**SECOND AMENDMENT TOSTOCK OPTIONAGREEMENT**

            ThisSecond Amendment to Stock Option Agreement (the "***Second Amendment***") isdated as of March 15, 2003, by and between Home Solutions of America, Inc.(formerly Nextgen Communications Corporation), a Delaware corporation (the "***Company***"),and R. Andrew White (the "***Optionee***").

            WHEREAS,the Company and the Optionee entered into that certain Stock Option Agreementdated February 1, 2002 (the "***Agreement***"), as amended by thatcertain First Amendment to Stock Option Agreement dated September 2, 2002 (the"***FirstAmendment***");

            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 Companythat were granted to the Optionee in the Agreement;

            NOWTHEREFORE, the parties hereto agree as follows:

            1.         The first sentence of the "VestingSchedule" paragraph on the first page of the Agreement, as amended by the FirstAmendment, is hereby deleted and replaced in its entirety with the followingsentence:

"Vesting Schedule:  This Option shall be exercisable asfollows:  50,000 of the Shares availablefor purchase under the Option shall be exercisable on September 2, 2002; 50,000of the Shares available for purchase under the Option shall be exercisable onFebruary 1, 2003; and the remaining 50,000 of the Shares available for purchaseunder the Option shall be exercisable on February 1, 2004 (all share amountsshall be adjusted accordingly for stock splits, reclassifications, and similarevents), subject to Optionee's continuing to be a Service Provider on suchdates; provided, however, in the event that an "Applicable Termination" occurs,as defined in the Optionee's Executive Employment Agreement with the Companydated March 15, 2003, this Option shall immediately become fully vested, andall Shares available for purchase hereunder shall immediately becomeexercisable on the date of the Applicable Termination."

            2.         Except asexpressly amended hereby, the Agreement remains in full force and effect.  Capitalized terms that are not definedherein shall have the same meaning assigned to them in the Agreement.  This Second Amendment hereby supersedes and replacesthe First Amendment in its entirety.

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            INWITNESS WHEREOF, the parties hereto have caused this Second Amendment to beexecuted and delivered as of the date first above written.

*            This Second Amendmentto Stock Option Agreement may be executed in one or more identical counterparts,including by facsimile signature, each of which shall be deemed to be anoriginal and all of which together shall be deemed to be one instrument.*

                                                            **COMPANY:**

                                                           **HOMESOLUTIONS OF AMERICA, INC.**

                                                            By:______________________________________                                                                       Name:                                                                                                                                     Title:                                                                             

**                                                            OPTIONEE:**

                                                           _________________________________________                                                            R. AndrewWhite

 

 

 

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