Common use of Offering and Sale of the Units Clause in Contracts

Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on December 16, 2005; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until December 30, 2005. (b) Each Investor desiring to purchase Shares will be required to: (i) complete, execute, and deliver to you an executed copy of (a) a Subscription Agreement between such Investor and the Company, and (b) an Investor Questionnaire, in the form attached as Exhibit D hereto, and (ii) deliver to the Escrow Agent payment for such subscription in the form of a check payable to the order of "Home Solutions of America - Escrow Account" or a wire transfer of immediately available funds in the amount that such Investor desires to purchase as provided in the Escrow Agreement or as otherwise directed by you. Any payment you receive that does not conform to this requirement will be returned to an Investor by the end of the next business day following receipt. In the event funds are received by you, you shall hold all such Subscription Agreements and Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow Agreement. You shall promptly forward each executed Subscription Agreement received to the Company for acceptance or rejection together with a schedule setting forth the name and address of each subscriber and the amount received from each subscriber. The Company shall notify you of such acceptance or rejection within ten days of receipt of a Subscription Agreement. (c) In the event that acceptable subscriptions for 4,850,000 Units at the Offering Price (the "Minimum Units") shall not have been received and accepted by the Company by the Termination Date, all funds received from subscribers (if any) shall be returned in full, and your agency and this Agreement shall terminate without obligation on your part or on the part of the Company. (d) If, by the Termination Date or such earlier time as may be agreed upon by you and the Company, you have received subscriptions for the Minimum Units and such subscriptions have been accepted by the Company (in its sole discretion) and the other conditions to Closing the Offering of Units have been satisfied, you shall promptly notify the Company in writing of the aggregate amount of Units for which you have received subscriptions (the "Notice Date"). Payment of the purchase price for the Units for which you have found subscribers, and delivery, with respect to each subscriber for Units, of a copy of a Subscription Agreement signed by such subscriber (the "Closing"), shall then be made at such place and time as shall be agreed upon between you and the Company, no later than the fifth full business day after the Notice Date (the "Closing Date"). (e) As compensation for your services, the Company shall pay you a cash commission with respect to subscriptions received by you as to which the payments and deliveries provided for in this Section 4 are made at the Closing Date equal to 7.0% of the purchase price of each Unit purchased at the Closing. Such commission shall be paid to you on the Closing Date by bank wire transfer payable in immediately available funds. In addition, the Company agrees to reimburse you for your reasonable expenses in accordance with Section 6. (f) Neither you, the Company, nor any Additional Agent (as hereinafter defined) shall, directly or indirectly, pay or award any finder's fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units; provided, however, that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling the Units shall not be prohibited hereby. (g) You will prepare and file such statements and reports as are or may be required to enable the Units to be qualified for sale under the securities laws of such jurisdictions as you may designate. (h) As additional compensation, the Company will issue to you on the Closing Date a Common Stock purchase warrant (the "Placement Agent Warrant") in substantially the form attached hereto as Exhibit E granting you the right to purchase from the Company for a period commencing on the Closing Date and ending five years after the Closing Date, a number of shares of Common Stock equal to .00625 shares of Common Stock for each $1 of gross proceeds from the sale of Units in the Offering (but in no event more than 125,000 shares), at a per share purchase price equal to the Offering Price. (i) In connection with the Offering you will, to the extent within your control, conduct the Offering in accordance with the applicable provisions of the Act and Regulation D so as to preserve for the Company the exemption provided by Rule 506 of Regulation D. You agree not to offer or sell the Units by means of (a) any means of general solicitation, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting, whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the Units, you will have reasonable grounds to believe, and in fact believe, that each subscriber for Units is an Accredited Investor. You agree not to disclose any material nonpublic information regarding the Company to any subscriber except as such disclosure may be permitted pursuant to Regulation FD and is agreed to in advance by the Company. (j) In connection with the performance of your obligations under this Agreement, you may engage, for the account of the Company, the services of one or more broker‑dealers ("Additional Agents"), who are members of the NASD and who are acceptable to the Company, and, as compensation for their services, shall pay to such Additional Agents an amount to be negotiated between you and such Additional Agents. Such amount will be paid to the Additional Agents by you only out of the commissions received by you in respect of sales of Units as described in paragraph (e) of this Section 4, and the Company shall have no obligation to any Additional Agents respecting any such payment. The arrangements, if any, between the Company, you, and any Additional Agent shall be set forth in an Additional Agent Agreement ("Additional Agent Agreement"), which shall provide, among other things, that such Additional Agent shall be deemed to have agreed to the matters set forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as your agents, and you shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent Agreement.

Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are the Placement Agent is hereby appointed placement agent the Placement Agent of the Company Omnia Luo and Wentworth on an exclusive basis during the term herein specified (the "Offering Period") Period for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Wentworth (conditioned upon closing of the Company Exchange Agreement) at the $25,000 per Unit (“Offering Price through a private offering (the "Offering"Price”) to an unlimited number of "“accredited investors" ” (as such term is defined in Rule 501 of Regulation D) ("“Accredited Investors"”) pursuant to and in accordance with the Securities Act. The minimum subscription amount per subscriber will be $25,000 unless Omnia Luo agrees to accept a lesser amount. Subject to the performance by the Company Omnia Luo and Wentworth of all its their respective obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you the Placement Agent hereby accept accepts such agency and agree agrees on the terms and conditions herein set forth to use your its best efforts during the Offering Period to find subscribers for the Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on December 16, 2005; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until December 30, 2005. (b) Each Investor desiring to purchase Shares Units will be required to: (i) complete, execute, and deliver to you the Placement Agent an executed copy of (a) a Subscription Securities Purchase Agreement between such Investor and the Company, and (b) an Investor Questionnaire, in the form attached as Exhibit D heretoA hereto together with an Investor Questionnaire, and (ii) deliver to the Escrow Agent payment for such subscription purchase in the form of a check payable to the order of "Home Solutions of America - Escrow Account" or a wire transfer of immediately available funds in the amount that such the Investor desires to purchase as provided in accordance with the wire transfer instructions set forth in the Escrow Agreement or as otherwise directed by youSecurities Purchase Agreement. Any payment you receive received that does is not conform to this requirement accompanied or preceded by the required documentation will be returned to an Investor by the end of the next business day following receipt. In the event funds are received by you, you shall hold all such Subscription Agreements and Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow AgreementDocuments. You The Placement Agent shall promptly forward each executed Subscription Securities Purchase Agreement received to the Company Omnia Luo for acceptance or rejection rejection, together with a schedule setting forth the name and address of each subscriber and the amount received from each subscriber. The Company shall notify you Placement Agent acknowledges that Omnia Luo may limit its acceptance of subscriptions in any manner it deems prudent and may reject any subscription for any reason, and the Placement Agent agrees that any such acceptance or rejection within ten days of receipt of a Subscription Agreementsubscription obtained by the Placement Agent or by the Participating Agent shall be deemed not to be a sale made by the Placement Agent or by the Selected Dealers. (c) In the event that acceptable subscriptions for 4,850,000 $4,000,000 in aggregate principal amount of the Units at the Offering Price (the "“Minimum Units"Amount”) shall not have been received and accepted by the Company Placement Agent and accepted by Omnia Luo at the Termination Dateend of the Offering Period, all funds received from subscribers (if any) shall be returned in full, and your the Placement Agent’s agency and this Agreement shall terminate without any obligation on your their part or on the part of the CompanyOmnia Luo or Wentworth. (d) If, by If the Termination Date or such earlier time as may be agreed upon by you and the Company, you have Placement Agent has received subscriptions for the Minimum Units Amount and such subscriptions have been accepted by the Company Omnia Luo (in its sole discretion) and the other conditions to Closing of the Offering of Units have been satisfied, you the Placement Agent shall promptly notify the Company Omnia Luo in writing of the aggregate amount of Units for which you have the Placement Agent has received subscriptions (the "“Notice Date"”). Payment of the purchase price for the Units for which you have found subscribersUnits, and delivery, with respect to each subscriber for the Units, of a copy of a Subscription Securities Purchase Agreement signed by such subscriber (the "“Closing"”), shall then be made at such place and time as shall be agreed upon between you the Placement Agent and the CompanyOmnia Luo, no later than the fifth full business day after the Notice Date (the "“Closing Date"”). The Placement Agent shall use its commercial best efforts, subject to the terms and conditions of this Agreement, to expedite the occurrence of the Closing within 14 days following completion of the road show for the Offering. (e) As compensation for your the Placement Agent’s services, Omnia Luo will pay the Company shall pay you Placement Agent a cash commission fee (“Fee”) with respect to all subscriptions received by you as to which the payments and deliveries provided for in this Section 4 are made at the Closing Date equal to 7.07.75% of the purchase price of each Unit purchased at gross proceeds from the ClosingOffering. Such commission cash Fees shall be paid to you the Placement Agent, in immediately available funds, pursuant to a mutually agreeable disbursement schedule provided to Omnia Luo by the Placement Agent prior to the Closing Date. (f) [reserved] (g) In addition, Omnia Luo agrees to pay the Placement Agent a non-accountable expense allowance (“Allowance”) equal to 1.5% of the gross proceeds from the Offering. Omnia Luo has paid to the Placement Agent a $15,000 non-refundable advance against the Allowance prior to the date of this Agreement. Such Allowance (less any advance previously paid) shall be paid to the Placement Agent, on the Closing Date by bank wire transfer payable in immediately available funds. In addition, the Company agrees to reimburse you for your reasonable expenses in accordance with Section 6. (fh) Omnia Luo will pay all costs and expenses incurred by it related to the Offering and/or the performance of Omnia Luo’s obligations