Exhibit 10.8



















 
AMENDMENT NO. 1 AND WAIVER




This Amendment
No. 1 and Waiver (this "Amendment"), dated as of November 8, 2004, is
entered into by and between HOME SOLUTIONS OF AMERICA, INC., a Delaware
corporation (the "Company"), and LAURUS MASTER FUND,
LTD., a Cayman Islands company ("Laurus"), for the purpose of
amending the terms of (i) the Security Agreement, dated as of January 22,
2004, by and between the Company and Laurus (as amended, modified or
supplemented from time to time, the "Securities Purchase Agreement"),
(ii) the Secured Convertible Minimum Borrowing Note, dated January 22, 2004 (as
amended, modified or supplemented from time to time, the "Minimum
Borrowing Note") issued by the Company pursuant to the Security Agreement,
and (iii) the Registration Rights Agreement by and between the Company and
Laurus, dated as of January 22, 2004 (as amended, modified or supplemented from
time to time, the "Registration Rights Agreement" and, together
with the Security Agreement and the Minimum Borrowing Note, the "Loan Documents"). 
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Security Agreement.




WHEREAS, the
Company and Laurus have agreed to make certain changes to the Loan Documents as
set forth herein; and




WHEREAS,
Laurus has agreed to waive that certain event consisting of  the failure by the
Company to comply with Section 8 of the Security Agreement prior to the date
hereof (the "Existing Non-Compliance")  and, in consideration therefore, the
receipt of which is hereby acknowledged, the Company has agreed to issue an
additional common stock purchase warrant to Laurus to purchase up to 50,000
shares of the Common Stock of the Company (the "New Warrant"); 




            NOW, THEREFORE, in
consideration of the above, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


1.       Section 2.2 of the Minimum Borrowing Note is hereby amended by deleting
the said Section in its entirety and inserting the following new Section 2.2 in
lieu thereof:




         "2.2 Fixed
Conversion Price.  For purposes hereof, subject to Section 3.5 hereof, the
"Fixed Conversion Price" shall mean: (i) with respect to the first
$1,000,000 principal amount of this Note converted pursuant to the terms hereof
(and all interest and fees related thereto), $1.35 (no antidilution adjustment
shall be made to such portion of the Fixed Conversion Price in respect of any
dilution events occurring during the period of January 23, 2004 through the
date of this Amendment), and (ii) with respect to the remaining principal
amount of this Note converted pursuant to the terms hereof (and all interest
and fees related thereto), $1.88." 




 
























            2.         The
Company hereby agrees to, on or prior to November 30, 2004, file a Rule 424(b) supplement
(the "Post-Effective Supplement") to its Registration Statement with the
Securities and Exchange Commission (the "SEC") relating to the Minimum
Borrowing Note and the warrants issued in connection therewith (the "Existing
Registration Statement"), which Post-Effective Supplement stating the Fixed
Conversion Price applicable to the Minimum Borrowing Note, after giving effect
to the amendment set forth in Section 1 of this Amendment. .




            3.         Laurus and the Company hereby agree
that as promptly as practicable following receipt by Laurus of confirmation by
the Securities and Exchange Commission that the Existing Registration Statement
is effective after giving effect to this Amendment or remains effective after
giving effect to the filing by the Company of the Post Effective Supplement,
Laurus shall convert into Common Stock of the Company, outstanding Obligations
of the Company in an amount equal to $150,000 (to be applied first against the
interest and then principal portions of such outstanding Obligations), at a
conversion price of $1.35 per share.    Laurus and the Company hereby agree
that, notwithstanding any prior agreement to the contrary, the shares of Common
Stock underlying the New Warrant shall be registered in the Company's next
registration statement on Form S-3 (or such other appropriate form, excluding a
Form S-8); provided, however, that the Company shall register such shares
immediately upon the written demand from Laurus if registration does not occur
on or before July 15, 2005. 




4.     Laurus hereby waives any Event of Default that may have occurred in connection
with the Existing Non-Compliance, and any potential fees associated with any
such Existing Non-Compliance.  Furthermore, Laurus hereby represents that it
does not know of any Event of Default that has occurred and is continuing on
the date hereof (after giving effect to this Amendment).  




5.       Section 8(a) of the Security Agreement is hereby deleted and the
following new Section 8(a) is hereby inserted in lieu thereof:

                        "(a) Company will, and will cause each of
its Subsidiaries to, irrevocably direct all of its present and future Account
Debtors and other Persons obligated to make payments constituting Collateral to
make such payments directly to the lockbox maintained by Company and/or such
Subsidiary, as applicable (the "Lockbox") with North Fork Bank or such other
financial institution accepted by Laurus in writing as may be selected by
Company (the "Lockbox Bank") pursuant to the terms of the certain agreements to
be entered into by the Lockbox Bank, the Company and/or Laurus, which
agreements shall be acceptable to Laurus.  On or prior to December 13, 2004,
Company shall and shall cause its Subsidiaries and the Lockbox Bank to, enter
into all such documentation acceptable to Laurus pursuant to which, among other
things, the Lockbox Bank agrees to:  (a) sweep the Lockbox on a daily basis and
deposit all checks received therein to an account designated by Laurus in
writing and (b) comply only with the instructions or other directions of Laurus
concerning the Lockbox.  All of Company's and its Subsidiaires' invoices,
account statements and other written or oral communications directing,
instructing, demanding or requesting payment of any Account of Company or any
of its Subsidiaries or any other amount constituting Collateral shall
conspicuously direct that all payments be made to the Lockbox or such other
address as Laurus may direct in writing.  If, notwithstanding the instructions
to Account Debtors, Company or any of its Subsidiaires receives any payments,
Company or such Subsidiary, as the case may be, shall immediately remit such
payments to Laurus in their original form with all necessary endorsements. 
Until so remitted, Company or such Subsidiary, as the case may be, shall hold
all such payments in trust for and as the property of Laurus and shall not
commingle such payments with any of its other funds or property."




 

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6.          This Amendment shall be effective as of the date hereof following (i)
the execution and delivery of same by each of the Company and Laurus and (ii)
the execution and delivery of the New Warrant to Laurus.




7.          Except as specifically set forth in this Amendment, there are no other
amendments to the Loan Documents, and all of the other forms, terms and
provisions of the Loan Documents remain in full force and effect.




8.          The Company hereby represents and warrants to Laurus that as of the date
hereof all representations, warranties and covenants made by Company in
connection with the Loan Documents are true, correct and complete and all of
Company's and its Subsidiaries' covenant requirements have been met.




9.          This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns.  THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
This Amendment may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument.  


 


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IN WITNESS WHEREOF, each of the Company and
Laurus has caused this Amendment to the Loan Documents to be signed in its name
effective as of this 8th day of November, 2004.




 


HOME SOLUTIONS OF AMERICA, INC.






By:________________________________

    Name:

    Title:


                                                                        


 


 


LAURUS MASTER FUND, LTD.


            




                                                                        By:______________________________

                                                                            Name:

                                                                            Title:

 

 

 

 

 

 

 








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