Exhibit 10.18



 






STOCK PLEDGE AGREEMENT






            This
Stock Pledge Agreement (this "Agreement") dated as of January 22,
2004 between Laurus Master Fund, Ltd. ("Pledgee"), and Home Solutions of
America, Inc. ("Pledgor").




BACKGROUND




             Pledgor has
entered into a Security Agreement dated as of the date hereof (as amended,
modified, restated or supplemented from time to time, the "Security Agreement")
pursuant to which Pledgee provides or will provide certain financial
accommodations to Pledgor.




            In order to
induce Pledgee to provide or continue to provide the financial accommodations
described in the Security Agreement and the Security Agreement, Pledgor has
agreed to pledge and grant a security interest in the collateral described
herein to Pledgee on the terms and conditions set forth herein.




            NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:




            1.         Defined
Terms.  All capitalized terms used herein which are not defined shall have
the meanings given to them in the Security Agreement.




            2.         Pledge
and Grant of Security Interest.  To secure the full and punctual payment
and performance of the (a) obligations under the Security Agreement and the
Ancillary Agreements (as defined therein) and (b) all other indebtedness,
obligations and liabilities of Pledgor to Pledgee whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively,
the "Indebtedness"), Pledgor hereby pledges, assigns, hypothecates, transfers
and grants a security interest to Pledgee in all of the following (the
"Collateral"):




                        (a)        the shares of stock set forth on Schedule A annexed hereto and
expressly made a part hereof (the "Pledged Stock"), the certificates
representing the Pledged Stock and all dividends, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock, ;




                        (b)        all
additional shares of stock of any issuer of the Pledged Stock (the "Issuer")
from time to time acquired by the Pledgor in any manner, including, without
limitation, stock dividends or a distribution in connection with any increase
or reduction of capital, reclassification, merger, consolidation, sale of
assets, combination of shares, stock split, spin-off or split-off (which shares
shall be deemed to be part of the Collateral), and the certificates
representing such additional shares, and all dividends, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares; and




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                        (c)        all
options and rights, whether as an addition to, in substitution of or in
exchange for any shares of the Pledged Stock and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
such options and rights.




            3.         Delivery
of Collateral.  All certificates representing or evidencing the Pledged
Stock shall be delivered to
(except that the Pledged Shares of [Southern
Exposure] which shall be delivered to Pledgee on
or before March 1, 2004) and held by or on behalf of Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to Pledgee.  Pledgor hereby authorizes the Issuer upon demand by Pledgee to
deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to Pledgee, in each case to be held by
Pledgee, subject to the terms hereof.  Upon an Event of Default under the Note
that has occurred and is continuing beyond any applicable grace period, Pledgee
shall have the right, during such time in its discretion and without notice to
the Pledgor, to transfer to or to register in the name of Pledgee or any of its
nominees any or all of the Pledged Stock.  In addition, Pledgee shall have the
right at such time to exchange certificates or instruments representing or
evidencing Pledged Stock for certificates or instruments of smaller or larger
denominations.




            4.         Representations
and Warranties of Pledgor.  Pledgor represents and warrants to Pledgee
(which representations and warranties shall be deemed to continue to be made
until all of the Indebtedness has been paid in full and the Security Agreement
has been irrevocably terminated) that:




                        (a)        The execution, delivery and performance by Pledgor of this Agreement and the
pledge of the Collateral hereunder do not and will not result in any violation
of any agreement, indenture, instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation applicable to
Pledgor.




                        (b)        This
Agreement constitutes the legal, valid, and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms.




                        (c)        Pledgor
is the direct and beneficial owner of each share of the Collateral, except with
respect to the shares of common stock of Southern Exposure Holdings, Inc.,
which such shares shall be purchased by the Pledgor and delivered to the
Pledgee as Collateral within thirty (30) days of the date hereof.




                        (d)        All
of the shares of the Pledged Stock have been duly authorized, validly issued
and are fully paid and nonassessable.




                        (e)        No
consent or approval of any person, corporation, governmental body, regulatory
authority or other entity, is or will be necessary for (i) the execution,
delivery and performance of this Agreement, (ii) the exercise by Pledgee of any
rights with respect to the Collateral or (iii) the pledge and assignment of,
and the grant of a security interest in, the Collateral hereunder.




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                        (f)         There
are no pending or, to the best of Pledgor's knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or
arbitrator which may materially adversely affect the Collateral.




                        (g)        Pledgor
has the requisite power and authority to enter into this Agreement and to
pledge and assign the Collateral to Pledgee in accordance with the terms of
this Agreement.




                        (h)        Pledgor
owns each item of the Collateral and, except for the pledge and security
interest granted to Pledgee hereunder, the Collateral shall be, immediately
following the closing of the transactions contemplated by the Security
Agreement, free and clear of any other security interest, pledge, claim, lien,
charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively,
"Liens").




