Exhibit 10.14





 

 

EMPLOYMENT
AGREEMENT







            THIS
EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of the 27h day of September, 2005, by and between Home
Solutions Restoration of Louisiana, Inc. (the "Company") and Fernando
Nava ("Nava").





            1.         Employment. 
The Company shall employ Nava on the terms and conditions set forth herein.





            2.         Term. 
The Company's employment of Nava shall commence as of September 28 2005
(the "Effective Date") and end on the third (3rd) anniversary of such
Effective Date; subject, however, to the termination provisions
contained herein.  Nava's employment by the Company shall continue after the
expiration of the term of this Agreement and this Agreement shall automatically
be renewed for additional successive one (1) year terms unless and until (i)
terminated by either party prior at the end of the initial term or any renewal
term by giving to the other party not less than sixty (60) days prior written
notice of such termination; or (ii) earlier terminated by either party as
otherwise provided in Section 6 or 7 hereof.





            3.         Position
and Duties.




(a)        Position.  Nava shall be employed by the Company
as the Chief Executive Officer and shall report to the Board of Directors of
the Company (the "Board") and such other persons as the Board may from
time to time designate.  Nava shall have such duties and powers as are
routinely performed by the Chief Executive Officer of a privately held company
as well as those duties and powers that may be delegated to him from time to
time by the Board.




(b)        Duties.  Nava agrees that while employed by the
Company he will:




(i)                 Comply
with all Company policies and procedures as well as all applicable laws;




(ii)               
Faithfully
and diligently serve the Company to the best of his ability;




(iii)              
Devote
his full working time and attention to the business of the Company;

 




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(iv)             
Not
engage in or associate himself with any other business or enterprise, either
directly or indirectly, as an employee, contractor or consultant; however, upon
Nava's written request to the Company, the Board may consent in writing for Nava
to participate in outside activities that do not interfere with Nava's job
duties for the Company or create a conflict of interest for Nava.  The
foregoing shall not be construed as a preventing Nava from (i) making passive
investments in other businesses or enterprises, provided, however,
that such investments will not require services on the part of Nava which would
in any way limit or impair the performance of his duties under this Agreement
and such investments do not otherwise violate any other term of this Agreement;
or (ii) participating in various charitable efforts and activities; and





(v)               
Be
available to travel on Company business as the needs of the Company may
reasonably require.





            4.         Place
of Performance.  Nava shall be based at the principal executive offices of
the Company which shall initially be located in Pompano Beach, Florida, but
which thereafter may be established at any other location as determined by the
Board.





            5.         Compensation
and Related Matters.  As consideration for entering into this Agreement and
for all of the services rendered by Nava in any capacity during the term of
this Agreement, the Company agrees to pay and/or provide to Nava, and he agrees
to accept, the following:




               (a)        Annual Salary.  The Company shall
pay to Nava as base compensation for his services an annual salary of $208,000.00
(the "Annual Salary") payable in equal weekly installments.  The Board
shall review Nava's Annual Salary on each anniversary of the Effective Date of
this Agreement and may increase the amount of Nava's Annual Salary as it may
deem appropriate.




(b)        Bonus.  The Board may from time to time award a
bonus to Nava; however, such bonus shall be entirely within the Board's
discretion.




(c)        Employee
Benefits.  Nava shall be entitled to receive benefits under the Company's
benefit plans as now in effect or hereafter implemented, including, without
limitation, medical, prescription, dental, disability, employee life, group
life, accidental death and travel accident insurance plans and programs and
similar benefits (collectively, the "Welfare Plans"), on terms which are
no less favorable than the benefits made available to other executive officers
of the Company.




(d)        Automobile. 
The Company shall pay up to One Thousand Dollars ($1,000.00) per month to
provide Nava with an automobile for his business and personal use in accordance
with the Company's Automobile policy, as may be in effect during the term of
this Agreement.  The Company shall pay for the gasoline, maintenance, taxes and
insurance for the automobile.

