Exhibit 4.1

















 

SUBSCRIPTION
AGREEMENT






            This
Subscription Agreement (the "Agreement") is made as of this 22nd day of November
2005, by and between Home Solutions of America, Inc., a Delaware corporation
(the "Company"), and the purchaser identified on the signature page to
this Agreement (the "Purchaser").




Recitals:




            The Purchaser desires
to subscribe for, purchase and acquire from the Company and the Company desires
to sell and issue to the Purchaser the amount of units (each a "Unit"
and collectively, the "Units"), each unit consisting of (i) one
share of common stock, par value $0.001 per share of the Company (the "Common
Stock") and (ii) one Common Stock purchase warrant (the "Warrants")
each entitling the holder thereof to purchase 0.20 shares of Common Stock
at $5.50 per share during the period commencing on the date of issuance until
the fifth anniversary of such date, set forth on the signature page of this
Agreement, upon the terms and conditions and subject to the provisions
hereinafter set forth (such securities comprising the Units shall be referred
to as the "Securities" herein).




            NOW,
THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants, and conditions set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties mutually agree as follows:




Agreement:




1.                  
Purchase and Sale of the Units.  Subject to the terms and conditions of this
Agreement, the Purchaser subscribes for and agrees to purchase and acquire from
the Company and the Company agrees to sell and issue to the Purchaser the Units,
in the manner set forth in Section 2, at the purchase price set forth on the
signature page of this Agreement (the "Purchase Price"). 




2.                  
Terms of Purchase and Sale of the Units.  The closing of the transactions contemplated hereby
(the "Closing") shall take place on or before the fifth full business
day after the Notice Date (as such term is defined in the Placement Agent Agreement
dated as of November 18, 2005 (the "Placement Agent Agreement"), between
the Company and Sanders Morris Harris Inc. (the "Placement Agent")), at
the offices of Hallett & Perrin, P.C., 2001 Bryan Street, Suite 3900,
Dallas, Texas  75201, or at such other time and place as the Company and the Placement
Agent may agree upon.  Contemporaneously with the delivery of this Agreement,
the Purchaser shall deliver to Sterling Bank (the "Escrow Agent") the
Purchase Price by wire transfer of immediately available funds pursuant to wire
transfer instructions given to the Purchaser by the Company. At the Closing,
the Escrow Agent shall deliver to the Company the Purchase Price by wire
transfer of immediately available funds pursuant to wire transfer instructions
given to the Escrow Agent by the Company, and the Company shall deliver to the Purchaser
certificates, registered in the name of the Purchaser, representing the Units.
Notwithstanding the foregoing, the obligations of the Company and the Purchaser
hereunder are subject to the Company's receipt of aggregate subscriptions for a
minimum of 4,850,000 Units on or prior to November 30, 2005 (or such later
closing date as may be agreed by the Company and the Placement Agent), which
date may be extended by the Company and the Placement Agent pursuant to the terms
of the Placement Agent Agreement (the "Closing Date").




3.                  
Representations and Warranties
of the Company.  In order to induce the Purchaser to enter into this
Agreement, the Company represents and warrants to the Purchaser the following:




























(a)               
Authority.  The Company
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, and has all requisite right, power, and
authority to execute, deliver and perform this Agreement.




(b)               
Subsidiaries.  The
Company has no direct or indirect subsidiaries other than those set forth in
set forth in the Exchange Act Documents (as defined in Section 3(f) below) (the
"Subsidiaries").  Except as disclosed in the Exchange Act
Documents, the Company owns, directly or indirectly, all of the capital stock
of each Subsidiary free and clear of any and all liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights.  




(c)               
Enforceability.  The
execution, delivery, and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action.  This Agreement has been
duly executed and delivered by the Company, and, upon its execution by the Purchaser,
shall constitute the legal, valid, and binding obligation of the Company,
enforceable in accordance with its terms, except to the extent that its
enforceability is limited by bankruptcy, insolvency, reorganization, or other
laws relating to or affecting the enforcement of creditors' rights generally
and by general principles of equity.




(d)               
No Violations.  The
execution, delivery, and performance of this Agreement by the Company does not,
and will not, violate or conflict with any provision of the Company's certificate
of incorporation or by-laws and does not and will not, with or without the
passage of time or the giving of notice, result in the breach of, or constitute
a default, cause the acceleration of performance, or require any consent under
(except such consents as have been obtained as of the date hereof), or result
in the creation of any lien, charge or encumbrance upon any property or assets
of the Company pursuant to, any material instrument or agreement to which the
Company is a party or by which the Company or its properties are bound, except
such consents as have been obtained as of the date hereof.




