Exhibit 4.1







 




Execution Copy


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS.  THESE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO REGISTRATION
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE
PARENT OF AN OPINION OF COUNSEL SATISFACTORY TO THE PARENT THAT SUCH
REGISTRATION IS NOT REQUIRED.






WARRANT CERTIFICATE




For Purchase of up to
2,000,000 Shares of Common Stock




of




HOME SOLUTIONS OF
AMERICA, INC.




October 26, 2006






THIS CERTIFIES
THAT, for value received, William E. Edwards, Jr., Stephen Scott Sewell, William
Aaron Bennett, BNOB Construction Services, LLC, and William James Bennett (each of the
foregoing are referred to herein individually as a "Holder"
collectively as the "Holders") are entitled, subject to the terms
and conditions of this Warrant Certificate (this "Warrant"), to
purchase from Home Solutions of America, Inc., a Delaware corporation (the "Parent"),
an aggregate amount of Two Million (2,000,000) fully paid and nonassessable
shares of the common stock, par value $.001 per share of the Parent (the "Common
Stock"; the shares of Common Stock issuable under this Warrant are referred
to herein as the "Warrant Shares").




This Warrant
is executed in connection with the transactions contemplated by the Agreement
and Plan of Merger among the Parent, Home Solutions Restoration of Louisiana,
Inc., a Louisiana corporation and a wholly-owned subsidiary of the Parent ("Merger
Sub"), and Associated Contractors II, L.L.C, a Louisiana limited
liability company (the "Company"), among others, dated as of
October 26, 2006 (the "Merger Agreement") pursuant to which the
Company will merge with and into Merger Sub (the "Merger"), with Merger
Sub to be the surviving corporation of the Merger.  Capitalized terms not
defined in this Warrant shall have the respective meanings given to such terms
in the Merger Agreement.






	
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This Warrant
may be exercised only upon certain circumstances set forth herein, by
presentation and surrender of this Warrant Certificate, together with (i) a
completed and executed Election to Purchase in the form attached as Annex I
attached hereto, at any time during the Exercise Period (as hereinafter
defined), at the principal office of the Parent or at such other office as
shall have been theretofore designated by the Parent by notice pursuant hereto,
and (ii) payment to the Parent of the applicable Exercise Price (as hereinafter
defined).  In certain contingencies provided for below, the number of Warrant
Shares subject to purchase hereunder or the Exercise Price therefor are subject
to adjustment.




This Warrant
is subject to the following terms and conditions:




1.         Vesting
and Exercise of Warrant.


            (a)        Once
the division of the Merger Sub that operates the Business after the Merger (the
"Associated Division") earns $9,000,000 (the "Trigger
Amount") of earnings before interest, taxes, depreciation and amortization
as calculated in accordance with generally accepted accounting principles
consistently applied ("EBITDA"), the rights to purchase Warrant
Shares pursuant to this Warrant shall vest incrementally (if at all)  as
follows:




                        (i)         For every additional $2,500,000 of
EBITDA over the Trigger Amount earned by the Associated Division (each such
amount an "EBITDA Threshold") during the period commencing with the
Closing Date and ending with the second anniversary of the Closing Date, the
right to purchase 100,000 of the Warrant Shares in accordance with this Warrant
shall vest in the Holders.




                        (ii)        Subject to Section 1(a)(iii)
below, the rights to purchase Warrant Shares shall vest immediately upon each
successive achievement of the EBIDTA Threshold by the Associated Division as described
above, although such vesting shall be subject to confirmation by the Parent
that such EBITDA Threshold was achieved.  In addition, the rights to purchase
the Warrant Shares shall vest among the Holders pro rata in accordance with the
percentages set forth on Annex II attached hereto (the "Vesting
Percentages").  


                        (iii)       With respect to the rights to
purchase any Warrant Shares that have not vested in accordance with this Section
1(a) before the second anniversary of the Closing Date, this Warrant shall
automatically become void and of no force or effect, and shall be cancelled
with respect to such unvested rights.  




