Exhibit 10.5





















PROMISSORY NOTE

REVOLVING CREDIT COMMITMENT

 





		



$7,501,500.00
	
			November 1, 2006






FOR VALUE RECEIVED, HOME SOLUTIONS OF AMERICA, INC., a
Delaware corporation (the "Borrower"), hereby promises to pay
to the order of COMPASS BANK (the "Lender") at the Principal Office
of Texas Capital Bank, National Association, as administrative agent (the
"Administrative Agent") at 2100 McKinney Avenue, Suite 900,
Dallas, Texas 75201, the principal sum of SEVEN MILLION, FIVE HUNDRED ONE
THOUSAND, FIVE HUNDRED No/100 Dollars ($7,501,500.00), or so much thereof as
may be advanced and outstanding hereunder, in lawful money of the United States
of America and in immediately available funds, on the dates and in the
principal amounts provided in the Credit Agreement (defined below), and to pay
interest, at such office, in like money and funds, at the rates per annum and
on the dates provided in the Credit Agreement.  Each payment made on account of
the principal and interest hereof shall be recorded by the Lender on its books.


This Promissory Note (this "Note") is
one of the promissory notes referred to in that certain Credit Agreement dated as
of November 1, 2006 among the Borrower, the Lenders which are or become
parties thereto (including the Lender) and the Administrative Agent, and
evidences the Revolving Credit Commitment made by the Lender thereunder (as the
same may be amended, restated, modified or otherwise supplemented from time to
time, the "Credit Agreement").  Capitalized terms used in this
Note have the respective meanings assigned to them in the Credit Agreement.


This Note is issued pursuant to the Credit Agreement and
is entitled to the benefits provided for in the Credit Agreement and the other
Loan Documents.  The Credit Agreement provides for the acceleration of the maturity
of this Note upon the occurrence of certain events, for prepayments of the
Loans upon the terms and conditions specified therein and that, as more fully
set forth in the Credit Agreement, the aggregate of all interest contracted
for, charged or received under or otherwise in connection herewith shall under
no circumstances exceed the Maximum Rate permitted by applicable law, and other
provisions relevant to this Note.


This Note and the other Loan Documents embody the entire agreement
and understanding between the parties and supersede all other agreements and
understandings between such parties relating to the subject matter hereof and
thereof.  This Note and the other Loan Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties.  There are no
unwritten oral agreements between the parties.


This Note and the other Loan Documents
shall be construed in accordance with and governed by the laws of the state of Texas. 
The Borrower and the Administrative Agent agree that the state and federal
courts of Texas shall have jurisdiction over proceedings in connection with
this Note and the other Loan Documents.


 
































IN WITNESS WHEREOF, the party
hereto has caused this Note to be duly executed the date as first written
herein.

 



		

HOME SOLUTIONS OF AMERICA, INC.



By:         /s/    Jeff Mattich                                 

                      Jeff Mattich

                      Chief Financial Officer