ASSET PURCHASE AND INDEMNITY AGREEMENT

Exhibit 10.1

ASSET PURCHASE AND INDEMNITY AGREEMENT

This Asset Purchase and Indemnity Agreement (this “ Agreement ”) is made and entered into as of this the 16 ^th day of October, 2007 by and among Fireline Restoration, Inc., a Florida corporation as the purchaser (the “ Purchaser ”), RG America, Inc., a Nevada corporation (“ RGA ”) and the following RGA subsidiaries: Restoration Group America 2003, Inc., a Texas corporation, Restoration Group America, Inc., a Texas corporation (“ Restoration Group America ”), RG Restoration, Inc., a Texas corporation, RG Insurance Services, Inc., a Texas corporation, CTFD, Inc., a Texas corporation (“ CTFD ”), CTFD Marine, Inc., a Texas corporation (“ CTFD Marine ”), RG Risk Management, Inc., a Texas corporation (“ RGRM ”), Invvision Funding, Inc., a Texas corporation, Practical Building Solutions 2000, Inc., a Texas corporation, and RG Florida GC, Inc., a Florida corporation, as the seller (RGA and the foregoing subsidiaries are referred to herein collectively as the " Seller ” and individually as a “ Seller Entity ”).

R E C I T A L S :

A. The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, certain equipment and vehicles comprising the Assets (as defined below) used in the restoration and construction business and Restoration Group America’s PropertySMART ^TM risk management program (the restoration and construction business and the PropertySMART ^TM risk management program are collectively referred to herein as the " Business ”).

B. Laurus Master Fund, Ltd. (“ Laurus ”) has provided financing to the Seller (the “ Laurus Debt ”) and in connection therewith was granted Liens (as defined below) on all assets of the Seller, including, without limitation, Liens on the Assets (as defined below), all pursuant to that certain Security Agreement dated as of October 1, 2005.

C. The Purchaser is a party to that certain Consulting Agreement, dated as of March 2007 (the " Consulting Agreement ”), among Home Solutions of America, Inc., a Delaware corporation and parent company of the Purchaser (“ HSOA ”), RGA and certain of RGA’s subsidiaries that are parties thereto, whereby, among other things, RGA and certain of the RGA subsidiaries granted to the Purchaser certain of their respective rights to collect certain accounts receivable (the “ Consulting Assets ”).

D. Laurus and HSOA are parties to that certain Release Agreement of even date herewith (the " Release Agreement ”), whereby Laurus has agreed, among other things, to release its Liens on all of the assets of RGA and its subsidiaries, including the Assets, and whereby HSOA has agreed to issue to Laurus, 2,000,000 shares of its common stock, par value $.001 per share (the “ Shares ”).

E. At the closing of the transactions contemplated by this Agreement, HSOA has agreed to enter into the Royalty Agreement with RGRM in the form attached hereto as Exhibit “A” (the " Royalty Agreement ”), pursuant to which HSOA agrees to pay RGRM the Royalty (as defined in the Royalty Agreement).

F. HSOA enters into this Agreement for the limited purpose of agreeing to enter into the Royalty Agreement with RGRM.

A G R E E M E N T :

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Purchaser agree as follows:

ARTICLE I

PURCHASE AND SALE

1.01 Purchase and Sale of Assets . Subject to the terms and conditions in this Agreement, the Seller agrees to sell and convey, and the Purchaser agrees to purchase and accept, all of the Seller’s right, title and interest in and to (i) the equipment and vehicles listed on Schedule 1.01 together with all ownership and maintenance records, title certificates, and warranties related thereto and (ii) the PropertySMART ^TM risk management program as described on Schedule 1.01 (collectively, the “ Assets ”), free and clear of any and all liens, prior assignments, security interests, charges, pledges, claims or encumbrances of any kind or character whatsoever (collectively, “ Liens ”), except for the Lien set forth on Schedule 3.05 .