                        (iv)       With respect to the rights to
purchase any Warrant Shares that have vested in accordance with this Section
1(a) before the second anniversary of the Closing Date, this Warrant shall
be exercisable for and during the Exercise Period (as defined below).




(b)        The term "Exercise Period" shall, with respect
to each group of rights to purchase 100,000 Warrant Shares described in Section
1(a)(i) above (each a "Vesting Group"), mean and refer to a
period commencing on the date that the Parent confirms in writing the
achievement of the EBITDA Threshold that results in the vesting of such Vesting
Group, and ending at midnight, central standard time, on December 31, 2009. 






	
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(c)        Any
vested purchase rights that are represented by this Warrant are exercisable at
the option of each Holder of such purchase rights in whole at any time, or in
part from time to time (but not as to a fractional share of Common Stock),
during the Exercise Period.  Upon the achievement of each successive EBITDA Threshold
by the Associated Division and the confirmation of such achievement by the
Parent, the Parent shall amend Annex III attached hereto to reflect the
number of outstanding vested and unvested rights to purchase Warrant Shares.  In
the case of the purchase of, or the surrender of rights to purchase, less than
all the Warrant Shares purchasable under this Warrant, the Parent shall amend the
previous Annex III to reflect the number of outstanding vested and
unvested rights to purchase Warrant Shares. 




            (d)        The
number of Warrant Shares issuable hereunder shall be subject to reduction upon
exercise of the Parent's offset rights for indemnity claims under Section
10.01 of the Merger Agreement.  For purposes of determining the number of
Warrant Shares to be reduced pursuant to an indemnity claim by Parent, the
value of the Warrant Shares shall be equal to the current Fair Market Value (as
defined below) of the Warrant Shares.   "Fair Market Value" of a
Warrant Share shall be equal to the 30-day trailing average of the closing
price of the Common Stock on the Nasdaq Global Market (or any other securities
exchange or national quotation system on which the Common Stock may then be listed
or quoted) on the date the claim is settled.  To the extent the value of a
claim is less than the total value of the Warrant Shares (and thus the
disbursement will be for less than all of the Warrant Shares), then Parent
shall amend the previous Annex III to reflect the number of outstanding
vested and unvested rights to purchase Warrant Shares.




2.         Price. 
The purchase price of each Warrant Share purchasable pursuant to the exercise
of this Warrant (the "Exercise Price") shall be $0.01, subject to
adjustment as set forth herein, payable by bank check or wire transfer of same
day funds. 




            3.         Anti-Dilution
Provisions.  The Exercise Price in effect at any time and the number of
Warrant Shares and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of any of
the following events:




            (a)        In
case at any time the Parent shall subdivide its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced, and there shall be a
proportionate increase in the number of Warrant Shares issuable hereunder.  In
case at any time the outstanding shares of Common Stock of the Parent shall be
combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased, and
there shall be a proportionate decrease in the number of Warrant Shares
issuable hereunder.   






	
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            (b)        In
case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock, or in case of any consolidation, merger or
other business combination of the Parent with or into another corporation or
other entity (other than a merger with a subsidiary in which merger the Parent
shall be the continuing corporation and which shall not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon conversion of this Warrant) or in
case of any sale, lease or conveyance to another corporation or other entity of
all or substantially all of the assets of the Parent, the Parent shall cause
effective provisions to be made so that the Holders, at any time after the
consummation of such reclassification, change, consolidation, merger, sale,
lease, conveyance, dividend or distribution, shall be entitled to receive upon
exercise of this Warrant during the Exercise Period and in lieu of the shares
of Common Stock that would have been issued immediately prior to consummation
of such transaction, the stock or other securities or property to which the Holders
would have been entitled upon such consummation if this Warrant had been
exercised into shares of Common Stock immediately prior to such consummation. 
Any such provision shall include provisions for adjustments that shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Section 3(b) shall similarly
apply to successive reclassifications, capital reorganizations and changes of
shares of Common Stock and to successive consolidations, mergers, sales, leases
or conveyances.  In the event that, in connection with any such capital
reorganization or reclassification, consolidation, merger, sale, lease or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Parent other than Common Stock, any such issue shall be treated as an issue of
Common Stock subject to the provisions of this Section 3. 


