**FOURTH AMENDMENT TOSTOCK PURCHASE AGREEMENT ANDGLOBAL SETTLEMENT AND RELEASE AGREEMENT**

            This Fourth Amendment to Stock PurchaseAgreement and Global Settlement and Release Agreement (this "***Agreement***")is made and delivered as of June 2, 2004, by and among Home Solutions ofAmerica, Inc., a Delaware corporation ("***Buyer***"), P.W. Stephens,Inc., a California corporation and wholly-owned subsidiary of Buyer ("***PWS***")and Jane C. Barber, an individual resident of the State of California ("***Seller***")and Spruce MacIntyre Holdings Corporation, a Nevada corporation ("***Spruce***").

           **WHEREAS**,Buyer and Seller entered into that certain Stock Purchase Agreement datedNovember 1, 2002 (together with all amendments thereto, collectively referredto herein as the "***Stock Purchase Agreement***"), which was amendedby that certain First Amendment to Stock Purchase Agreement dated June 5, 2003(the "***First Amendment***"), Second Amendment to Stock PurchaseAgreement dated November 19, 2003 (the "***Second Amendment***"), andThird Amendment to Stock Purchase Agreement dated December 31, 2003 (the "***ThirdAmendment***");

           **WHEREAS,**pursuant to the Stock Purchase Agreement, Buyer and Seller have enteredinto supplemental and ancillary documents, instruments and agreements,including, without limitation, the documents, instruments and agreementsexecuted and/or delivered by the Buyer to the Seller pursuant to the terms ofthe Stock Purchase Agreement, including the afore noted amendments (all suchdocumentation, including the Stock Purchase Agreement sometimes collectivelyreferred to herein as the "***Stock Purchase Documentation***");

           **WHEREAS**,Seller and Buyer have agreed to the terms of this Agreement in order torestructure certain transactions related to the Stock Purchase Agreement andthe Stock Purchase Documentation, as set forth herein, and to settle certaindisputes that have arisen between Seller and Buyer;

           **WHEREAS,**Buyer and Spruce, an affiliate of Seller, entered into that certain StockPurchase and Note Assignment Agreement, effective September 29, 2000, wherebySpruce purchased certain subsidiaries from Buyer, and Buyer and Spruce haveagreed to the terms of this Agreement in order to settle certain disputes thathave arisen between Buyer and Spruce; and

           **WHEREAS,**referenced in Paragraph 6 of this Agreement, in order to resolve certainclaims by Acstar Insurance Company  (**"Acstar"**) against Buyer and certainclaims by Buyer against Seller, Seller has agreed, as provided below, to reducethe outstanding amount of a certain Promissory Note provided to Seller by Buyeras part of Buyer's purchase of PWS from Seller and replace the original Notewith an Amended and Restated Promissory Note and assign to Buyer her rights,individually, pursuant to a promissory note and pledge agreement received bySeller from TFW Inc. so that the funds due pursuant to that note could be usedin the settlement of Acstar's claims against Buyer.

