**FIRST AMENDMENT TOSTOCK OPTIONAGREEMENT**

            ThisFirst Amendment to Stock Option Agreement (the "***First 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 April 30, 2002 (the "***Agreement***");

            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 is hereby deleted andreplaced in its entirety with the following sentence:

"Vesting Schedule:  This Option shall be exercisable asfollows:  one-third of the Sharesavailable for purchase under the Option shall be exercisable on April 30, 2003;an additional one-third of the Shares available for purchase under the Optionshall be exercisable on April 30, 2004; and the remaining Shares available forpurchase under the Option shall be exercisable on April 30, 2005, subject toOptionee's continuing to be a Service Provider on such dates; provided,however, in the event that an "Applicable Termination" occurs, as defined inthe Optionee's Executive Employment Agreement with the Company dated March 15,2003, this Option shall immediately become fully vested, and all Sharesavailable for purchase hereunder shall immediately become exercisable on thedate 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.

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            INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedand delivered as of the date first above written.

*            This First Amendmentto Stock Option Agreement may be executed in one or more identicalcounterparts, including by facsimile signature, each of which shall be deemedto be an original and all of which together shall be deemed to be oneinstrument.*

                                                            **COMPANY:**

                                                          **  HOMESOLUTIONS OF AMERICA, INC.**

                                                           By: _____________________________________                                                            Name:                                                                                                                                   Title:                                                                           

 

**                                                            OPTIONEE:**

                                                           ________________________________________                                                            R. AndrewWhite

 

 

 

 

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