U S INDUSTRIAL SERVICES, INC.
 
 RESTATED CERTIFICATE OF INCORPORATION
 
 -----------
 
 U S Industrial Services, Inc., a corporation organized and existing
under the laws of the State of Delaware (this "Corporation"), hereby certifies
as follows:
 
 A. The name of this Corporation is U S Industrial Services, Inc. This
Corporation filed its original Certificate of Incorporation with the Delaware
Secretary of State on January 9, 1998.
 
 B. This Restated Certificate of Incorporation was duly adopted by this
Corporation's directors and stockholders in accordance with the applicable
provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law
(the "DGCL").
 
 C. This Restated Certificate of Incorporation restates, integrates and
amends the provisions of the Certificate of Incorporation of this Corporation,
as heretofore amended.
 
 D. The text of the Certificate of Incorporation, as heretofore amended,
is hereby amended and restated in its entirety to read as follows:
 
 FIRST: Name. The name of the corporation is Nextgen Communications
Corporation (hereinafter referred to as the "Corporation").
 
 SECOND: Registered Office. The registered office of the Corporation is
to be located in the City of Wilmington, County of New Castle, in the State of
Delaware. The name of its registered agent is Corporation Service Company, whose
address is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.
 
 THIRD: Purpose. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
 
 FOURTH: Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is fifty million (50,000,000) shares
of common stock, $.001 par value per share (hereinafter referred to as "Common
Stock") and one million (1,000,000) shares of preferred stock, $.001 par value
per share (hereinafter referred to as "Preferred Stock").
 
 A. Provisions relating to Preferred Stock. Shares of Preferred
Stock may be issued from time to time in series, and the Board of Directors of
the Corporation is hereby authorized, subject to the limitations provided by
law, to establish and designate one or more series of the Preferred Stock, to
fix the number of shares constituting each series, and to fix the designations,
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of each series
and the variations and the relative rights, preferences and limitations as
between series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of Directors of the
Corporation with respect to each series shall include, but shall not be limited
to, the authority to determine the following:
 
 
 
 
<PAGE> 10
 
 (i) The designation of such series.
 
 (ii) The number of shares initially constituting such
series.
 
 (iii) The increase, and the decrease to a number not
less than the number of the outstanding shares of such series, of the number of
shares constituting such series theretofore fixed.
 
 (iv) The rate or rates, and the conditions upon and
the times at which dividends on the shares of such series shall be paid, the
preference or relation which such dividends shall bear to the dividends payable
on any other class or classes or on any other series of stock of the
Corporation, and whether or not such dividends shall be cumulative, and, if such
dividends shall be cumulative, the date or dates from and after which they shall
accumulate.
 
 (v) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms and conditions of
such redemption, including, but not limited to, the date or dates upon or after
which such shares shall be redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary under different conditions
and at different redemption dates.
 
 (vi) The rights to which the holders of the shares of
such series shall be entitled upon the voluntary or involuntary liquidation,
dissolution or winding up of, or upon any distribution of the assets of, the
Corporation, which rights may be different in the case of a voluntary
liquidation, dissolution or winding up than in the case of such an involuntary
event.
 
 (vii) Whether or not the shares of such series shall
have voting rights, in addition to the voting rights provided by law, and, if
such shares shall have such voting rights, the terms and conditions thereof,
including, but not limited to, the right of the holders of such shares to vote
as a separate class either alone or with the holders of shares of one or more
other series of Preferred Stock and the right to have more than one vote per
share.
 
 (viii) Whether or not a sinking fund or a purchase
fund shall be provided for the redemption or purchase of the shares of such
series, and, if such a sinking fund or purchase fund shall be provided, the
terms and conditions thereof.
 
 (ix) Whether or not the shares of such series shall
be convertible into, or exchangeable for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation, and, if provision be made for conversion or exchange, the terms and
conditions of conversion or exchange, including, but not limited to, any
provision for the adjustment of the conversion or exchange rate or the
conversion or exchange price.
 
 (x) Any other relative rights, preferences and
limitations.
 