           **NOWTHEREFORE**, the parties hereto agree as follows:

1.        Assignment of Note.  Pursuant to theterms of that certain Stock Purchase Agreement by and between Seller and TFWInc., a Delaware Corporation ("Maker"), Seller transferred 744,881 shares (the"***HOM Shares***") of Buyer's common stock, $.001 par value per share toMaker in consideration for a promissory note from Maker payable to Seller, inher individual capacity, in the original principal amount of $1,550,000 (the "***Note***"),secured by the HOM Shares.  Seller is currently the holder of the Note and thesecurity therefore, in her individual capacity.  In consideration for the generalreleases pursuant to Section 4, dismissal of the lawsuits referenced in Section6, and other provisions contained in this Agreement, upon execution of this Agreementand delivery of the documents required hereby, Seller shall transfer the Note andher security interest in the HOM Shares to Buyer, along with an assignment ofnote and Pledge Agreement executed by Seller, in her individual capacity.  Sellerhereby represents and warrants that, immediately prior to the transfer of theHOM Shares to Maker, Seller had clear title to the HOM shares, free of anyencumbrance, lien, or claim of any nature, exclusive of any encumbrance ontransfer arising pursuant to any federal or state securities laws, statutes,rules or regulations.  Seller further represents that Seller has clear title tothe Note, free of any encumbrance, lien or claim of any nature, except forencumbrances, liens or claims arising pursuant to documents or instruments (a)to which the Buyer is a party, (b) copies of which have been provided to Buyeror (c) which were drafted and/or negotiated in whole or in part by counsel forthe Buyer.  Upon request of Buyer, if Seller has not previously done so, Selleragrees to cooperate fully and execute such documents as reasonably requested byBuyer to record the transfer of the HOM Shares to Maker under the currentregistration statement on Form S-3 that was declared effective on April 2,2004, which includes the HOM Shares, all in conformity with applicable statue,law, rule or regulation and all at the sole cost and expenses of the Buyer.

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2.        Issuance of Amended and Restated PromissoryNote.  Seller is currently the holder of the Third Note (as defined in theStock Purchase Agreement and attached to the Stock Purchase Agreement asSchedule 2.2(d)).  Including certain accrued interest as principal, the adjustedprincipal balance of the Third Note s $970,677.81, as of May 26, 2004, and Buyer and Seller agree that Buyer's and PWS's issuanceto Seller of the Amended and Restated Promissory Note (so called herein)attached hereto as Exhibit A (which shall be executed and delivered simultaneouslywith and as a condition precedent to the effectiveness of this Agreement),shall be in substitution for and replacement of the Third Note. Notwithstanding any other provision of the Amended and Restated Promissory Noteor any other document or agreement between the Buyer and the Seller, neither theBuyer nor PWS may reduce or offset the amount of any payment obligation underthe Amended and Restated Promissory Note (a "***Payment Obligation***")by any alleged and/or actual obligation of the Seller or any third party to theBuyer or PWS (a "***Seller Obligation***").  Any attempt to reduce theamount of any Payment Obligation in reduction or payment of or otherwise inconnection with any Seller Obligation (such reduction or attempted reductionbeing referred to herein as a "***Payment Offset***") shall be null andvoid and constitute a default by the Buyer and PWS and an event of defaultunder the Amended and Restated Promissory Note, and the holder of such note shall be entitled to all available remediesthereunder.  The Amended and Restated Promissory Note shall incorporate and specificallydenote the limitations in connection with any Payment Offset as set forth inthis section and shall not be subject to the Subordination Agreement.

