Exhibit 10.1



















Execution Copy




EXECUTIVE
EMPLOYMENT AGREEMENT




This Executive
Employment Agreement (this "Agreement") is made and entered into
as of October 26, 2006 (the "Effective Date"), by and among Home
Solutions Restoration of Louisiana, Inc., a Louisiana corporation (the "Employer"),
Home Solutions of America, Inc., a Delaware corporation and the parent company
of the Employer ("HSOA"), and Stephen Scott Sewell, an individual
resident of the State of Louisiana (the "Executive").




WITNESSETH




WHEREAS, the
Employer, HSOA and the Executive, among others, are parties to that certain
Agreement and Plan of Merger dated as of the Effective Date (the "Merger
Agreement") pursuant to which Associated Contractors II, LLC, a
Louisiana limited liability company ("Associated") shall be
merged with and into the Employer, with the Employer being the surviving
corporation;




            WHEREAS, the
Employer is a wholly-owned subsidiary of HSOA;




WHEREAS,
the Executive is employed by Associated and has certain skills, experience, and
abilities that are expected to be valuable 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 a
full-time employee in the officer position of Chairman of the Board of the Employer,
and the Executive desires to work for and be employed by Employer in such
position; and




WHEREAS, the
Employer and the Executive desire to set forth the terms and conditions
pursuant to which the Executive will be employed by the Employer.




AGREEMENT




NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties to this Agreement agree as follows:




Section 1:         EMPLOYMENT
TERM AND DUTIES




1.01     Employment. 
The Employer hereby employs the Executive, and the Executive hereby accepts
employment by the Employer, upon the terms and conditions set forth in this
Agreement.




1
























1.02     Term. 
Unless earlier terminated as herein provided, the Executive's employment with
the Employer pursuant to this Agreement shall commence on the Effective Date
and shall end sixty (60) months thereafter (the "Term").




1.03     Duties
and Services.  The Executive will be a director of the Employer and will be
employed as the Chairman of the Board of Employer, which is the senior
executive office of the Employer with complete administrative authority over
the Employer's business, and will have such duties and perform such services as
are customary with such position.  The Executive will report solely to the
board of directors of the Employer and the Chief Executive Officer of HSOA, and
all officers and employees of the Employer will report (directly or indirectly)
to the Executive.  The Executive will devote 90% of his business time,
attention, skill, and energy exclusively to the business of the Employer.  The
Executive will comply with all applicable Employer policies and procedures as
well as with all applicable laws in performing his duties for the Employer. 
The Executive will be available to travel on Employer business as the needs of
the Employer may reasonably require.




Section 2:         COMPENSATION




2.01     Salary. Subject to the provisions of Section 4 of
this Agreement that relate to compensation of the Executive following the
termination of the Employment Period (as defined in Section 8 of this
Agreement), for the Employer's fiscal years 2006 and 2007, the Executive will
be paid an annual base salary of $156,000.00 (such amount, as it may be
increased from time to time, is hereinafter referred to as "Salary"). 
The Employer shall withhold from each installment of the Salary, all applicable
federal, state, and local income and other payroll taxes.  For the Employer's
fiscal years after 2007, the Board of Directors of the Employer will consider
annually whether to increase the Salary of the Executive.  In no event will the
Executive's Salary be decreased.




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
participate in such pension, bonus, health insurance, disability income
insurance, and other employee benefit plans of the Employer (collectively, "Benefits")
that may be in effect from time to time to the extent the Executive and his
dependents are eligible for participation under the terms of such plans.  




2.03     Bonus.  The Executive will be entitled to allocate a
bonus among all employees of Employer, including himself, in an aggregate
amount of five percent (5%) of Employer's earnings before interest, taxes, depreciation
and amortization in any given year ending December 31, which shall be
payable by March 31 of the following year.  




2.04     Business
Expenses.  The Executive shall be entitled to
receive reimbursement for all reasonable travel and business expenses in
connection with services performed by the Executive hereunder, in accordance
with the established policies of the Employer with respect to expense
reimbursement.  As a condition of receiving such reimbursement, the Executive
shall account for such expenses to the extent necessary to substantiate the
Employer's Federal income tax deductions for such expenses under the Code (as defined in Section 8 of this Agreement).




2
























2.05     Board Compensation.  Section 7.03 of
the Merger Agreement provides that the Executive shall be appointed as a member
of the Board of Directors of HSOA to serve in such position for the remainder
of the current term.  For all periods when the Executive serves on the Board of
Directors of HSOA, the Executive shall be entitled to receive the same
compensation as the other non-independent members of the Board of Directors of
HSOA receive for their services as non-independent members of the Board of
Directors of HSOA.  The Executive shall not receive any additional compensation
for serving as a member of the Board of Directors of the Employer, other than
the Salary referenced in Section 2.01 of this Agreement.




