HOME SOLUTIONS OF AMERICA, INC.
(f/k/a U S INDUSTRIAL SERVICES, INC.)
(a Delaware corporation)

AMENDED
AND RESTATED BY-LAWSARTICLE I
Stockholders' Meetings; Voting

Section
1.1. Annual Meetings.  An annual meeting of stockholders for the
election of directors shall be held annually on such date and at such time and
place, either within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors and stated in the notice of the annual
meeting of stockholders.  Any other proper business may be transacted at the
annual meeting of stockholders.

Section
1.2. Special Meetings.  Special meetings of stockholders may be called
at any time by the Chairman of the Board, the President, the Board of
Directors, or as provided in Section 2.2, to be held at such date, time and
place either within or without the State of Delaware as may be stated in the
notice of the meeting. A special meeting of stockholders shall be called by the
Secretary upon the written request, stating the purpose of the meeting, of
stockholders who together own of record at least forty percent (40%) of the
outstanding shares of stock entitled to vote at such meeting.

Section
1.3. Notice of Meetings.  Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.  The Corporation shall, at the written
request of any stockholder, cause such notice to such stockholder to be
confirmed to such other address and/or by such other means as such stockholder
may reasonably request, provided that if such written request is received after
the date any such notice is mailed, such request shall be effective for
subsequent notices only.

Section
1.4. Adjournments.  Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.



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Section 1.5. Quorum.  At each meeting of
stockholders, except where otherwise provided by law or the Certificate of
Incorporation or these By-Laws, the holders of a majority of the outstanding
shares of each class of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum. With respect to any
matter on which stockholders vote separately as a class, the holders of a
majority of the outstanding shares of such class shall constitute a quorum for
a meeting with respect to such matter.  Two or more classes or series of stock shall be considered a single class for
purposes of determining existence of a quorum for any matter to be acted on if
the holders thereof are entitled or required to vote together as a single class
at the meeting on such matter. In the absence of a quorum, the stockholders so
present may, by majority vote, adjourn the meeting from time to time in the
manner provided by Section 1.4 of these By-Laws until a quorum shall attend.

Section 1.6. Organization.  Meetings of
stockholders shall be presided over by the Chairman of the Board, or in his
absence by the President, or in his absence by a Vice President, or in the
absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

Section 1.7. Voting; Proxies.  Unless otherwise
provided in the Certificate of Incorporation, each stockholder entitled to vote
at any meeting of stockholders shall be entitled to one vote for each share of
stock held by him which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot and need not
be conducted by inspectors unless the holders of a majority of the outstanding
shares of any class of stock entitled to vote thereon present in person or by
proxy at such meeting shall so determine. At all meetings of stockholders for
the election of directors, such election and all other elections and questions
shall, unless otherwise provided by law or by the Certificate of Incorporation
or these By-Laws, be decided by the vote of the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at the meeting, voting as a single class.

Section 1.8. Fixing Date for Determination of
Stockholders of Record.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. If no
record date is fixed:  (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board is necessary, shall be the day on
which the first written consent is expressed; and (3) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.



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Section 1.9. List of
Stockholders Entitled to Vote.  The Secretary shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.

Section 1.10. Consent
of Stockholders in Lieu of Meeting.  To the extent provided by any statute
at the time in force, whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, by any statute, by the Certificate of Incorporation or by these
By-Laws, the meeting and prior notice thereof and vote of stockholders may be
dispensed with if the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted shall consent in writing to such corporate action without a meeting
by less than unanimous written consent and notice thereof shall be given to
those stockholders who have not consent in writing.

ARTICLE II
Board of Directors

Section 2.1. Powers;
Number; Qualifications.  The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors, except as may
be otherwise provided by law or in the certificate of incorporation. The number
of Directors which shall constitute the whole Board of Directors shall not be
less than one (1) nor more than nine (9). Within such limits, the number of
directors may be fixed from time to time by vote of the stockholders or of the
Board of Directors, at any regular or special meeting, subject to the
provisions of the Certificate of Incorporation.

Section 2.2. Election; Term of Office; Resignation;
Removal; Vacancies; Special Elections.  Except as otherwise provided in
this Section 2.2, the directors shall be elected annually at the annual meeting
of the stockholders. Each director (whenever elected) shall hold office until
the annual meeting of stockholders or any special meeting of stockholders
called to elect directors next succeeding his election and until his successor
is elected and qualified or until his earlier resignation or removal, except as
provided in the Certificate of Incorporation. Any director may resign at any
time upon written notice to the Board of Directors or to the Chairman of the
Board or to the President of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. Any
director may be removed with or without cause at any time upon the affirmative
vote of the holders of a majority of the outstanding shares of stock of the
Corporation entitled to vote for the election of such director, given at a
special meeting of such stockholders called for the purpose. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of directors shall be increased, the
directors then in office shall continue to act, and such vacancies may be
filled by a majority of the directors then in office, though less than a
quorum; provided, however, that whenever the holders of any class or classes of
stock or series thereof are entitled to elect one or more director's by the
provisions of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series shall be filled by a majority
of the directors elected by such class or classes or series thereof then in
office though less than a quorum or by a sole remaining director so elected.
Any such vacancies or newly created directorships may also be filled upon the
affirmative vote of the holders of a majority of the outstanding shares of
stock of the Corporation entitled to vote for the election of directors, given
at a special meeting of the stockholders called for the purpose.

