**Exhibit10.1****FIRST AMENDMENT TO CREDIT AGREEMENT**THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 30,2007, is between HOME SOLUTIONS OF AMERICA, INC., a Texas corporation (the “Borrower”),each of the Lenders that is a signatory hereto (individually, together with its successors andassigns, a “Lender”, and collectively the “Lenders”), and TEXAS CAPITAL BANK, N.A.,a national banking association (in its individual capacity, “TCB”), and as administrativeagent for the Lenders (in such capacity, together with its successors in such capacity, the“Administrative Agent”).R E C I T A L S:A. Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement datedNovember 1, 2006 (as may be amended, modified or supplemented from time to time, the“Agreement”), pursuant to which Lenders made revolving credit loans and term loansavailable to Borrower under the terms and provisions stated therein.B. Borrower has requested an amendment of certain provisions of the Agreement.C. Borrower, Administrative Agent and Lenders now desire to amend the Agreement, subject tothe performance and observance in full of each of the covenants, terms and conditions as herein setforth herein.NOW, THEREFORE, in consideration of the premises herein contained and other good and valuableconsiderations, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:ARTICLE I**Definitions**Section 1.1 Definitions. Capitalized terms used in this Amendment, to the extent nototherwise defined herein, shall have the same meaning as in the Agreement, as amended hereby.ARTICLE II**Amendment to Agreement**Section 2.1 Amendments to Section 1.1 (Definitions). (a) The definition of “BorrowingBase” found in Section 1.1 of the Agreement is amended and restated in its entirety to read asfollows:“Borrowing Base” means, at any time based on the currentBorrowing Base Report, an amount equal to the sum of (a) until theIncrease Trigger Date and on January 1, 2008 and thereafter 80% ofthe value of Eligible Accounts Receivable, and from the IncreaseTrigger Date through December 31, 2007 85% of the value of EligibleAccounts Receivable plus (b) 50% of the value ofEligible Poe Receivables, plus (c) the lesser of (i) $5,000,000 and(ii) 50% of the value of Eligible Inventory.First Amendment to Credit Agreement
 
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(b) The definition of “Current Ratio” found in Section 1.1 of the Agreement is amendedby inserting at the end of the definition the following sentence:In addition, Subordinated Debt will not be included in currentliabilities.(c) The following definition is added, in alphabetical order, to Section 1.1 of theAgreement:“Increase Trigger Date” means March 31, 2007 provided that(a) the Administrative Agent receives a field audit of theCollateral and systems of the Borrower and the Guarantors from FreedMaxick satisfactory to it and the Majority Lenders and (b) theBorrower delivers to the Administrative Agent and the Lenders theinitial monthly Borrowing Base Report contemplated in Section 7.1(e)hereof.Section 2.2 Amendment to Section 2.1(b)(iii) (Interest). The parties have agreed thatthe interest rate on Revolving Credit Advances shall remain at the Base Rate minus 0.25 percentagepoints through December 31, 2007; consequently, the first sentence of Section 2.1(b)(iii) of theAgreement is amended and restated in its entirety to read as follows:The unpaid principal amount of the Revolving Credit Advances shall,subject to the following sentence, bear interest (A) for the periodbeginning with the first Advance through and including December 31,2007, at the Base Rate minus 0.25 percentage points and (B) at alltimes thereafter, at the Base Rate minus 0.50 percentage points.Section 2.3 Amendment to Section 2.1(c)(iii) (Interest). The parties have agreed thatthe interest rate on the unpaid principal amount of the Term Loan shall remain at the Base Rateminus 0.25 percentage points through December 31, 2007; consequently, the first sentence of Section2.1(c)(iii) of the Agreement is amended and restated in its entirety to read as follows:The unpaid principal amount of the Term Loan shall, subject to thefollowing sentence, bear interest (A) for the period beginning withthe first Advance through and including December 31, 2007, at theBase Rate minus 0.25 percentage points and (B) at all timesthereafter, at the Base Rate minus 0.50 percentage points.Section 2.4 Amendment to Section 7.1(e) (Borrowing Base Report). The parties haveagreed that advances shall be governed by a monthly Borrowing Base Report; consequently, Section7.1(e) of the Agreement is amended and restated in its entirety to read as follows:First Amendment to Credit Agreement
 