under this Agreement, including preparation and distribution of the Memorandum and related documentation, accounting fees, legal fees, experts’ fees, consultants’ fees, escrow fees, filing fees with the SEC and applicable states, any costs and expenses to qualify the Shares and Warrants for sale in any state, any all costs and expenses (including travel) for investor or road show presentations (the latter subject to budget or guidelines to be established by mutual agreement between it and the Placement Agent), and any and all costs and expenses incurred by the Placement Agent in connection with the preparation of closing books. Except for the specific roadshow and related travel expenses of Placement Agent set forth above, Omnia Luo shall not be responsible for any expenses of the Placement Agent or any Selected Dealers (as hereinafter defined) incurred in connection with the Offering, including, but without limitation, attorneys’ fee, operating expenses, travel expenses and other incidental expenses incurred by the Placement Agent or any Selected Dealers. (i) Neither youthe Placement Agent, the CompanyOmnia Luo, Wentworth nor any Additional Agent Selected Dealer (as hereinafter defined) shall, directly or indirectly, pay or award any finder's ’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units; provided, however, that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling the Units shall not be prohibited hereby. (g) You will prepare and file such statements and reports as are or may be required to enable the Units to be qualified for sale under the securities laws of such jurisdictions as you may designate. (hj) As additional compensation, the Company Wentworth will issue to you the Placement Agent or its designee on the Closing Date a Common Stock purchase warrant (the "Placement “Agent Warrant"Warrants”) in substantially the form attached hereto as Exhibit E C granting you such party the right to purchase from the Company Wentworth for a period commencing on after the Closing Date and ending five years after the Closing Date, a number of shares of Common Stock equal to .00625 10% of the number of the Shares purchased at the Closing. Such Agent Warrants shall be issued by Wentworth to the Placement Agent in accordance with the Placement Agent’s instructions, for an issue price of $.0001 per warrant. The Agent Warrants shall be exercisable at an exercise price equaling $1.5625 per share. Such Agent Warrants shall not be redeemable by Wentworth and may be exercised on a cashless or net-issuance basis. Wentworth hereby grants the same registration rights to the Placement Agent or its designees with respect to the shares of Common Stock for each $1 underlying the Agent Warrants as are granted to Investors with respect to the Warrants as set forth in this Agreement and the Common Stock issuable upon exercise of gross proceeds from the sale of Units Warrants shall be registered on the Initial Registration Statement (as defined in the Offering (but in no event more than 125,000 sharesRegistration Rights Agreement), at a per share purchase price equal subject to such cutback or registration priority provisions set forth the Offering PriceRegistration Rights Agreement. (ik) In connection with the Offering you Offering, the Placement Agent will, to the extent within your controlits control or subject to its oversight or supervision, conduct the Offering in accordance with the applicable provisions of the Securities Act and Regulation D so as to preserve for the Company Omnia Luo the exemption provided by Rule 506 of Regulation D. You agree The Placement Agent agrees not to offer or sell the Units by means of (ai) any means of general solicitation, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (bii) any seminar or meeting, whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the Units, you the Placement Agent will have reasonable grounds to believe, and in fact believe, that each subscriber for the Units is an Accredited Investor. You agree The Placement Agent agrees not to disclose any material nonpublic information regarding the Company Omnia Luo to any subscriber except as such disclosure may be permitted pursuant to Regulation FD and FD, or is included in the Memorandum, or is otherwise agreed to in writing in advance by the CompanyOmnia Luo. (jl) In connection with the performance of your its obligations under this Agreement, you the Placement Agent may engage, for the account of the CompanyOmnia Luo, the services of one or more broker‑dealers broker-dealers ("Additional Agents"), “Selected Dealers”) who are members of the NASD FINRA (as well as foreign broker-dealers who are not members of FINRA pursuant to FINRA Rule 2420) and who are acceptable to the CompanyOmnia Luo, and, as compensation for their services, shall pay to such Additional Agents Selected Dealers an amount to be negotiated between you the Placement Agent and such Additional AgentsSelected Dealers. Such amount will be paid to the Additional Agents Selected Dealers by you the Placement Agent only out of the commissions cash fees received by you in respect of sales of the Units as described in paragraph (e) of this Section 4, and the Company Omnia Luo shall have no obligation to any Additional Agents Selected Dealers respecting any such payment. The arrangements, if any, between the CompanyOmnia Luo, you, and any Additional Agent Selected Dealer shall be set forth in an Additional Agent Selected Dealer Agreement ("Additional Agent “Selected Dealer Agreement"”), which shall provide, among other things, that such Additional Agent Selected Dealer shall be deemed to have agreed to the matters set forth herein as if the Additional Agent Selected Dealer were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Selected Dealer Agreement shall be deemed to constitute the Additional AgentsSelected Dealers, if any, as your agentsagents of the Placement Agent, and you the Placement Agent shall not be liable to the Company Omnia Luo in respect of the performance by the Additional AgentsSelected Dealers, if any, of any representations, warranties or covenants of such Additional Agents Selected Dealers contained herein or in the Additional Selected Dealer Agreement, provided, however, that the Placement Agent Agreementshall have exercised reasonable care in its selection and monitoring of the activities of such Selected Dealers.

Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on December 16, 2005; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until December 30, 2005. (b) Each Investor person desiring to purchase Shares Units will be required to: (i) to complete, execute, and deliver to you the Placement Agents and the Company an executed copy of (a) a the Subscription Agreement between such Investor Purchaser and the Company, and (b) an Investor Questionnaire, in the form attached as Exhibit D hereto, and (ii) deliver to the Escrow Agent payment for such subscription in the form of a check payable to the order of "Home Solutions of America - Escrow Account" or a wire transfer of immediately available funds in the amount that such Investor desires to purchase as provided in the Escrow Agreement or as otherwise directed by you. Any payment you receive that does not conform to this requirement will be returned to an Investor by the end of the next business day following receipt. In the event funds are received by you, you shall hold all such Subscription Agreements and Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow Agreement. You shall promptly forward each executed Subscription Agreement received to the Company for acceptance or rejection together with a schedule setting forth the name and address of each subscriber and the amount received from each subscriber. The Company shall notify you of such acceptance or rejection within ten days of receipt of a Subscription Agreement. (c) In the event that acceptable subscriptions for 4,850,000 Units at the Offering Price (the "Minimum Units") shall not have been received and accepted by the Company by the Termination Date, all funds received from subscribers (if any) shall be returned in full, and your agency and this Agreement shall terminate without obligation on your part or on the part of the Company. (db) If, by the Termination Date or such earlier time as may be agreed upon by you and Upon the Company, you have received ’s acceptance of subscriptions for the Minimum Units and such subscriptions have been accepted by the Company (in its sole discretion) and the other conditions to Closing the Offering of Units have been satisfied), you shall promptly notify the Company in writing of the aggregate amount of Units for which you have received subscriptions (the "Notice Date"). Payment consummation of the purchase price for and sale of the Units for which you have found subscribers, and delivery, with respect to each subscriber for Units, of Purchaser (a copy of a Subscription Agreement signed by such subscriber (the "“Closing"”), shall then be made at on the date provided for in the Subscription Agreement between such place and time as shall be agreed upon between you Purchaser and the Company, no later than the fifth full business day after the Notice Date Company (the "a “Closing Date"”). (ec) As compensation The Company agrees: (i) to pay the Placement Agents on the initial Closing Date and on any subsequent Closing Date a cash placement fee (“Placement Agent Cash Fee”) of Seven (7%) percent of the gross proceeds of the sale of the Units subscribed for your servicesby Purchasers in the Offering on such Closing Date, and (ii) to issue to the Placement Agents (or their designees) warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock of the Company equal to 5% of the aggregate number of Units sold in the Offering on such Closing Date. The Placement Agents agree to allocate the Placement Agent Cash Fee and Placement Agent Warrants among themselves based upon the respective subscription amounts of Purchasers introduced by each of them, and to any other Agents, on terms negotiated and reflected in the applicable selected dealer agreements. Notwithstanding anything to the contrary, in the event that any Purchasers are introduced by the Company, the Company shall pay you a cash commission Placement Agent Cash Fee and the Placement Agent Warrants payable with respect to subscriptions received by you as such Purchasers shall be paid 50% to which each Placement Agent. The Placement Agent Warrants shall (A) have a term of five (5) years from the payments closing date of the Offering, (B) become transferable and deliveries provided for in this Section 4 are made at exercisable six months from the Closing Date closing of the Offering, (C) have an exercise price equal to 7.0125% of the purchase price of each Unit the Units purchased by Purchasers in the Offering and (D) include a cashless exercise right available in the event the Common Stock underlying such Placement Agent Warrants are not covered by an effective registration statement filed with the Commission at the Closingtime of such exercise, and shall otherwise comply with FINRA Conduct Rule 2710. Such commission The Company will also reimburse the Placement Agents, upon request, for (1) reasonable and documented expenses (with supporting invoices/receipts) including, without limitation, the costs of delivering the preliminary and final