**Exhibit10.2****RATIFICATION AND CONFIRMATION OF GUARANTY**This RATIFICATION AND CONFIRMATION OF GUARANTY (this “Ratification”) is made as of the30th day of March, 2007 by the undersigned for the benefit of **TEXAS CAPITAL BANK, NATIONALASSOCIATION**, as Administrative Agent (“Agent”), on behalf of itself and the other Lenders,and their Affiliates (Agent, other Lenders and their Affiliates, together with their successors andassigns, herein sometimes collectively called “Beneficiaries”).Agent and Home Solutions of America, Inc., a Delaware corporation (the “Borrower”) andcertain lenders entered into that certain Credit Agreement dated as of November 1, 2006 (asamended, modified, supplemented, and restated from time to time, the “Credit Agreement”).The Borrower has requested and the Agent and Lenders have agreed to amend the Credit Agreementupon the terms and conditions contained in that certain First Amendment to Credit Agreement, datedas of the date hereof, by and among the Borrower, Agent and each of the Lenders that is a signatorythereto (individually, a “Lender” and collectively, the “Lenders”) (the“Amendment”).Capitalized terms used but not otherwise defined herein shall have the meanings assigned tosuch terms in Credit Agreement.Each Guarantor (a) consents and agrees to the terms of the Amendment and all other LoanDocuments executed in connection therewith, (b) affirms that nothing contained in the Amendmentshall modify, limit or otherwise alter in any respect whatsoever its obligations under theGuaranty, and (c) agrees that the Guaranty remains in full force and effect, continues to be legal,valid, binding, and enforceable in accordance with its terms, and that such Guaranty continues toguarantee the repayment Guaranteed Obligations (as defined in the Guaranty).This Ratification shall be governed by, and construed in accordance with, the laws of theState of Texas.This Ratification may be executed and delivered in any number of counterparts, and bydifferent parties hereto on separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which counterparts taken together shall constitute oneand the same instrument. Facsimile signatures shall be effective for all purposes regardless ofwhether Lender receives an originally executed copy of this Ratification.[Remainder of the Page Intentionally Left Blank.]
 
 

 
EXECUTED as of the 30th day of March, 2007.       CORNERSTONE MARBLE & GRANITE, INC.       By: /s/ Rick J. O’Brien         Rick J. O’Brien    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien       FIBER-SEAL SYSTEMS, L.P.       By: FSS Holding Corp.,    its general partner           By: /s/ Rick J. O’Brien             Rick J. O’Brien      President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien       HOME SOLUTIONS RESTORATION OF LOUISIANA, INC.       By: /s/ Gerald Avery         Gerald Avery    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’BrienSignature Page of Ratification and Confirmation of Guaranty
 
 

 
       P.W. STEPHENS, INC.       By: /s/ Scott Johnson         Scott Johnson    President and Chief Executive Officer       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien       SOUTHERN EXPOSURE UNLIMITED OF FLORIDA, INC.       By: /s/ Dale Mars         Dale Mars    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien       S.E. TOPS OF FLORIDA, INC.       By: /s/ Dale Mars         Dale Mars    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’BrienSignature Page of Ratification and Confirmation of Guaranty
 
 

 
       FSS HOLDING CORP.       By: /s/ Rick J. O’Brien         Rick J. O’Brien    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien       SOUTHERN EXPOSURE HOLDINGS, INC.       By: /s/ Dale Mars         Dale Mars    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’Brien  FIRELINE RESTORATION, INC       By: /s/ Brian Marshall         Brian Marshall    President       Address for Notices:  1500 Dragon Street, Suite B  Dallas, Texas 75207  Attn: Rick O’BrienSignature Page of Ratification and Confirmation of Guaranty
 
 

 
**ACKNOWLEDGED AND AGREED:****ADMINISTRATIVE AGENT:**TEXAS CAPITAL BANK, N.A.     By: /s/ Ronald K. Baker     Ronald K. Baker    Executive Vice President  Signature Page of Ratification and Confirmation of Guaranty