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(e) Borrowing Base Report. As soon as available, and in anyevent within 50 days after the end of each calendar quarter untiltheIncrease Trigger Date and within 30 days after the end of each monthafter the Increase Trigger Date, a Borrowing Base Report, certifiedby the chief financial officer of the Borrower, which Borrowing BaseReport shall be accompanied by the details of calculation thereofand by an accounts receivable aging summary and detailed agingreports, in each case by entity, and shall be based upon publiclyavailable financial information contained in the Borrower’s Form10-K and Form 10-Q reports, as applicable and such other non-publicinformation as may be necessary to accurately report the BorrowingBase in detail;Section 2.5 Amendment to Section 9.3 (Maximum Leverage Amount). The parties haveagreed that the maximum leverage amount shall increase for the period beginning January 1, 2007through December 31, 2007; consequently, Section 9.3 of the Agreement is amended and restated inits entirety as follows:Section 9.3 Maximum Leverage Amount. The Borrower will notallow total Debt, including Letter of Credit Liabilities, to exceed(a) at any time prior to December 31, 2006, Free Cash Flow of theBorrower and Subsidiaries for the preceding two calendar quarterstimes two and one half (2.5) minus (i) Aged Receivablesplus (ii) Aged Accounts Receivable Reserves; (b) fromJanuary 1, 2007 through December 31, 2007, Free Cash Flow of theBorrower and Subsidiaries for the preceding two calendar quarterstimes three (3) minus (i) Aged Receivables plus (ii)Aged Accounts Receivable Reserves; and (c) at all times from andafter January 1, 2008, Free Cash Flow of the Borrower andSubsidiaries for the preceding two calendar quarters times two (2)minus (i) Aged Receivables plus (ii) Aged AccountsReceivable Reserves.Section 2.6 Amendment to Exhibit A (Borrowing Base Report). On the Increase TriggerDate, Exhibit A to the Agreement is hereby amended, and all the references in the Loan Documents toExhibit A are hereby deemed to be references to the attached Exhibit A.Section 2.7 Amendment to Exhibit B (Compliance Certificate). Exhibit B to theAgreement is hereby amended, and all the references in the Loan Documents to Exhibit B are herebydeemed to be references to the attached Exhibit B.ARTICLE III**Conditions Precedent**Section 3.1 Conditions. This Amendment shall be effective upon the satisfaction ofthe following conditions precedent:(a) Administrative Agent shall have verified or received all of the following (in thecase of documents, each dated or verified not later than (unless otherwiseindicated) the date of this Amendment, in form and substance satisfactory toAdministrative Agent):First Amendment to Credit Agreement
 
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(i) This Amendment duly executed by Borrower, Administrative Agent and Lenders.(ii) Payment by Borrower of a $100,000.00 amendment fee.(iii) Receipt by the Administrative Agent of a backlog report, in such detailas the Administrative Agent may require, of projects currently in progress and ofprogress billings.(iv) Receipt of a company-wide accounts receivable aging summary, in form andin such detail acceptable to the Administrative Agent.(v) Receipt of billing, accounts receivable and accounts payable agings for theEligible Poe Receivables related to the del Mar and Vista projects, in form and insuch detail acceptable to the Administrative Agent.(vi) Receipt of quarterly budget and projections reports for 2007, in form andin such detail acceptable to the Administrative Agent.(vii) Receipt of an opinion of Borrower’s counsel satisfactory to theAdministrative Agent.(viii) Such additional documents, instruments and information as AdministrativeAgent or its legal counsel, Winstead PC, may reasonably request.(b) The representations and warranties contained herein and in all other LoanDocuments, as amended hereby, shall be true and correct in all material respects as of thedate hereof as if made on the date hereof.(c) After giving effect to this Amendment, no Event of Default shall have occurred andbe continuing and no event or condition shall have occurred and be continuing that with thegiving of notice or lapse of time or both would be an Event of Default.(d) All corporate proceedings taken in connection with the transactions contemplated bythis Amendment and all documents, instruments, and other legal matters incident theretoshall be reasonably satisfactory to the Administrative Agent and its legal counsel, WinsteadPC.ARTICLE IV**Ratifications, Representations and Warranties**Section 4.1 Ratifications. The terms and provisions set forth in this Amendment shallmodify and supersede all inconsistent terms and provisions set forth in the Agreement and except asexpressly modified and superseded by this Amendment, the terms and provisions of theAgreement are ratified and confirmed and shall continue in full force and effect. Borrowerand Lenders agree that the Agreement as amended hereby shall continue to be legal, valid, bindingand enforceable in accordance with its terms.First Amendment to Credit Agreement
 