1.02 Purchase Price . The purchase price for the Assets (the “ Purchase Price ”) is (i) HSOA obtaining Laurus’ release of the Laurus Debt and its Liens on the Assets pursuant to the Release Agreement, in exchange for HSOA’s issuance of the Shares to Laurus pursuant to and in accordance with the Release Agreement; and (ii) the amounts due to RGRM pursuant to the Royalty Agreement. The Seller acknowledges and agrees that Laurus’ release of the Laurus Debt and its Liens on the Assets in exchange for HSOA’s issuance of the Shares to Laurus, and the amounts due to RGRM pursuant to the Royalty Agreement are material benefits to the Seller and as such, represent sufficient consideration for the sale of the Assets to the Purchaser.

1.03 Date, Time and Place of Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of the Seller at 10:00 a.m., local time, on November 5, 2007, or as promptly as practicable thereafter as soon as the conditions set forth in Article VI are satisfied, or at such other date, time or place fixed by mutual written consent of the Purchaser and the Seller, but in no event later than November 30, 2007, unless the Purchaser agrees to extend such date (such date, as it may be extended, the “ Termination Date ”). All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed (the date of such Closing is referred to herein as the “ Closing Date ”).

1.04 Effective Time . The transactions contemplated by this Agreement shall be deemed effective for tax and all other purposes as of 8:00 a.m., Dallas, Texas time, on the Closing Date (the “ Effective Time ”), unless otherwise mutually agreed in writing by the parties. Notwithstanding the foregoing, for accounting purposes, the effective time of the transactions contemplated by this Agreement shall be the effective time determined by Purchaser as reflected in its books and records.

1.05 Assumed Liabilities . Purchaser is not assuming any liability or obligation of the Seller or with respect to the Assets, including, without limitation, accounts payable, or any obligations with respect to the Seller’s lenders and creditors.

1.06 Instruments Delivered at Closing .

(a) At the Closing, the Seller shall execute and/or deliver to the Purchaser:

(i) a bill of sale, in form and substance satisfactory to the Purchaser, for the Assets;

(ii) such other instruments of transfer as the Purchaser shall deem necessary or appropriate to convey the Assets to the Purchaser, including, without limitation, assignments of patents, trademarks and other intellectual property rights sufficient to transfer the rights to the PropertySMART ^TM risk management program to the Purchaser, and individual assignments and bills of sale for each vehicle and piece of equipment comprising a portion of the Assets in forms reasonably acceptable to Purchaser, title certificates, and such other documents, bills of sale, certificates of title, endorsements, assignments and instruments necessary, advisable or desirable to vest in Purchaser good and marketable title to all of the Assets;

(iii) such keys and other similar items as the Purchaser shall require to obtain full occupation, possession and control of the Assets;

(iv) written consents from all third parties required for the transfer and assignment of the Assets;

(v) corporate resolutions of each Seller Entity pursuant to Section 3.02 .

(b) At the Closing, the Purchaser shall cause to be delivered to the Seller:

(i) a counterpart to the Royalty Agreement, duly executed by HSOA; and

(ii) corporate resolutions pursuant to Section 4.01 .

ARTICLE 2

COSTS AND ALLOCATION S

2.01 Closing Costs . The Purchaser shall pay any sales and other transfer tax attributable to the transfer of the Assets to the Purchaser. All legal, accounting, or other costs incurred by the Seller or the Purchaser in connection with the transactions contemplated herein shall be borne by the party who incurred such costs; provided, however, that the Purchaser agrees to reimburse the Seller for bona fide legal fees incurred by the Seller solely in connection with the negotiation of the transactions contemplated by this Agreement and the preparation and filing of the Information Statement (as defined in Section 4.04 herein), subject to the offset rights of HSOA set forth in the Royalty Agreement, in an amount not to exceed Fifty Thousand and NO/100 Dollars ($50,000.00), upon the Purchaser’s receipt of invoice from the Seller’s legal counsel.

2.02 Allocation of Purchase Price . The Seller and the Purchaser agree to allocate the Purchase Price among the Assets on the basis set forth on Exhibit “B” . The Seller and the Purchaser agree to furnish such reports and returns to the Internal Revenue Service and the Secretary of the Treasury as may be required by Section 1060 of the Internal Revenue Code of 1986, as amended and Treasury Regulations thereunder, and such returns or reports shall be consistent with the allocation of Purchase Price set forth on Exhibit “B” .

