Exhibit 4.6





 


 










ESCROW AGREEMENT




            This Escrow
Agreement, dated as of November 18, 2005 (the "Agreement"), is made
among Home Solutions of America, Inc., a Delaware corporation (the "Company"),
Sterling Bank (the "Escrow Agent"), and Sanders Morris Harris Inc., a Texas corporation (the "Placement Agent").




Recitals:




            A.        The Company, through the Placement Agent,
intends to offer to investors certain units (the "Units"), each Unit
consisting of (i) one share of common stock of the Company, $0.001 par
value per share (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.  Subscriptions
for a minimum of $26,675,000 principal amount (the "Minimum Amount") must
be received in order to close the offering.




            B.         The Placement Agent has agreed to use its
best efforts to solicit subscriptions for the purchase of the Units from
investors ("Investors") who are acceptable to the Company during the
period commencing on November 18, 2005, and terminating November 30, 2005; provided,
however, that such termination date (the "Termination Date") may be
extended by mutual agreement of the Company and the Placement Agent by notice
to the Escrow Agent.




            C.         If at the Termination Date, or such earlier
time as may be determined by the Company and the Placement Agent, the Company
shall have received acceptable subscriptions in the Minimum Amount, the Company
may: (i) close the sale of such Units (such closing being hereinafter referred
to as the "Closing"), and (ii) issue the Units.




            D.        The Company and the Placement Agent desire
to provide for the safekeeping of funds accompanying subscriptions ("Subscription
Funds") until such time as Subscription Funds are released for Company uses,
or until such time as the Escrow Agent is required to return Subscription Funds
to Investors as hereinafter set forth.




            NOW, THEREFORE, the Company, the Escrow Agent and the
Placement Agent do hereby agree as follows:




Agreement:




           1.         Receipt and Collection of
Subscription Funds.  The Company will solicit subscriptions for Units through
the Placement Agent.  Funds shall be remitted to the Escrow Agent in the form
of a check payable to the order of "Home Solutions of America, Inc. - Escrow
Account" or via wire transfer (pursuant to wiring instructions provided by the
Escrow Agent).  Any payment received by the Placement Agent that does not
conform to this requirement will be returned to an Investor by the end of the
next business day following receipt.  The Placement Agent shall forward each
check received to the Escrow Agent by noon of the first Business Day (as
hereinafter defined) following receipt. The Company shall notify the Escrow
Agent in writing of the Closing Date (as hereinafter defined).


 




























            2.         Accounting/Investor
Records.  The Escrow Agent shall provide the Placement Agent and the
Company with a daily accounting of all transactions hereunder so long as any
amounts are held by the Escrow Agent pursuant to this Agreement.  The Escrow
Agent will not be required to account for deposits and/or investments on an Investor
basis.  The Company will be responsible for individual account and tax
reporting.  The Company, the Placement Agent and their respective
representatives, subject to the laws, rules and regulations of governmental
authorities governing the Escrow Agent, shall have access to all relevant books
and records of the Escrow Agent at all reasonable times.  Receipt, investment and
reinvestment of the Subscription Funds shall be confirmed by the Escrow Agent
as soon as practicable by account statement, and any discrepancies in any such
account statement that are reasonably discoverable shall be noted by the
Company and the Placement Agent to the Escrow Agent within 30 calendar days
after receipt thereof.  For purposes of this paragraph, each account statement
shall be deemed to have been received by the party to whom directed on the
earlier to occur of (a) actual receipt thereof and (b) three Business Days
after the deposit thereof in the United States Mail, postage prepaid. For
purposes of this Agreement, the term "Business Day" shall mean any day
of the year, excluding Saturday, Sunday and any other day on which national
banks are required or authorized to close in Houston, Texas.