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Section 4.2 Representations and Warranties. Borrower hereby represents and warrantsto Lenders that (i) the execution, delivery and performance of this Amendment and any and all otherLoan Documents executed and/or delivered in connection herewith have been authorized by allrequisite organizational action on the part of Borrower and will not violate the organizationaldocuments of Borrower, (ii) the resolutions delivered in connection with the Agreement remain infull force and effect; (iii) after giving effect to this Amendment, the representations andwarranties contained in the Agreement, as amended hereby, and any other Loan Document are true andcorrect in all material respects and as of the date hereof as though made on and as of the datehereof, (iv) after giving effect to this Amendment, no Event of Default has occurred and iscontinuing and no event or condition has occurred and is continuing that with the giving of noticeor lapse of time or both would be an Event of Default, (v) after giving effect to this Amendment,Borrower is in full compliance in all material respects with all covenants and agreements containedin the Agreement as amended hereby, and (vi) it has read, understood and will comply with therestrictions on payments contained in the subordination agreements relating to the SubordinatedDebt, which restrictions prohibit, among other things, payment while an Event of Default exists.ARTICLE V**Miscellaneous**Section 5.1 Reference to the Agreement. Each of the Loan Documents, including theAgreement and any and all other agreements, documents or instruments now or hereafter executed anddelivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended hereby,are hereby amended so that any reference in such Loan Documents to the Agreement shall mean areference to the Agreement as amended hereby.Section 5.2 Expenses of Administrative Agent; Etc. As provided for in the Agreement,Borrower agrees to pay on demand all reasonable costs and expenses incurred by Administrative Agentin connection with the preparation, negotiation, and execution of this Amendment, and the otherLoan Documents executed pursuant hereto and any and all matters related to the Loan Documentsincluding, without limitation, the reasonable fees and expenses of Administrative Agent’s legalcounsel, and all reasonable costs and expenses incurred by Administrative Agent (including legalfees and expenses) in connection with the administration of the Loan Documents and the enforcementor preservation of any rights under the Agreement, as amended hereby, or any other Loan Documents.Section 5.3 Severability. Any provisions of this Amendment held by court of competentjurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of thisAmendment and the effect thereof shall be confined to the provisions so held to be invalid orunenforceable.First Amendment to Credit Agreement
 
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Section 5.4 Applicable Law. This Amendment and all other Loan Documents executedpursuant hereto shall be governed by and construed in accordance with the laws of the State ofTexas.Section 5.5 Successors and Assigns. This Amendment is binding upon and shall inure tothe benefit of Lenders and Borrower and their respective successors and assigns.Section 5.6 Counterparts. This Amendment may be executed in one or more counterparts,each of which when so executed shall be deemed to be an original but all of which when takentogether shall constitute one and the same instrument.Section 5.7 Headings. The headings, captions, and arrangements used in this Amendmentare for convenience only and shall not affect the interpretation of this Amendment.Section 5.8 NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTSAND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEENTHE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.**[Intentionally Left Blank; Signature Page Follows]**First Amendment to Credit Agreement
 
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**EXECUTED**as of the day and year first above written.       **BORROWER**:       HOME SOLUTIONS OF AMERICA, INC.       By: /s/ Jeffrey M. Mattich         Jeffrey M. Mattich    Chief Financial Officer       **ADMINISTRATIVE AGENT**:       TEXAS CAPITAL BANK, N.A.       By: /s/ Ronald K. Baker         Ronald K. Baker    Executive Vice PresidentFirst Amendment to Credit Agreement — Signature Page
 
 

 
       **LENDERS**:       TEXAS CAPITAL BANK,  NATIONAL ASSOCIATION,  as Lender       By: /s/ Ronald K. Baker         Ronald K. Baker    Executive Vice President       Address for Notices:  2100 McKinney Avenue, Suite 900  Dallas, TX 75201  Phone No.: (214) 932-6665  Fax No.: (214) 932-6604  Attention: Ronald K. Baker  e-mail: ron.baker@texascapitalbank.comFirst Amendment to Credit Agreement — Signature Page
 
 

 
       AMEGY BANK, N.A.,  as Lender       By: /s/ Stephanie Flores         Stephanie Flores    Vice President       Address for Notices:  1807 Ross Avenue, Suite 400  Dallas, Texas 75201  Phone No.: (214) 754-9437  Fax No.: (214) 754-6640  Attention: Stephanie Flores  e-mail: Stephanie.flores@amegybank.comFirst Amendment to Credit Agreement — Signature Page
 
 

 
       BANK OF OKLAHOMA, NA,  as Lender       By: /s/ David Lamb         David Lamb    Senior Vice President, Lending Officer       Address for Notices:  P.O. Box 2300, 8th Floor  Tulsa, Oklahoma 74192  Phone No.: (918) 588-8685  Fax No.: (918) 295-0400  Attention: David Lamb  e-mail: dlamb@bokf.comFirst Amendment to Credit Agreement — Signature Page
 
 

 
       COMPASS BANK,  as Lender       By: /s/ Key Coker         Key Coker    Executive Vice President       Address for Notices:  8080 North Central Expressway, Suite 250  Dallas, Texas 75206  Phone No.: (214) 706-8044  Fax No.: (214) 346-2746  Attention: Key Coker  e-mail: key.coker@compassbank.comFirst Amendment to Credit Agreement — Signature Page