Section 3:         FACILITIES 




The Executive will be entitled to use the
office space, equipment, supplies, and such other facilities, property, and
personnel as are currently being provided by the Employer for such purposes to
perform his duties under this Agreement.  




Section 4:         TERMINATION




4.01     Termination of Employment Period.




(a)        Death of the Executive.  The
Employment Period shall terminate immediately and automatically upon the death
of the Executive.




(b)        Termination by the Employer.  The
Employer may terminate the Employment Period (i) immediately upon the delivery
of a Notice of Termination (as defined in Section 4.01(d) of this
Agreement) by the Employer to the Executive setting forth the facts that
indicate that a determination has been made that the Executive has a Disability
in accordance with Section 4.02 of this Agreement; (ii) immediately upon
delivery of a Notice of Termination by the Employer to the Executive setting
forth the facts that indicate that an event constituting Cause (as defined in Section
4.03 of this Agreement) has occurred, or on such later date as may be set
forth in such Notice of Termination; or (iii) at any time without Cause
effective as of the 30th day following the delivery of a Notice of
Termination by the Employer to the Executive, or on such later date as may be
set forth in such Notice of Termination.




(c)        Termination by the Executive.  The
Executive may terminate the Employment Period (i) immediately upon delivery of
a Notice of Termination by the Executive to the Employer setting forth facts
that indicate that an event constituting Good Reason (as defined in Section
4.04 of this Agreement) has occurred within the thirty (30) days
immediately prior to the date of delivery of such Notice of Termination, or
(ii) at any time without Good Reason effective as of the 30th day
following the delivery of a Notice of Termination by the Executive to the
Employer, or on such later date as may be set forth in such Notice of
Termination.




3
























                        (d)        Notice
of Termination.  For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice (delivered in accordance with Section
7.06) that indicates the specific termination provision in this Agreement
upon which the person intending to terminate the Employment Period is relying
and sets forth in reasonable detail the facts and circumstances that provide a
basis for termination of the Employment Period under such termination
provision. 




                        (e)        Resignation
from the Board of Directors.  Upon the termination of the Employment Period
for any reason, if the Executive still serves as a member of the Board of
Directors of HSOA and/or a member of the Board of Directors of the Employer at
such time, then the Executive shall tender his resignation as a board member of
the Board of Directors of HSOA and the Board of Directors of the Employer,
unless otherwise agreed by HSOA and the Employer. 




4.02     Definition of "Disability."  For purposes
of this Agreement, the Executive will be deemed to have a "Disability"
under any of the following conditions: (a) the Executive is unable to render
and perform substantially and continuously the Executive's duties and services
as required by this Agreement by reason of any medically determinable physical
or mental condition that is expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, (b) the
Executive is determined to be disabled in accordance with a disability income
insurance program sponsored by the Employer, provided the definition of
disability applied under such program complies with the requirements of Section
409A of the Code (as defined in Section 8 of this Agreement), or (c) the
Executive is determined to be totally disabled by the Social Security
Administration.  Upon the request of either party hereto following written
notice to the other, the Disability of the Executive in accordance with part
(a) of the preceding sentence will be determined by a medical doctor (the "Examining
Doctor") who shall be selected as follows: the Employer and the
Executive shall each select a medical doctor, and those two medical doctors
will select a third medical doctor who will be the Examining Doctor.  The
determination of the Examining Doctor as to whether or not the Executive has a
Disability will be binding on all parties hereto.  For purposes of determining
whether a Disability exists, the Executive must submit to a reasonable number
of examinations by the Examining Doctor, and the Executive hereby authorizes
the disclosure and release to the Employer of such determination and the
results of such examinations; provided, however, if the Executive is not
legally competent, the Executive's legal guardian or duly authorized
attorney-in-fact will act in the Executive's stead under this Section 4.02
for the purposes of submitting the Executive to examinations and providing any
such authorizations of disclosure.




4
























4.03     Definition of "Cause."  For purposes of
this Agreement, "Cause" shall mean: (a) the Executive's material
and persistent failure to perform his duties and services in accordance with
this Agreement, unless such failure is due to the Executive's Disability, or
the Executive's material violation of this Agreement or any material inaccuracy
of any representation or warranty of the Executive contained herein, unless, for
any such failure, violation, or inaccuracy that is capable of being cured, the
Executive cures such failure, violation, or inaccuracy within ten (10) days of
the Employer providing written notice to the Executive of such failure,
violation, or inaccuracy; (b) the appropriation by Executive of a material
business opportunity of the Employer that is not waived in writing or renounced
in writing by the Employer, including, but not limited to, attempting to secure
or securing any personal profit in connection with any transaction entered into
on behalf of the Employer (but excluding Permitted Activities, as such term is
defined in Section 6.04 of this Agreement); (c) the theft or
embezzlement by the Executive of any material real or personal property,
tangible or intangible, of the Employer or any of its Affiliates (as defined in
Section 8 of this Agreement); (d) the commission of an act of fraud by
the Executive upon, or willful misconduct toward, the Employer or any of its
Affiliates or any of their customers; or (e) the conviction of, the indictment
for (or its procedural equivalent), or the entering of a guilty plea or plea of
no contest by the Executive with respect to, a felony, the equivalent thereof,
or any other crime with respect to which imprisonment is a possible punishment
involving moral turpitude.  Whether "Cause" exists and whether Executive has
cured any violation of this Agreement shall be determined pursuant to the
procedures set forth in Section 7.14 of this Agreement.  