            (c)        In
each case of any event described above that may require any adjustment or
readjustment in the shares of Common Stock issuable upon the exercise of this
Warrant, the Parent at its expense will promptly compute the adjustment or
readjustment, if any, in accordance with this Warrant and provide written
notice of such adjustment or readjustment to the Holders. 




4.         Representations
of the Holders.  In consideration of the issuance of this Warrant, each Holder
represents, warrants and covenants, to the Parent as follows:


            (a)        Authorization. 
Such Holder has the necessary power and authority to execute and deliver this
Warrant and to perform his obligations hereunder.  The execution and delivery
of, and the performance under, this Warrant by such Holder will not conflict
with any rule, regulation, judgment or agreement applicable to such Holder.


(b)        Investment Purpose.  Such Holder is acquiring the
Warrant (and will, upon exercise hereof, purchase the Warrant Shares) for
investment purposes and not with a present view to, or for sale in connection
with, a distribution thereof within the meaning of the Securities Act of 1933,
as amended (the "Securities Act").  Such Holder understands that
such Holder may not be able to sell or otherwise dispose of the Warrant or the
Warrant Shares, and accordingly such Holder must bear the economic risk of this
investment indefinitely.




	
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(c)        Reliance On Exemptions.  Such Holder understands that
neither the Warrant nor the Warrant Shares have been registered under the
Securities Act or any state securities laws and are being offered and sold in
reliance upon specific exemptions from the registration requirements of federal
and state securities laws, and that the Parent is relying upon the truth and
accuracy of the representations and warranties of such Holder set forth herein
in order to determine the availability of such exemptions and the eligibility
of such Holder to acquire the Warrant and the Warrant Shares.


(d)        Information.  Such Holder has been furnished all
documents relating to the business, finances and operations of the Parent that such
Holder has requested from the Parent and has evaluated the risks and merits
associated with an investment in the Warrant and the Warrant Shares to his
satisfaction.  Such Holder has been afforded the opportunity to ask questions
of the Parent's representatives concerning the Parent in making the decision to
purchase and acquire the Warrant and the Warrant Shares, and such questions
have been answered to such his satisfaction.


            (e)        Governmental
Review.  Such Holder understands that no federal or state agency or any
other government or governmental agency has passed upon or made any
recommendation or endorsement of the Warrant or the Warrant Shares.


(f)         Holder Qualifications.  Such Holder is an "accredited
investor" as defined in Rule 501 under Regulation D of the Securities Act.  The
Holder is capable of evaluating the merits and risks of an investment in the
Warrant and the Warrant Shares.   




(g)        Restrictions on Transfer.  Subject to and as provided
in Section 1.02(b)(ii) of the Merger Agreement, the Parent has agreed to
register for resale under the Securities Act, the Warrant Shares issuable hereunder. 
Notwithstanding such registration, each Holder covenants and agrees that such
Holder shall not transfer the Warrant or the Warrant Shares unless and until the
same are registered under the Securities Act or unless an exemption from
registration and qualification requirements is available under the Securities
Act and applicable state securities laws and the Parent has received an opinion
of counsel satisfactory to it stating that such registration and qualification
is not required.  Such Holder understands that certificates representing the
Warrant and the Warrant Shares shall bear the following, or a substantially
similar, legend until such time as they have been registered under the
Securities Act or otherwise may be sold without volume or other limitations
under Rule 144 promulgated under the Securities Act:




THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS.  THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT
PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
UPON RECEIPT BY THE PARENT OF AN OPINION OF COUNSEL SATISFACTORY TO THE PARENT
THAT SUCH REGISTRATION IS NOT REQUIRED.