 




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(e)        Vacation. 
Nava shall be entitled during each year of his employment by the Company, at a
time mutually convenient to the Company and Nava, in accordance with the
Company's vacation policy, to a vacation of twenty (20) business days (which
may be taken consecutively or non-consecutively) during which time Nava's
salary will be paid in full.  The number of days of vacation will be prorated
for any portion of a year less than twelve (12) months during which Nava is employed
hereunder.  Nava shall be entitled to roll over from one year to the next any
earned but unused vacation days which Nava has accrued in prior years.  Upon
the termination of Nava's employment for any reason, the Company shall pay to Nava
the cash equivalent of any earned by unused vacation days which Nava has
accrued.




(f)         Perquisites. 
During the term of Nava's employment, Nava shall be entitled to receive, in
addition to the benefits named above, such perquisites and fringe benefits
appertaining to his position in accordance with any policies, practices and
procedures establishing by the Board.




(g)        Expense Reimbursement.  Nava shall be entitled
to receive reimbursement for all reasonable travel and business expenses in
connection with services performed by Nava hereunder, in accordance with the
established policies of the Company with respect to expense reimbursement.  As
a condition of receiving such reimbursement, Nava shall account for such
expenses to the extent necessary to substantiate the Company's Federal income
tax deductions for such expenses under the Internal Revenue Code of 1986, as
amended from time to time and the regulations thereunder.



            6.         Termination
by the Company.  The Company may terminate Nava's employment under this
Agreement without any breach of this Agreement upon any of the following
events:




            (a)          Death.  Nava's employment shall
terminate upon his death.




            (b)         Disability.  If as a result of Nava's
incapacity due to substantial physical or mental disability which renders or will
render the day-to-day performance of his duties hereunder impossible or
hazardous to perform ("Disability"), and Nava shall have been absent
from the performance of his duties hereunder for a consecutive period of one
hundred eighty (180) days, the Company may terminate Nava's employment.  The
Company shall give Nava fourteen (14) days' written notice of its intent to
terminate Nava's employment due to Nava's Disability; provided, however,
that in no event shall such termination be effective prior to the end of the
running of the one hundred eighty (180) day period.  In the event that Nava
returns to the performance of his duties under this Agreement on a full time
basis before the expiration of the Company's fourteen (14) days' written notice
of termination, then Nava shall not be terminated but shall retain his
employment with the Company.  




            (c)         For Cause.  The Company may
terminate Nava's employment under this Agreement at any time for cause by
giving Nava written notice of such termination.  For purposes of this
Agreement, "for cause" shall include, without limitation, any of the
following:





(i)         an act of fraud,
embezzlement, misappropriation or theft by Nava in connection with the
performance of his duties under this Agreement or in the course of Nava's
employment with the Company;




(ii)        intentional or
willful material damage by
Nava to any of the property or assets of the Company or its related entities;

 




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(iii)       the failure of Nava to substantially
perform his duties hereunder or to comply with the policies, standards or
regulations of the Company after written demand for substantial performance is
delivered to Nava by the Company, which failure has not been cured within thirty
(30) days after Nava's receipt of such written notice;




(iv)       a good faith determination by the Board of Directors that Nava has materially violated any of the
covenants, agreements or
representations made by him in this
Agreement; however, such determination shall not be made until the
Company has provided Nava at least thirty (30) days written notice of the
alleged violation and Nava has been provided a reasonable opportunity to
present evidence regarding the alleged violation to the Board of Directors;




(v)        the conviction of Nava
for any felony or misdemeanor involving dishonesty, deceit, fraud or moral
turpitude.




            (d)        Without Cause.  The Company may
terminate Nava's employment under this Agreement without cause upon thirty (30)
days' prior written notice to Nava of such termination.  For purposes of this
Agreement, the term "without cause" shall mean termination by the
Company on any grounds other than (i) those set forth in Sections 6(a), (b) or
(c) hereof; or (ii) the expiration of this Agreement at the end of the initial
term or any renewal term as provided in Section 2 hereof.