3.        Stipulationfor Judgment.  In order to secure payment of Eight Hundred Thousand Dollars($800,000.00) due and payable under the Amended and Restated Promissory Note asfollows: (i) $75,000 on the date hereof, (ii) eleven equal monthly installmentsof $62,346.00 paid on the 26th day of the month, commencing June 26, 2004, and(iii) all remaining principal and interest on the outstanding principal balanceat the rate of six percent (6%) per annum on May 26, 2005 (the "MaturityDate"), all as set forth in the Note, referenced herein and a copy of whichis attached hereto, Buyer and PWS shall upon the execution hereof deliver toRobert Yonowitz of Fisher and Phillips, LLP an originally executed Stipulationfor Judgment (the "***Judgment"***) (attached hereto as Exhibit "B")that if filed by the Seller shall, at the time of filing be a judgment for thefull amount of the Amended and Restated Promissory Note plus all attorneys'fees and costs incurred by Seller to file, execute and enforce the Judgment,less any payment made by Buyer and/or PWS of the principal and interest on theAmended and Restated Promissory Note up to the time of the filing of theJudgment by Seller suitable for filing in Orange County, California, to securethe Payment Obligations.  Seller shall and shall require Seller's Attorney tohold the Judgment in trust unless and until a "default" (as defined in theAmended and Restated Promissory Note) occurs under the Amended and RestatedPromissory Note.  Buyer and Seller acknowledge and agree that in the event ofBuyer's "default" under the Amended and Restated Promissory, Seller shall filea Complaint for Breach of Promissory Note in the Superior Court of the State ofCalifornia, County of Orange, to obtain a case number and immediatelythereafter file with that Court the Judgment and immediately take all steps toexecute on and enforce the Judgment against Buyer and PWS.  Buyer and PWS agreeto execute such additional documentation as reasonably requested by Seller, atSeller's expenses, to further Seller's right to and/or facilitate in theSeller's taking action to file (i) the Judgment and/or (ii) a judgment againstBuyer and PWS in any amount equal to the total of all sums then due to theSeller under the terms of the Amended and Restated Promissory Note.  Sellercovenants, agrees and promises not to execute on, enforce, or attempt tocollect the Judgment (and refrain from doing so) in any manner or by anyprocess unless and until there has been a default on the Amended and RestatedPromissory Note.  Seller further agrees, covenants and promises to apply andcredit all payments made under or on the Amended and Restated Promissory Note(or property recovered through executed of the Judgment) against outstandingprincipal and accrued by unpaid interest in the event that enforcement of orexecution on the Judgment occurs.  Seller further agrees to return the Judgmentto Buyer and PWS when Buyer and PWS have made full payment under the Amendedand Restated Promissory Note, assuming there have been no uncured "defaults"under that note at any time prior to its being fully paid off by Buyer and PWS.

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4.        Mutual Releases.  Except for theobligations created by, previously existing in whole or in part and specificallyacknowledged in, or arising out of this Agreement and the documents,instruments and agreements executed and/or delivered in connection with thisAgreement or as contemplated hereby (collectively the "Agreement Documentation"),including, but not limited to, the obligations of the Buyer and PWS under theAmended and Restated Promissory Note, and for good and adequate consideration,the receipt of which is hereby acknowledged, Buyer and PWS, on the one hand,and Seller and Spruce, on the other hand, hereto for itself and/or herself, andtheir respective spouses, immediate family members, officers, shareholders,directors, agents, employees, principals, predecessors, successors, assigns,parent corporations, direct and indirect subsidiary corporations, including,but not limited to Spruce's direct and indirect subsidiaries, including, butnot limited to P.W. Stephens Services, Inc., P.W. Stephens Contractors, Inc.and P.W. Stephens Environmental, Inc., each of their affiliates, heirs,executors, attorneys, accountants, administrators, and representatives, fullyreleases each and every other party hereto, and its officers, shareholders,directors, agents, employees, principals, predecessors, successors, assigns,parent corporations, direct and indirect subsidiary corporations, including,but not limited to Spruce and Spruce's direct and indirect subsidiaries P.W.Stephens Services, Inc., P.W. Stephens Contractors, Inc. and P.W. StephensEnvironmental, Inc., affiliates, spouse, heirs, executors, attorneys, accountants,administrators, and representatives, from any and all claims, promises, debts,liabilities, costs, sums of money, actions, demands, contracts, suits,expenses, damages, liens, and causes of action, in law or in equity, of anykind whatsoever, (collectively "***Claims***") known or unknown,suspected or unsuspected, including, without limitation Claims arising out ofor in any way connected with the liability of Seller, Spruce, PWS, or Buyer,and any prospective causes of action which may be alleged in the future by anyparty to this Agreement, the Stock Purchase Agreement, any amendment theretoand any Stock Purchase Documentation, including any claim for fraud, maliciousprosecution, unfair practice, negligence, breach of statutory duty, bad faith,or otherwise, regardless of the legal or factual basis therefor.  Each of Spruce,Buyer, PWS and Seller, represent and warrant that none of them has assigned orotherwise transferred any interest in any Claims which they, or any of them,may have against any other party to this Agreement, or any of them, and Spruce,PWS, Buyer and Seller, and each of them, agree to indemnify and hold harmlesseach other party to this agreement, as a result of any person asserting anysuch assignment or transfer of any rights or Claims under any such assignmentor transfer.  The execution of this Agreement effects the settlement of claimswhich are disputed, contested and denied.  Each party hereto hereby agrees thateach such claim is the subject of a good faith dispute between the partieshereto.  Nothing herein contained shall be construed as an admission by anyparty hereto of any liability whatsoever to any other party hereto or to anyother entity whatsoever.  It is understood and agreed by and between Spruce,PWS, Buyer and Seller that other claims, liability and/or damages not now knownmay develop or be discovered, or other consequences or other results maydevelop or be discovered, and this Agreement is specifically intended to coverand include all such future damages or future consequences or results of knownor unknown damages, including all rights of action therefor; that theprovisions of section 1542 of the Civil Code of the State of California areexpressly waived by each of Spruce, Seller, PWS, and Buyer, and each of them,and all of them acknowledge that said section provides the following:

 

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             **"A GENERAL RELEASEDOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF SUSPECT TO EXISTIN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUSTHAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."**

This paragraph is limited to the subject matter andparties of this agreement and does not supersede or apply to any claims andobligations arising out of the provisions of this agreement.  Nothing containedin this Section 4 shall or shall be deemed to constitute a release of eitherBuyer or PWS of its obligations under the Amended and Restated Promissory Note orhereunder. 

5         Vehicles/Health Insurance.  The Buyeror PWS shall:

(a) provide to Seller an amount not greater thanSixteen Hundred Dollars ($1,600) per month for the Seller to lease every two(2) years from the date of the Consulting Agreement dated November 15, 2002 byand between PWS and the Seller (the "Consulting Agreement") until December 31,2007, two (2) new vehicles, both vehicles shall be chosen by the Seller;

(b) permit Seller and her husband, Robert R. Barber, atPWS and/or Buyer's expense, to participate in PWS and/or Buyer's, as selectedby Seller, medical insurance and hospitalization benefits, with coverage to beequivalent to the level and type provided to PWS and/or Buyer officers, asapplicable, at all times from the date of the Consulting Agreement untilDecember 31, 2007.

Nothingcontained herein shall be deemed to impose upon PWS and or Buyer, collectively,an obligation to (i) provide more than $1,600 per month to the Seller for thelease of automobiles or (ii) enroll Seller and her spouse in any healthinsurance plan other than the health insurance plan selected by the Seller,from time to time.

            6.        Discontinuance of Legal Action. Without limiting the terms of this Agreement, including, but not limited to,section 4 hereof, contemporaneously with the execution and delivery of this Agreementthe Buyer shall execute and deliver to the Seller and Spruce stipulation(s) ofdiscontinuance or similar instrument(s) including, but not limited to aStipulation for Dismissal With Prejudice ;and Order Thereof, suitable forfiling, all in a form acceptable to the Seller, pursuant to the terms of whichthe Buyer shall discontinue with prejudice, cease prosecution of and waive forall time any and all claims that the Buyer or any of its affiliates, and orassociates, may have against (a) Seller arising out of facts as set forth inthat certain cause bearing number 3-04CV-1094L, originally filed on April 5,2004 in District Count Dallas County, Texas, as removed to the United StatedDistrict Court for the Northern District of Texas, Dallas Division, on May 21,2004, and styled as *Home Solutions of America, Inc., f/k/a NextgenCommunications Corporation, Plaintiff, v. Jane C. Barber, Defendant*, and(b) Spruce arising out of facts as set forth in that certain cause bearingnumber H 04-534, filed on May 24, 2004 in the United States District Court,Southern District of Texas, Houston Division, and styled as *Acstar InsuranceCompany, Plaintiff, v. Home Solutions of America, Inc., Defendant andThird-Party Plaintiff, v. Spruce MacIntyre Holdings Corporation, Third-PartyDefendant* (such cause and the facts and circumstances alleged therein(including, but not limited to the primary action of Acstar Insurance Companyas plaintiff against Buyer) being sometimes referred to herein as the "AcstarClaim").  Buyer does hereby covenant and agree to  request that any release orother documentation ("Release Documentation") limiting any claim against it orany of its affiliate(s) or associate(s) that it shall obtain from AcstarInsurance Company ("Acstar") shall include and encompass a release of each ofSeller, her spouse, Robert R. Barber, and Spruce to the same extent and withthe same force and effect as Acstar shall release or limit its rights againstBuyer, PWS or any affiliate or associate thereof.  Buyer shall provide a fullyexecuted original of any such Release Documentation to Seller within twobusiness days of its receipt of the same.