 






	
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            (h)        Residence. 
Such Holder is domiciled within the jurisdiction set forth under his name on
the signature page hereto.




                        (i)         Compliance with Laws.  Such
Holder further represents to the Parent that:






(i)         such Holder will not act, or fail to act, in any way
that might make unavailable to the Parent, any of the exemptions from
registration under both state and federal securities law that such Holder is
relying upon in connection with issuing this Warrant; and




(ii)        such Holder will at all times
comply with all applicable laws relating to his activities with respect to this
Warrant, including without limitation all applicable federal and state
securities laws and regulations.




            5.         Elimination
of Fractional Interests.  The Parent shall not be required to issue
certificates representing fractions of Warrant Shares, but will make a payment
in cash based on the Exercise Price in effect at that time.


6.         Exchange and Replacement of Warrant.  This Warrant is
exchangeable, upon the surrender hereof by the registered Holders at the
principal office of the Parent, for one or more new warrants from time to time of
like tenor and date representing the right to purchase the number of shares
purchasable hereunder, registered in such names as requested by the Holders
(subject to the approval and consent of the Parent), each of such new warrants
to represent the right to purchase such number of shares as shall be designated
by said registered Holders at the time of such surrender, not to exceed the
aggregate number of Warrant Shares remaining to be exercised.  Upon receipt by the
Parent of (a) evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant and, in case of loss, theft or
destruction, and (b) indemnity or security reasonably satisfactory to it, and
upon surrender and cancellation of this Warrant, if mutilated, the Parent will
make and deliver a new Warrant of like tenor, in lieu of this Warrant.


7.         Rights Prior to Exercise of Warrant.  Prior to the
exercise of this Warrant, the Holders shall not, by reason of this Warrant or
the Warrant Shares underlying this Warrant, be entitled to any rights of a
stockholder of the Parent, including without limitation the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights
and shall not thereby be entitled to receive any notice of any proceedings of the
Parent, except as specifically provided herein.


8.         Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been
furnished to the Parent in writing by the Holders or, until each Holder
furnishes to the Parent an address, then to, and at the address of, those
Holders of this Warrant who have so furnished an address to the Parent.




	
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9.                 
Transferability; Successors.  No transfer of a Warrant shall be
valid unless made by the registered Holders with the prior written consent of the
Parent, which shall not be unreasonably withheld.  The terms of this Warrant
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, personal representatives, successors and assigns
and shall be binding upon any person, firm, corporation or other entity to whom
this Warrant and any shares of Common Stock issuable upon exercise hereof are
assigned or transferred (even if in violation of the provisions of this
Warrant) and the heirs, executors, personal representatives, successors and
assigns of such person, firm, corporation or other entity.


10.             
Amendment and Waiver.  Except for the amendments of Annex III
described in Section 1(c), which can be made by the Parent without the
approval of any other party, any changes in or additions to this Warrant may be
made, and compliance with any covenant or provision herein set forth may be
waived, only if the Parent shall obtain consent thereto in writing from the Holders
of this Warrant.  Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


11.             
Governing Law; Venue.  This Warrant shall be construed in
accordance with and be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.  The parties irrevocably submit to the non-exclusive
jurisdiction of the state and federal courts located in Dallas County, Texas for the purpose of any suit, action or other proceeding arising out of or based on
this Warrant or its subject matter.  Each party, to the extent applicable law
permits, waives, and will not assert by way of motion, as a defense or
otherwise, in any suit, action or proceeding brought in the above-named courts,
any claim that (a) it is not subject personally to the jurisdiction of those
courts, (b) the suit, action or proceeding is brought in an inconvenient forum,
(c) the venue of the suit, action or proceeding is improper, or (d) this
Warrant or its subject matter may not be enforced in or by these courts.


12.             
Number of Gender of Words.  Except where the context indicates otherwise,
words in the singular number will include the plural and words in the masculine
gender will include the feminine and neutral, and vice versa, when they should
so apply.


