Exhibit 10.2





















PROMISSORY NOTE

REVOLVING CREDIT COMMITMENT

 





		



$22,500,000.00
	
			November 1, 2006






FOR VALUE RECEIVED, HOME SOLUTIONS OF AMERICA, INC., a
Delaware corporation (the "Borrower"), hereby promises to pay
to the order of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (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 TWENTY-TWO
MILLION, FIVE HUNDRED THOUSAND No/100 Dollars ($22,500,000.00), 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