 B. Provisions relating to Common Stock.
 
 (i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as determined by the Board of
Directors of the Corporation pursuant to the
 
 
 
 
 
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<PAGE> 11
 
provisions of part A of this Article FOURTH, the holders of shares of the Common
Stock shall be entitled to receive such dividends as may be declared by the
Board of Directors of the Corporation.
 
 (ii) Subject to the preferential liquidation rights
and except as determined by the Board of Directors of the Corporation pursuant
to the provisions of part A of this Article FOURTH, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of, the Corporation, the holders of shares of the
Common Stock shall be entitled to receive all of the assets of the Corporation
available for distribution to its stockholders ratably in proportion to the
number of shares of the Common Stock held by them.
 
 (iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the provisions of part A of this
Article FOURTH, the holders of shares of the Common Stock shall be entitled to
vote on all matters at all meetings of the stockholders of the Corporation, and
shall be entitled to one vote for each share of the Common Stock entitled to
vote at such meeting, voting together with the holders of the Preferred Stock
who are entitled to vote, and not as a separate class.
 
 FIFTH: Compromise. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
 
 SIXTH: Board of Directors and Bylaws. All corporate powers shall be
exercised by the Board of Directors, except as otherwise provided by statute, by
this Certificate of Incorporation, by the Bylaws, or by any agreement among all
of the stockholders. The Bylaws may be adopted, amended or repealed by the Board
of Directors of the Corporation, except as otherwise provided by law, but any
by-law made by the Board of Directors is subject to amendment or repeal by the
stockholders of the Corporation.
 
 SEVENTH: Limited Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a
 
 
 
 
 
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<PAGE> 12
 
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
 
 Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
 
 EIGHTH: Indemnification. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or complete action, suit or proceeding, whether civil, criminal, administrative
or investigative, or by or in the right of the Corporation to procure judgment
in its favor, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, in accordance
with and to the full extent permitted by statute. Expenses (including attorneys'
fees) incurred in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under this Certificate of Incorporation or any
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
 
 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President on July __, 2001.
 
 NEXTGEN COMMUNICATIONS CORPORATION
 
 
 
 
 --------------------------------------------
 Frank J. Fradella
 President and Chief Executive Officer
 
 
 
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 EXHIBIT A
 
 FORM OF
 
 CERTIFICATE OF AMENDMENT
 
 TO THE
 
 CERTIFICATE OF INCORPORATION
 
 OF
 
 NEXTGEN COMMUNICATIONS CORPORATION
 
 ------------------------------------------------------------------------------
 
 Pursuant to Section 242 of the General Corporation Law of the State of
Delaware (the "DCGL"), Nextgen Communications Corporation (the "CORPORATION")
hereby files with the Secretary of State of Delaware this Certificate of
Amendment to its Certificate of Incorporation and thereby certifies as follows:
 
 1. The name of the Corporation, prior to the amendment set forth
herein, was Nextgen Communications Corporation.
 
 2. Article FIRST of the Corporation's Restated Certificate of
Incorporation is hereby amended by deleting the entire text thereof and by
substituting in its place the following:
 
 "FIRST: NAME. THE NAME OF THE CORPORATION IS HOME
 SOLUTIONS OF AMERICA, INC. (HEREINAFTER REFERRED TO AS THE
 "CORPORATION")."
 
 3. The foregoing amendment was adopted in accordance with Section 228
of the DGCL by Written Consent dated November 15, 2002, executed by holders of
record of more than a majority of the outstanding capital stock of all classes
of stock entitled to vote on such amendment.
 
 4. The amendment was duly adopted in accordance with the provisions of
Sections 242 and 228 of the DGCL.
 
 5. The amendment did not have the effect of reducing the capital of the
Corporation.
 
 IN WITNESS WHEREOF, as the officer duly authorized to execute this
Certificate of Amendment, I have set my hand hereto this _____ day of December
2002.
 
 
 
 ------------------------------------
 Frank J. Fradella
 President and Chief Executive Officer
 
 

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
HOME SOLUTIONS OF AMERICA, INC.

            Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, Home Solutions of America, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Restated Certificate of Incorporation of Home Solutions of America, Inc. and certify as follows:

            1.         The Board of Directors of the Corporation adopted a resolution at a special meeting of the Board of Directors on April 4, 2006, setting forth and declaring advisable that the Article entitled "FOURTH" of the Certificate of Incorporation of the Corporation be amended and restated to read in its entirety as follows:

FOURTH:  Capital Stock.  The total number of shares of stock that the Corporation shall have authority to issue is one hundred million (100,000,000) shares of common stock, $.001 par value per share (hereinafter referred to as "Common Stock") and one million (1,000,000) shares of preferred stock, $.001 par value per share (hereinafter referred to as "Preferred Stock").

                        A.        Provisions relating to Preferred Stock.  Shares of Preferred Stock may be issued from time to time in series, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations provided by law, to establish and designate one or more series of the Preferred Stock, to fix the number of shares constituting each series, and to fix the designations, powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of each series and the variations and the relative rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series.  The authority of the Board of Directors of the Corporation with respect to each series shall include, but shall not be limited to, the authority to determine the following:

                                    (i)         The designation of such series.

                                    (ii)        The number of shares initially constituting such series.

                                   (iii)        The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed.

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                                    (iv)      The rate or rates, and the conditions upon and the times at which dividends on the shares of such series shall be paid, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of stock of the Corporation, and whether or not such dividends shall be cumulative, and, if such dividends shall be cumulative, the date or dates from and after which they shall accumulate.

                                    (v)      Whether or not the shares of such series shall be redeemable, and, if such shares shall be redeemable, the terms and conditions of such redemption, including, but not limited to, the date or dates upon or after which such shares shall be redeemable and the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates. 

                                    (vi)       The rights to which the holders of the shares of such series shall be entitled upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation, which rights may be different in the case of a voluntary liquidation, dissolution or winding up than in the case of such an involuntary event.

                                    (vii)      Whether or not the shares of such series shall have voting rights, in addition to the voting rights providing by law, and, if such shares shall have such voting rights, the terms and conditions thereof, including, but not limited to, the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other series of Preferred Stock and the right to have more than one vote per share.

                                    (viii)      Whether or not a sinking fund or a purchase fund shall be provided for the redemption or purchase of the shares of such series, and, if such a sinking fund or purchase fund shall be provided, the terms and conditions thereof.

                                    (ix)       Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, and, if provision be made for conversion or exchange, the terms and conditions of conversion or exchange, including, but not limited to, any provision for the adjustment of the conversion or exchange rate or the conversion or exchange price.

                                     (x)        Any other relative rights, preferences and limitations.

B.         Provisions relating to Common Stock.

                                    (i)       Subject to the preferential dividend rights applicable to shares of the Preferred Stock, as determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH, the holders of shares of the Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation.

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                                    (ii)        Subject to the preferential liquidation rights and except as determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the holders of shares of the Common Stock shall be entitled to receive all of the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of the Common Stock held by them.

                                    (iii)       Except as otherwise determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH, the holders of shares of the Common Stock shall be entitled to vote on all matters at all meetings of the stockholders of the Corporation, and shall be entitled to one vote for each share of the Common Stock entitled to vote at such meeting, voting together with the holders of the Preferred Stock who are entitled to vote, and not as a separate class.

            2.         Thereafter, pursuant to resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for their approval thereof on June 16, 2006 at the Corporation's annual meeting of stockholders, and at such meeting, more than a majority of the outstanding capital stock of all classes of capital stock entitled to vote on the amendment, as required by  242 of the General Corporation Law of the State of Delaware, were voted in favor of the amendment.

            3.         The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

            4.         This Certificate of Amendment shall be effective upon the filing hereof.

 

[The remainder of this page is left blank intentionally.]

 

 

 

 

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            IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on its behalf by a duly authorized officer as of this 16th day of June, 2006.

                                                                        HOME SOLUTIONS OF AMERICA, INC.

 

 

By:    /s/  Frank J. Fradella                 

Name:    Frank J. Fradella_______ 

Title:       Chairman and CEO