            3.         Duties of the Escrow Agent Regarding
Release of Subscription Funds.  The Escrow Agent shall hold, invest or
release the Subscription Funds received by it in accordance with the following
terms and conditions:




                        (a)        Release of Subscription
Funds upon Closing.  In the event that:




                                    (1)        At
any time not later than ten Business Days after the Termination Date, the
Escrow Agent shall have received a written notice from the Company stating that
subscriptions of the Minimum Amount have been received by the Company and setting
a date for Closing (the "Closing Date") that shall be the first full
Business Day after the date of such notice or such other date (not later than
ten Business Days thereafter) as shall be stated in such notice;  




                                    (2)        The
Escrow Agent shall have received, contemporaneously with or within one Business
Day after receipt of the notice required by Section 3(a)(1) (but in no event
later than one Business Day prior to the Closing Date), a written notice from
the Placement Agent that the offering has not been terminated by the Placement
Agent, and that the Company has satisfied all conditions to Closing to the Placement
Agent's satisfaction; and






	
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                                   (3)        The
Escrow Agent shall have received from the Company and the Placement Agent,
contemporaneously with or within one Business Day after receipt of the notice
from the Placement Agent pursuant to Section 3(a)(2) (but in no event later
than one Business Day prior to the Closing Date), a written notice (the "Notice
of Acceptance") (i) stating that subscriptions for the Units to be sold
have been accepted, (ii) specifying the amount of Units to be sold, (iii)
listing the Investors whose subscriptions were not accepted by the Company, if
any, (iv) specifying the amount due the Placement Agent for commissions and
expenses (in the aggregate, the "Commissions and Expenses"), and (v)
specifying the time place and method of delivery of all funds to be delivered
to the Company, the Placement Agent and to each Investor whose subscription was
rejected, if any, as set forth below,




then the Escrow
Agent shall promptly: (i) deliver to the Company, at the time and place and by
the method specified in the Notice of Acceptance, the Subscription Funds held
by the Escrow Agent with respect to the amount of Units to be sold as
designated by the Company and the Placement Agent in such notice, less the
amount of the Commissions and Expenses; (ii) deliver to the Placement Agent, at
the time and place and by the method specified in the Notice of Acceptance, an
amount equal to the Commissions and Expenses; and (iii) pursuant to written
instruction detailing the time and place and by the method specified in the
Notice of Acceptance, deliver to each Investor, if any, whose subscription was
not accepted by the Company (in whole or in part) the amount of such Investor's
collected Subscription Funds received by the Escrow Agent and not accepted by
the Company.  In connection with the Closing, the Escrow Agent shall furnish to
the Company, upon request, written verification of collected Subscription Funds
by the Escrow Agent.




(b)        Return of
Subscription Funds.  In the event that: (i) the Escrow Agent shall have
received a written notice from the Company that the Company has terminated the
offering, or (ii) the Escrow Agent shall have received a written notice from
the Company designating the Termination Date, and the Escrow Agent shall have
failed to receive collected Subscription Funds in the Minimum Amount prior to
5:00 p.m. Central Standard time on the Termination Date, then the Escrow Agent
shall, pursuant to written instruction from the Placement Agent, deliver to
each Investor the amount of such Investor's collected Subscription Funds
received by the Escrow Agent.  The Placement Agent will provide Escrow Agent
with disbursement details for each Investor whose Subscription Funds were
rejected.




(c)        Failure to
Collect Subscription Funds.  In the event that the Escrow Agent releases
any Subscription Funds pursuant to paragraph 3(a), and an instrument originally
deposited with the Escrow Agent representing part of such Subscription Funds is
returned to the Escrow Agent unpaid or is dishonored or the Escrow Agent
otherwise fails to receive a settlement on such instrument, the Placement Agent
shall promptly repay to the Escrow Agent the amount of such instrument and the
Escrow Agent shall retain a lien upon any Subscription Funds in its possession
to secure such repayment.




            In the event the Placement Agent shall transfer any
funds to the Escrow Agent by reason of clerical, mechanical, or other error or
that any instrument given the Placement Agent for deposit to an Investor's
account as payment for Units has been dishonored and the Placement Agent shall
provide the Escrow Agent with proof, reasonably satisfactory to the Escrow
Agent, that such funds were transferred to the Escrow Agent by reason of such
error or that such instrument was dishonored, the Escrow Agent shall promptly
return such funds or instrument, as the case may be, to the Placement Agent; provided,
however, that the Company has provided the Escrow Agent with a written
notice that it concurs that the transfer of funds was in error.






	
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            In the event the Company rejects the subscription of
any Investor before the Closing Date specified in Section 3(a)(1), then upon
receipt by the Escrow Agent from the Company of written notice of such
rejection, the Escrow Agent shall promptly deliver to such Investor, pursuant
to written instructions from the Placement Agent, such Investor's collected
Subscription Funds received by the Escrow Agent.