4.04     Definition of "Good Reason."  For the
purposes of this Agreement, the phrase "Good Reason" means (i)
the Employer's material breach of this Agreement and the Employer's failure to
remedy such breach within ten (10) days following the delivery of written
notice of such breach by the Executive to the Employer; (ii) the assignment by
the Employer to the Executive, without the prior written consent of the
Executive, of responsibilities or duties that are substantially different from
the duties set forth in Section 1.03 of this Agreement; (iii) the
relocation of the Executive from Louisiana, or (iv) the demotion of the
Executive (whether in name or fact) in rank, title or duties.




4.05     Effect of Termination of Employment Period;
Post-Termination Benefits.  Upon the termination of the Employment Period
in accordance with Section 4.01 of this Agreement, the Executive's
obligation to render to the Employer the services described in Section 1.03
of this Agreement shall cease and the Employer shall pay the Executive or, in
the event of his death while amounts remain payable hereunder, his Designated
Beneficiary (as defined in this Section 4.05), if at all, as follows:




                       (a)        Termination
by 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
to receive solely that portion of his Salary, payable in accordance with the
Employer's normal payroll practices, and any Benefits accrued by the Executive
as of the effective date of the termination of the Employment Period.  The
Executive shall not receive, and shall not be entitled to receive, any Salary
or Benefits thereafter, except as otherwise required in accordance with federal
or state law or the terms of the plans governing the benefits provided
hereunder.




5
























                       (b)        Termination
by the Employer without Cause or by the Executive with Good Reason.  If the
Employment Period is terminated in accordance with Section 4.01(b)(iii)
or Section 4.01(c)(i) of this Agreement, the Executive will be entitled
to receive twelve (12) months of Salary and bonus (as referenced in Section
2.03) following the termination of the Employment Period.  In addition, the
Executive will be entitled to receive coverage under the group health plan
sponsored by the Employer, if any, to the same extent as provided on the date
of the termination of the Employment Period, during the twelve (12) month
period following the termination of the Employment Period.  The cost of
coverage under the Employer's group health plan will be payable solely by the
Employer in monthly installments commencing on the first day of the calendar
month immediately following the date on which the Employment Period is
terminated.  Except to the extent otherwise permitted under Code Section 409A
and agreed upon by the Executive and the Employer, the Salary to which the
Executive is entitled under this Section 4.05(b) shall be payable by the
Employer in equal monthly installments on the first day of each calendar month
following the date on which the Employment Period is terminated; provided,
however, that the first installment shall not be made earlier than the date
which is fifteen (15) days following the date on which the Employment Period is
terminated or, if the Executive is a "specified employee" as defined under Code
Section 409A (or any successor provision thereto), the first day of the seventh
calendar month following the date on which the Employment Period is terminated,
or if earlier, the date of the Executive's death (the "Initial Payment
Date").  The Salary to which the Executive would otherwise have been
entitled to receive under this Section 4.05(b) on or before the Initial
Payment Date shall be accumulated by the Employer and paid to the Executive in
a single lump sum payment on the Initial Payment Date.