(e)               
Capitalization.  The authorized capital stock of the
Company consists of: (i) 50,000,000 shares of Common Stock, of which 29,215,147
were issued and outstanding as of November 18, 2005; (ii) 80 shares of Series A Preferred
Stock, $0.001 par value per share, none of which shares were issued and
outstanding as of November 18, 2005; and (iii) 40 shares of Series B Preferred
Stock, $0.001 par value per share, none of which were issued and outstanding as
of November 18, 2005.  As of November 18, 2005, the Company has
outstanding options and warrants to purchase 6,375,733 shares of Common Stock.  Upon issuance in accordance with the terms of this
Agreement against payment of the Purchase Price therefor, the Shares will be
duly and validly issued, fully paid, and nonassessable and free and clear of
all liens imposed by or through the Company, and, assuming the accuracy of the
representations and warranties of the Purchaser and all other purchasers of
shares of Common Stock in the offering contemplated by the Placement Agent
Agreement, will be issued in accordance with a valid exemption from the
registration or qualification provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and any applicable state securities laws
(the "State Acts")  A sufficient number of shares of Common Stock have
been reserved by the Company to accommodate the exercise of the Warrants in
full in accordance with their terms.  The Shares of Common Stock issuable upon
the exercise of the Warrants (the "Warrant Shares") have been duly
authorized, and upon issuance of the Warrant Shares upon proper exercise of the
Warrants, in accordance with the terms thereof, the Warrant Shares will be
validly issued, fully paid, and non-assessable.  

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(f)         Exchange Act Filing.  During the 12 calendar months immediately preceding
the date of this Agreement, all reports and statements required to be filed by
the Company with the Securities and Exchange Commission ("SEC") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder, have been timely filed after giving
effect to the extension provided by Exchange Act Rule 12b-25, if applicable.  Such
filings, together with all documents incorporated by reference therein, are
referred to as "Exchange Act Documents." Each Exchange Act Document, as
amended, conformed in all material respects to the requirements of the Exchange
Act and the rules and regulations thereunder, and no Exchange Act Document, as
amended, at the time each such document was filed, included any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.




            (g)        Company Financial Statements.  The
audited financial statements, together with the related notes of the Company,
at December 31, 2004, and for the year then ended, included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004, and the
unaudited financial statements of the Company at September 30, 2005 and for the
nine months then ended (collectively, the "Company Financial Statements")
included in the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2005, respectively, fairly present in all material respects, on
the basis stated therein and on the date thereof, the financial position of the
Company at the respective dates therein specified and its results of operations
and cash flows for the periods then ended (provided that the unaudited
financial statements are subject to normal year-end audit adjustments and lack
footnotes and other presentation items).  Such statements and related notes
have been prepared in accordance with generally accepted accounting
principles in the United States applied on a consistent basis except as
expressly noted therein.




            (h)        No Material
Liabilities.   Except for liabilities or obligations not
individually in excess of $100,000, or liabilities or obligations as set forth
in the Exchange Act Documents, since December 31, 2004, the Company has not
incurred any material liabilities or obligations, direct or contingent, except
in the ordinary course of business and except for liabilities or obligations
reflected or reserved against on the Company's balance sheet as of December 31,
2004, and there has not been any change, or to the knowledge of the Company,
development or effect (individually or in the aggregate) that is or is
reasonably likely to be, materially adverse to the condition (financial or
otherwise), business, prospects, or results of operations of the Company and
the Subsidiaries considered as a whole (a "Material Adverse Effect") or
any change in the capital or material increase in the long-term debt of the
Company or any Subsidiary, nor has the Company declared, paid, or made any
dividend or distribution of any kind on its capital stock.




            (i)         No
Disputes Against Company.  There is no material pending or, to the knowledge
of the Company, threatened (i) action, suit, claim, proceeding, or
investigation against the Company, at law or in equity, or before or by any federal,
state, municipal, or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) arbitration proceeding
against the Company, (iii) governmental inquiry against the Company, or (iv)
any action or suit by or on behalf of the Company pending or threatened against
others.

 

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                        (j)         Approvals. 
(i) The execution, delivery, and performance by the Company of this Agreement
and the Registration Rights Agreement (as hereinafter defined) and (ii) the
offer and sale of the Units require no consent of, action by or in respect of,
or filing with, any person, governmental body, agency, or official other than
those consents that have been obtained and filings that have been or will be made
pursuant to the Securities Act and any State Act, which the Company undertakes
to file within the applicable time period.