            4.         Investment of
Funds.  The Escrow Agent shall invest and reinvest the Subscription Funds
in the AIM Liquid Assets Portfolio Fund, unless otherwise instructed in writing
by the Company.  Such written instructions, if any, referred to in the
foregoing sentence shall specify the type and identity of the investments to be
purchased and/or sold and shall also include the name of the broker-dealer, if
any, that the Company directs the Escrow Agent to use in respect of such
investment, any particular settlement procedures required, if any (which
settlement procedures shall be consistent with industry standards and
practices), and such other information as the Escrow Agent may require.  The
Escrow Agent shall not be liable for failure to invest or reinvest funds absent
sufficient written direction.  Unless the Escrow Agent is otherwise directed in
such written instructions, the Escrow Agent may use a broker-dealer of its own
selection, including a broker-dealer owned by or affiliated with the Escrow
Agent or any of its affiliates.  The Escrow Agent or any of its affiliates may
receive compensation with respect to any investment directed hereunder; provided,
however, that such compensation is paid to the Placement Agent and the
Company prior to making any such investment direction.  It is expressly agreed
and understood by the parties hereto that the Escrow Agent shall not in any way
whatsoever be liable for losses on any investments, including, but not limited
to, losses from market risks due to premature liquidation or resulting from
other actions taken pursuant to this Agreement.  All interest, if any, on the
Subscription Funds shall be delivered to the Escrow Agent at Closing and such
amount will be disclosed to the Placement Agent on the Closing Date.  No
Investor shall be paid any interest on Subscription Funds.




            5.         Escrow Information.  The Escrow
Agent shall provide the Company with all necessary investment information with
respect to the Subscription Funds, including the date each Investor's
Subscription Funds were received by the Escrow Agent.




            6.         Compensation of the Escrow Agent. 
The Company agrees to pay the Escrow Agent the fees set forth on Schedule A
to this Agreement for all services rendered hereunder, together with
reimbursement for all expenses reasonably incurred while serving as Escrow
Agent. 




            7.         Notices.  Any notice, authorization,
request or demand required or permitted to be given under this Agreement shall
be in writing, and shall be deemed to have been duly given on the date actually
delivered, or on the date mailed by registered or certified mail, postage
prepaid, sent by telefax machine and addressed as follows:




(i) To the Escrow Agent:




Sterling
Bank

Private
Client Services

2550
N. Loop West

Suite 800

Houston, TX 77092




	
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Attention: 
Kay King

Fax: 
(713) 507-7829




(ii) To the Company:




Home Solutions of America, Inc

1500 Dragon, Suite B

Dallas, TX 75207

Attention:
Rick J. O'Brien, Chief Financial Officer

Facsimile: 
(214) 333-9435




With a copy to:




Hallett
& Perrin, P.C.

2001 Bryan Street, Suite 3900

Dallas, Texas  75201

Attention: Melissa H. Youngblood, Esq.

Facsimile: 
(214) 922-4142




(iii) To the Placement Agent:




Sanders Morris Harris Inc.

320 Park Avenue,
17th Floor

New York, NY  10022

Attention:  Michael Fitzgerald, Managing Director

Facsimile:  (212) 317-2710 




                        With
a copy to:


                        Day,
  Berry & Howard LLP

                        One East Putnam Avenue

                        Greenwich, CT 06830

                        Attention:
R. Scott Beach, Esq.

                         Fax: (203) 862-7801




            Each party may change the address to which notices are
to be delivered by giving to the other parties not less than ten days prior
written notice thereof.




            8.         Liability and Protection of the Escrow
Agent.  The Company and the Placement Agent agree that the following
provisions shall control with respect to the rights, duties, liabilities,
privileges and immunities of the Escrow Agent:




            (a)        Other than this
Agreement and as set forth herein, the Escrow Agent is not a party to, and is
not bound by, or charged with, notice of any agreement out of which this escrow
may arise.






	
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            (b)        The Escrow Agent
acts hereunder as a depository only, and is not responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of
the subject matter of the escrow, or any part thereof or for the form or
execution thereof, or for the identity or authority of any person executing or
depositing it.




