AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.16

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (the “Amendment”) to AGREEMENT AND PLAN OF MERGER dated October 16, 2002 (the “Agreement”) is entered into on this 30^th day of November, 2002 by and between DECK AMERICA, INC., a Virginia company (“DAI”), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the “Shareholders”), U.S. HOME SYSTEMS, INC., a Delaware corporation (the “Parent”) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the “Sub”) and a wholly-owned subsidiary of Parent.

The parties hereto agree to amend the Agreement as follows:

A.     Section 2.7 Closing. The date of November 30, 2002 in Section 2.7 of the Agreement is changed to December 6, 2002.

B.     Section 5.2(c) Covenants of DAI and Shareholders – Standstill. The date of November 30, 2002 in Section 5.2(c) of the Agreement is changed to December 6, 2002.

C.     Section 10.1 Termination. The date of November 30, 2002 in Section 10.1 of the Agreement is changed to December 6, 2002.

All other terms, conditions and agreements in the Agreement shall continue to remain in full force and effect.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute a single instrument. The parties acknowledge that delivery of executed counterparts of this Amendment may be effected by a facsimile transmission or other comparable means.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

		DAI:
		DECK AMERICA, INC., a Virginia company
		By:		Xxxxxx X. Xxxxx, President
		Address:		0000 Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000

		SHAREHOLDERS:
		Xxxxxx X. Xxxxx
		Address:		000 Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxxxxx, Xxxxxxxx 00000
		Xxxxxx X. Xxxxxxxxxx
		Address:		0000 Xxxxx Xxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxx 00000
		Xxxxxx X. Xxxxxx
		Address:		0000 Xxxxx 00xx Xxxxxx X.X. Xxx 000 Xxxxxxx Xx Xxxxx, Xxxxxxxxx 00000
		Xxxxxx X. Xxxxx
		Address:		00000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000
		Osmose, Inc.
		By:
		Name:
		Its:
		Address:		000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxx Xxxx 00000

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER — Page 2

		SUB:
		REMODELERS CREDIT CORPORATION, a Delaware company
		By:		U.S. HOME SYSTEMS, INC., its sole Shareholder Name:     Xxxxxx X. Xxxxx Its:         President
		Address:		000 Xxxxx Xxxxxxx 000 Xxxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000
		PARENT:
		U.S. HOME SYSTEMS, INC., a Delaware corporation
		By:
		Name: Its:		Xxxxxx X. Xxxxx President
		Address:		000 Xxxxx Xxxxxxx 000 Xxxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxx 00000

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER — Page 3