            7.         Termination by Nava.




(a)        For Good Reason.  Nava may terminate his
employment for good reason under this Agreement by providing the Company with written
notice of such termination upon the occurrence of any of the following:





(i)         Company
Breach.  The Company's failure to comply with any material provision of
this Agreement, which failure has not been cured within thirty (30) days after
written notice of such noncompliance has been given by Nava to the Company, provided,
however, that if the Company has commenced a cure and is continuing to
effect such cure in good faith, the Company shall have such time as is
necessary to complete such cure and during such period, Nava may not terminate
this Agreement on the grounds of such breach by the Company.





(ii)        Company Fraud. 
An intentional act of fraud, embezzlement, misappropriation or theft by the
Board in connection with Nava or the areas of the Company's activities which
are assigned to Nava.




 

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(b)        Voluntary
Resignation.  Nava may terminate his employment with the Company by giving
written notice to the Board of his voluntary resignation.  Nava's resignation
notice shall specify the Date of Termination, which shall not be less than
thirty (30) days from the giving of such resignation notice unless otherwise
agreed to by the Board.  Such resignation shall not preclude the Company from
terminating Nava's employment in accordance with the terms of this Agreement
prior to the Date of Termination noted in Nava's notice of resignation.





            8.         Date of Termination.  For
purposes of this Agreement, "Date of Termination" shall mean any of the
following events:




(a)        The date of Nava's death, if Nava's employment is
terminated by his death;




(b)        If Nava's employment is terminated by the Company due
to his Disability, fourteen (14) days after notice of termination is given to Nava
pursuant to Section 6(b) hereof, provided that Nava shall not have
returned to the performance of his duties on a full time basis during such
fourteen (14) day period;  




(c)        The date on which the term of Nava's employment with
the Company ends pursuant to Section 2 hereof; or  




(d)        If Nava's employment is terminated by Nava or the
Company for any other reason, the date specified in the notice of termination.




            9.         Compensation Upon Termination and Other
Consequences of Termination.




            (a)        Death; Disability.  If Nava's
employment is terminated due to Nava's death or Disability, the Company shall
have no further payment obligations to Nava or his legal representatives other
than for payment of that portion of Nava's Annual Salary accrued through the
Date of Termination.  This payment obligation shall be paid by the Company to
Nava in a lump sum in cash within the earlier of thirty (30) days of the Date
of Termination or the date specified for payment under an applicable state
statute.  During any period that Nava fails to perform his duties hereunder as
a result of his Disability (the "Disability Period"), Nava shall
continue to receive his Annual Salary at the rate then in effect during such
Disability Period until his employment is terminated pursuant to the terms of
this Agreement.  Salary payments made to Nava during the Disability Period
shall be reduced by any amounts paid or payable to Nava under any Company
disability plan.




            (b)        Without Cause; Company Breach.  If Nava's
employment is terminated by the Company without cause, or Nava terminates his
employment with the Company pursuant to Section 7(a), then the Company
shall continue to pay Nava his Annual Salary until the covenants made by Nava
under Section 13 (a), (b) and (c) expire.  The payment will be made in
equal installments on the Company's regularly scheduled pay days beginning on
the Date of Termination.  The Company may, at its option, discontinue the
Annual Salary payments due to Nava under this Section 9(b) at any time
upon written notice to Nava without further obligation to Nava; provided
however, that at the time such payments are discontinued, Nava's covenants set
forth in Sections 13 (a), (b) and (c) shall automatically expire
and be of no further force or effect.   






 

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            (c)        Resignation;
For Cause.  If Nava shall voluntarily resign his employment or Nava's
employment is terminated by the Company for cause, the Company shall pay Nava
his Annual Salary through the Date of Termination at the rate then in effect. 
In such event, the Company shall have no further obligations to Nava under this
Agreement for any claim of compensation or damages arising from the termination
of Nava's employment.




           (d)        Release.  No amount shall be payable
pursuant to Section 9(b) hereof unless Nava executes and delivers to the
Company, promptly after the Date of Termination, a release and waiver of claims
in a form prepared by the Company.  The Company's obligation to make payments
under Section 9(b) shall terminate if Nava violates any
provision of Sections 11, 12, 13, or 14 of this Agreement.