            (c)        The Company and the
Placement Agent jointly and severally agree to indemnify and hold the Escrow
Agent harmless from all loss, cost, damages, expenses and attorneys' fees
suffered or incurred by the Escrow Agent in good faith in connection with or
arising from the performance or satisfaction of its duties under this
Agreement, except such acts or omissions as may result from the willful
misconduct or gross negligence of the Escrow Agent, or as a result of any
claim, demand, lawsuit or other action or proceeding asserted against the
Escrow Agent in connection with this escrow.  The obligations of the Company
and the Placement Agent under this paragraph shall be performable at the
principal office of the Escrow Agent in Houston, Texas.




            (d)        The Escrow Agent
shall be protected in acting upon any written notice, request, waiver, consent,
certificate, receipt, authorizations, power of attorney or other paper or
document that the Escrow Agent in good faith believes to be genuine and what it
purports to be.




            (e)        The Escrow Agent
shall not be liable for anything that it may do or refrain from doing in good
faith in connection herewith, except its own gross negligence or willful
misconduct.




            (f)        The Escrow Agent
may consult with legal counsel in the event of any dispute or question as to
the construction of any of the provision hereof or its duties hereunder, and,
subject to Section 8(c), it will incur no liability and shall be fully
protected in acting in good faith in accordance with the opinion and
instructions of such counsel.




            (g)        In the event of any
disagreement between any of the parties to this Agreement, or between them or
either or any of them and any other person, resulting in adverse claims or
demands being made in connection with the subject matter of the escrow, or in
the event that the Escrow Agent, in good faith, is in doubt as to what action
it should take hereunder, the Escrow Agent may, at its option, refuse to comply
with any claims or demands on it, or refuse to take any action hereunder, so
long as such disagreements continue or such doubts exist, and in any such
event, the Escrow Agent shall be entitled to continue so to refrain from acting
until (i) the rights of all parties shall have been fully and finally
adjudicated by a court of competent jurisdiction or resolved by binding
arbitration or (ii) all differences shall have been adjudicated and all doubt
resolved by agreement among all of the interested persons, and the Escrow Agent
shall have been notified thereof in writing signed by all such persons.  The
rights of the Escrow Agent under this paragraph are cumulative of all other
rights that it may have by law or otherwise.






	
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            (h)        The Escrow Agent
may resign from its duties under this Agreement because of a conflicting
interest upon giving 15 days prior written notice to the Company and the Placement
Agent; provided, however, that no resignation of the Escrow Agent shall
become effective until the acceptance of appointment by a successor escrow
agent.  The Escrow Agent shall deliver all Subscription Funds in its possession
to the successor escrow agent upon joint instruction of the Company and the Placement
Agent.  If the Escrow Agent resigns, the Company and the Placement Agent shall
promptly appoint a successor escrow agent.  If an instrument of acceptance by a
successor escrow agent shall not have been delivered to the Escrow Agent within
15 days after giving of such notice of resignation, the resigning Escrow Agent
may petition a court of competent jurisdiction for the appointment of a
successor escrow agent.  The Escrow Agent shall continue to accept Subscription
Funds and perform its duties under this Agreement until the acceptance of
appointment by a successor escrow agent.




            (i)         The Escrow Agent
shall have no duties or responsibilities other than the duties and
responsibilities expressly set forth in this Agreement.




            9.         Binding Law.  This Agreement shall
be construed, enforced and administered in accordance with the laws of the
State of Texas.




            10.        Benefit.  This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns. 
No party may assign its rights or obligations under this Agreement without the
prior written consent of the other parties hereto.




            11.        Execution in Counterparts.  This
Agreement may be executed simultaneously in multiple counterparts, each of
which shall be deemed an original, but which together shall constitute one and
the same instrument.




