Exhibit 10.2





PROMISSORY NOTE






$4,000,000.00                                                                                                 March
___, 2005






            FOR VALUE RECEIVED, on or before March
31, 2010 (the "Maturity Date"), the undersigned, HOME
SOLUTIONS OF AMERICA, INC., a Delaware corporation ("Maker"),
promises to pay to the order of PETRA MEZZANINE FUND, L.P., a Delaware limited
partnership ("Payee"; Payee and any subsequent holder[s]
hereof are hereinafter referred to individually and collectively as "Holder"),
to Payee's account number 1011832 at Pinnacle National Bank, Nashville,
Tennessee, ABA Routing Number 064008637, or at such other place as Holder may
designate to Maker in writing from time to time, the principal sum of FOUR
MILLION AND NO/100THS DOLLARS ($4,000,000.00), together with interest on the
outstanding principal balance hereof from the date hereof at the rate of twelve
percent (12%) per annum (computed on the basis of a 360-day year and the actual
number of days elapsed, to the extent permitted by applicable law).




            Interest on the outstanding principal balance
hereof shall be due and payable quarterly, in arrears, with the first
installment being payable on the last business day of June, 2005, and subsequent
installments being payable on the last business day of each calendar quarter
thereafter until the indebtedness evidenced hereby has been fully repaid.  On
the Maturity Date, the entire outstanding principal balance, together with all
accrued and unpaid interest, shall be immediately due and payable in full.




            The indebtedness evidenced hereby may be prepaid
in whole or in part, at any time and from time to time, without premium or
penalty.  Any such prepayments shall be credited first to any accrued and
unpaid interest and then to the outstanding principal balance hereof, in
inverse order of maturity.




            Reference is here made to that certain Loan
Agreement of even date herewith, by and between Payee, certain Lenders and
Petra Mezzanine Fund, L.P., as Administrative Agent (together with any and all
amendments, modifications, supplements, extensions, renewals, substitutions
and/or replacements thereof, herein referred to as the "Loan Agreement";
capitalized terms used but not otherwise defined herein shall have the same
meanings as in the Loan Agreement).  This Note is a "Note" as defined
and referred to in the Loan Agreement, and this Note is entitled to the
benefits and security of, and is secured by, the Loan Agreement, the other
Security Documents and the other Loan Documents.




            Upon the occurrence of
an Event of Default, the entire outstanding principal balance of the
indebtedness evidenced hereby, together with all accrued and unpaid interest
thereon, may be declared, and immediately shall become, due and payable in
full, as provided in the Loan Agreement.






 




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Upon the occurrence of any Event of
Default, at the option of Holder and without notice to Maker, all accrued and
unpaid interest, if any, shall be added to the outstanding principal balance
hereof, and the entire outstanding principal balance, as so adjusted, shall
bear interest thereafter until paid at an annual rate (the "Default
Rate") equal to the lesser of (1) the rate that is two percentage
points (2.0%) in excess of the above-specified interest rate, or (2) the
maximum rate of interest allowed to be charged under applicable law (the "Maximum
Rate"), regardless of whether there has been an acceleration of the
payment of principal as set forth herein.  All such interest shall be paid at
the time of and as a condition precedent to the curing of any such Event of
Default.




            In the event this Note is placed in the hands of
an attorney for collection or for enforcement or protection of the security, or
if Holder incurs any costs incident to the collection of the indebtedness
evidenced hereby or the enforcement or protection of the security, Maker and
any indorsers hereof agree to pay to Holder an amount equal to all such costs,
including without limitation reasonable attorney's fees and all court and other
costs.




            Presentment for payment, demand, protest and
notice of demand, protest and nonpayment are hereby waived by Maker and all
other parties hereto.  No failure to accelerate the indebtedness evidenced
hereby by reason of default hereunder, acceptance of a past-due installment or
other indulgences granted from time to time, shall be construed as a novation
of this Note or as a waiver of such right of acceleration or of the right of
Holder thereafter to insist upon strict compliance with the terms of this Note
or to prevent the exercise of such right of acceleration or any other right
granted hereunder or by applicable laws.  No extension of the time for payment
of the indebtedness evidenced hereby or any installment due hereunder, made by
agreement with any person now or hereafter liable for payment of the
indebtedness evidenced hereby, shall operate to release, discharge, modify,
change or affect the original liability of Maker hereunder or that of any other
person now or hereafter liable for payment of the indebtedness evidenced
hereby, either in whole or in part, unless Holder agrees otherwise in writing. 
This Note may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or
discharge is sought.




            All agreements herein made are expressly limited
so that in no event whatsoever, whether by reason of advancement of proceeds
hereof, acceleration of maturity of the unpaid balance hereof or otherwise,
shall the interest and loan charges agreed to be paid to Holder for the use of
the money advanced or to be advanced hereunder exceed the maximum amounts
collectible under applicable laws in effect from time to time.  If for any
reason whatsoever the interest or loan charges paid or contracted to be paid in
respect of the indebtedness evidenced hereby shall exceed the maximum amounts
collectible under applicable laws in effect from time to time, then, ipso
facto, the obligation to pay such interest and/or loan charges shall be
reduced to the maximum amounts collectible under applicable laws in effect from
time to time, and any amounts collected by Holder that exceed such maximum
amounts shall be applied to the reduction of the principal balance remaining
unpaid hereunder and/or refunded to Maker so that at no time shall the interest
or loan charges paid or payable in respect of the indebtedness evidenced hereby
exceed the maximum amounts permitted from time to time by applicable law.  This
provision shall control every other provision in any and all other agreements
and instruments now existing or hereafter arising between Maker and Holder with
respect to the indebtedness evidenced hereby.




 




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            This Note is intended as a contract under and
shall be construed and enforceable in accordance with the laws of the State of
Tennessee, except to the extent that federal law may be applicable to the
determination of the Maximum Rate.




            IN WITNESS WHEREOF, Maker has executed
this Note, or has caused this Note  to be executed by its duly authorized
officer or other representative, as of the date first above written.




                                                                        





  	 MAKER:
	  
	Home
Solutions of America, Inc.
	  
	By:_______________________________________
	              Title:_______________________________




 

 




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