Unassociated Document


    
      

    

    Execution
      Copy

    


    GUARANTEE

    


    THIS
      GUARANTEE (this
“Guarantee”), dated as of April 5, 2007, made by each
      of the undersigned guarantors (together with any other entity that may become
      an
      additional guarantor hereunder, the “Guarantors”), in
      favor of the Holders (the “Holders”) of Senior Secured
      Convertible Notes of Charys Holding Company, Inc., a Delaware corporation (the
      “Company”), which notes have been amended and restated
      as of the date hereof (such notes, as amended and restated, the
“Notes”), and Imperium Advisers, LLC, as the
      Collateral Agent (the “Collateral
      Agent”).  Capitalized terms used herein and not
      otherwise defined shall have the respective meanings specified in the Amendment
      Agreement (as defined below).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      pursuant to that certain
      Amendment Agreement, dated as of the date hereof, by and between the Company
      and
      the holders named therein (the “Amendment Agreement”),
      it is a condition precedent to the performance by the holders named therein
      of
      their obligations under the Amendment Agreement that the Guarantors execute
      and
      deliver this Guarantee; and

    


    WHEREAS,
      each Guarantor, as a
      subsidiary of the Company, will directly or indirectly benefit from the
      extension of credit to the Company represented by the Notes.

    


    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    1.           GUARANTEE.

    


    1.1           Guarantee
      of Obligations.

    


    (a)           Each
      Guarantor hereby, jointly and severally, unconditionally and irrevocably,
      guarantees to each Holder and its lawful successors, endorsees, transferees
      and
      assigns, the prompt and complete payment and performance by the Company when
      due
      (whether at the stated maturity, by acceleration or otherwise) of all
      obligations and undertakings of the Company of whatever nature, monetary or
      otherwise, under the Securities Purchase Agreement, and the Notes, the Amendment
      Agreement, the Imperium Warrants, the Registration Rights Agreement, the
      Security Agreement and the other Transaction Documents, together with all
      reasonable attorneys’ fees, disbursements and all other costs and expenses of
      collection incurred by Holders in enforcing any of such Obligations and/or
      this
      Guarantee (collectively, the
“Obligations”).  This Guarantee shall remain
      in full force and effect until all the Obligations and the obligations of each
      Guarantor under this Guarantee shall have been satisfied by payment and
      performance in full.  Each Guarantor shall be regarded, and shall be
      in the same position, as principal debtor with respect to the
      Obligations.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)           Anything
      herein or in any other Transaction Document to the contrary notwithstanding,
      the
      maximum liability of each Guarantor hereunder and under the other Transaction
      Documents shall in no event exceed the amount which can be guaranteed by such
      Guarantor under applicable federal and state laws, including laws relating
      to
      the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
      the rights of creditors generally (after giving effect to the right of
      contribution established in Section 1.3 of this
      Guarantee).

    


    1.2           Guarantee
      Absolute and Unconditional.  Each Guarantor understands and agrees
      that this Guarantee shall be construed as a continuing, absolute and
      unconditional guarantee of payment and performance without regard to (a) the
      validity or enforceability of the Amendment Agreement or any other Transaction
      Document, any of the Obligations or any other collateral security therefor
      or
      guarantee or right of offset with respect thereto at any time or from time
      to
      time held by the Holders, (b) any defense, set-off or counterclaim (other than
      a
      defense of payment or performance or fraud or misconduct by Holders) which
      may
      at any time be available to or be asserted by the Company or any other Person
      against the Holders, or (c) any other circumstance whatsoever (with or without
      notice to or knowledge of the Company or such Guarantor) which constitutes,
      or
      might be construed to constitute, an equitable or legal discharge of the Company
      for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy
      or
      in any other instance.

    


    1.3           Right
      of Contribution. Each Guarantor hereby agrees that to the extent that a
      Guarantor shall have paid more than its proportionate share of any payment
      made
      hereunder, such Guarantor shall be entitled to seek and receive contribution
      from and against any other Guarantor hereunder which has not paid its
      proportionate share of such payment.  Each Guarantor’s right of
      contribution shall be subject to the terms and conditions of Section
      1.4 of this Guarantee. The provisions of this Section
      1.3 shall in no respect limit the obligations and liabilities of
      any Guarantor to the Holders, and each Guarantor shall remain liable to the
      Holders for the full amount guaranteed by such Guarantor hereunder.

