TRANSITION SERVICES AGREEMENT

Exhibit 10.2

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

by and among

FCC FINANCE LLC,

FIRST CONSUMER CREDIT, INC.,

U.S. REMODELERS, INC.,

and

U.S. HOME SYSTEMS, INC.

Dated as of October 2, 2007

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) dated as of October 2, 2007, is entered into by and among FCC FINANCE LLC, a Delaware limited liability company (“ Purchaser ”), FIRST CONSUMER CREDIT, INC., a Texas corporation (“ Seller ”), U.S. REMODELERS, INC., a Delaware corporation (“ USRI ”), and U.S. HOME SYSTEMS, INC., a Delaware corporation (“ Parent ”).

STATEMENT OF PURPOSE

WHEREAS , Purchaser, Parent and Seller are parties to that certain Asset Purchase Agreement, dated as of October 2, 2007 (the “ Asset Purchase Agreement ”), pursuant to which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, the Assets on the terms and conditions set forth therein;

WHEREAS , as a condition to consummating the transactions contemplated by the Asset Purchase Agreement, Purchaser, Seller and Parent agreed to enter into, and to cause USRI to enter into, this Agreement pursuant to which Parent, Seller and USRI will provide certain services to Purchaser in order to ensure an orderly transition of Seller’s business to Purchaser in accordance with the terms and subject to the conditions set forth herein;

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

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms . Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as in the Asset Purchase Agreement.

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ Agreement ” means this Transition Services Agreement, together with each of the schedules hereto.

“ Breaching Party ” has the meaning given to such term in Section 7.01(a) .

“ Information ” of a Person means any and all information relating to such Person’s business, including such Person’s products, processes, trade secrets, know-how, designs, formulas, methods, samples, media and/or cell lines, developmental or experimental work, improvements, discoveries, plans for research, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees of such Person.

“ Information Systems ” means computing, telecommunications or other electronic operating or processing systems or environments, including computer programs, data, databases,

computers, computer libraries, communications equipment, networks and systems. When referenced in connection with Services, Information Systems shall mean the Information Systems accessed and/or used in connection with the Services.

“ Non-breaching Party ” has the meaning set forth in Section 7.01(a) .

“ Other Costs ” has the meaning set forth in Section 4.01(b) .

“ Parent Indemnified Party ” has the meaning set forth in Section 5.02 .

“ Parent Services Manager ” has the meaning given to such term in Section 3.05(a) .

“ Parties ” means Parent, Seller, USRI and Purchaser.

“ Purchaser Indemnified Party ” has the meaning set forth in Section 5.01 .

“ Purchaser Services Manager ” has the meaning given to such term in Section 3.05(b) .

“ Representative(s) ” of a Person means any member, manager, director, officer, employee, agent, consultant, accountant, auditor, attorney or other representative of such Person.

“ Service(s) ” has the meaning given such term in Section 2.01(a) .

“ Service Charges ” has the meaning set forth in Section 4.01(a) .

“ Service Termination Date ” in respect of any Service shall mean the date specified for such Service in the relevant Schedules, or such other date as provided in this Agreement.

“ Third Party ” means any Person other than the Parties and Seller.

ARTICLE II

SERVICES AND TERMS

SECTION 2.01. Services . During the period commencing on the date hereof and ending on the applicable Service Termination Date, subject to the terms and conditions set forth in this Agreement, (a) Parent, Seller or USRI, as applicable, shall jointly and severally provide or cause to be provided to Purchaser each of the services listed in Schedules A through C , including all reasonably related ancillary services historically provided to Seller by Parent’s, USRI’s or Seller’s employees (collectively, the “ Services ”). Each of Parent, USRI and Seller shall retain and maintain personnel, resources and capabilities sufficient to allow it to perform the Services and its obligations under this Agreement.

SECTION 2.02. Custom Modifications . The Services shall include, and the Service Charges reflect all charges for such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by Parent or USRI to Seller and its other affiliates that receive such Services. If Purchaser requests that Parent, Seller or USRI provide a custom modification in connection with any Service, Parent may, but shall not be obligated to, provide such custom modification. Purchaser shall be responsible for the cost of any such custom modification.