2.03 Liabilities . Except for the liabilities set forth on Section 2.03 of the Seller’s Disclosure Schedule (herein so called), Purchaser shall not assume and shall not be liable for or obligated to pay or assume, and none of the Assets or the assets of Purchaser shall be or become liable for or subject to, any liability, indebtedness, commitment or obligation of any Seller Entity or any of their Affiliates (as hereinafter defined), whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise. As used herein, the term “ Affiliate ” shall mean, with respect to any party to this Agreement, any entity or person that directly or indirectly controls, is controlled by or is under common control with such party. The Seller agrees that the Seller will pay all of its liabilities.

2.04 Prorations . All insurance, licenses, etc. shall be prorated between the Purchaser and the Seller as of the day of Closing.

2.05 Covenants and Further Assurance . The Seller shall, at any time and from time to time after the Closing Date, upon request of the Purchaser and without further cost or expense to Purchaser, execute and deliver such instruments of conveyance and assignment and shall take such actions as the Purchaser may reasonably request to more effectively carry out the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS OF SELLER

Each Seller Entity, jointly and severally, represents to the Purchaser the following:

3.01 Good Standing . RGA is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each Seller Entity is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated.

3.02 Corporate and Stockholder Approval . This Agreement, and the execution, delivery and performance of same, have been duly approved by the Seller (and each Seller Entity) and constitutes a valid and binding obligation against the Seller (and each Seller Entity), enforceable in accordance with its terms, subject as to enforceability, to bankruptcy, insolvency reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). A copy of all corporate resolutions of each Seller Entity approving this Agreement and the transactions contemplated hereby shall be delivered by the Seller to the Purchaser upon the execution hereof. Other than the RGA Stockholder Consent (as hereinafter defined), no consent, approval, or order of any person, entity, organization, third party, lender, creditor or the shareholders of any entity is required in connection with the execution, delivery or performance of the transactions contemplated by this Agreement.

3.03 Conflicts; Defaults . The execution and delivery of this Agreement and the performance by the Seller of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or constitute a breach or default under any of the terms of the certificate of incorporation, articles of incorporation, bylaws, or other organizational documents of the Seller (or any entity comprising the Seller), (b) result in the creation or imposition of any Liens in favor of any third party upon any of the Assets or the Business, (c) violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to any governmental authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of any governmental authority affecting the Business or the Assets, or (d) conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any contract, lease, agreement, note, deed of trust, indenture, order, judgment or decree to which any Seller is a party or by which any Seller or any of the Assets is bound or affected.

3.04 Enforceability . This Agreement has been, and the other agreements and instruments to be executed and delivered by the Seller in connection herewith will be, on or prior to the Closing Date, duly executed and delivered by each Seller Entity and (assuming due authorization, execution and delivery hereof by the Purchaser) constitute or, upon execution and delivery, will constitute the valid, legal and binding obligations of each Seller Entity, enforceable against each Seller Entity in accordance with their respective terms; subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or effecting creditors’ rights and the exercise of judicial discretion in accordance with principles of equity.

3.05 Clear Title . The Seller is the owner of, and has good and marketable title to, all of the Assets. Except as set forth on Schedule 3.05 of the Seller’s Disclosure Schedule, the Assets are owned by the Seller, and shall be delivered to the Purchaser, free and clear of all Liens.

3.06 Adverse Agreements and Changes . The Seller is not (a) a party to any agreement or instrument, or to the best of Seller’s knowledge, subject to any judgment, order, writ, injunction, decree, rule or regulation which materially adversely affects the Assets or the Business, or (b) aware of any pending event or condition which will have a material adverse impact on the Assets or Business, except as set forth on Schedule 3.08 of the Seller’s Disclosure Schedule.

3.07 Brokers or Finders Fees . No person is entitled to compensation by reason of any agreement or understanding with the Seller, as a broker or finder in connection with the sale and purchase of the Assets.

3.08 Litigation . Except as set forth on Schedule 3.08 of the Seller’s Disclosure Schedule, there is not pending or, to the best knowledge of the Seller, threatened, any litigation, action, suit, arbitration, investigation, inquiry, audit, complaint, charge, or other proceeding to which the Seller is a party involving the Assets or Business, or to which the Assets or the Business is or could be subject, before or by any court or governmental or regulatory agency or body.