                        (c)        Termination
upon Death or Disability.  If the Employment Period is terminated in
accordance with Section 4.01(a) or Section 4.01(b)(i), the
Employer will pay to the disabled Executive or to the Executive's Designated
Beneficiary (as defined in this Section 4.05(c)), as the case may be,
Salary that would have been payable during the Employment Period until the
earlier of (i) the end of the Term, or (ii) the 90th day following
the date of the Executive's death or the date of the determination that the
Executive has a Disability, whichever is applicable.  In addition, the
Executive, if he is determined to have a Disability, will be entitled to
receive coverage under the group health plan sponsored by the Employer, if any,
to the same extent as provided on the date of the
determination that the Executive has a Disability until the earlier of (i) the end of the Term, or (ii) the
90th day following the date of the determination that the Executive
has a Disability and, if the Employer has maintained the disability income
insurance, the benefits to which the Executive is entitled thereunder, if any.  In addition, if the Executive's dependents elect to
continue health coverage through a group health plan sponsored or maintained by
the Employer under the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"), the Employer will reimburse the Executive's estate for
the COBRA premiums for coverage for the Executive's dependents for coverage
during the twelve (12) months following the date of the Executive's death,
except that the Employer's obligations in this sentence will expire upon the
Executive's dependents becoming eligible for comparable coverage under another
employer's health benefits plan or policy.  The cost of
coverage under the Employer's group health plan will be payable solely
by the Employer.  Notwithstanding the preceding
sentences of this Section 4.05(c), in the event the Employer has not
maintained such disability income insurance, then the Employer shall continue
to pay Salary and the cost of group health plan coverage for the remainder of
the Term.  Amounts to which the Executive or the Executive's Designated
Beneficiary are entitled to receive hereunder shall be payable in monthly
installments on the first day of each calendar month; provided, that the first
installment shall not be made earlier than the later of (i) first day of the
calendar month immediately following the date on
which the Employment Period is terminated or (ii) the date which is
fifteen (15) days following the date on which the
Employment Period is terminated and, provided further, that,
notwithstanding any provision herein to the  contrary, benefits to which the
Executive is entitled to receive under the disability income insurance
maintained by the Employer, if any, shall be payable in accordance with the
terms of such program. Except to the extent otherwise
provided in this Section 4.05(c), the Executive or the Executive's
Designated Beneficiary shall have no right to receive, and the Employer shall
have no further obligation to pay to the Executive, further monthly
installments of Salary or Benefits.  For the purposes of this Agreement, the
Executive's "Designated Beneficiary" means such individual
beneficiary or trust, located at such address as the Executive 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 a beneficiary, the Executive's
estate; provided, however, that, notwithstanding the preceding sentence, the
Employer shall have no duty under any circumstances to attempt to open an
estate on behalf of the Executive, to determine whether any beneficiary
designated by the Executive is alive, to determine the existence of any trust,
to determine whether any person or entity purporting to act as the Executive's
personal representative (or the trustee of a trust established by the
Executive) is duly authorized to act in that capacity, or to locate or attempt to
locate any beneficiary, personal representative, or trustee. 




6
























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




(e)        Release.  No amount shall be payable to
the Executive under Section 4.05(b) or (c) following the
termination of the Employment Period unless the Executive (or the Executive's
Designated Beneficiary in the event of termination of this Agreement due to the
Executive's death) signs and delivers to the Employer, within fifteen (15) days
after the termination of the Employment Period, a release and waiver of claims in
the form attached hereto as Exhibit "A". 




Section
5:         CONFIDENTIAL INFORMATION

5.01     Confidential Information Defined.  For the
purposes of Section 5, the phrase "Confidential Information"
means any and all of the following: trade secrets concerning the business and
affairs of the Employer, HSOA, and their direct or indirect subsidiaries and
other Affiliates (collectively, the "Employer Group"), product
specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
current, and planned research and 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 object code, machine code, and source code), computer
software and database technologies, systems, structures, and architecture (and
related formulae, compositions, processes, improvements, devices, know-how,
inventions, discoveries, concepts, ideas, designs, and methods); information
concerning the business and affairs of any member of the Employer Group (which
includes historical financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training techniques and materials,
however documented); and notes, analysis, compilations, studies, summaries, and
other material prepared by or for any member of the Employer Group containing
or based, in whole or in part, on any information included in the foregoing. 
Notwithstanding the foregoing, Confidential Information shall not include any
information that the Executive demonstrates was or became generally available
to the public other than as a result of a disclosure of such information by the
Executive or any other person under a duty to keep such information
confidential.  




7
























5.02     Executive's Access to the Confidential
Information.  Immediately upon the Executive's execution of this Agreement
and continuing throughout his employment with the Employer, the Employer shall
provide the Executive with access to Confidential Information that Executive
had not previously received.  The Executive acknowledges:  (a) that the
Employer has devoted substantial time, effort, and resources to develop and
compile the Confidential Information; (b) public disclosure of such
Confidential Information would have an adverse effect on the Employer and its
business; (c) the Employer would not disclose such information to the
Executive, nor employ or continue to employ the Executive without the
agreements and covenants set forth in Section 5; and (d) the provisions
of Section 5 are reasonable and necessary to prevent the improper use or
disclosure of Confidential Information.