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SECTION 2.03. Changes to Services . Parent, Seller or USRI may make changes from time to time in the manner of performing the Services if (i) Parent, Seller or USRI is making similar changes in performing analogous services for itself, (ii) Parent, Seller or USRI furnishes to Purchaser substantially the same notice (in content and timing) as Parent shall furnish to its own organization respecting such changes and (iii) such changes do not result in a degradation in the quality or sufficiency of the services received. No such change shall affect the Service Charges for the applicable Service unless the Parties otherwise agree.

SECTION 2.04. Cooperation . If (i) there is nonperformance of any Service as a result of an event described in Section 7.04 or (ii) the provision of a Service would violate applicable Law, the Parties agree to work together in good faith to arrange for an alternative means by which the Purchaser may obtain the Services so affected.

ARTICLE III

PERFORMANCE AND RECEIPT OF SERVICES; STANDARDS

SECTION 3.01. Standard for Services .

(a) Except as otherwise provided in this Agreement (including in any Schedule hereto), from the date hereof until the applicable Service Termination Date, Parent, Seller and USRI agree to perform all Services in a manner such that the nature, quality, standard of care, timeliness and service levels of or at which such Services are performed are substantially similar to the nature, quality, standard of care, timeliness and service levels of or at which such Services were performed by or on behalf of Parent, Seller or USRI prior to the date hereof in the ordinary course of business.

(b) Parent, Seller and USRI shall, and shall cause their respective affiliates to, perform its duties and responsibilities hereunder in good faith and based on its past practices.

(c) Parent, Seller and USRI and Purchaser shall exercise reasonable care in providing and receiving the Services to (i) prevent access to the Services or Information Systems by unauthorized Persons and (ii) not damage, disrupt or interrupt the Services or Information Systems.

SECTION 3.02. Compliance with Laws . Nothing in this Agreement shall require Parent, Seller or USRI to perform or cause to be performed any Service or Purchaser to receive any Service in a manner that would constitute a violation of applicable Law.

SECTION 3.03. Transitional Nature of Services . The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from Parent, Seller or USRI to Purchaser.

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SECTION 3.04. Use of Third Parties to Provide Services . Parent, Seller or USRI may perform its obligations through its subsidiaries or, if Parent, Seller or USRI is obtaining analogous services for itself from agents, subcontractors or independent contractors, Parent may perform its obligations hereunder through the use of such agents, subcontractors or independent contractors, if Parent, Seller or USRI furnishes to Purchaser substantially the same notice (in content and timing) as Parent, Seller or USRI shall furnish to its own organization respecting such use of Third Parties. If Parent, Seller or USRI is not obtaining analogous services for itself from Third Parties, Parent, Seller or USRI may perform its obligations hereunder through the use of agents, subcontractors or independent contractors only upon obtaining the prior written consent of Purchaser. Notwithstanding the foregoing, Parent, Seller or USRI shall not be relieved of their obligations under this Agreement by use of such subsidiaries, agents, subcontractors or contractors. Delegation of performance of any Service by Parent, Seller or USRI in accordance with this Section 3.04 shall not affect the Service Charges for the applicable Service.

SECTION 3.05. Designation of Services Manager .

(a) Parent Services Manager . Parent will designate a dedicated services manager (the “ Parent Services Manager ”) who will be directly responsible for coordinating and managing the delivery of the Services and will have authority to act on Parent’s, Seller’s and USRI’s behalf with respect to the Services. The Parent Services Manager will work with the Purchaser Services Manager to address Purchaser’s issues and the Parties’ relationship under this Agreement.

(b) Purchaser Services Manager . Purchaser will designate a dedicated services account manager (the “ Purchaser Services Manager ”) who will be directly responsible for coordinating and managing the receipt of the Services by Purchaser and will have authority to act on Purchaser’s behalf with respect to the Services. The Purchaser Services Manager will work with the Parent Services Manager to address Parent’s, Seller’s and USRI’s issues and the Parties’ relationship under this Agreement.

ARTICLE IV

BILLING; TAXES

SECTION 4.01. Service Charges and Other Costs; Payments .

(a) Purchaser shall pay Seller (or its designee) an amount with respect to each Service provided hereunder (individually, a “