    


    1.4           No
      Subrogation.  Notwithstanding any payment made by any Guarantor
      hereunder or any set-off or application of funds of any Guarantor by the
      Holders, no Guarantor shall be entitled to be subrogated to any of the rights
      of
      the Holders against the Company or any other Guarantor or any collateral
      security or guarantee or right of offset held by the Holders for the payment
      of
      the Obligations, nor shall any Guarantor seek or be entitled to seek any
      contribution or reimbursement from the Company or any other Guarantor in respect
      of payments made by such Guarantor hereunder, until all amounts owing to the
      Holders by the Company on account of the Obligations are paid in full. If any
      amount shall be paid to any Guarantor on account of such subrogation rights
      at
      any time when all of the Obligations shall not have been paid in full, such
      amount shall be held by such Guarantor in trust for the benefit of the Holders,
      segregated from other funds of such Guarantor, and shall, forthwith upon receipt
      by such Guarantor, be turned over to the Holders in the exact form received
      by
      such Guarantor (duly indorsed by such Guarantor to the Holders, if required),
      to
      be applied against the Obligations, whether matured or unmatured, in such order
      as the Holders may determine.

    


    1.5           Modification
      of Guaranteed Obligations. Each Guarantor shall remain obligated hereunder
      notwithstanding that, without any reservation of rights against any Guarantor
      and without notice to or further assent by any Guarantor, any demand for payment
      of any of the Obligations made by the Holders may be rescinded by the Holders
      and any of the Obligations continued, and the Obligations, or the liability
      of
      any other Person upon or for any part thereof, or any collateral security or
      guarantee therefor or right of offset with respect thereto, may, from time
      to
      time, in whole or in part, be renewed, extended, amended, modified, accelerated,
      compromised, waived, surrendered or released by the Holders, and the Amendment
      Agreement and the other Transaction Documents and any other documents executed
      and delivered in connection therewith may be amended, modified, supplemented
      or
      terminated, in whole or in part, as the Holders may deem advisable from time
      to
      time, and any collateral security, guarantee or right of offset at any time
      held
      by the Holders for the payment of the Obligations may be sold, exchanged,
      waived, surrendered or released.  The Holders shall have no obligation
      to protect, secure, perfect or insure any Lien at any time held by them as
      security for the Obligations or for this Guarantee or any property subject
      thereto.


    
      
         

      

      
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    1.6           Waiver.  Each
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Obligations and notice of or proof of reliance by the
      Holders upon the guarantees contained in this Section
      1 or acceptance of the guarantees contained in this
Section 1.  The Obligations shall
      conclusively be deemed to have been created, contracted or incurred, or renewed,
      extended, amended or waived, in reliance upon the guarantees contained in this
      Section 1.  All dealings between the Company
      and any of the Guarantors, on the one hand, and the Holders, on the other hand,
      shall be conclusively presumed to have been had or consummated in reliance
      upon
      the guarantees contained in this Section
      1.  Each Guarantor waives to the extent permitted by law
      diligence, presentment, protest, demand for payment and notice of default or
      nonpayment to or upon the Company or any of the Guarantors with respect to
      the
      Obligations.

    


    1.7   Enforcement
      of Guarantee.

    


    (a)           When
      making any demand hereunder or otherwise pursuing its rights and remedies
      hereunder against any Guarantor, the Collateral Agent, acting on behalf of
      each
      Holder, may, but shall be under no obligation to, make a similar demand on
      or
      otherwise pursue such rights and remedies as the Collateral Agent, acting on
      behalf of the Holders, may have against the Company, any other Guarantor or
      any
      other Person or against any collateral security or guarantee for the Obligations
      or any right of offset with respect thereto, and any failure by the Collateral
      Agent, acting on behalf of the Holders, to make any such demand, to pursue
      such
      other rights or remedies or to collect any payments from the Company, any other
      Guarantor or any other Person or to realize upon any such collateral security
      or
      guarantee or to exercise any such right of offset, or any release of the
      Company, any other Guarantor or any other Person or any such collateral
      security, guarantee or right of offset, shall not relieve any Guarantor of
      any
      obligation or liability hereunder, and shall not impair or affect the rights
      and
      remedies, whether express, implied or available as a matter of law, of the
      Holders against any Guarantor. For the purposes hereof,
“demand” shall include the commencement and
      continuance of any legal proceedings.