prospectuses to customers directly incurred in performing the services of Placement Agent for the Offering (“Out-of-Pocket Expenses”), up to a maximum of $20,000 per Agent and (2) legal fees and disbursements of the Placement Agents’ respective counsel, not to exceed $60,000 ($30,000 for each Placement Agent’s counsel). Xxxxxx Securities LLC acknowledges the prior receipt of $5,000 for its Out-of-Pocket Expenses and the receipt of $10,000 by its counsel, Xxxxxxx Xxxxxxxxx & Xxxxx LLP, in respect of its legal fees and disbursements. The Company shall be responsible for any costs and expenses associated with filings, applications or registrations with any governmental or regulatory body, including, without limitation, those associated with FINRA, any sales under “blue sky” laws, and the laws of the foreign countries in which the securities will be offered or sold that are required to be made by the Company. Fordham Financial Management, Inc.’s legal counsel, Xxxxx & Xxxxx, PLLC, shall act as “blue sky” counsel for a fixed fee of $20,000 (based on approximately 15 states to be qualified) plus disbursements approved by the Company. Xxxxx & Xxxxx shall provide the Company a list of checks to be produced in payment of such filing fees, which shall be provided by the Company promptly after request therefore and Xxxxx & Xxxxx shall also receive prior to the making of such filings, a $10,000 advance towards its fees. The respective balances of legal fees and disbursements due to Xxxxxxx Xxxxxxxxx & Xxxxx LLP and Xxxxx & Xxxxx, PLLC shall be paid to you on immediately upon (but only in the Closing Date by bank wire transfer payable in immediately available funds. In addition, event of) the Company agrees to reimburse you for your reasonable expenses in accordance with Section 6Closing. (fd) Neither you, the Company, Placement Agents nor any Additional Agent (as hereinafter defined) the Company shall, directly or indirectly, pay or award any finder's ’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units; provided, however, that the Agent’s fees and other normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling the Units shall not be prohibited hereby. (g) You will prepare and file such statements and reports as are or may be required to enable the Units to be qualified for sale under the securities laws of such jurisdictions as you may designate. (h) As additional compensation, the Company will issue to you on the Closing Date a Common Stock purchase warrant (the "Placement Agent Warrant") in substantially the form attached hereto as Exhibit E granting you the right to purchase from the Company for a period commencing on the Closing Date and ending five years after the Closing Date, a number of shares of Common Stock equal to .00625 shares of Common Stock for each $1 of gross proceeds from the sale of Units in the Offering (but in no event more than 125,000 shares), at a per share purchase price equal to the Offering Price. (i) In connection with the Offering you will, to the extent within your control, conduct the Offering in accordance with the applicable provisions of the Act and Regulation D so as to preserve for the Company the exemption provided by Rule 506 of Regulation D. You agree not to offer or sell the Units by means of (a) any means of general solicitation, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting, whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the Units, you will have reasonable grounds to believe, and in fact believe, that each subscriber for Units is an Accredited Investor. You agree not to disclose any material nonpublic information regarding the Company to any subscriber except as such disclosure may be permitted pursuant to Regulation FD and is agreed to in advance by the Company. (j) In connection with the performance of your obligations under this Agreement, you may engage, for the account of the Company, the services of one or more broker‑dealers ("Additional Agents"), who are members of the NASD and who are acceptable to the Company, and, as compensation for their services, shall pay to such Additional Agents an amount to be negotiated between you and such Additional Agents. Such amount will be paid to the Additional Agents by you only out of the commissions received by you in respect of sales of Units as described in paragraph (e) of this Section 4Placement Agents shall be responsible for all filings under FINRA Conduct Rule 2710, and the Company shall have no obligation to any Additional Agents respecting any such payment. The arrangements, if any, between pay the Company, you, and any Additional Agent shall be set forth filing fee in an Additional Agent Agreement ("Additional Agent Agreement"), which shall provide, among other things, that such Additional Agent shall be deemed to have agreed to the matters set forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as your agents, and you shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent Agreementconnection therewith.

Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are the Placement Agent is hereby appointed placement agent the Placement Agent of the Company Ever Leader and Applied Spectrum on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Applied Spectrum (conditioned upon closing of the Company Exchange Agreement) at the $25,000 per Unit ("Offering Price Price") through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Securities Act. The minimum subscription amount will be $25,000 unless Ever Leader agrees to accept a lesser amount. Subject to the performance by the Company Ever Leader and Applied Spectrum of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you the Placement Agent hereby accept accepts such agency and agree agrees on the terms and conditions herein set forth to use your its best efforts during the Offering Period to find subscribers for the Units at the Offering Price. Your The Placement Agent's agency hereunder, which is terminable as provided in Section 1111 hereof, shall terminate at 11:59 p.m., New York time, on December 16the earlier to occur of (i) November 30, 2005; provided2006, however, that such if the fifteen calendar day extension of the termination date has not been granted by the mutual agreement of Ever Leader and the Placement Agent on or prior to such date or (ii) December 15, 2006 (the "Termination Date") may be extended by mutual written agreement of the parties until December 30, 2005). (b) Each Investor desiring to purchase Shares Units will be required to: (i) complete, execute, and deliver to you the Placement Agent an executed copy of (a) a Subscription Securities Purchase Agreement between such Investor and the Company, and (b) an Investor Questionnaire, in the form attached as Exhibit D heretoA hereto together with an Investor Questionnaire, and (ii) deliver to the Escrow Agent payment for such subscription purchase in the form of a check payable to the order of "Home Solutions of America - Escrow Account" or a wire transfer of immediately available funds in the amount that such the Investor desires to purchase as provided in accordance with the wire transfer instructions set forth in the Escrow Agreement or as otherwise directed by youSecurities Purchase Agreement. Any payment you receive received that does not conform to this requirement will be returned to an Investor by the end of the next business day following receipt. In the event funds are received by youthe Placement Agent, you such party shall hold all such Subscription Agreements and Investor Questionnaires signature pages to the Securities Purchase Agreement for safekeeping and immediately forward all such funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow AgreementDocuments. You The Placement Agent shall promptly forward each executed Subscription Securities Purchase Agreement received to the Company Ever Leader for acceptance or rejection rejection, together with a schedule setting forth the name and address of each subscriber and the amount received from each subscriber. The Company shall notify you of such acceptance or rejection within ten days of receipt of a Subscription Agreement. (c) In the event that acceptable subscriptions for 4,850,000 $10,000,000 in aggregate principal amount of the Units at the Offering Price (the "Minimum UnitsAmount") shall not have been received and accepted by the Company Placement Agent by the Termination Date, all funds received from subscribers (if any) shall be returned in full, and your the Placement Agent's agency and this Agreement shall terminate without obligation on your their part or on the part of the CompanyEver Leader or Applied Spectrum. (d) If, by the Termination Date or such earlier time as may be agreed upon by you the Placement Agent and Ever Leader, the Company, you have Placement Agent has received subscriptions for the Minimum Units Amount and such subscriptions have been accepted by the Company Ever Leader (in its sole discretion) and the other conditions to Closing of the Offering of Units have been satisfied, you the Placement Agent shall promptly notify the Company Ever Leader in writing of the aggregate amount of Units for which you have the Placement Agent has received subscriptions (the "Notice Date"). Payment of the purchase price for the Units for which you have found subscribersUnits, and delivery, with respect to each subscriber for the Units, of a copy of a Subscription Securities Purchase Agreement signed by such subscriber (the "Closing"), shall then be made at such place and time as shall be agreed upon between you the Placement Agent and the CompanyEver Leader, no later than the fifth full business day after the Notice Date (the "Closing Date"). (e) As compensation for your the Placement Agent's services, Ever Leader will pay the Company shall pay you Placement Agent a cash commission fee ("Fee") with respect to all subscriptions received by you as to which the payments and deliveries provided for in this Section 4 are made at the Closing Date equal to 7.07.5% of the purchase price of each Unit purchased at gross proceeds from the ClosingOffering. Such commission cash Fees shall be paid to you the Placement Agent, in immediately available funds, pursuant to a mutually agreeable disbursement schedule provided to Ever Leader by the Placement Agent prior to the Closing Date. (f) As compensation for the Placement Agent's services, Applied Spectrum will also pay the Placement Agent a cash fee ("Warrant Solicitation Fee") with respect to the exercise, in whole or in part, of any Warrant equal to 3.0% of the total exercise price of the Common Stock issued in such exercise of such Warrant. Such cash Warrant Solicitation Fees shall be paid to the Placement Agent, in immediately available funds, within three (3) business days following receipt, directly or indirectly, by Applied Spectrum, of any cash or other proceeds from the exercise of such Warrant. (g) In addition, Ever Leader agrees to pay the Placement Agent a non-accountable expense allowance ("Allowance") equal to 1.5% of the gross proceeds from the Offering. Ever Leader will pay the Placement Agent a $20,000 non-refundable advance against the Allowance at the time the Offering is commenced. Such Allowance (less any advance previously paid) shall be paid to the