                        (i)         There
are no restrictions on transfer of the Pledged Stock contained in the
certificate of incorporation or by-laws of the Issuer or otherwise which have
not otherwise been enforceably and legally waived by the necessary parties.




                        (j)         None
of the Pledged Stock has been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject.




                        (k)        The
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in Pledgee all rights of Pledgor in the Collateral as
contemplated by this Agreement.




                                    5.         Covenants. 
Pledgor covenants that, until the Indebtedness shall be satisfied in full and
the Security Agreement is irrevocably terminated:




                        (a)        Pledgor
will not sell, assign, transfer, convey, or otherwise dispose of its rights in
or to the Collateral or any interest therein; nor will Pledgor create, incur or
permit to exist any Lien whatsoever with respect to any of the Collateral or
the proceeds thereof other than that created hereby.  




                        (b)        Pledgor
will, at its expense, defend Pledgee's right, title and security interest in
and to the Collateral against the claims of any other party.




                        (c)        Pledgor
shall at any time, and from time to time, upon the written request of Pledgee,
execute and deliver such further documents and do such further acts and things
as Pledgee may reasonably request in order to effect the purposes of this
Agreement including, but without limitation, delivering to Pledgee upon the occurrence
of an Event of Default irrevocable proxies in respect of the Collateral in form
satisfactory to Pledgee.  Until receipt thereof, upon an Event of Default under
the Note that has occurred and is continuing beyond any applicable grace
period, this Agreement shall constitute Pledgor's proxy to Pledgee or its
nominee to vote all shares of Collateral then registered in Pledgor's name.




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                        (d)        Pledgor
will not consent to or approve the issuance of (i) any additional shares of any
class of capital stock of the Issuer; (ii) any securities convertible either
voluntarily by the holder thereof or automatically upon the occurrence or
nonoccurrence of any event or condition into, or any securities exchangeable
for, any such shares.




            6.         Voting
Rights and Dividends.  In addition to Pledgee's rights and remedies set
forth in Section 8 hereof, in case an Event of Default under the Note shall
have occurred and be continuing, beyond any applicable cure period Pledgee
shall (i) vote the Collateral (ii) be entitled to give consents, waivers and
ratifications in respect of the Collateral (Pledgor hereby irrevocably
constituting and appointing Pledgee, with full power of substitution, the proxy
and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to
collect and receive for its own use cash dividends paid on the Collateral. 
Pledgor shall not be permitted to exercise or refrain from exercising any
voting rights or other powers if, in the reasonable judgment of Pledgee, such
action would have a material adverse effect on the value of the Collateral or
any part thereof; and, provided, further, that Pledgor shall give
at least five (5) days' written notice of the manner in which Pledgor intends
to exercise, or the reasons for refraining from exercising, any voting rights
or other powers other than with respect to any election of directors and voting
with respect to any incidental matters.  Following the occurrence of an Event
of Default, all dividends and all other distributions in respect of any of the
Collateral, shall be delivered to Pledgee to hold as Collateral and shall, if
received by the Pledgor, be received in trust for the benefit of Pledgee, be
segregated from the other property or funds of the Pledgor, and be forthwith
delivered to Pledgee as Collateral in the same form as so received (with any
necessary endorsement.




            7.         Event
of Default.  An Event of Default shall be deemed to have occurred and may
be declared by Pledgee upon the happening of any of the following events:




                        (a)        An
"Event of Default" under any Note shall have occurred and be continuing beyond
any applicable cure period;




                        (b)        Pledgor
shall default in the performance of any of its obligations under any agreement
between Pledgor and Pledgee, including, without limitation, this Agreement, and
such default shall not be cured for a period of twenty (20)  business days
after the occurrence thereof;




                        (c)        Any
material representation or warranty of the Pledgee made herein, in the Security
Agreement, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading and
shall not be cured for a period of twenty (20)  business days after the occurrence
thereof ; 




                        (d)        The
Collateral is subjected to levy of execution, attachment, distraint or other
judicial process; or the Collateral is the subject of a claim (other than by
Pledgee) of a Lien or other right or interest in or to the Collateral and such
levy or claim shall not be cured, disputed or stayed within a period of thirty
(30) days after the occurrence  thereof; or




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                        (e)        Pledgor
shall (i) apply for, consent to, or suffer to exist the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or other
fiduciary of itself or of all or a substantial part of its property, (ii) make
a general assignment for the benefit of creditors, (iii) commence a voluntary
case under any state or federal bankruptcy laws (as now or hereafter in
effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
seeking to take advantage of any other law providing for the relief of debtors,
(vi) acquiesce to, or fail to have dismissed, within ninety (90) ) days, any
petition filed against it in any involuntary case under such bankruptcy laws,
or (vii) take any action for the purpose of effecting any of the foregoing.




