FIRST AMENDMENT TO STOCK OPTION AGREEMENT

FIRST AMENDMENT TO
STOCK OPTION AGREEMENT

             This First Amendment to Stock Option Agreement (the "First Amendment") is dated as of March 15, 2003, by and between Home Solutions of America, Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxxx (the "Optionee").

            WHEREAS, the Company and the Optionee entered into that certain Stock Option Agreement dated December 27, 2001, to be effective as of October 3, 2000 (the "Agreement"), whereby the Optionee was granted stock options under the Company's 1998 Stock Option Plan;

            WHEREAS, the Optionee and the Company desire to amend the Agreement as set forth herein, in order to modify the vesting period of certain stock options of the Company that were granted to the Optionee in the Agreement;

            NOW THEREFORE, the parties hereto agree as follows:

            1.    The paragraph entitled "Vesting Schedule" on the first page of the Agreement is hereby deleted and replaced in its entirety with the following sentence:

"Vesting Schedule:  This Option shall be fully vested and exercisable as to all of the Shares available for purchase hereunder effective as of March 15, 2003."

            2.    Except as expressly amended hereby, the Agreement remains in full force and effect.  Capitalized terms that are not defined herein shall have the same meaning assigned to them in the Agreement.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

            This First Amendment to Stock Option Agreement may be executed in one or more identical counterparts, including by facsimile signature, each of which shall be deemed to be an original and all of which together shall be deemed to be one instrument.

                                                            COMPANY:

                                                            HOME SOLUTIONS OF AMERICA, INC.

                                                            By: ______________________________________ 

                                                            Name:     R. Xxxxxx Xxxxx                                           

                                                            Title:       Chief Executive Officer                                    

                                                            OPTIONEE:

                                                            __________________________________________
                                                            Xxxxx X. Xxxxxxxx

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