                       (k)        Compliance. 
Neither the Company nor any Subsidiary (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement, or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator, or governmental body, or (iii) is or has been in violation of
any statute, rule, or regulation of any governmental authority, including
without limitation all foreign, federal, state, and local laws relating to
taxes, environmental protection, occupational health and safety, product
quality and safety and employment and labor matters, except in each case as
could not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect. The Company is in compliance with the
applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and the
rules and regulations thereunder, except where such noncompliance could not
have or reasonably be expected to result in a Material Adverse Effect.




                        (l)         Patents and Trademarks.  The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses, and other
similar rights that are necessary or material for use in connection with their
respective businesses as described in the Exchange Act Documents and the Confidential
Private Placement Memorandum dated November 18, 2005 (the "PPM") and
which the failure to so have could, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect (collectively,
the "Intellectual Property Rights").  Neither the Company nor any
Subsidiary has received a written notice that the Intellectual Property Rights
used by the Company or any Subsidiary violates or infringes upon the rights of
any person that could, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect.  To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no
existing infringement by another person of any of the Intellectual Property
Rights, except where such infringement could not have or reasonably be expected
to result in a Material Adverse Effect.




                        (m)       Transactions With Affiliates and
Employees.  Except as set forth in
the Exchange Act Documents, none of the officers or directors of the Company
and, to the knowledge of the Company, none of the employees of the Company is
presently a party to any material transaction with the Company or any
Subsidiary (other than for services as employees, officers, and directors),
including any contract, agreement, or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director, or such employee or, to the knowledge of the Company, any entity in
which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee, or partner.

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                        (n)        Internal Accounting Controls.  The Company and the Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.  The Company has established disclosure
controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e))
for the Company and designed such disclosure controls and procedures to ensure
that material information relating to the Company, including its Subsidiaries,
is made known to the certifying officers by others within those entities,
particularly during the period in which the Company's Form 10-KSB or 10-QSB, as
the case may be, is being prepared.  The Company's certifying officers have
evaluated the effectiveness of the Company's controls and procedures as of the
end of most recently ended fiscal quarter for which a report on Form 10-QSB has
been filed (such date, the "Evaluation Date").  The Company presented in
its most recently filed Form 10-KSB or Form 10-QSB the conclusions of the
certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date.  Since the
Evaluation Date, except for ongoing changes relating to integration of the
business acquired from Florida Environmental Remediation Services, Inc., there have
been no significant changes in the Company's internal controls (as such term is
defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the
Company's knowledge, in other factors that could significantly affect the
Company's internal controls.




                        (o)        Solvency.  Based on the financial condition of the Company as
of the Closing Date (and assuming that the Closing shall have occurred), (i)
the Company's fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of the Company's existing debts and other
liabilities (including known contingent liabilities) as they mature; (ii) the
Company's assets do not constitute unreasonably small capital to carry on its
business for the current fiscal year as now conducted and as proposed to be
conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, and projected
capital requirements and capital availability thereof; and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive,
were it to liquidate all of its assets, after taking into account all
anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its debt when such amounts are required to be paid.  The Company
does not intend to incur debts beyond its ability to pay such debts as they
mature (taking into account the timing and amounts of cash to be payable on or
in respect of its debt).




                        (p)        Certain Fees.  Except as may be due to the Placement Agent from
the Company, no brokerage or finder's fees or commissions are or will be
payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank, or other person with respect to the
transactions contemplated by this Agreement.  The Purchaser shall have no
obligation with respect to any Placement Agent fees or with respect to any
claims (other than such fees or commissions owed by a Purchaser pursuant to
written agreements executed by the Purchaser which fees or commissions shall be
the sole responsibility of such Purchaser) made by or on behalf of other persons
for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by this Agreement.  

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                        (q)        Certain Registration Matters. Assuming the accuracy of the Purchaser's
representations and warranties set forth in Section 4, no registration under
the Securities Act is required for the offer and sale of the Units by the
Company to the Purchaser hereunder.




                        (r)        Listing and Maintenance Requirements.  Except as specified in the Exchange Act Documents,
the Company has not, in the two years preceding the date hereof, received
notice from any stock exchange or automated dealer quotation system to the
effect that the Company is not in compliance with the listing or maintenance
requirements thereof.  The Company is, and has no reason to believe that it
will not in the foreseeable future continue to be, in compliance with the listing
and maintenance requirements for continued listing of the Common Stock on the American
Stock Exchange.