5.03     Executive's Nondisclosure Duties Regarding the
Confidential Information.  The Executive agrees to use his best efforts to
preserve and protect the Confidential Information to the greatest degree
possible and therefore agrees as follows:




(a)        Nondisclosure Commitment.  The Executive
will hold in strictest confidence the Confidential Information and will not
disclose it to any Person (as defined in Section 8 of this Agreement)
except with the specific prior written consent of the Employer or as may be
required by court order, law, government agencies with which the Employer deals
in the ordinary course of its business, or except to the extent such disclosure
is necessary for Executive to perform his duties under this Agreement.  Any
trade secrets of the Employer will be entitled to all of the protections and
benefits afforded under applicable laws.  If any information that the Employer
deems to be a trade secret is ruled by a court of competent jurisdiction not to
be a trade secret, such information will, nevertheless, be considered
Confidential Information for purposes of this Agreement.  The Executive hereby
waives any requirement that the Employer submit proof of the economic value of
any trade secret or post a bond or other security.  The Executive will not
remove from the premises or record (regardless of the media) of any member of
the Employer Group any Confidential Information of any member of the Employer
Group, except to the extent such removal or recording is necessary for the
Executive to perform his duties.  The Executive acknowledges and agrees that
all Confidential Information, and physical embodiments thereof, whether or not
developed by the Executive, is the exclusive property of a member or members of
the Employer Group, as the case may be.




8
























(b)        Third Party Information.  The Executive
recognizes that the members of the Employer Group have received and in the
future will receive from third parties their confidential or proprietary
information subject to a duty on their parts to maintain the confidentiality of
such information and to use it only for certain limited purposes.  The
Executive agrees that he owes the members of the Employer Group, and such third
parties, during the Employment Period and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to
disclose it to any Person (except as necessary in carrying out his duties for
the Employer consistent with the Employer's agreement with such third party) or
to use it for the benefit of anyone other than for the Employer or such third
party (consistent with the Employer's agreement with such third party) without
the express written authorization of the appropriate member or members of the
Employer Group, as the case may be.




(c)        Returning Employer Documents.  The
Executive 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 or
deliver 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, or
reproductions of any of the aforementioned items or any property belonging to a
member or members of the Employer Group, and their respective successors or
assigns, regardless of whether such items are represented in tangible,
electronic, digital, magnetic or any other media.  In the event of the
termination of the Employment Period, the Executive agrees to sign and deliver
the "Termination Certification" attached hereto as Exhibit "B".




5.04     Disputes or Controversies.  The Executive
recognizes that should a dispute or controversy arising from or relating to
this Agreement be submitted for adjudication to any court or other third party,
the preservation of the secrecy of Confidential Information may be
jeopardized.  All pleadings, documents, testimony, and records relating to any
such adjudication will be maintained in secrecy and will be available for
inspection by the Employer, the Executive, and their respective attorneys and experts,
who will agree, in advance and in writing, to receive, use, and maintain all
such Confidential Information in secrecy, except as may be agreed by them in
writing.




5.05     Time
Period of Restrictions.  The terms and conditions of Section 5 shall
apply during the Restricted Period, unless sooner terminated in accordance with
the terms of Section 4.05(b) of this Agreement.




Section
6:         RESTRICTIONS DURING AND AFTER EMPLOYMENT




6.01     Restrictive Covenants.  The Executive agrees that the Employer's commitment described in Section
5.02 to provide its Confidential Information to him gives rise to the
Employer's interest in restraining Executive from competing against it and that
the restrictions in this Section are designed to enforce Executive's promise in
Section 5.03 not to disclose or use Confidential Information belonging
to the Employer Group, except in the performance of Executive's duties for the
Employer.  The Executive agrees that the restrictions in this Section are
reasonable and do not impose a greater restraint than is necessary to protect
the goodwill or other business interests of the Employer Group.  For these
reasons, the Executive agrees to the following: 




9
























(a)        Noncompete.  Except as set forth in Section
6.04, or otherwise pursuant to Employer's prior written consent with
respect to a particular job or work order for which Employer has determined not
to accept or perform, the Executive will not, (i) at any location during the
Employment Period, or (ii) in the Market Area (defined below) during the Restricted
Period, directly or indirectly, on behalf of himself
or any other person or entity, carry on,
engage in, invest in, be interested in, own, manage, operate, finance, control,
be employed by, associated with, or in any manner connected with, lend the
Executive's name or any similar name to, or lend the Executive's credit to, any
business that is the same as or similar to the Business of the Employer and the
other members of the Employer Group.  For purposes of
this Agreement, the "Business" of the Employer and the other
members of the Employer Group is providing recovery, restoration,
rebuilding/remodeling, and other specialty interior services to residential and
commercial properties.  




(b)        Solicitation of Customers.  Except as set
forth in Section 6.04, during the Restricted Period, the Executive will
not, directly or indirectly, on behalf of himself or any other person or
entity, solicit a Current Customer (as defined in Section 8 of this
Agreement) in the Market Area, for the purpose of conducting business
that is the same as or similar to the Business of the Employer or the other
members of the Employer Group.