3.09 Assets . Schedule 1.01 contains a true, complete and accurate list of all of the Assets, including (i) for vehicles and equipment comprising a portion of the Assets, a description of each vehicle or piece of equipment, the year of manufacture, the complete address of its location, the state of registration, and title registration number(s), the name of the Seller Entity owning each such Asset, and the name of the Seller Entity in which title for each such Asset is registered, respectively, and (ii) with respect to PropertySMART ^TM risk management program, a complete description of such program.

3.10 Stockholder Consent . RGA has obtained the written affirmative consent of no less than 66 2/3% of the stockholders of RGA in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby (“ RGA Stockholder Consent ”). A true and correct copy of the RGA Stockholder Consent has been delivered to the Purchaser. No stockholder of RGA has rescinded its consent or informed Seller that such stockholder intends to rescind its consent.

3.11 Absence of Undisclosed Information . Except as set forth on Schedule 3.11 of the Seller’s Disclosure Schedule, the Assets are not subject to (i) any liabilities or obligations of any nature, fixed or contingent, or any facts that might give rise to any such liabilities or obligations, which would materially adversely affect the Assets, or (ii) any liabilities or adverse claims against or relating to the Assets.

3.12 Personal Property Leases . None of the Assets are subject to a personal property, vehicle, equipment or other lease or contingent sale arrangement.

3.13 Taxes .

(a) Each Seller Entity has, on the Closing Date will have, (i) timely filed all returns, schedules and declarations (including any withholding and information returns) required to be filed by any jurisdiction to which any Seller Entity is or has been subject with respect to any Taxes (as defined below), all of which returns, schedules and declarations are, or will, when filed by the applicable filing date (including any extensions thereof), be true, complete, accurate and correct in all material respects, (ii) paid in full all Taxes due and payable (or claimed to be due and payable by any federal, state, local or foreign Taxing authority), including all taxes on the Assets, (iii) paid or finally settled all Tax deficiencies asserted or assessed against any Seller Entity, and (iv) made timely payments to the proper governmental authorities of the Taxes required to be deducted and withheld from the wages paid to its employees.

(b) No Seller Entity (i) is delinquent in the payment of any Tax, (ii) has been granted an extension of time to file any Tax return which has expired, or will expire, on or before the Closing Date without such return having been filed, and (iii) has granted to any other person or entity a power of attorney or similar authorization with respect to the settlement of its liability for Taxes.

(c) No deficiencies for any Tax has been claimed, proposed or assessed (whether or not finally or tentatively, orally or in writing), no requests for waivers of the time to assess any deficiency for any Taxes are pending, and there are no pending or threatened Tax audits, investigations or claims for or relating to (i) the assessment or collection of Taxes, or (ii) a claim for refund made with respect to Taxes previously paid. There are no matters under discussion or dispute with any governmental authorities with respect to Taxes that may have been raised, nor are there any issues Seller believes will be raised in the future, by any Taxing authority with respect to Taxes accruing on or prior to the Closing Date.

(d) There are, and as of the Closing Date there will be, no Liens for Taxes upon the Assets except for statutory Liens for Taxes not yet due and not delinquent. On the Closing Date, Purchaser will take title to the Assets free and clear of all Liens for Taxes except for statutory Liens for Taxes not yet due and not delinquent.

As used in this Agreement, “ Taxes ” (and all derivations thereof) means all federal, state, local and foreign income, sales, use, property, payroll and other taxes imposed by any governmental authority with respect to the ownership, operation, transfer or use of the Business or the Assets, or in any other way relating to the Business or the Assets.