                        (s)        Investment Company.  The Company is not, and is not an "affiliate" of,
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.




                        (t)         No Additional Agreements.  The Company does not have any agreement or
understanding with any Purchaser with respect to the transactions contemplated
by this Agreement and the Registration Rights Agreement on terms that differ
from those set forth in this Agreement and the Registration Rights Agreement.




                        (u)        Disclosure.  The Company confirms that neither it nor any person
acting on its behalf has provided the Purchaser or its agents or counsel with
any information that the Company believes would constitute material, non-public
information following the announcement of the Closing and the transactions
contemplated thereby.  The parties mutually agree not to disclose the existence
and terms of the transactions contemplated by this Agreement until the Company
files a current report on Form 8-K as provided in Section 9.  The Company
understands and confirms that the Purchaser will rely on the foregoing
representations and covenants in effecting transactions in securities of the Company. 
All disclosure provided to the Purchaser regarding the Company, its business
and the transactions contemplated hereby, furnished by or on behalf of the
Company (including the disclosure in the PPM and the Company's representations
and warranties set forth in this Agreement) are true and correct in all
material respects and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.




4.                  
Representations and Warranties
of the Purchaser.  In order to induce
the Company to enter into this Agreement, the Purchaser represents and warrants
to the Company the following:




(a)   
      Authority.  If
a corporation, partnership, limited partnership, limited liability company, or
other form of entity, the Purchaser is duly organized or formed, as the case
may be, validly existing, and in good standing under the laws of its
jurisdiction of organization or formation, as the case may be. The Purchaser
has all requisite individual or entity right, power, and authority to execute,
deliver, and perform this Agreement.

 

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(b)         Enforceability. The
execution, delivery, and performance of this Agreement by the Purchaser have
been duly authorized by all requisite partnership or corporate action, as the
case may be.   This Agreement has been duly executed and delivered by the Purchaser,
and, upon its execution by the Company, shall constitute the legal, valid, and
binding obligation of the Purchaser, enforceable in accordance with its terms,
except to the extent that its enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium, or other laws relating to or affecting
the enforcement of creditors' rights generally and by general principles of
equity.




(c)         No Violations.  The execution, delivery, and performance of
this Agreement by the Purchaser do not and will not, with or without the
passage of time or the giving of notice, result in the breach of, or constitute
a default, cause the acceleration of performance, or require any consent under,
or result in the creation of any lien, charge or encumbrance upon any property
or assets of the Purchaser pursuant to, any material instrument or agreement to
which the Purchaser is a party or by which the Purchaser or its properties may
be bound or affected, and, do not or will not violate or conflict with any
provision of the articles of incorporation or bylaws, partnership agreement,
operating agreement, trust agreement, or similar organizational or governing
document of the Purchaser, as applicable.  




(d)         Knowledge of Investment and its
Risks.  The Purchaser has knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of Purchaser's investment in the Units.  The Purchaser
understands that an investment in the Company represents a high degree of risk
and there is no assurance that the Company's business or operations will be
successful.  The Purchaser has considered carefully the risks attendant to an
investment in the Company, and that, as a consequence of such risks, the Purchaser
could lose Purchaser's entire investment in the Company.




(e)          Own Account, Non-distribution,
etc.  The Purchaser hereby represents
and warrants that (i) the Units are being acquired for the Purchaser's own
account, and not as a nominee or agent and not with a view to the resale or
distribution of all or any part of the Units, and the Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
any of the Units within the meaning of the Securities Act, (ii) the Units are
being acquired in the ordinary course of the Purchaser's business, and (iii)
the Purchaser does not have any contracts, understandings, agreements, or
arrangements, directly or indirectly, with any person and/or entity to
distribute, sell, transfer, or grant participations to such person and/or
entity with respect to, any of the Units.  The Purchaser is not purchasing the Units
as a result of any advertisement, article, notice or other communication
regarding the Units published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.




(f)           Purchaser Status.  The Purchaser is an "Accredited Purchaser"
as that term is defined by Rule 501 of Regulation D promulgated under the
Securities Act and the information provided by the Purchaser in the Investor
Questionnaire, a copy of which is attached hereto as Exhibit A, is
truthful, accurate, and complete.  The Purchaser is not registered as a
broker-dealer under Section 15 of the Exchange Act.