    


    (b)           Expenses;
      Indemnification.

    


    (i)           Each
      Guarantor agrees to pay, or reimburse the Collateral Agent, acting on behalf
      of
      the Holders, all of the Collateral Agent’s costs and expenses incurred in
      collecting against such Guarantor under this Guarantee or otherwise enforcing
      or
      preserving any rights under this Guarantee and the other Transaction Documents
      to which such Guarantor is a party, including, without limitation, the
      reasonable fees and disbursements of counsel to the Collateral
      Agent.


    
      
         

      

      
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    (ii)           Each
      Guarantor agrees to pay, and to save the Holders harmless from, any and all
      liabilities with respect to, or resulting from any delay in paying, any and
      all
      stamp, excise, sales or other taxes which may be payable or determined to be
      payable in connection with any of the transactions contemplated by this
      Guarantee.

    


    (iii)           Each
      Guarantor agrees to pay, and to save the Holders harmless from, any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever with respect
      to the execution, delivery, enforcement, performance and administration of
      this
      Guarantee to the extent the Company would be required to do so pursuant to
      the
      Amendment Agreement.

    


    (iv)           Notwithstanding
      anything to the contrary in this Guarantee, with respect to any defaulted
      non-monetary Obligations the specific performance of which by the Guarantors
      is
      not reasonably possible (e.g., the issuance of the Company’s Common Stock), the
      Guarantors shall only be liable for making the Holders whole on a monetary
      basis
      for the Company’s failure to perform such Obligations in accordance with the
      Transaction Documents.

    


    1.8           Right
      to Set-Off.  Each Guarantor hereby irrevocably authorizes the
      Collateral Agent, acting on behalf of the Holders, at any time and from time
      to
      time while an Event of Default (as defined in the Notes) under any of the
      Transaction Documents shall have occurred and be continuing, without notice
      to
      such Guarantor or any other Guarantor, any such notice being expressly waived
      by
      each Guarantor, to set-off and appropriate and apply any and all deposits,
      credits, indebtedness or claims, in any currency, in each case whether direct
      or
      indirect, absolute or contingent, matured or unmatured, at any time held or
      owing by a Holder to or for the credit or the account of such Guarantor, or
      any
      part thereof in such amounts as the Collateral Agent may elect, against and
      on
      account of the obligations and liabilities of such Guarantor to the Holders
      hereunder in any currency arising hereunder or under the Security Agreement
      as
      the Collateral Agent may elect, whether or not a Holder has made any demand
      for
      payment and although such obligations, liabilities and claims may be contingent
      or unmatured.  The Collateral Agent shall notify such Guarantor
      promptly of any such set-off and the application made by the Collateral Agent
      of
      the proceeds thereof, provided that the failure to give such notice
      shall not affect the validity of such set-off and application. The rights of
      each Holder under this Section 1.8 are in addition to
      other rights and remedies (including, without limitation, other rights of
      set-off) which the Collateral Agent, acting on behalf of the Holders, may
      have.

    


    1.9           Payments.  In
      addition to the terms of the Guaranty set forth in Section
      1.1 of this Guarantee, and in no manner imposing any limitation
      on
      such terms, it is expressly understood and agreed that, if, at any time, any
      of
      the Obligations are declared to be immediately due and payable by a Guarantor,
      then the Guarantors shall, upon ten (10) Business Days’ notice, pay to the
      Collateral Agent, acting on behalf of the Holders, the entire amount of such
      Obligations as has been declared due and payable to the
      Holders.  Payment by the Guarantors shall be made to the Collateral
      Agent in immediately available Federal funds to an account designated by the
      Collateral Agent or at the address set forth herein for the giving of notice
      to
      the Collateral Agent or at any other address that may be specified in writing
      from time to time by the Collateral Agent, and shall be credited and applied
      to
      the Obligations.