            10.       Representations
and Warranties of Nava.  Nava represents and warrants to the Company that:





                     (a)        Nava is not a party to
any contract, restriction or other obligation, the compliance of which is
inconsistent with the execution of this Agreement, the performance of Nava's
obligations hereunder, or the rights of the Company hereunder; and





                     (b)        Nava is under no physical
or mental disability that would hinder the full performance of his duties and
obligations under this Agreement.





            11.       Return
of Company Property/Return of Nava's Property.  Nava acknowledges that all
memoranda, notes, correspondence, databases, discs, records, reports, manuals,
books, papers, letters, CD ROMs, keys, passwords and access codes,
client/vendor/supplier profile data, contracts, orders, and lists, software
programs, information and records, and other documentation (whether in draft or
final form) relating to the Company's business, or that of its affiliates
(subsidiary, parent and sister entities), and any and all other documents
containing Confidential Information (as defined in Section 12 hereof) furnished
to Nava by any representative of the Company or otherwise acquired or developed
by him in connection with his association with the Company (collectively, "Company
Materials") are the sole and exclusive property of the Company.  Within
forty-eight (48) hours of the termination of his employment with the Company
for any reason, or upon the request for return of the Company Materials by the
Company, Nava promises to return to the Company any Company Materials which are
in his possession, custody or control, regardless of where such Company
Materials are located.  Within forty-eight (48) hours of the termination of his
employment with the Company for any reason, the Company also will return to Nava
all of Nava's property that is within the Company's custody and control.




 

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12.       Confidential
Information.  Immediately upon Nava's execution of this Agreement and
continuing throughout his employment at the Company, the Company shall provide Nava
with access to confidential, proprietary, and highly sensitive information
relating to the Company's business and which is a competitive asset of the
Company ("Confidential Information").  Such Confidential Information
includes all information which relates to the Company's business, which is or
has been disclosed to Nava orally or in writing by the Company or obtained by
virtue of work performed by Nava for the Company, is or was developed by the
Company, and is not generally available to individuals or entities within the
industry in which the Company is engaged or readily accessible by independent
investigation.  The Confidential Information sought to be protected includes,
without limitation, information pertaining to: (i) the identities of clients,
suppliers or vendors with which or whom the Company does or seeks to do
business, as well as the point of contact persons and decision-makers at these
clients, suppliers or vendors, including their names, addresses, or e-mail
addresses and positions, whether contained in the Company's computer database
system or any written report; (ii) the past or present purchasing and trading
history of each client, supplier or vendor; (iii) the volume of business and
the nature of the business relationship between the Company and its clients,
suppliers, vendors or investors, including any computerized documents or files
and/or written reports summarizing such information; (iv) the financing methods
employed by and arrangements between the Company and its existing or potential
clients, suppliers, vendors or investors; (v) the costs and pricing formulas
for the Company's services and products; (vi) the Company's business plans and
strategy, marketing and sales plans and strategy, revenue, expense and profit
projections, research and development information, industry analyses, and any
proposed or actual implemented technology, product or service changes; (vii)
information regarding the Company's employees, including their identities,
skills, talents, knowledge, experience, compensation, and preferences; (viii)
information about the Company's financial results and business condition
contained on the Company's computer network or in any written or printed
documents; (ix) information about the Company's current and future products and
research and development programs; and (x) computer programs and software
developed by the Company and tailored to the Company's needs by its employees, independent
contractors, consultants or vendors.  Confidential Information may be contained
on the Company's computer network, in computerized documents or files, or in
any written or printed documents, including and/or written reports summarizing
such information.





            Nava
acknowledges that the unauthorized disclosure of Confidential Information could
place the Company at a competitive disadvantage.  Consequently, Nava agrees 
that, while he is employed by the Company and following the termination of his
employment with the Company, regardless of the reason for such termination, he
shall not: use, publish, disclose or divulge, at any time, any Confidential
Information for the benefit of any person, entity, or corporation other than
the Company, or to any person who is not a current employee of the Company,
except in the performance of his duties, without the express, written consent
of the Company.