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(g)          Disclosure.  The Purchaser has reviewed information provided by
the Company in connection with the decision to purchase the Units, consisting
of the Company's publicly available filings with the SEC and the information
contained therein.  The Company has provided the Purchaser with all the
information that the Purchaser has requested in connection with the decision to
purchase the Units.  The Purchaser further represents that the Purchaser has
had an opportunity to ask questions and receive answers from the Company
regarding the business, properties, prospects, and financial condition of the
Company. All such questions have been answered to the full satisfaction of the Purchaser.
Neither such inquiries nor any other investigation conducted by or on behalf of
the Purchaser or its representatives or counsel shall modify, amend, or affect
the Purchaser's right to rely on the truth, accuracy, and completeness of the
disclosure materials and the Company's representations and warranties contained
herein.




(h)           No Registration.  The Purchaser understands that Purchaser may
be required to bear the economic risk of Purchaser's investment in the Company
for an indefinite period of time.  The Purchaser further understands that
(i) neither the offering nor the sale of the Units or the Securities has
been registered under the Securities Act or any applicable State Acts in
reliance upon exemptions from the registration requirements of such laws,
(ii) the Units and the Securities must be held by he, she or it
indefinitely unless the sale or transfer thereof is subsequently registered
under the Securities Act and any applicable State Acts, or an exemption from
such registration requirements is available, (iii) except as set forth in the
Registration Rights Agreement between the Company and the Purchaser, the
Company is under no obligation to register any of the Units on the Purchaser's
behalf or to assist the Purchaser in complying with any exemption from
registration, and (iv) the Company will rely upon the representations and
warranties made by the Purchaser in this Subscription Agreement in order to
establish such exemptions from the registration requirements of the Securities
Act and any applicable State Acts.  


(i)            Transfer Restrictions.  The Purchaser will not transfer any of the Units
unless such transfer is registered or exempt from registration under the
Securities Act and such State Acts, and, if requested by the Company in the
case of an exempt transaction, the Purchaser has furnished an opinion of
counsel reasonably satisfactory to the Company that such transfer is so
exempt.  The Purchaser understands and agrees that (i) the certificates evidencing
the Units will bear appropriate legends indicating such transfer restrictions
placed upon the Units, (ii) the Company shall have no obligation to honor
transfers of any of the Units in violation of such transfer restrictions, and
(iii) the Company shall be entitled to instruct any transfer agent or agents
for the securities of the Company to refuse to honor such transfers.




(j)           Principal Address.  The Purchaser's principal residence, if an
individual, or principal executive office, if an entity, is set forth on the
signature page of this Subscription Agreement.


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5.                  
Independent Nature
of Purchaser's Obligations and Rights.  The obligations of the Purchaser under this Agreement, the
Registration Rights Agreement, and any other documents delivered in connection
herewith and therewith (collectively, the "Transaction Documents") are
several and not joint with the obligations of any other purchaser of Units, and
the Purchaser shall not be responsible in any way for the performance of the
obligations of any other purchaser of Units under any Transaction Document. 
The decision of the Purchaser to purchase Units pursuant to the Transaction
Documents has been made by the Purchaser independently of any other purchaser
of Units.  Nothing contained herein or in any Transaction Document, and no
action taken by any purchaser of Units pursuant thereto, shall be deemed to
constitute such purchasers as a partnership, an association, a joint venture,
or any other kind of entity, or create a presumption that the purchasers of Units
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Document.  The Purchaser
acknowledges that no other purchaser of Units has acted as agent for the Purchaser
in connection with making its investment hereunder and that no other purchaser
of Units will be acting as agent of the Purchaser in connection with monitoring
its investment in the Units or enforcing its rights under the Transaction
Documents.  The Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other purchaser of Units to be joined as an additional party
in any proceeding for such purpose.




6.                  
Prospectus Delivery Requirement.  The Purchaser hereby covenants with the Company not
to make any sale of the Units or the Securities without complying with the
provisions hereof and of the Registration Rights Agreement, and without
effectively causing the prospectus delivery requirement under the Securities
Act to be satisfied (unless the Purchaser is selling such Units or Securities in
a transaction not subject to the prospectus delivery requirement). 




7.                  
Stockholder Approval.  The Company represents and warrants to the Purchaser
that the vote of the Company's Stockholders will not be required to approve the
issuance of the Units.   