    
      
         

      

      
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    1.10           Release.
      Subject to Section 2 of this Guarantee, each Guarantor
      will be released from all liability hereunder concurrently with the repayment
      and performance in full of all amounts owed under the Amendment Agreement,
      the
      Notes and the other Transaction Documents, and all other
      Obligations.  No payment made by the Company, any of the Guarantors,
      any other guarantor or any other Person or received or collected by the Holders
      or the Collateral Agent from the Company, any of the Guarantors, any other
      guarantor or any other Person by virtue of any action or proceeding or any
      set-off or appropriation or application at any time or from time to time in
      reduction of or in payment of the Obligations shall be deemed to modify, reduce,
      release or otherwise affect the liability of any Guarantor hereunder which
      shall, notwithstanding any such payment (other than any payment made by such
      Guarantor in respect of the Obligations or any payment received or collected
      from such Guarantor in respect of the Obligations), remain liable for the
      Obligations up to the maximum liability of such Guarantor hereunder until the
      Obligations are paid and performed in full.

    


    2.           REINSTATEMENT.

    


    The
      guarantees contained in Section 1 of this Guarantee
      shall continue to be effective, or be reinstated, as the case may be, if at
      any
      time payment, or any part thereof, of any of the Obligations is rescinded or
      must otherwise be restored or returned by the Holders or the Collateral Agent
      upon the insolvency, bankruptcy, dissolution, liquidation or reorganization
      of
      the Company or any Guarantor, or upon or as a result of the appointment of
      a
      receiver, intervenor or conservator of, or trustee or similar officer for,
      the
      Company or any Guarantor or any substantial part of its property, or otherwise,
      all as though such payments had not been made.

    


    3.           REPRESENTATIONS
      AND WARRANTIES.

    


    Each
      Guarantor hereby represents and warrants to the Collateral Agent and Holders
      as
      follows:

    


    3.1           Organization
      and Qualification. Each Guarantor is duly organized, validly existing and in
      good standing under the laws of its formation, with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted.  Each Guarantor is duly qualified to do
      business and is in good standing as a foreign corporation in each jurisdiction
      in which the nature of the business conducted or property owned by it makes
      such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, could not, individually or in the aggregate,
      (x)
      adversely affect the legality, validity or enforceability of any of this
      Guarantee in any material respect, (y) have a material adverse effect on the
      results of operations, assets, prospects, or financial condition of the
      Guarantor or (z) adversely impair in any material respect the Guarantor’s
      ability to perform fully on a timely basis its obligations under this Guarantee
      (a “Material Adverse Effect”).


    
      
         

      

      
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    3.2           Authorization;
      Enforcement.  Each Guarantor has the requisite corporate power and
      authority to enter into and to consummate the transactions contemplated by
      this
      Guarantee, and otherwise to carry out its obligations hereunder. The execution
      and delivery of this Guarantee by each Guarantor and the consummation by it
      of
      the transactions contemplated hereby have been duly authorized by all requisite
      corporate action on the part of the Guarantor, and no further consent or
      authorization of the Guarantor, its board of directors, shareholders, or to
      its
      knowledge, any governmental authority or organization, or any other person
      or
      entity is required in connection therewith. This Guarantee has been duly
      executed and delivered by each Guarantor and constitutes the valid and binding
      obligation of such Guarantor enforceable against such Guarantor in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally the enforcement of, creditors’ rights and
      remedies or by other equitable principles of general application.

    


    3.3           No
      Conflicts. The execution, delivery and performance of this Guarantee by each
      Guarantor and the consummation by each Guarantor of the transactions
      contemplated thereby do not and will not (i) conflict with or violate any
      provision of its certificate of incorporation, by-laws or any other governing
      document or (ii) conflict with, constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which such Guarantor is a party or by
      which it or any of its asset or properties are bound or affected, or (iii)
      result in a violation of any law, rule, regulation, order, judgment, injunction,
      decree or other restriction of any court or governmental authority to which
      such
      Guarantor is subject (including Federal and state securities laws and
      regulations), or by which any of its properties or assets are bound or affected.
      The business of each Guarantor is not being conducted in violation of any law,
      ordinance or regulation of any governmental authority, except for violations
      which, individually or in the aggregate, do not have a Material Adverse
      Effect.