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7.        No Breach.  Seller andBuyer each acknowledge that, upon the consummation of the transactionscontemplated by the Agreement Documentation, neither party is in default orbreach, or is aware of any facts or circumstances that, with the passage oftime or the delivery of notice, may result in a default or breach, of the StockPurchase Agreement or the Stock Purchase Documentation.  Seller hereby rescindsthe notice of default she delivered to Buyer on March 11, 2004, with regard to the Third Note.

8.        Specific Performance.  Each of theparties acknowledges and agrees that the other party would be damagedirreparably in the event any of the provisions of this Agreement are notperformed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other party shall be entitledto an injunction or injunctions to prevent breaches of the provisions of this Agreementand to enforce specifically this Agreement and the terms and provisions hereof..

9.        Court Costs and Attorneys' Fees.  Ifany action at law or in equity, including an action for declaratory relief, isbrought to enforce or interpret the provisions of this Agreement, theprevailing party shall be entitled to recover costs of court and reasonableattorneys' fees from the other party to such action, which fees may be set bythe court in the trial of such action or may be enforced in a separate action broughtfor that purpose, and which fees shall be in addition to any other relief thatmay be awarded.  In the event Seller files the Judgment because of Buyer'sand/or PWS' "default" on Exhibit B, the Amended and Restated Promissory Note,as defined therein, Buyer and PWS specifically consent to and agree that thecourt costs and attorneys' fees incurred by Seller in entering and executing onthe Judgment shall be incorporated into the Judgment and no separate action torecover such costs and attorneys' fees shall be required.  Buyer and PWSfurther agree to permit counsel for Seller to fill in those dollar amounts onthe Exhibit B Judgment and further agree that so long as those dollar figuresare placed in the Judgment by Seller's counsel, these figures shall be deemedtrue and correct.

10.       Stock Purchase Agreement.  Theobligations of the parties hereto are set forth in full in this Agreement.  Allterms in any of the Stock Purchase Documentation not set forth anew (in wholeor in part), memorialized or ratified in this Agreement or the Agreement Documentationare hereby terminated.

11.       Defined Terms.  Any capitalizedterm, used herein which is not defined herein, shall have that meaning ascribedto such term in the Stock Purchase Agreement.

12.       Notice.  All notices, consents,waivers, and other communications under this Agreement must be in writing andwill be deemed to have been duly given when (a) delivered by hand (with writtenconfirmation of receipt), (b) sent by telecopier (with written confirmation ofreceipt), provided that a copy if mailed by registered mail, return receiptrequested, or (cc) when received by the addressee, if sent by a nationally recognizedovernight delivery service (receipt requested), in each case to the appropriateaddress and telecopier numbers set forth below (or to such other addresses and telescopesnumbers as a party may designate by notice to the other parties):

 

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| If to Buyer or PWS:       | Home Solutions of America, Inc.		5565 Red Bird Center Drive		Suite 150		Dallas, Texas 75237		Attn: Rick J. O'Brien, CFO		Facsimile No.: (214) 333-9435