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Section 2.3. Regular
Meetings.  Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board
may from time to time determine, and if so determined notice thereof need not
be given.

Section 2.4. Special
Meetings.  Special meetings of the Board of Directors may be held at any
time or place within or without the State of Delaware whenever called by the
Chairman of the Board, by the President or by any two directors. Reasonable
notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Telephonic
Meetings Permitted.  Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, any member of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the Board or of such
committee, as the case may be, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
By-Law shall constitute presence in person at such meeting.

Section 2.6. Quorum;
Vote Required for Action. At all meetings of the Board of Directors the
presence of a majority of the total number of directors shall constitute a
quorum for the transaction of business. The vote of at least a majority of the
directors present at any meeting at which a quorum is present shall be
necessary to constitute and shall be the act of the Board unless the
Certificate of Incorporation or these By-Laws shall otherwise provide. In case
at any meeting of the Board a quorum shall not be present, the members of the
Board present may adjourn the meeting from time to time until a quorum shall
attend.

Section 2.7. Organization. 
Meetings of the Board of Directors shall be presided over by the Chairman of
the Board, or in his absence by the President, or in their absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

Section 2.8. Action
by Directors Without a Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting ifall members of the Board or
such committee, as the case may be, consents thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

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Section 2.9. Compensation.  Directors, as such,
may receive annual stipends for and a fixed sum and expenses for attendance at
each regular or special meeting of the board, and for attendance as members of
committees of which he is a member; provided, that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor; and provided further, that
directors may be granted stock options, stock appreciation rights and similar
rights pursuant to the Corporation's stock option plans and other plans, as
from time to time in effect.

ARTICLE III

Committees

Section 3.1. Committees.  The Board of
Directors may, by resolution passed by a majority of the total number of
directors, designate an Executive Committee, a Compensation Committee, an Audit
Committee, and one or more committees, each committee to consist of one or more
of the directors of the Corporation. Any such committee, to the extent provided
in the resolution of the Board, and unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, to the full extent permitted by law.

Section 3.2. Committee Rules.  Unless the Board
of Directors otherwise provides, each committee designated by the Board may
adopt, amend and repeal rules for the conduct of its business. In the absence
of a provision by the Board or a provision in the rules of such committee to
the contrary, the entire authorized number of members of such committee shall
constitute aquorum for the transaction of business, the vote of all
such members present at a meeting shall be the act of such committee, and in
other respects each committee shall conduct its business pursuant to Article II
of these By-Laws.

ARTICLE IV
Officers

Section 4.1. Officers; Election.  As soon as
practicable after the annual meeting of stockholders in each year, the Board
shall elect a President and a Secretary. The Board may also elect a Chairman of
the Board, one or more Vice Presidents, one or more Assistant Vice Presidents,
one or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers and may give any of them such further designations or alternate
titles as it considers desirable. Any number of offices may be held by the same
person.

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Section 4.2. Term of Office; Resignation; Removal;
Vacancies.  Except as otherwise provided in the resolution of the Board of
Directors electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of stockholders next succeeding
his election, and until his successor is elected and qualified or until his earlier
resignation or removal.  Any officer may resign at any time upon written notice
to the Board, to the Chairman of the Board or to the President of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time, provided that such action by the Board shall require
the vote of a majority of the whole Board. Any such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall or may be filled for the
unexpired portion of the term by the Board at any regular or special meeting in
the manner provided in Section 4.1 for election of officers following the
annual meeting of stockholders.

Section 4.3. Chairman of the Board.  The
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders at which he shall be present. He shall have and may
exercise such powers and perform such other duties as are, from time to time,
assigned to him by the Board and as may be provided by law.

Section 4.4. President.
 The President shall be the chief executive officer and shall have general
charge and supervision of the business of the Corporation. In addition, he
shall perform all duties incident to such office, and such other duties as,
from time to time, may be assigned to him by the Board or as may be provided by
law. In the absence of the Chairman of the Board, the President shall preside
at all meetings of stockholders. He shall have general and active management of
the business of the Corporation and shall see that all orders and resolutions
of the Board are carried into effect; subject, however, to the right of the
Board to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or officers of the
Corporation.