8.                  
Indemnification of Purchaser.  In addition to the indemnity provided in the Registration
Rights Agreement, the Company will indemnify and hold the Purchaser and its
directors, officers, shareholders, members, managers, partners, employees and
agents (each, a "Purchaser Party") harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs, and
reasonable attorneys' fees and costs of investigation (collectively, "Losses")
that any such Purchaser Party may suffer or incur as a result of or relating to
any misrepresentation, breach, or inaccuracy of any representation, warranty,
covenant, or agreement made by the Company in any Transaction Document; provided,
however, that the Company shall not be liable for the fees and costs of
more than one separate counsel for the Purchaser Parties under this Agreement
and under and as defined in other subscription agreements executed in
connection with the offering contemplated by the Placement Agent Agreement.  




9.                  
Form 8-K/Non-Public Information.  No
later than the trading day following the Closing Date, the Company shall file a
Current Report on Form 8-K disclosing the consummation of the transactions
contemplated by this Agreement and attaching copies of the related agreements,
and disclosing any and all material non-public information that has been
communicated to the Purchaser by or on behalf of the Company in connection with
the transactions contemplated by this Agreement.  In addition, the Company
shall make such other filings and notices in the manner and time required by
the SEC in connection with the consummation of the transactions contemplated by
this Agreement.  Subsequent to the Closing, the Company covenants and agrees
that neither it nor any other person acting on its behalf will provide Purchaser
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto Purchaser
shall have executed a written agreement regarding the confidentiality and use
of such information. The Company understands and confirms that Purchaser shall
be relying on the foregoing representations in effecting transactions in
securities of the Company.




10.               
Further Assurances.  The parties hereto will, upon reasonable request,
execute and deliver all such further assignments, endorsements and other
documents as may be necessary in order to perfect the purchase by the Purchaser
of the Units.




11.               
Entire Agreement; No Oral
Modification.  This Agreement
contains the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
with respect thereto and may not be amended or modified except in a writing
signed by both of the parties hereto.

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12.               
Binding Effect; Benefits.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns; however, nothing in this Agreement, expressed or implied, is intended
to confer on any other person other than the parties hereto, or their
respective heirs, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.




13.               
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.




14.               
Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York and the United States of America, both substantive and remedial. Any judicial proceeding brought
against either of the parties to this agreement or any dispute arising out of
this Agreement or any matter related hereto shall be brought in the courts of
the State of New York, New York County, or the State of Texas, Harris County,
or in the United States District Court for the Southern District of New York or
the Southern District of Texas and, by its execution and delivery of this
agreement, each party to this Agreement accepts the jurisdiction of such courts. 




15.               
Prevailing Parties.  In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the prevailing party shall be entitled to receive and the
nonprevailing party shall pay upon demand reasonable attorneys' fees in
addition to any other remedy.




16.               
Notices. All communication hereunder shall be in writing and,
if sent to you shall be mailed, delivered, telegraphed or sent by facsimile or
electronic mail, and confirmed to a Purchaser at the address set forth on the
signature page of this Agreement, or if sent to the Company, shall be mailed,
delivered, telegraphed or sent by facsimile or electronic mail and confirmed to
the Company at 1500 Dragon, Suite B, Dallas, Texas 75207, Attention: Rick J.
O'Brien, Chief Financial Officer, Facsimile:  (214) 333-9435, e-mail:
Rick@HomCorp.com, with a copy to Melissa H. Youngblood, Esq. at Hallett &
Perrin, P.C., 2001 Bryan Street, Suite 3900, Dallas, Texas  75201, Facsimile: 
(214) 922-4142, e-mail: myoungblood@hallettperrin.com.


17.                
Headings.  The section headings herein are included for
convenience only and are not to be deemed a part of this Agreement.




[Signature on following page]

 

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            IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.




HOME
SOLUTIONS OF AMERICA, INC.








By:                                                                  


Name:  

Its:  






[Counterpart Signature Pages Attached]


 

 

 

 

 

 

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Counterpart Signature Page to Subscription Agreement






INVESTOR




____________________________________




                                                                        By: 
________________________________






                                                                        ____________________________________

                                                                                        
Print Name and Title


                                                                        ____________________________________

                                                                        ____________________________________

                                                                        ____________________________________

                                                                        Principal
Residence or Executive Office




                                                                        ____________________________________

                                                                                    IRS
Tax Identification No.


                                                                        ____________________________________

                                                                                        
Telephone Number


                                                            ____________________________________

                                                                                              
Fax Number




                                                                        ____________________________________

                                                                                             
E-mail Address

 







	_____________       	X  	 $5.50                  	=	
$_______________
	Number of Units	 	Price per Unit	 	
		Purchase Price




 

 

 

 

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Exhibit A




[Copy of Investor Questionnaire]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 13