(c)        Solicitation of Employees.  During the
Restricted Period, the Executive will not, directly or indirectly, on behalf of
himself or any other Person, employ any current employee of any member of the
Employer Group or any individual who was an employee of any member of the
Employer Group at any time during the Term, and will not solicit, or contact in
any manner that could reasonably be construed as a solicitation, any employee
of any member of the Employer Group for the purpose of encouraging such
employee to leave or terminate his or her employment with any member of the
Employer Group.




(d)        Solicitation of Vendors.  During the
Restricted Period, the Executive will not, either directly or indirectly, on
behalf of himself or any other Person, solicit a current vendor or supplier of
any member of the Employer Group for purposes of encouraging such vendor or
supplier to cease or diminish providing products or services to any member of
the Employer Group, or to change adversely the terms under which such vendor or
supplier provides such products or services to any member of the Employer
Group.




(e)        Non-interference.  During the Restricted
Period, the Executive will not, directly or indirectly, interfere with the
Employer's relationship with any Person who at the relevant time is an
employee, contractor, supplier, or customer of any member of the Employer
Group.  Following the termination of the Employment Period, the Executive will
not, either directly or indirectly, access the computer systems of any member
of the Employer Group, download files or any other information from the
computer systems of any member of the Employer Group or in any way interfere,
disrupt, modify or change any computer program used by any member of the
Employer Group or any data stored on the computer systems of any member of the
Employer Group.




(f)         Restricted Period.  For
purposes of this Section 6.01, the term "Restricted Period"
means the period commencing with the Effective Date and terminating one (1)
year after the termination of the Employment Period.


(g)        Market Area.  For purposes of this Section
6.01, the term "Market Area" means all parishes and
municipalities in which the Employer or any member of the Employer Group
carries on its Business, including, but not limited to, the following:  the
Louisiana parishes of St. Tammany, Orleans, Jefferson, Plaquemines, St. Bernard,
St. Charles, and Lafourche, and the Mississippi counties of Harrison and
Hancock. 


10


























6.02     Scope.  The Executive acknowledges and
agrees that the geographic area, length and scope of the restrictions contained
in Section 6.01 are reasonable and necessary to protect the legitimate
business interests of the Employer Group.  The duration of the agreements
contained in Section 6.01 shall be extended for the amount of any time
of any violation thereof and the time, if greater, necessary to enforce such
provisions or obtain any relief or damages for such violation through the court
system.  The Employer may, at any time on written notice approved by its Board
of Directors, reduce the geographic area, length or scope of any restrictions
contained in Section 6.01 and, thereafter, the Executive shall comply
with the restriction as so reduced, subject to subsequent reductions.  If any
covenant in Section 6.01 of this Agreement is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as an arbitrator or a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not
against public policy, will be effective, binding, and enforceable against the
Executive.  In the event of termination of the Executive's employment with the
Employer for any reason, the Executive consents to the Employer communicating
with the Executive's new employer, any entity in the Business or through or in
connection with which the Executive is restricted hereunder, or any other party
about the restrictions and obligations imposed on the Executive under this
Agreement.




6.03     Required
Notice.  Executive agrees that during the one (1) year period following the
Restricted Period, prior to beginning any new employment during such one (1)
year period, he will provide the Employer with prior written notice regarding
his new employment.  The notice will identify the Executive's new employer,
describe the duties the Executive will perform for the new employer, and
provide verification that the Executive has informed his new employer of his
confidentiality and other obligations under this Agreement.




6.04     Permitted
Activities.  Notwithstanding any other provision of this Agreement to the
contrary, the Executive shall be permitted to engage in the following
activities without any violation of Section 6.01(a) or Section
6.01(b), which activities are deemed not to compete with the Business:  the
surety bonding business; emergency temporary home management; oil and gas
consulting; real estate development work in which the Executive (or a company
owned or controlled by the Executive) is a principal owner of the real property
being developed; and any other business enterprise not in competition with the
Business as to which the Executive has received the prior approval of the Board
of Directors of HSOA (or any committee thereof that has been delegated the
responsibility of reviewing the matter).




Section
7:         GENERAL PROVISIONS




7.01     Injunctive Relief and Additional Remedy. 
The Executive acknowledges that the injury that would be suffered by the
Employer as a result of a breach of the provisions of Sections 5 or 6
hereof might be irreparable and that an award of monetary damages to the
Employer for such a breach would be an inadequate remedy.  Consequently, the
Employer will have the right, in addition to any other rights it may have, to
obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce the provisions of Sections 5 and 6
hereof.


11


























7.02     Covenants of Sections 5 and 6 are Essential and
Independent Covenants.  The covenants by the Executive in Sections 5
and 6 are essential elements of this Agreement, and without the
Executive's agreement to comply with such covenants, the Employer would not
have entered into this Agreement or employed or continued the employment of the
Executive.  The Employer and the Executive have independently consulted their
respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to the
nature of the business conducted by the Employer. 