            8.         Remedies. 
In case an Event of Default shall have occurred and be declared by Pledgee,
Pledgee may:  




                        (a)        Transfer
any or all of the Collateral into its name, or into the name of its nominee or
nominees;




                        (b)        Exercise
all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as if
it were the absolute owner thereof, including, but without limitation, the
right to exchange, at its discretion, any or all of the Collateral upon the
merger, consolidation, reorganization, recapitalization or other readjustment
of the Issuer thereof, or upon the exercise by the Issuer  of any right,
privilege or option pertaining to any of the Collateral, and, in connection
therewith, to deposit and deliver any and all of the Collateral with any
committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine, all without liability except to
account for property actually received by it; and




                        (c)        Subject
to any requirement of applicable law, sell, assign and deliver the whole or,
from time to time, any part of the Collateral at the time held by Pledgee, at
any private sale or at public auction, with or without demand, advertisement or
notice of the time or place of sale or adjournment thereof or otherwise (all of
which are hereby waived, except such notice as is required by applicable law
and cannot be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as Pledgee in
its sole discretion may determine, or as may be required by applicable law.




                        Pledgor
hereby waives and releases any and all right or equity of redemption, whether
before or after sale hereunder.  At any such sale, unless prohibited by
applicable law, Pledgee may bid for and purchase the whole or any part of the
Collateral so sold free from any such right or equity of redemption.  All
moneys received by Pledgee hereunder whether upon sale of the Collateral or any
part thereof or otherwise shall be held by Pledgee and applied by it as
provided in Section 10 hereof.  No failure or delay on the part of Pledgee in
exercising any rights hereunder shall operate as a waiver of any such rights
nor shall any single or partial exercise of any such rights preclude any other
or future exercise thereof or the exercise of any other rights hereunder. 
Pledgee shall have no duty as to the collection or protection of the Collateral
or any income thereon nor any duty as to preservation of any rights pertaining
thereto, except to apply the funds in accordance with the requirements of
Section 10 hereof.  Pledgee may exercise its rights with respect to property
held hereunder without resort to other security for or sources of reimbursement
for the Indebtedness.  In addition to the foregoing, Pledgee shall have all of
the rights, remedies and privileges of a secured party under the Uniform
Commercial Code of New York regardless of the jurisdiction in which enforcement
hereof is sought.




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            9.         Private
Sale.  Pledgor recognizes that Pledgee may be unable to effect (or to do so
only after delay which would adversely affect the value that might be realized
from the Collateral) a public sale of all or part of the Collateral by reason
of certain prohibitions contained in the Securities Act, and may be compelled
to resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Collateral for
their own account, for investment and not with a view to the distribution or
resale thereof.  Pledgor agrees that any such private sale may be at prices and
on terms less favorable to the seller than if sold at public sales and that
such private sales shall be deemed to have been made in a commercially reasonable
manner.  Pledgor agrees that Pledgee has no obligation to delay sale of any
Collateral for the period of time necessary to permit the Issuer to register
the Collateral for public sale under the Securities Act.




            10.       Proceeds
of Sale.  The proceeds of any collection, recovery, receipt, appropriation,
realization or sale of the Collateral shall be applied by Pledgee as follows:




                        (a)        First,
to the payment of all costs, reasonable expenses and charges of Pledgee and to
the reimbursement of Pledgee for the prior payment of such costs, reasonable
expenses and charges incurred in connection with the care and safekeeping of
the Collateral (including, without limitation, the reasonable expenses of any
sale or any other disposition of any of the Collateral), the expenses of any
taking, attorneys' fees and reasonable expenses, court costs, any other fees or
expenses incurred or expenditures or advances made by Pledgee in the
protection, enforcement or exercise of its rights, powers or remedies
hereunder;




                        (b)        Second, to the payment of
the Indebtedness, in whole or in part, in such order as Pledgee may elect,
whether or not such Indebtedness is then due;




                        (c)        Third, to such persons,
firms, corporations or other entities as required by applicable law including,
without limitation, Section 9-504(1)(c) of the UCC; and




                        (d)        Fourth, to the extent of
any surplus to Pledgor or as a court of competent jurisdiction may direct.




                        In the event that the proceeds of
any collection, recovery, receipt, appropriation, realization or sale are
insufficient to satisfy the Indebtedness, Pledgor shall be liable for the
deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.




            11.       Waiver
of Marshaling.  Pledgor hereby waives any right to compel any marshaling of
any of the Collateral.




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            12.       No
Waiver.  Any and all of Pledgee's rights with respect to the Liens granted
under this Agreement shall continue unimpaired, and Pledgor shall be and remain
obligated in accordance with the terms hereof, notwithstanding (a) the
bankruptcy, insolvency or reorganization of Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by Pledgee in reference to any of the Indebtedness. 
Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to
be bound hereby as fully and effectively as if Pledgor had expressly agreed
thereto in advance.  No delay or extension of time by Pledgee in exercising any
power of sale, option or other right or remedy hereunder, and no failure by
Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice Pledgee's right to take any action against Pledgor
or to exercise any other power of sale, option or any other right or remedy.