3.14 Environmental Laws . To the best knowledge of each Seller Entity, neither any Seller Entity nor the Business is or has been (a) subject to any environmental hazards, risks, or liabilities, or (b) in violation of any federal, state or local statutes, regulations, laws or orders pertaining to environmental matters, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), as supplemented and amended, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and

Recovery Act, as amended (“ RCRA ”), 42 U.S.C. Section 6901, et seq.; the Federal Clean Air Act, 42 U.S.C. Section 7401, et seq.; the Federal Water Pollution Control Act, Federal Clean Water Act of 1977, 33 U.S.C. Section 1251, et seq.; Federal Hazardous Materials Transportation Act, 48 U.S.C. Section 1801, et seq.; Federal Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; and the Federal Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq. To the best knowledge of each Seller Entity, no Hazardous Substances (which for purposes of this Section 3.14 shall mean and include any hazardous or toxic substances, pollutants, contaminants, materials or wastes, including but not limited to those substances, pollutants, contaminants, materials and wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances pursuant to 40 CFR Part 302, or such substances, materials and wastes which are regulated under any federal environmental law or any applicable local or state environmental law, including without limitation CERCLA, ECRA, RCRA; toxic substances as defined under the Toxic Substance Control Act, 15 U.S.C. 2601, et seq.; or any of the following: hydrocarbons, petroleum and petroleum products, asbestos, polychlorinated biphenyls, formaldehyde, radioactive substances, flammables and explosives) have been and through the Closing Date will be, disposed of or released or discharged from or onto (including groundwater contamination) any Asset or any place where the Business has been operated or services have been provided by any Seller Entity in violation of any applicable environmental statute, regulation, or ordinance. To the best knowledge of each Seller Entity, neither any Seller Entity, nor any Affiliate of any Seller Entity has allowed any Hazardous Substances to be discharged, possessed, managed, processed, or otherwise handled in a manner which is in violation of applicable law, and each Seller Entity has complied and is compliant with all environmental laws applicable to the Assets. Neither any Seller Entity nor its Affiliates or agents have received any communication (written or oral) that alleges that any Seller Entity or the Business is not in compliance with all applicable environmental laws.

3.15 Full Disclosure . The information provided and to be provided by the Seller to Purchaser in this Agreement, in the Schedules attached hereto or in any other writing pursuant hereto does not and will not contain any untrue statement of a material fact and does not and will not omit to state a material fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not false or misleading. Copies of all statements, reports, documents and other materials heretofore or hereafter delivered or made available to the Purchaser pursuant hereto and thereto were or will be at the time of their delivery to the Purchaser true, complete and accurate copies of such statements, reports, documents and other materials.

3.16 Intellectual Property .

(a) The Seller (i) owns and has independently developed or acquired or (ii) has the valid right or license to all Seller IP Rights (as hereinafter defined) relating to the Assets. The Seller IP Rights are sufficient for the conduct of PropertySMART ^TM risk management program as it has been historically conducted in all material respects.

(b) Seller has not transferred ownership of any Intellectual Property that is or was Seller-Owned IP Rights and that relates or was related to the Assets to any third party or knowingly permitted Seller’s rights in any Intellectual Property that is or was Seller-Owned IP Rights to enter the public domain or, with respect to any Intellectual Property for which Seller has submitted an application or obtained a registration, lapse (other than through the expiration of registered Intellectual Property at the end of its maximum statutory term).

(c) Seller owns and has good and exclusive title to each item of Seller-Owned IP Rights and each item of Seller Registered Intellectual Property that comprises a portion of the Assets, free and clear of any Liens (other than non-exclusive licenses granted by Seller in the ordinary course of its business consistent with past practice on its standard form of customer agreement and on terms materially similar to such standard form). “ Seller Registered Intellectual Property ” means all United States, international and foreign: (i) patents and patent applications (including provisional applications); (ii) registered trademarks, applications to register trademarks, intent-to-use applications or other registrations or applications related to trademarks; (iii) registered Internet domain names; (iv) registered copyrights and applications for copyright registration; and (v) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with or recorded by any governmental authority owned by, registered or filed in the name of Seller. “ Third-Party Intellectual Property Rights ” means any Intellectual Property owned by a third party.

(d) Schedule 3.16 of the Seller Disclosure Schedule lists all Seller Registered Intellectual Property that comprises a portion of the Assets, including the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed or in which any other filing or recordation has been made.

(e) All registration, maintenance and renewal fees currently due in connection with each item of Seller Registered Intellectual Property have been paid and all documents, recordations an