the Fireline Shares, Purchaser issued to the Shareholder, thatcertain Promissory Note in the principal amount of U.S. Twenty-One Million Six Hundred FiftyThousand and NO/100 Dollars ($21,650,000.00) (the “***Note***”).     C. Pursuant to Section 4.13 of the Purchase Agreement, the Shareholder and Firelinemade certain representations and warranties with respect to the collection of approximately $27million in accounts receivable of Fireline existing on June 30, 2006, including, withoutlimitation, with respect to the collection of approximately $19 million in certain accountsreceivable that are in receivership with the Florida Insurance Guaranty Association (“***FIGA***”) andapproximately $8 million in additional accounts receivable.     D. As of the Effective Date, the accounts receivable that are in receivership with FIGA areequal to approximately $42 million (the “***FIGA Receivables***”).     E. The parties now desire that: (i) in full and final satisfaction of the Note and allindebtedness evidenced thereby, including all outstanding principal and all unpaid accrued interestthrough the Effective Date, the Shareholder shall receive the right to receive a portion of theproceeds from the collected FIGA Receivables, as further set forth herein; and (ii) the Note,having been satisfied and paid in full, shall be cancelled.     F. By this Amendment, Fireline, the Shareholder and Purchase desire to amend the PurchaseAgreement and to provide for the Note to be satisfied in full, pursuant to the terms and conditionsset forth herein.**A G R E E M E N T:**      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree as follows:
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     1. Definitions. Capitalized terms not defined in this Amendment shall have themeanings given to such terms in the Purchase Agreement.     2. Effective Date of Amendment. This Amendment and its terms and conditions areeffective for accounting and tax purposes as of the Effective Date.     3. Escrow. All proceeds of the FIGA Receivable shall be deposited into escrow with aparty or third party mutually acceptable to the parties (the “***Escrow Agent***”) pursuant to an escrowagreement executed by the Escrow Agent, Purchaser, Fireline and the Shareholder (the “***EscrowAgreement***”), which shall provide that the Escrow Agent shall collect the FIGA Receivables anddistribute the proceeds therefrom pursuant to the order of payment set forth in Section 4below.     4. Collections; Proceeds. The proceeds of the collected FIGA Receivables shall bedisbursed by the Escrow Agent as follows:     (a) First, to pay all outstanding costs of collection with respect to the FIGAReceivables;     (b) with respect to the next $9,000,000 collected, 100% to Fireline;     (c) with respect to the next $21,650,000 collected, 100% to the Shareholder;     (d) with respect to all proceeds collected from the FIGA Receivables over and above theproceeds distributed pursuant to the foregoing clauses (a), (b) and (c) of this Section4, 100% to Fireline.     5. Audit Rights. The Purchaser shall conduct an audit in good faith of thecollections of the FIGA Receivables and the Fireline accounts receivable prior to the distributionof proceeds from escrow. The Escrow Agreement shall provide that the Escrow Agent is not entitledto release any proceeds from the collected FIGA Receivables unless and until such audit has beencompleted to the satisfaction of Purchaser and Purchaser has determined that no materialadjustments are necessary.     6. No Interest. No party hereto is entitled to receive any interest from any otherparty hereto with respect to the FIGA Receivables.     7. Ownership of and Rights to Accounts Receivable. Fireline and/or Purchaser shallretain ownership of, and all rights with respect to, all accounts receivable of Fireline other thanthe Shareholder’s right to receive a portion of the proceeds of the collected FIGA Receivablespursuant to and in accordance with the provisions of this Amendment.     8. Vista/DelMar Receivables. Section 7.16 of the Purchase Agreement is herebydeleted in its entirety.
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     9. Indemnity of Accounts Receivable. Purchaser hereby waives its indemnity rightunder Section 10.02 of the Purchase Agreement solely as such right relates to Shareholder’sobligation under such Section to indemnify Purchaser for any breach of Section 4.13 of thePurchase Agreement. Notwithstanding the foregoing sentence and anything else to the contrarycontained herein, subject to Section 7 of this Amendment, all other indemnity rights ofPurchaser under Section 10.02 of the Purchase Agreement or otherwise remain in full forceand effect and are not effected by this Amendment.     10. Indemnity Amendment. The last sentence of Section 10.02 of the PurchaseAgreement is hereby deleted in its entirety and modified, replaced and superseded with thefollowing sentences:“Notwithstanding the foregoing, in no event except as specifically set forth below shallPurchaser claim an aggregate amount of losses otherwise subject to indemnification againstShareholder which exceeds the 200,000 Escrow Shares which remain subject to escrow after theEffective Date; provided, however that any indemnity claim by Purchaser for (i) any breachof any representation, warranty, covenant, obligation or agreement of Fireline orShareholder contained in Sections 4.03, 4.26 or 4.30 of the PurchaseAgreement or the first sentence of Section 4.06 of the Purchase Agreement, or (ii)any claim by a current or former employee relating to acts or omissions arising on or beforeJune 30, 2006, shall be unlimited in amount. Amounts payable to Shareholder hereunder may beoffset by Purchaser with amounts owed to Purchaser pursuant to this Section 10.02.”     11. Indemnity of Liens. The Shareholder represents and warrants that the FIGAReceivables are free and clear of all liens (statutory or other) of any kind or nature whatsoever(“***FIGA Liens***”). The Shareholder hereby agrees to indemnify, defend and hold Purchaser and Firelineharmless from and against, and reimburse Purchaser and Fireline for, any and all claims, losses,liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’fees) that may be incurred by Purchaser and/or Fireline arising from or relating to any such FIGALiens.     12. Obligation of Purchaser and Fireline. The obligation of Purchaser and Fireline toconsummate the transactions contemplated by this Amendment shall be subject to the fulfillment, ator prior to the Effective Date, of the following conditions:     (a) The Shareholder shall have delivered to Purchaser and Fireline, a duly executedoriginal of this Amendment.     (b) The Shareholder shall have conspicuously marked the first page of the original Notewith the following legend and shall have executed the legend to attest to the cancellationof the Note:ALL INDEBTEDNESS EVIDENCED BY, THIS NOTE, INCLUDING PRINCIPAL AND INTEREST, HAS BEEN PAID INFULL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN AMENDMENT TO STOCK
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PURCHASE AGREEMENT AND NOTE DATED AS OF AUGUST ___, 2007, AND IN ACCORDANCE WITH SUCHAMENDMENT, THIS NOTE IS HEREBY CANCELLED.     Signed:           /s/ Brian Marshall