Placement Agent, on the Closing Date by bank wire transfer payable in immediately available funds. In addition, the Company agrees to reimburse you for your reasonable expenses in accordance with Section 6. (fh) Ever Leader will pay all costs and expenses related to the Offering and/or the performance of Ever Leader's obligations under this Agreement, including preparation and distribution of the Memorandum and related documentation, accounting fees, legal fees, experts' fees, consultants' fees, escrow fees, filing fees with the SEC and applicable states, any costs and expenses to qualify the Shares and Warrants for sale in any state, any all costs and expenses for investor or road show presentations, any and all costs and expenses incurred by the Placement Agent in connection with the preparation of closing books and post-Closing expenses. Except for the specific expenses of Placement Agent set forth above, Ever Leader shall not be responsible for any expenses of the Placement Agent or any Selected Dealers (as hereinafter defined) incurred in connection with the Offering, including, but without limitation, attorneys' fee, operating expenses, travel expenses and other incidental expenses incurred by the Placement Agent or any Selected Dealers. (i) Neither youthe Placement Agent, the CompanyEver Leader, Applied Spectrum nor any Additional Agent Selected Dealer (as hereinafter defined) shall, directly or indirectly, pay or award any finder's fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units; provided, however, that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling the Units shall not be prohibited hereby. (g) You will prepare and file such statements and reports as are or may be required to enable the Units to be qualified for sale under the securities laws of such jurisdictions as you may designate. (hj) As additional compensation, the Company Applied Spectrum will issue to you the Placement Agent or its designee on the Closing Date a Common Stock purchase warrant (the "Placement Agent WarrantWarrants") in substantially the form attached hereto as Exhibit E C granting you such party the right to purchase from the Company Applied Spectrum for a period commencing on after the Closing Date and ending five years after the Closing Date, a number of shares of Common Stock equal to .00625 10% of the number of the Shares purchased at the Closing. Such Agent Warrants shall be issued by Applied Spectrum to the Placement Agent in accordance with the Placement Agent's instructions, for an issue price of $0.001 per warrant. The Agent Warrants shall be exercisable at an exercise price equaling $0.555 per share. Such Agent Warrants shall not be redeemable by Applied Spectrum and may be exercised on a cashless or net-issuance basis. Applied Spectrum hereby grants the same registration rights to the Placement Agent or its designees with respect to the shares of Common Stock for each $1 underlying the Agent Warrants as are granted to Investors with respect to the Warrants as set forth in this Agreement and the Common Stock issuable upon exercise of gross proceeds from the sale of Units Warrants shall be registered on the Initial Registration Statement (as defined in the Offering (but in no event more than 125,000 sharesRegistration Rights Agreement), at a per share purchase price equal to the Offering Price. (ik) In connection with the Offering you Offering, the Placement Agent will, to the extent within your its control, conduct the Offering in accordance with the applicable provisions of the Securities Act and Regulation D so as to preserve for the Company Ever Leader the exemption provided by Rule 506 of Regulation D. You agree The Placement Agent agrees not to offer or sell the Units by means of (ai) any means of general solicitation, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (bii) any seminar or meeting, whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the Units, you the Placement Agent will have reasonable grounds to believe, and in fact believe, that each subscriber for the Units is an Accredited Investor. You agree The Placement Agent agrees not to disclose any material nonpublic information regarding the Company Ever Leader to any subscriber except as such disclosure may be permitted pursuant to Regulation FD and FD, is included in the Memorandum or other written information provided to the Placement Agent by Ever Leader, or is otherwise is agreed to in advance by the CompanyEver Leader. (jl) In connection with the performance of your its obligations under this Agreement, you the Placement Agent may engage, for the account of the CompanyEver Leader, the services of one or more broker‑dealers broker-dealers ("Additional AgentsSelected Dealers"), ) who are members of the NASD and who are acceptable to the CompanyEver Leader, and, as compensation for their services, shall pay to such Additional Agents Selected Dealers an amount to be negotiated between you the Placement Agent and such Additional AgentsSelected Dealers. Such amount will be paid to the Additional Agents Selected Dealers by you the Placement Agent only out of the commissions cash fees received by you in respect of sales of the Units as described in paragraph (e) of this Section 4, and the Company Ever Leader shall have no obligation to any Additional Agents Selected Dealers respecting any such payment. The arrangements, if any, between the CompanyEver Leader, you, and any Additional Agent Selected Dealer shall be set forth in an Additional Agent Selected Dealer Agreement ("Additional Agent Selected Dealer Agreement"), which shall provide, among other things, that such Additional Agent Selected Dealer shall be deemed to have agreed to the matters set forth herein as if the Additional Agent Selected Dealer were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Selected Dealer Agreement shall be deemed to constitute the Additional AgentsSelected Dealers, if any, as your agentsagents of the Placement Agent, and you the Placement Agent shall not be liable to the Company Ever Leader in respect of the performance by the Additional AgentsSelected Dealers, if any, of any representations, warranties or covenants of such Additional Agents Selected Dealers contained herein or in the Additional Agent Selected Dealer Agreement.

Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on December 16January 13, 20052006; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until December 30February 28, 20052006. (b) Each Investor desiring to purchase Shares Units will be required to: (i) complete, execute, and deliver to you an executed copy of (a) a Subscription Agreement between such Investor and the Company, and (b) an Investor Questionnaire, in the form attached as Exhibit D hereto, and (ii) deliver to the Escrow Agent payment for such subscription in the form of a check payable to the order of "Home Solutions of America SiriCOMM, Inc. - Escrow Account" or a wire transfer of immediately available funds in the amount that such Investor desires to purchase as provided in the Escrow Agreement or as otherwise directed by you. Any payment you receive that does not conform to this requirement will be returned to an Investor by the end of the next business day following receipt. In the event funds are received by you, you shall hold all such Subscription Agreements and Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent. The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow Agreement. You shall promptly forward each executed Subscription Agreement received to the Company for acceptance or rejection together with a schedule setting forth the name and address of each subscriber and the amount received from each subscriber. The Company shall notify you of such acceptance or rejection within ten days of receipt of a Subscription Agreement. (c) In the event that acceptable subscriptions for 4,850,000 $2,300,000 in Units at the Offering Price (the "Minimum UnitsInvestment") shall not have been received and accepted by the Company by the Termination Date, all funds received from subscribers (if any) shall be returned in full, and your agency and this Agreement shall terminate without obligation on your part or on the part of the Company. (d) If, by the Termination Date or such earlier time as may be agreed upon by you and the Company, you have received subscriptions for the Minimum Units Investment and such subscriptions have been accepted by the Company (in its sole discretion) and the other conditions to Closing the Offering of Units have been satisfied, you shall promptly notify the Company in writing of the aggregate amount of Units for which you have received subscriptions (the "Notice Date"). Payment of the purchase price for the Units for which you have found subscribers, and delivery, with respect to each subscriber for Units, of a copy of a Subscription Agreement signed by such subscriber (the "Closing"), shall then be made at such place and time as shall be agreed upon between you and the Company, no later than the fifth full business day after the Notice Date (the "Closing Date"). (e) As compensation for your services, the Company shall pay you a cash commission of 5% of the purchase price of each Unit purchased at the Closing and an advisory fee equal to 2% of the purchase price of each Unit purchased at the Closing with respect to subscriptions received by you as to which the payments and deliveries provided for in this Section 4 are made at the Closing Date equal to 7.0% of the purchase price of each Unit purchased at the ClosingDate. Such commission and advisory fee shall be paid to you on the Closing Date by bank wire transfer payable in immediately available funds. In addition, the Company agrees to reimburse you for your reasonable expenses in accordance with Section 6. (f) Neither you, the Company, nor any Additional Agent (as hereinafter defined) shall, directly or indirectly, pay or award any finder's fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units; provided, however, that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling the Units shall not be prohibited hereby. (g) You will prepare and file such statements and reports as are or may be required to enable the Units to be qualified for sale under the securities laws of such jurisdictions as you may designate. (h) As additional compensation, the Company will issue to you on the Closing Date a Common Stock purchase warrant (the "Placement Agent Warrant") in substantially the form attached hereto as Exhibit E granting you the right to purchase from the Company for a period commencing on the Closing Date and ending five years after the Closing Date, a number of 233,755 shares of Common Stock equal to .00625 shares of Common Stock for each $1 of gross proceeds from the sale of Units in the Offering (but in no event more than 125,000 shares), at a per share purchase price equal to the Offering Price. (i) In connection with the Offering you will, to the extent within your control, conduct the Offering in accordance with the applicable provisions of the Act and Regulation D so as to preserve for the Company the exemption provided by Rule 506 of Regulation D. You agree not to offer or sell the Units by means of (a) any means of general solicitation, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting, whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the Units, you will have reasonable grounds to believe, and in fact believe, that each subscriber for Units is an Accredited Investor. You agree not to disclose any material nonpublic information regarding the Company to any subscriber except as such disclosure may be permitted pursuant to Regulation FD and is agreed to in advance by the Company. (j) In connection with the performance of your obligations under this Agreement, you may engage, for the account of the Company, the services of one or more broker‑dealers broker-dealers ("Additional Agents"), who are members of the NASD and who are acceptable to the Company, and, as compensation for their services, shall pay to such Additional Agents an amount to be negotiated between you and such Additional Agents. Such amount will be paid to the Additional Agents by you only out of the commissions and fees received by you in respect of sales of Units as described in paragraph (e) of this Section 4, and the Company shall have no obligation to any Additional Agents respecting any such payment. The arrangements, if any, between the Company, you, and any Additional Agent shall be set forth in an Additional Agent Agreement ("Additional Agent Agreement"), which shall provide, among other things, that such Additional Agent shall be deemed to have agreed to the matters set forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as your agents, and you shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent Agreement.