            Nava
understands and agrees that his obligations under this Section are in addition
to, and not in limitation of, all other obligations of confidentiality which he
may have to the Company under general legal or equitable principles, or other
policies implemented by the
Company.





            13.       Restrictive
Covenants.  Nava agrees that the Company's commitment described in Section
12 above to provide its Confidential Information to him gives rise to the
Company's interest in restraining Nava from competing against it and that the
restrictions in this Section are designed to enforce Nava's promise in Section
12 not to use or disclose Confidential Information belonging to the Company,
except in the performance of Nava's duties for the Company.  Nava 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 Company.  For these reasons, Nava agrees  
to the
following:


 

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(a)        Non‐Competition Covenant.  Nava shall not,
without the prior written consent of the Company, during the term of this
Agreement and for a period of three years immediately following the Date of
Termination (subject to early termination upon the discontinuation of Annual
Salary payments to Nava pursuant to Section 9(b)), directly or indirectly, on
behalf of himself or any other person or entity, render any services within
California, Florida, Texas,  Georgia, South Carolina, North Carolina, Alabama,
Mississippi, Louisiana, or any other state where the Company engaged in
business during the period Nava was employed by the Company to any Competitor
of the Company that are similar to the services he rendered for the Company
under this Agreement.  For the purpose of this Agreement, "Competitor" means
any person or entity engaged in the business of providing restoration or
remediation services.  Nava further covenants and agrees that, without the
prior written consent of the Company, Nava shall not, during his employment
with the Company and for a three-year period following the termination of his
employment with the Company for any reason, directly or indirectly, either as
an individual or in any other capacity, (i) invest in any Competitor of the
Company (other than investments in publicly-owned companies which constitute
not more than one percent (1%) of the voting securities of such Competitor), or
(ii) take any action inconsistent with his fiduciary relationship to the
Company.




(b)       Covenant Not to Solicit Customers.  Nava shall
not, without the prior written consent of the Company, during the three (3)
year period immediately following the Date of Termination (subject to early
termination upon the discontinuation of Annual Salary payments to Nava pursuant
to Section 9(b)), directly or indirectly, on behalf of himself or any other
person or entity, solicit or contact any current or prospective Company client,
supplier, or vendor with whom he had any dealings while employed by the Company
for the purpose of encouraging or inducing the client, supplier, or vendor in
any way to change or discontinue its business relationship with the Company.




            (c)           Covenant Not to Solicit the Employees. 
Nava agrees that during his employment with the Company and for a period of three
(3) years following the Date of Termination (subject to early termination upon
the discontinuation of Annual Salary payments to Nava pursuant to Section 9(b)),
he will not directly or indirectly, on behalf of himself or any other person or
entity, (i) solicit to hire or hire any person employed by the Company at the
time of his termination, (ii) attempt to influence any person employed by the
Company at the time of his termination to leave his or her employment, (iii)
contact, or assist any person in contacting, any employee or former employee of
the Company for the purpose of offering any such employee employment, or (iv)
use or disclose to any person or business entity any personal information
regarding any of the Company's employees.




            (d)        Covenant Not to Access.  Nava shall
not, following the Date of Termination, access the Company's computer systems,
download files or any information from the Company's computer systems or in any
way interfere, disrupt, modify or change any computer program used by the
Company or any data stored on the Company's computer systems.




 

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            (e)        Reasonable
Restrictions.  Nava acknowledges and agrees that the restrictions set forth
in this Section are reasonable as to time, geographic area and scope of
activity and do not impose a greater restraint than is necessary to protect the
goodwill and other business interests of the Company, and Nava agrees that the
Company is justified in believing the foregoing.  If any provision of this
Section should be found by any court of competent jurisdiction or arbitrator
appointed pursuant to Section 24 hereof to be unenforceable by reason of
its being too broad as to the period of time, territory, and/or scope, such
provision shall nevertheless remain valid and fully effective, but shall be
considered to be amended so that the period of time, territory, and/or scope
set forth herein shall be changed to be the maximum period of time, the largest
territory, and/or the broadest scope, as the case may be, which would be found
enforceable by such court or arbitrator.