Section 4.5. Vice
Presidents.  The Vice President or Vice Presidents (including Executive
Vice Presidents and Senior Vice Presidents), shall perform the duties as shall
be assigned to him by the Board of Directors.

Section 4.6. Secretary.
 The Secretary shall have the duty to record the proceedings of the meetings of
the stockholders, the Board of Directors and any committees in a book to be
kept for that purpose; he shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; he shall
be custodian of the records of the Corporation; he may affix the corporate seal
to any document the execution of which, on behalf of the Corporation, is duly
authorized, and when so affixed may attest the same; and, in general, he shall
perform all duties incident to the office of secretary of a corporation, and
such other duties as, from time to time, may be assigned to him by the Board,
the Chairman of the Board, or the President or as may be provided by law.

Section 4.7. Treasurer. 
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit or
cause to be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by or under authority of the Board of Directors;
if required by the Board, he shall give a bond for the faithful discharge of
his duties, with such surety or sureties as the Board may determine; he shall
keep or cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation and shall render to the Chairman of
the Board, the President and to the Board, whenever requested, an account of
the financial condition of the Corporation; and, in general, he shall perform
all the duties incident to the office of treasurer of a corporation, and such
other duties as may be assigned to him by the Board, the Chairman of the Board,
or the President or as may be provided by law.

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Section 4.8. Other Officers.  The other
officers, if any, of the Corporation shall have such powers and duties in the
management of the Corporation as shall be stated in a resolution adopted by the
Board of Directors which is not inconsistent with these By-Laws and, to the
extent not so stated, as generally pertain to their respective offices, subject
to the control of the Board.  The Chairman of the Board or the President may
appoint persons to serve as Assistant Secretaries of the Corporation and to
hold such office as determined at the time of appointment but not beyond the
period in Section 4.2. The Board may require any officer, agent or employee to
give security for the faithful performance of his duties.

ARTICLE V
Stock

Section 5.1. Certificates.
 Every holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board of Directors or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation, certifying the number of shares owned by him in the Corporation.
If such certificate is manually signed by one officer or manually countersigned
by a transfer agent or by a registrar, any other signature on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock
Certificates; Issuance of New Certificates.  The Corporation may issue a
new certificate of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

ARTICLE VI
Miscellaneous

Section 6.1. Seal.  The Corporation may have a
corporate seal which shall have the name of the Corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors. The corporate seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.

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Section 6.2. Waiver of Notice of Meetings of
Stockholders, Directors and Committees.Whenever notice is required
to be given by law or under any provision of the Certificate of Incorporation
or these By-Laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these By-Laws.

Section 6.3. Form of Records. Any records
maintained by the Corporation in the regular course of its business, including
its stock ledger, books of account and minute books, may be kept on, or be in
the form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.

Section 6.4. Dividends.  Dividends upon the
stock of the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, bonds, in
property, or in shares of stock, subject to the provisions of the Certificate
of Incorporation.

Section 6.5. Reserves.  Before the payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes as the directors shall
think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve.

Section 6.6. Checks. All checks or demands for
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

Section 6.7. Fiscal Year. The fiscal year of the
Corporation shall be the year ending September 30.

Section 6.8. Offices.  The registered office of
the Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware. The Corporation may also have offices at such other places within
or outside the State of Delaware as the Board of Directors may from time to
time determine or the business of the Corporation may require.

ARTICLE VII
Amendments

Section 7.1. Amendments. These By-Laws may be
altered, amended or repealed at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment or repeal be
contained in the notice of such special meeting.



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ARTICLE
VIII
Indemnification

Section 8.1. Indemnification. The Corporation
shall indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person, or a person of whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Corporation or any predecessor' of
the Corporation, or serves or served any other enterprise as a director,
officer, employee or agent at the request of the Corporation or any predecessor
of the Corporation. For purposes of this Article, references to "the
Corporation" shall be deemed to include any subsidiary of the Corporation
now or hereafter organized under the laws of the State of Delaware.

Section 8.2. Expenses. The Corporation may pay
any expenses reasonably incurred by a director or officer in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or' officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
under this Article or otherwise. The Corporation
may, by action of its Board of Directors, provide for the payment of such
expenses incurred by employees and agents of the Corporation as it deems
appropriate.

Section 8.3. Non-Exclusive.
The rights conferred on any person under this Article shall not be deemed
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Corporation's Certificate of Incorporation,
By-Laws, agreement, vote of stockholders or indemnification and to the
advancement of expenses under this Article shall be deemed to be provided by a
contract between the Corporation and the director, officer, employee or agent
who serves in such capacity at any time while these By-Laws and any other
relevant provisions of the Delaware General Corporation Law and any other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.









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