            12.        Scope of Undertaking.  The Escrow Agent's duties and
responsibilities in connection with this Agreement shall be limited to those
expressly set forth in this Agreement.  The Escrow Agent is not a principal,
participant or beneficiary in any transaction underlying this Agreement and
shall have no duty to inquire beyond the terms and provisions hereof.  The Escrow
Agent shall have no responsibility or obligation of any kind in connection with
this Agreement or the Subscription Funds and shall not be required to deliver
the Subscription Funds or any part thereof or take any action with respect to
any matters that might arise in connection therewith, other than to receive,
hold, invest, reinvest and deliver the Subscription Funds as herein provided. 
Without limiting the generality of the foregoing, it is hereby expressly agreed
and stipulated by the parties hereto that the Escrow Agent shall not be
required to exercise any discretion hereunder and shall have no investment or
management responsibility and, accordingly, shall have no duty to, or liability
for its failure to, provide investment recommendations or investment advice to
the Company or the Placement Agent.  The Escrow Agent shall not be liable for
any error in judgment, any act or omission, any mistake of law or fact, or for
anything it may do or refrain from doing in good faith in connection herewith,
except for, subject to Section 8(c), its own willful misconduct or gross
negligence.  It is the intention of the parties hereto that the Escrow Agent
shall never be required to use, advance or risk its own funds or otherwise
incur financial liability in the performance of any of its duties or the
exercise of any of its rights and powers hereunder.






	
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            13.        Funds
Transfer.   In the event funds transfer instructions are given (other than
in writing at the time of execution of the Agreement), whether in writing, by
telefax, or otherwise, the Escrow Agent is authorized to seek confirmation of
such instructions by telephone call-back to the person or person designated on Schedule
B hereto, and the Escrow Agent may rely upon the confirmations of anyone
purporting to be the person or persons so designated.  The persons and
telephone numbers for call-backs may be changed only in writing actually
received and acknowledged by the Escrow Agent.  The parties to this Agreement
acknowledge that such security procedure is commercially reasonable.




            It is
understood that the Escrow Agent and the beneficiary's bank in any funds
transfer may rely solely upon any account numbers or similar identifying number
provided by the Company or the Placement Agent, as applicable, to identify (i)
the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. 
The Escrow Agent may apply any of the escrowed funds for any payment order it
executes using any such identifying number, even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a
bank other than the beneficiary's bank or an intermediary bank, designated.




            14.        Termination. 
This Agreement shall terminate upon the disbursement, in accordance with
Sections 3 or 8(h), of the Subscription Funds in full; provided, however,
that in the event all fees, expenses, costs and other amounts required to be
paid to Escrow Agent hereunder are not fully and finally paid prior to
termination, the provisions of Section 6 and 8(c) shall survive the termination
hereof.




[Signatures on following page]

 

 

 

 




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




	
  HOME
  SOLUTIONS OF AMERICA, INC.

  	
  SANDERS MORRIS HARRIS INC.

  
	
  By: _________________	
  By: _______________
	
  Name: ______________	
  Name: ____________
  
	
  Title:     ______________	
  Title: ______________





 


 

 

 

 

 

 

 


                                                                                                              






	
  [Counterpart Signature Page Attached] 9

  









 

9






























Counterpart
Signature Page to Escrow Agreement


 


 


 


STERLING BANK 






By: ______________________________ 

Name: ___________________________ 

Title: ____________________________ 

 

 

 

 

 

 












	
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Schedule A


 


Escrow Agent Fees  


 





Investment Management &
Trust


 


SHORT-TERM

ESCROW SERVICES

FEE SCHEDULE


 


 


ACCOUNT SET-UP FEE                                                                 




Accounts
will be charged an initial set-up fee.                             $400.00





            


SERVICE FEE




Accounts
are subject to a minimum monthly service fee.             $250.00

  
OR an Annual Rate of 0.10% whichever is greater


            


ADDITIONAL SERVICES




A reasonable charge may be made for additional
services that may be necessary or desirable.  Such services may include
accounting and legal fees, asset valuations or appraisals, management and
valuation of closely held business interests, additional statements and fund disbursements.




Fees are subject to change and will be accrued and
charged monthly.  Out of pocket expense may be charged to the account as
incurred.






*Wire charges                      $25.00

*Check Requests                  $25.00

*Appraisals                           pass
through from appraiser


 




























Schedule B


 


Telephone Number(s) for
Call-backs and Person(s)


Designated to Confirm Funds
Transfer Instructions


 


 


If to Company:                                                                                                                                      




Name                                                                         
       Telephone Number




1.  Rick J. O'Brien                                                                (214)
623-8446




If to the Placement Agent:




Name                                                                         
       Telephone Number




1.   Michael Fitzgerald                                                           (212)
317-2702






Telephone call-backs shall be
made to either the Company or the Placement Agent if joint instructions are
required pursuant to the Agreement.