            14.       Ownership
Of Intellectual Property.


            (a)        Assignment of Intellectual Property
Rights.  Nava hereby assigns and agrees to assign to the Company all of his
intellectual property rights as of their creation in, and to make full and
prompt disclosure to the Company of all information relating to, anything made
or designed by him or that may be made or designed by him during the term of this
Agreement, whether alone or jointly with other persons, or within one year
following the termination of his employment hereunder and resulting from or
arising out of any work performed by Nava on behalf of the Company or any of
its affiliates (subsidiary, parent and sister entities) or connected with any
matter relating or possibly relating to any business in which the Company is
involved.




            (b)        Assignment Documentation.  At any
time during the term of this Agreement or thereafter, Nava shall sign, acknowledge
and deliver, at the Company's expense, but without compensation other than a
reasonable sum for his time devoted to the execution thereof if his employment
has then terminated, any document required by the Company to give effect to
this Section 14, including patent applications and documents evidencing the
assignment of ownership.  Nava shall also provide such other assistance as the
Company may reasonably require with respect to any proceeding or litigation
relating to the protection or defense of intellectual property rights belonging
to the Company.


15.       Survival
of Covenants.  Nava understands and agrees that each restriction set
forth in Sections 12, 13, and 14 shall survive the termination of his
employment with the Company.  The existence of any claim or cause of action by Nava
against the Company whether predicated on this Agreement or otherwise shall not
constitute a defense to the enforcement by the Company of said restrictions.





               16.       Binding
Agreement.  This Agreement and all rights of Nava hereunder shall inure to
the benefit of and be enforceable by Nava's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. In addition, this Agreement and the obligations and rights of the
Company hereunder shall be binding on any person, firm, or corporation which is
a successor in interest to the Company.




 

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            17.       Notice. 
All notices, requests and other communications under this Agreement shall be in
writing (including a writing delivered by facsimile transmission) and shall be
deemed to have been duly given if delivered by hand, or sent by either
certified or registered mail, return receipt requested, postage prepaid, by
overnight courier guaranteeing next day delivery, or by facsimile, addressed as
follows:





If
to Nava:





Fernando Nava

1400 SW 12th
Avenue

Pompano
Beach, FL  33069

Facsimile No.:  (___) ___-____




or at such other address or
facsimile number as Nava may have advised the Company in writing; and





If
to the Company:





Home
Solutions Restoration of Louisiana, Inc.

5565
Red Bird Center Drive

Dallas,
Texas 75237

Attn: 
Rick O'Brien

Facsimile No.:  (214)
333-9435





or at such
other address or facsimile number as the Company may have advised Nava in
writing.





            All
such notices, requests and other communications shall be deemed to have been
received (i) on the date of delivery thereof, if delivered by hand; (ii) on the
third day after the mailing thereof, if mailed; (iii) on the next day after the
sending thereof, if by overnight courier; and (iv) when receipt is
acknowledged, if faxed.





            18.       Waivers
and Amendments.  No amendment or waiver of any provision of this Agreement,
nor consent to any departure therefrom, shall be effective unless the same
shall be in writing and signed by each party hereto, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.  No failure on the part of a party hereto to exercise,
and no delay in exercising any right hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.





            19.       Captions. 
The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way affect, limit or amplify the provisions
hereof.




 

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            20.       Invalid
Provisions.  If any provision of this Agreement is held to be illegal,
invalid or unenforceable, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by such illegal, invalid or unenforceable provision or its
severance from this Agreement.





            21.       Assignability. 
This Agreement may not be transferred, assigned, pledged or hypothecated by
either party hereto without the prior written consent of the other party to
this Agreement; provided, however, the Company may assign this
Agreement to any person or entity acquiring all or substantially all of the
business or assets of the Company pursuant to a purchase of assets, merger,
consolidation, incorporation, reorganization or liquidation of the Company, or
otherwise.





