**FIRST AMENDMENT TORESTRICTEDSTOCK PURCHASE AGREEMENT**

            ThisFirst Amendment to Restricted Stock Purchase Agreement (the "***FirstAmendment***") is dated as of March 15, 2003, by and between HomeSolutions of America, Inc., a Delaware corporation (the "***Company***"), and Frank J.Fradella (the "***Purchaser***").

            WHEREAS,the Company and the Purchaser entered into that certain Restricted StockPurchase Agreement dated April 2, 2002 (the "***Agreement***"), whereby thePurchaser was granted stock purchase rights under the Company's 2001 StockPlan;

            WHEREAS,the Purchaser and the Company desire to amend the Agreement as set forthherein, in order to delete the Company's repurchase option on shares purchasedby the Purchaser under the Agreement;

             NOWTHEREFORE, the parties hereto agree as follows:

            1.              Paragraph 3 of the Agreement entitled "3.            Purchase Option." is herebydeleted in its entirety.

            2.             Exceptas expressly amended hereby, the Agreement remains in full force andeffect.  Capitalized terms that are notdefined herein 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 Restricted Stock Purchase 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 one instrument.*

 

|   | **COMPANY:**                                                                                                                                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                 |
|   | **HOME SOLUTIONS OF AMERICA, INC.**                                                                                                                                                                                                                        |
|   | ** **                                                                                                                                                                                                                                                 |
|   | ** **                                                                                                                                                                                                                                                 |
|   | By:__________________________________                                                                                                                                                                                                                      |
|   | Name:     R. Andrew White                                    |
|   | Title:       Chief Executive Officer                                                       |
|   |                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                       |
|   | **PURCHASER:**                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                       |
|   | _____________________________________                                                                                                                                                                                                                      |
|   | Frank J. Fradella                                                                                                                                                                                                                                          |

 

 

 

 

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