    


    3.4           Amendment
      Agreement. The representations and warranties of the Company set forth in
      the Amendment Agreement as they relate to each Guarantor, each of which is
      hereby incorporated herein by reference, are true and correct as of each time
      such representations are deemed to be made pursuant to such Amendment Agreement,
      and the Holders shall be entitled to rely on each of them as if they were fully
      set forth herein, provided, that each reference in each such
      representation and warranty to the Company’s knowledge shall, for the purposes
      of this Section 3.4, be deemed to be a reference to
      such Guarantor’s knowledge.

    


    3.5           Independence
      of Parties.  The Holders have no fiduciary relationship with or
      duty to any Guarantor arising out of or in connection with this Guarantee or
      any
      of the other Transaction Documents; the relationship between the Guarantors,
      on
      the one hand, and the Holders, on the other hand, in connection herewith or
      therewith is solely that of debtor and creditor; and no joint venture is created
      hereby or by the other Transaction Documents or otherwise exists by virtue
      of
      the transactions contemplated hereby among the Guarantors and the
      Holders.

    


    3.6           Counsel.  Each
      Guarantor has been advised by counsel in the negotiation, execution and delivery
      of this Guarantee and the other Transaction Documents to which it is a
      party.


    
      
         

      

      
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    4.           FURTHER
      ASSURANCES.

    


    Each
      Guarantor covenants and agrees with the Collateral Agent, on behalf of each
      Holder, that, from and after the date of this Guarantee until the Obligations
      shall have been paid in full, such Guarantor shall (i) take, and/or shall
      refrain from taking, as the case may be, such commercially reasonable action
      (including complying with all of the obligations in Section 2 of the Notes,
      which obligations are incorporated by reference herein and shall be binding
      on
      each Guarantor) that is necessary to be taken or not taken, as the case may
      be,
      so that no Event of Default (as defined in the Notes) is caused by the failure
      to take such action or to refrain from taking such action by such Guarantor
      and
      (ii) execute and deliver to the Collateral Agent, from time to time, any
      additional instruments or documents which are reasonably necessary to cause
      this
      Guarantee to be, become or remain valid and effective in accordance with its
      terms.

    


    5.           MISCELLANEOUS.

    


    5.1           Notices,
      Etc.  All notices and other communications provided for hereunder
      shall be in writing and shall be mailed (by certified mail, postage prepaid
      and
      return receipt requested), telecopied, e-mailed or delivered to the addressee
      at
      its address specified in the signature  pages below; or as to any such
      Person, at such other address as shall be designated by such Person in a written
      notice to all other parties hereto complying as to delivery with the terms
      of
      this Section 5.1.  All such notices and
      other communications shall be effective (a) if sent by certified mail, return
      receipt requested, when received or three days after deposited in the mails,
      whichever occurs first, (b) if telecopied or e-mailed, when transmitted (during
      normal business hours) and confirmation is received, and otherwise, the day
      after the notice or communication was transmitted and confirmation is received,
      or (c) if delivered in person, upon delivery.

    


    5.2           Amendments;
      Waivers.  No amendment of any provision of this Guarantee shall be
      effective unless it is in writing and signed by each Guarantor, the Required
      Holders (as defined in the Note) and the Collateral Agent, and no waiver of
      any
      provision of this Guarantee, and no consent to any departure by each Guarantor
      therefrom, shall be effective unless it is in writing and signed by each
      Guarantor and the Collateral Agent, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      given.

    


    5.3           No
      Implied Waivers.  No failure on the part of the Collateral Agent
      to exercise, and no delay in exercising, any right hereunder or under any of
      the
      other Transaction Documents shall operate as a waiver thereof; nor shall any
      single or partial exercise of any such right preclude any other or further
      exercise thereof or the exercise of any other right.  The rights and
      remedies of the Collateral Agent or any Holder provided herein and in the other
      Transaction Documents are cumulative and are in addition to, and not exclusive
      of, any rights or remedies provided by law.  The rights of the
      Collateral Agent or any Holder under any of the other Transaction Documents
      against any party thereto are not conditional or contingent on any attempt
      by
      such Person to exercise any of its rights under any of the other Transaction
      Documents against such party or against any other Person, including but not
      limited to, any Guarantor.