            22.       Attorneys'
Fees.  In the event that any action or proceeding is commenced by any party
hereto for the purpose of enforcing any provision of this Agreement, the party
to such action or proceeding may receive as part of any award, judgment,
decision or other resolution of such action or proceeding, its costs and
attorneys' fees as determined by the person or body making such award,
judgment, decision or resolution. Should any claim hereunder be settled prior
to the commencement of any such action or proceeding, the parties may mutually
agree to include as part of the damages alleged to have been incurred
reasonable costs of attorneys or other professionals in investigation or
counseling with respect to such claim.





            23.       Governing
Law.  This Agreement, its validity, construction and interpretation and the
rights and remedies of the parties hereto shall be governed by the substantive
laws of the State of Texas, without giving effect to its principles of conflict
laws.

 

 

 




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            24.       Arbitration. 
Subject to Section 25 hereof, to the extent that the parties hereto are
unable to resolve any disputes or controversies between them which arise out of
or relate to this Agreement or the performance, breach, validity,
interpretation or enforcement of this Agreement, or Nava's employment and/or
termination, including, without limitation, any and all claims or causes of
action which may arise or be asserted under federal, state or local regulatory,
statutory or common law, and including, without limitation, claims under
Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Civil Rights Act of
1991, the Family Medical Leave Act, the Texas Commission on Human Rights Act, wrongful
discharge, breach of contract, and tort (such as intentional infliction of
emotional distress, libel, slander, invasion of privacy or personal injury),
all such disputes and controversies will be resolved by binding arbitration in
accordance with the United States Arbitration Act and the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA"),
and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.  A party hereto shall initiate arbitration
by sending written notice of its intention to arbitrate to the other party and
to the AAA office located in Dallas, Texas.  Parties shall have the same period
of time to file claims as provided by the applicable statute of limitation for
such claim.  Such written notice will contain a description of the dispute and
the remedy sought.  The arbitration will be conducted at the offices of the AAA
in Dallas, Texas before an independent and impartial arbitrator acceptable to
the parties hereto.  In the event that the parties have not mutually agreed on
an acceptable arbitrator within thirty (30) days after the demand for
arbitration is filed, the arbitrator shall be appointed in the manner provided
by the Commercial Arbitration Rules of the AAA.  The decision of the arbitrator
will be final and binding on the parties hereto and their successors and
assignees.  Where consistent with applicable law, the arbitrator 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 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 arbitrator
shall appoint the mediator.  The parties hereto intend that this agreement to
arbitrate be irrevocable.   





            25.       Injunctive
Relief.  Each party (i) acknowledges that a remedy at law for any breach or
attempted breach of Sections 11, 12, 13 and 14 of this Agreement will be
inadequate; (ii) agrees that each party will be entitled to specific
performance and injunctive and other equitable relief in case of any breach or
attempted breach of Sections 11, 12, 13 and 14 of this Agreement; and (iii)
agrees not to use as a defense that any party has an adequate remedy at law. 
This Agreement is enforceable in a court of equity by a decree of specific
performance, and appropriate injunctive relief may be applied for and granted
in connection herewith.  Such remedy is not exclusive and is in addition to any
other remedies now or hereafter existing at law or in equity, by statute or
otherwise.





            26.        Voluntary
Agreement.  Each party acknowledges that he or it has had an
opportunity to consult with an attorney concerning the meaning, import, and
legal significance of this Agreement, and each party has read this Agreement,
as signified by their respective signatures hereto, and each party is
voluntarily executing the same after, if sought, advice of counsel for the
purposes and consideration herein expressed.





            30.       Entirety. 
This Agreement contains the entire agreement between the parties with respect
to the matters addressed herein and supersedes all prior representations,
inducements, promises or agreements, oral or otherwise, which are not contained
herein.





            31.       Counterparts. 
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original for all purposes and all of which shall be deemed
collectively to be one agreement.



 



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







COMPANY:                                                                  HOME
SOLUTIONS RESTORATION

                                                                                              OF
LOUISIANA, INC.






By:_________________________________

     Printed Name:  Frank Fradella

     Title:      Secretary and Treasurer




____________________________________

Date
Signed



 


NAVA:


 __________________________________

Fernando Nava




__________________________________

Date
Signed

 

 

 

 

 




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