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|---------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |
|                           |
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|                           |
|                           |
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| With  Copy to:            | J.  Paul Caver, Esq.		2724 Routh    Street		Dallas, Texas 75201		Facsimile  No.: (214) 468-8867                                                                |
|                      |                                                                                                                                                           |
| If to  Seller, or Spruce: | Jane C. Barber		1633 Chandelle Lane		Fallbrook, California 92028		Facsimile No.: (760) 723-9207                                                      |
|                           |
|                           |
|                           |
|                      |
| With  Copy to:            | Joel  J. Thomas, Esq.		Law  Offices of Joel Thomas		46    Windjammer Court,   Long Beach, CA 90803		Facsimile  No.: (562) 493-8850                             |
|                      |                                                                                                                                                                |

13.              Jurisdiction; Service ofProcess.  Any action or proceedingseeking to enforce any provision of, or based on any rights arising out of,this Agreement may be brought against any of the parties in the courts of theState of California, County of Orange, and each of the parties consents to thejurisdiction of such courts (and of the appropriate appellate courts) in anysuch action or proceeding and waives any object to venue laid therein.  Processin any action or proceeding referred to in the preceding sentence may be servedon any party anywhere in the world.

14.              Further Assurances.  The parties agree (a) to execute and deliver toeach other such other documentation and (b) to do such other acts and things,all as the other party may reasonably request for the purposes of carrying outthe intent of this Agreement and the documents referred to in this Agreement.

            15.              Severability. If any provision of this Agreement is held invalid or unenforceable by anycourt of competent jurisdiction, the other provisions of this Agreement willremain in full force and effect.  Any provision of this Agreement held invalidor unenforceable only in part or degree will remain in full force and effect tothe extent not held invalid or unenforceable.

16.             Section Heading, Construction/Incorporationof Recitals.  The headings of Sections in this Agreement are provided forconvenience only and will not affect its construction or interpretation.  Allreferences to "Section" or "Sections" refer to the corresponding Section orSections of this Agreement, unless noted otherwise.  All words used in this Agreementwill be construed to be of such gender or number, as the circumstancesrequire.  Unless otherwise expressly provided, the word "including" does notlimit the preceding words or terms.  The parties to this Agreement herebyincorporate the Recitals above into this Agreement by this reference asmaterial terms of this Agreement.

            17.             Timeof Essence.  With regard to all dates and time periods set forth orreferred to in this Agreement, time is of the essence.

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18.             Governing Law.  This Agreement willbe governed by the laws of the State of California without regard to conflictsof laws principles.

19.             (a)Representations and Warranties ofBuyer and PWS.  Buyer and PWS each jointly and severally represent toSeller and Spruce which representations shall survive the execution anddelivery of this Agreement for three years, that the statements contained inthis §19(a) are correct and complete as of the date of this Agreement:

(i)         Organization of Buyer andPWS.  Each of Buyer and PWS is a corporation duly organized, validlyexisting, and in good standing under the laws of the jurisdiction of itsincorporation.

(ii)        Authorization ofTransaction.  Each of Buyer and PWS has full power and authority (includingfull corporate power and authority) to execute and deliver this Agreement andthe documents and instruments attached hereto and reference herein and toperform its obligations hereunder.  Without limiting the generality of theforegoing, all actions necessary to authorize the transactions contemplated herebyhave duly taken.  This Agreement constitutes the valid and legally bindingobligations of each of Buyer and PWS, enforceable in accordance with its termsand conditions.  The signatory hereto on behalf of the Buyer is the ChiefFinancial Officer of the Buyer and the Senior Vice President of the Buyer andis authorized to execute and delivery this Agreement on behalf of the Buyer.

(iii)       Noncontravention.  Neitherthe execution and the delivery of this Agreement, nor the consummation of thetransactions contemplated hereby will violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or otherrestriction of any government, governmental agency, or court to which Buyer orPWS is subject or any provision of the charter or by-laws of Buyer or PWS.