7.03     Representations and Warranties by the Executive. 
The Executive represents and warrants to the Employer that (a) the Executive
has 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 hereunder will 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 constitute a default under, any agreement to which the
Executive is a party or by which the Executive is or may be bound.




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




7.05     Binding Effect; Delegation of Duties Prohibited. 
This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred.  The covenants of the Executive under this Agreement, being
personal, may not be delegated.




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




	
		If to the Employer:
	



Home Solutions Restoration of
Louisiana, Inc.


		
	 	

Attn: 
Chief Executive Officer


		
	 	

1500  Dragon Street, Suite B


		
	 	

Dallas, Texas 75207


		
	 	

Facsimile:
(214) 333-9435




		





12
























            

	If to HSOA: 	










Home
Solutions of America, Inc.


		
	 	

Attention: 
Chief Executive Officer


		
	 	

1500
Dragon Street Suite B


		
	 	

Dallas, TX 75207


		
	 	

Facsimile:
(214) 333-9435


		
	 	 
	With a copy to: 	

Hallett & Perrin, P.C.


		
	 	

Attn: 
Melissa Youngblood, Esq.


		
	 	

2001 Bryan Street, Suite 3900


		
	 	

Dallas, TX 75201


		
	 	

Facsimile:
(214) 922-4170




		
	 	 
	If to the Executive:	



Stephen Scott Sewell


		
	 	

85 South Wren Street


		
	 	

New Orleans, Louisiana 70124


		
	 	

Facsimile:
(504) 593-9599


		



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




7.08     GOVERNING LAW; VENUE.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT GIVING 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 AGREEMENT AND PLAN AND AGREEMENT OF MERGER BY AND AMONG HSOA, THE
EMPLOYER AND EXECUTIVE DATED AS OF THE EFFECTIVE DATE.




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




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




13
























7.11     Counterparts.  This Agreement may be
executed in one or more counterparts, including by facsimile signature, each of
which 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 obligations
of the Employer and the Executive under this Agreement which by their nature
may require either partial or total performance after the expiration of the
Term shall survive such expiration.




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




7.14     Arbitration. 
The parties shall use their respective best efforts to settle amicably any
disputes, differences or controversies arising among the parties out of or in
connection with this Agreement. However, if not so settled, any controversy or
claim arising out of or in connection with this Agreement, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association (the "AAA"), and judgment rendered by the arbitrator
may be entered in any court having jurisdiction thereover; provided, however,
that nothing in this Section 7.14 shall be construed as to deny the
Employer the right and power to seek and obtain injunctive relief in a court of
competent jurisdiction for any breach or threatened breach by Executive of the
covenants in Sections 5 and 6 of this Agreement.  The arbitration
shall be conducted in Houston, Texas unless otherwise agreed by the parties
thereto and shall be conducted before a panel of three (3) arbitrators in
accordance with the Commercial Arbitration Rules of the AAA.  A party hereto
shall initiate arbitration by sending written notice of its intention to
arbitrate to the other parties and to the AAA office located in Houston, Texas.  Such written notice will contain a description of the dispute and the
remedy sought.  The Executive, on the one side, and the Employer, on the other,
shall appoint one arbitrator of such party's choosing, and the parties shall
mutually agree on the third arbitrator.  In the event that the parties have not
mutually agreed on the third arbitrator within thirty (30) days after the
demand for arbitration is filed, the third arbitrator shall be appointed in the
manner provided by the Commercial Arbitration Rules of the AAA.  The decision
of the arbitrators will be final and binding on the parties hereto and their
successors and assignees.  Where consistent with applicable law, the
arbitrators shall have the authority to order the non-prevailing party to pay
the prevailing party's attorney's fees and all costs of the arbitration.  The
parties will participate in good faith in a non-binding mediation of their
dispute at least sixty (60) days prior to the date of the arbitration hearing. 
The parties shall jointly select the mediator but if they are unable to agree
on a mediator, then the arbitrators shall appoint the mediator.  Judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction, or application may be made to such court for a judicial acceptable
of the award and any order of enforcement as the case may be.  The parties
intend this agreement to arbitrate to be irrevocable.


 


14
























7.15     Attorneys'
Fees. In the event that any action or proceeding, including arbitration, is
commenced by any party hereto for the purpose of enforcing any provision of
this Agreement, the prevailing party in such action, proceeding or arbitration
may receive as part of any award, judgment, decision or other resolution of
such action, proceeding or arbitration its costs and attorneys' fees as
determined by the judge, arbitrator or body making such award, judgment,
decision or resolution.  Should any claim hereunder be settled short of the
commencement of any such action or proceeding, including arbitration, the
parties in such settlement shall be entitled to include as part of the damages
alleged to have been incurred reasonable costs of attorneys or other
professionals in investigation or counseling on such claim. 