13.             
Counterparts.  This Warrant may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of them
together shall constitute one and the same agreement.


14.             
Severability.  If any provision of this Warrant shall be held
invalid under any applicable laws, then all other terms and provisions of this Warrant
shall nevertheless remain effective and shall be enforced to the fullest extent
permitted by applicable law.




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




	
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IN WITNESS WHEREOF, the undersigned have caused this Warrant to be
executed and delivered on and as of the date first above written.





COMPANY:


HOME
SOLUTIONS OF AMERICA, INC.,

a Delaware corporation








By:                                                                              


Name:  Frank J. Fradella

Title:     Chief Executive Officer






                                                                        HOLDERS:


                                                                                   


Name: 
Stephen Scott Sewell

Address:           85 South Wren Street  


                         New Orleans, Louisiana 70124

                                                                                    


Name: 
William Aaron Bennett

Address:
          201 Vine Street           


                        Metairie, Louisiana 70005


                                                                                   


Name: 
William J. Bennett

Address:
          426 Nashville Avenue  


                        New Orleans, Louisiana 70115




                                                                                   


Name: 
William E. Edwards

Address:
          2007 Esplanade Avenue          


                        New Orleans, Louisiana 70116






	
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BNOB
CONSTRUCTION SERVICES, LLC


By:                                                                              


Name: 
Stephen Scott Sewell

Address:
          1340 Poydras Street, Suite 1810         


                         New Orleans, Louisiana 70112




                                                            

 

 

 

 




	
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ANNEX I


ELECTION
TO PURCHASE




TO: HOME
SOLUTIONS OF AMERICA, INC.




The undersigned owner of the accompanying Warrant hereby irrevocably
exercises the option to purchase _______________ Warrant Shares in accordance
with the terms of such Warrant, directs that the Warrant Shares issuable and
deliverable upon such purchase (together with any check for a fractional
interest) be issued in the name of and delivered to the undersigned, and makes
payment in full therefor at the Exercise Price provided in such Warrant.


COMPLETE FOR
REGISTRATION OF WARRANT SHARES ON THE STOCK TRANSFER RECORDS MAINTAINED BY THE
PARENT:




                                                                                   


Name:                                                                          




Address:                                                                      


                                                                                    

 

 

 










Date:                                                    ,
20___










 
























 




ANNEX II


VESTING
PERCENTAGES


 




	
  Holder

  	
  Percentage of
  Warrant

  
	
  William E. Edwards, Jr.

  	
  31.0%

  
	
  Stephen Scott Sewell

  	
  31.0%

  
	
  William Aaron Bennett

  	
  31.0%

  
	
  BNOB Construction Services, LLC

  	
  5.0%

  
	
  William James Bennett

  	
  2.0%

  
	
  TOTAL

  	
  100.0%

  






 


 

 

 

 

 
























 





ANNEX III


VESTED AND UNVESTED RIGHTS


TO PURCHASE WARRANT SHARES


 


 


	

Unvested Rights:  
	 	 	 	
		2,000,000
shares

	 	 	 	 	 
	

Vested Rights:


			 	 	 	 
	 	 	 	 	 
	

Holder 
	 	 Exercised
Rights	 	 Unexercised Rights
	 	 	 	 	 
	

William E. Edwards, Jr.
	 	
		0 shares	 	
		0 shares
	 	 	 	 	 
	





Stephen Scott Sewell 
	 	
		0 shares 	 	 0
		shares
	 	 	 	 	 
	





William Aaron Bennett 
	 	
		0 shares 	 	
		0 shares
	 	 	 	 	 
	





BNOB Construction Services, LLC
	 	
		0 shares 	 	
		0 shares
	 	 	 	 	 
	





William James Bennett
	 	
		0 shares	 	
		0 shares
	 	 	 	 	 
	







TOTAL:  
	







 	 	0
shares 	 	0 shares