(iv)       Brokers' Fees.  Neither Buyernor PWS has any liability or obligation to pay any fees or commissions to anybroker, finder, or agent with respect to the transactions contemplated by this Agreementfor which the Seller or Spruce could become liable or obligated.

(b) Representations and Warranties of Spruce.  Sprucerepresents to Buyer and PWS, which representations shall survive the executionand delivery of this Agreement for three years, that the statements containedin this §19(b) are correct and complete as of the date of this Agreement:

(i)         Organization of Spruce. Spruce is a corporation duly organized, validly existing, and in good standingunder the laws of the jurisdiction of its incorporation.

(ii)        Authorization ofTransaction.  Spruce has full power and authority (including full corporatepower and authority) to execute and deliver this Agreement and the documentsand instruments attached hereto and reference herein and to perform itsobligations hereunder.  Without limiting the generality of the foregoing, allactions necessary to authorize the transactions contemplated hereby have duly taken. This Agreement constitutes the valid and legally binding obligations of both ofSeller and Spruce, enforceable in accordance with its terms and conditions.

 

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(iii)       Noncontravention.  Neitherthe execution and the delivery of this Agreement, nor the consummation of thetransactions contemplated hereby will violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or otherrestriction of any government, governmental agency, or court to which  Spruce issubject or any provision of the charter or by-laws of Spruce.

(iv)       Brokers' Fees.  Spruce hasno liability or obligation to pay any fees or commissions to any broker,finder, or agent with respect to the transactions contemplated by this Agreementfor which Buyer or PWS could become liable or obligated.

(c) Representations and Warranties of Seller. Seller  represents to Buyer and PWS, which representations shall survive theexecution and delivery of this Agreement for three years, that the statementscontained in this §19(c) are correct and complete as of the date of this Agreement:

(i)         Noncontravention.  Neitherthe execution and the delivery of this Agreement, nor the consummation of thetransactions contemplated hereby will violate any constitution, statute,regulation, rule, injunction, judgment, order, decree, ruling, charge, or otherrestriction of any government, governmental agency, or court to which  Seller issubject.

(ii)        Brokers' Fees.  Seller hasno liability or obligation to pay any fees or commissions to any broker,finder, or agent with respect to the transactions contemplated by this Agreementfor which Buyer or PWS could become liable or obligated. 

(iii)       Capacity.  Seller has fullpower and authority to execute and deliver this Agreement and the documents andinstruments attached hereto and reference herein and to perform her obligationshereunder.  Without limiting the generality of the foregoing, all actionsnecessary to authorize the transactions contemplated hereby have duly taken. This Agreement constitutes the valid and legally binding obligations of theSeller, enforceable in accordance with its terms and conditions

20.       Counterparts.  This Agreement may beexecuted in one or more counterparts, including by facsimile signature, each ofwhich will be deemed to be an original copy of this Agreement and all of which,when taken together, will be deemed to constitute one and the same agreement.

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            IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed anddelivered as of the date first above written.

*           *

**BUYER:**

HOMESOLUTIONS OF AMERICA, INC.

By:______________________________________                RickJ. O'Brien              ChiefFinancial Officer

**PWS:**

P.W.STEPHENS, INC.

By:______________________________________                RickJ. O'Brien              VicePresident

**SELLER:**

__________________________________________JaneC. Barber

 

**SPRUCE:**

**SPRUCEMACINTYRE HOLDINGS CORPORATION**

By:______________________________________                 Its:

 

 

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**EXHIBIT A**

**FORM OF AMENDMENT AND RESTATED PROMISSORY NOTE**

 

 

 

 

 

 

 

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**EXHIBIT "B"**

**STIPULATION FOR JUDGMENT**

 

 

 

 

 

 

 

 

 

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