7.16     Income Taxation of Deferred Payments.  This
Agreement shall be administered subject to and in compliance with the
requirements of Section 409A of the Code.




Section
8:         CERTAIN DEFINITIONS




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




"Affiliate" shall mean, as to any Person, any
Person controlled by, controlling, or under common control with such Person,
and, in the case of a Person who is an individual, a member of the family of
such individual consisting of a spouse, sibling, in-law, lineal descendant, or
ancestor (including by adoption), and the spouses of any such individuals.  For
purposes of this definition, "control" (including the terms "controlling",
"controlled by" and "under common control with") of a Person means the
possession, directly or indirectly, alone or in concert with others, of the
power to direct or cause the direction of the management and policies of such
Person, 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 a
director, officer or holder of voting securities of any entity.  A Person shall
be presumed to control any partnership of which such Person is a general
partner.




"Code" shall mean the Internal Revenue Code
of 1986, as amended.




"Current Customer" shall mean any person or
entity who is currently utilizing any product or service sold or provided by
the Employer or any member of the Employer Group through any facility managed
and/or overseen by the Executive; any person or entity who utilized any such
product or service within the previous twelve (12) months; and any person or
entity with whom the Employer or any member of the Employer Group is currently
conducting negotiations concerning the utilization of such products or
services.




"Employment
Period" shall mean the period during which the Executive has an
obligation to render to the Employer all or any portion of the services
described in Section 1.03 of this Agreement, until terminated in
accordance with the terms of Section 4.  The Employment Period shall in
no event, however, extend past the Expiration Date.




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






[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


15
























IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.




EMPLOYER:



HOME
SOLUTIONS RESTORATION OF


                                                                        LOUSIANA,
INC.






By:                                                                              


Name:                                                                         


Title:  
                                                                          




 


HSOA:


 


HOME SOLUTIONS OF
AMERICA, INC.


 




By:                                                                              


Name: Rick J. O'Brien                        


Title:  
President and Chief Operating Officer






EXECUTIVE:






                                                                                   


                                                                        Stephen
Scott Sewell




16




























EXHIBIT A


RELEASE






            For good and
sufficient consideration, including but not limited to payments which Home
Solutions Restoration of Louisiana, Inc. (the "Company") would
not be obligated to pay to Stephen Scott Sewell ("Sewell")
without Sewell signing this Release, the receipt and sufficiency of which is
hereby acknowledged, Sewell does hereby forever release, remise, and discharge
for himself and his heirs, executors, legal representatives, administrators,
successors and assigns, the Company, its shareholders, directors, officers,
employees and agents and their respective heirs, executors, administrators,
successors, legal representatives and assigns, and all persons or entities
related to or affiliated with any of the aforementioned persons (the "Releasees")
of and from all claims, causes of action, suits, debts, agreements, promises
and demands, of whatever nature or kind, in law or in equity (collectively, "Claims")
which Sewell now has, ever had, or but for this release hereafter would or
could have against any of the Releasees arising in any manner out of Sewell's
employment with the Company and/or the Executive Employment Agreement among
Sewell, the Company and Home Solutions of America, Inc. ("HSOA)
dated as of October 26, 2006, as amended from time to time, but excluding all
Claims of Sewell related to his rights under that certain Agreement and Plan of
Merger among HSOA, the Company, Sewell and others dated as of October 26, 2006.




            Sewell warrants that
he has read this Release and fully understands it to be a compromise and
settlement and release of the Claims, known or unknown, present or future, that
the undersigned has or may have against the Company and its affiliates that are
described above.








                                                                       


Stephen
Scott Sewell






                                                                       


Date
Signed

 

 

 
























EXHIBIT B


TERMINATION
CERTIFICATION






            This is to certify
that Stephen Scott Sewell ("Sewell") has complied with all
the terms of the Executive Employment Agreement among Home Solutions
Restoration of Louisiana, Inc. (the "Employer"), Home Solutions
of America, Inc. and Sewell dated as of October 26, 2006 (as it may be amended,
the "Employment Agreement").  It is further certified that the
undersigned does not possess, nor has the undersigned failed to return to the Employee
any Confidential Information (as defined in the Employment Agreement).  It is
further certified that the undersigned has destroyed all tangible copies and
has erased any electronic, digital, or magnetic representations or
manifestations of the foregoing.  The undersigned further agrees that, in compliance
with the Employment Agreement, the undersigned will preserve as confidential
all Confidential Information and information of third parties as provided in
the Employment Agreement.






Date:                                                                                                                                                   


                                                                        Stephen
Scott Sewell