            13.       Expenses. 
The Collateral shall secure, and Pledgor shall pay to Pledgee on demand, from
time to time, all reasonable costs and expenses, (including but not limited to,
reasonable attorneys' fees and costs, taxes, and all transfer, recording,
filing and other charges) of, or incidental to, the custody, care, transfer,
administration of the Collateral or any other collateral, or in any way
relating to the enforcement, protection or preservation of the rights or
remedies of Pledgee under this Agreement or with respect to any of the
Indebtedness.




            14.       Pledgee
Appointed Attorney-In-Fact and Performance by Pledgee.  Upon the occurrence
of an Event of Default, Pledgor hereby irrevocably constitutes and appoints
Pledgee as Pledgor's true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and to do in
Pledgor's name, place and stead, all such acts, things and deeds for and on
behalf of and in the name of Pledgor, which Pledgor could or might do or which
Pledgee may deem necessary, desirable or convenient to accomplish the purposes
of this Agreement, including, without limitation, to execute such instruments
of assignment or transfer or orders and to register, convey or otherwise
transfer title to the Collateral into Pledgee's name.  Pledgor hereby ratifies
and confirms all that said attorney-in-fact may so do and hereby declares this
power of attorney to be coupled with an interest and irrevocable.  If Pledgor
fails to perform any agreement herein contained, Pledgee may itself perform or
cause performance thereof, and any costs and expenses of Pledgee incurred in
connection therewith shall be paid by Pledgor as provided in Section 10 hereof.




            15.       Waivers.




                        (a)        EACH
PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH
PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 




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            16.       Recapture. 
Notwithstanding anything to the contrary in this Agreement, if Pledgee receives
any payment or payments on account of the Indebtedness, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver, or any other party under the United States Bankruptcy Code,
as amended, or any other federal or state bankruptcy, reorganization,
moratorium or insolvency law relating to or affecting the enforcement of
creditors' rights generally, common law or equitable doctrine, then to the
extent of any sum not finally retained by Pledgee, Pledgor's obligations to
Pledgee shall be reinstated and this Agreement shall remain in full force and
effect (or be reinstated) until payment shall have been made to Pledgee, which
payment shall be due on demand.




            17.       Captions. 
All captions in this Agreement are included herein for convenience of reference
only and shall not constitute part of this Agreement for any other purpose.




            18.       Miscellaneous.




                        (a)        This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties hereto.




                        (b)        No
waiver of any term or condition of this Agreement, whether by delay, omission
or otherwise, shall be effective unless in writing and signed by the party
sought to be charged, and then such waiver shall be effective only in the
specific instance and for the purpose for which given.




                        (c)        In
the event that any provision of this Agreement or the application thereof to
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
to such statute, regulation or rule of law, and the remainder of this Agreement
and the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this Agreement.




                        (d)        This
Agreement shall be binding upon Pledgor, and Pledgor's successors and assigns,
and shall inure to the benefit of Pledgee and its successors and assigns.




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                        (e)        Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Security Agreement. 




                        (f)         This
Agreement shall be governed by and construed and enforced in all respects in
accordance with the laws of the State of New York applied to contracts to be
performed wholly within the State of New York.




                        (g)        PLEDGOR
EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF COMPETENT JURISDICTION
LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN CONNECTION WITH THIS
AGREEMENT.  ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK.  PLEDGOR FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA
OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION
OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF)
OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED
INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL
SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH
OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.  PLEDGOR 
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR
BASED UPON FORUM NON CONVENIENS.




                        (h)        This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one
and the same agreement.  Any signature delivered by a party by facsimile
transmission shall be deemed an original signature hereto.




[Remainder of Page
Intentionally Left Blank]




 




 




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            IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first written above.




HOME SOLUTIONS OF AMERICA, INC.






 






By:__________________________

      Name:

      Title:






 






LAURUS MASTER FUND, LTD.






By:__________________________

      Name:

      Title:






 






 






 






 






 






 






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 SCHEDULE A to the
Stock Pledge Agreement






Pledged
Stock








	
  Issuer

  	
  Class of Stock

  	
  Stock
  Certificate Number

  	
  Par
  Value

  	
  Number
  of Shares

  
	
  PW
  Stephens, Inc.

  	
  Common

  	

  	

  	

  
	
  Central
  Texas Residential

 Services, Inc. 

  	
  Common

  	

  	

  	

  
	
  Southern 
  Exposure

  Holdings, Inc.

  	
  Common

  	

  	

  	

  









 

 

 

 

 

 

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