Exhibit 4.1





 






EX. 4.01




FIRST AMENDMENT TO
NONRECOURSE PROMISSORY NOTE 




            This First Amendment to Nonrecourse Promissory
Note (this "Amendment") is entered into this the 8th day of November,
2005, between Home Solutions Restoration of Louisiana, Inc., a Louisiana corporation ("Maker"), and Florida Environmental Remediation Services,
Inc., a Florida corporation ("Payee").




R E C I T A L S:


A.        On September 27, 2005, Maker
executed and delivered to Payee that certain Nonrecourse Promissory Note in the
principal amount of $11,000,000.00 (the "Note").




B.         Pursuant to its terms,
the Note is payable in two installments of principal and accrued interest
thereon, (i) the first such installment in the principal amount of $6,000,000.00
to be made on November 26, 2005 (the "First Installment"), and (ii) the
second such installment in the principal amount of $5,000,000.00 to be made on
January 26, 2006 (the "Second Installment").




C.         Maker has requested
Payee to modify the payment date of the First Installment and the Second
Installment, so that the entire principal amount of the Note, together with accrued
interest  thereon, shall be due and payable on January 2, 2006, and Payee has
agreed to modify the payment date of the First Installment and the Second
Installment.




A G R E E M E N T:


            Now, therefore, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Maker and
Payee hereby agree as follows:




	
	Definitions.  Capitalized
terms not defined in this Amendment shall have the meanings given to such terms
in the Note.

	
	Amendment to the Note.  The second
sentence of the third paragraph of the Note shall be amended and restated in
its entirety to read as follows:






"The principal amount of this
Note, together with accrued and unpaid interest thereon, shall be due and
payable in its entirety on January 2, 2006 (the "Maturity Date"), or on
such later date as may be agreed to in writing by Payee."




	
	Renewal of Note.  Maker hereby
renews, but does not extinguish, the Note, and Maker promises to pay to the order
of Payee, all amounts due under the Note, or so much thereof as may be
outstanding, and to observe, comply with and perform each and every of the
terms and provisions of the Note as herein modified.



 






	
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EX. 4.01




	
	Ratification of Note.  Except
as expressly amended as set forth in this Amendment, the Note remains unchanged
and is hereby ratified and confirmed in all respects.  The execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right,
power, or remedy of Payee under the Note.

	
	Conflicts.  If there is a
conflict between the terms of this Amendment and the terms of the Note, the
terms of this Amendment shall control.

	
	Choice of Law.  This Amendment
shall be governed by, and construed in accordance with, the laws of the State
of Texas, without regard to its principles of conflicts of laws.  




THE NOTE AS MODIFIED BY THIS AMENDMENT, TOGETHER WITH THE
OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION THEREWITH, TOGETHER
CONSTITUTE THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER DESCRIBED THEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


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EX. 4.01




            IN WITNESS WHEREOF, this Amendment has been
executed and delivered as of the date first above written.




                                                            MAKER:




HOME SOLUTIONS RESTORATION 

OF LOUISIANA, INC.


 




/s/ Frank Fradella                                                        


By:  Frank Fradella

Its:  
Secretary and Treasurer








The undersigned hereby consents to the Amendment and all of
its terms and conditions.                                                 




                                                            PAYEE:




                                                            FLORIDA ENVIRONMENTAL REMEDIATION


                                                            SERVICES,
INC.


 


                                                            By:       /s/
Fernando Nava                                                       


                                                            Name:
Fernando Nava

                                                            Its:
CEO and President








                                                            

 

 

 

 










	
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