    
      
         

      

      
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    5.4           Severability.  Any
      provision of this Guarantee that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.

    


    5.5           GOVERNING
      LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
      TO
      CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW
      YORK.

    


    5.6           JURISDICTION.  ANY
      LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS GUARANTEE OR ANY DOCUMENT
      RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE
      COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
      OF
      NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS
      GUARANTEE, EACH GUARANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
      PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
      COURTS.  EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
      THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT
      LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
      FORUMNONCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE
      JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF
      AS
      IS DEEMED APPROPRIATE BY THE COURT.

    


    5.7           WAIVER
      OF JURY TRIAL.  EACH GUARANTOR AND (BY ITS ACCEPTANCE OF THE
      BENEFITS OF THIS GUARANTEE) THE COLLATERAL AGENT WAIVES ANY RIGHT IT MAY HAVE
      TO
      TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER
      OR IN
      CONNECTION WITH THIS GUARANTEE OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR
      ANY
      COURSE OF CONDUCT, COURSE OF DEALING, ORAL OR WRITTEN STATEMENT OR OTHER ACTION
      OF THE PARTIES HERETO.

    


    5.8           SERVICE
      OF PROCESS.  EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
      PROCESS OF ANY OF THE AFORESAID COURTS IN ANY SUCH ACTION, SUIT OR PROCEEDING
      BY
      THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
      SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ANY GUARANTOR AT ITS
      ADDRESS PROVIDED HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH
      MAILING.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE
      COLLATERAL AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
      COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GUARANTOR OR ANY
      PROPERTY OF ANY GUARANTOR IN ANY OTHER JURISDICTION.


    
      
         

      

      
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    5.9           Section
      Headings.  Section headings herein are included for convenience of
      reference only and shall not constitute a part of this Guarantee for any other
      purpose.

    


    5.10           Counterparts.  This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which shall be deemed to be an
      original, but all of which taken together constitute one in the same
      Agreement.

    


    5.11           Conflicts.  In
      the event of any conflict between the terms of this Guarantee, the Amendment
      Agreement, or any of the other Transaction Documents or exhibits referred to
      herein or therein, the terms of the Amendment Agreement shall
      control.

    


    5.12           Successors
      and Assigns.  The terms and conditions of this Guarantee shall
      inure to the benefit of and be binding upon the respective successors and
      permitted assigns of the parties.  Nothing in this Guarantee, express
      or implied, is intended to confer upon any party other than the parties hereto
      or their respective successors and permitted assigns any rights, remedies,
      obligations or liabilities under or by reason of this Guarantee, except as
      expressly provided in this Guarantee.  A Holder may assign its rights
      hereunder in connection with any valid private sale or transfer of its Notes
      as
      permitted under the Amendment Agreement and/or the Notes, in which case the
      term
“Holder” shall be deemed to refer to such transferee as though such transferee
      were an original beneficiary hereof.  No Guarantor may assign its
      rights or obligations under this Guarantee.

    


    5.13           Additional
      Guarantors.  If a Guarantor creates or acquires any new
      subsidiary, then such Guarantor shall cause such new subsidiary to become party
      to (i) this Guarantee for all purposes of this Guarantee by executing and
      delivering an Assumption Agreement in the form of Annex 1 hereto and (ii) the
      Security Agreement in accordance with the terms of the Security
      Agreement.

    


    5.14           Controlling
      Agreement.  In the event of any conflict between the terms of this
      Guarantee, the Amendment Agreement, or any of the other Transaction Documents
      or
      exhibits referred to herein or therein, the terms of the Amendment Agreement
      shall control.

    


    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the undersigned has
      caused this Guarantee to be duly executed and delivered as of the date first
      above written.

    


    
      	 	
              PERSONNEL
                RESOURCES OF GEORGIA,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                880 South Pleasantburg Drive, Suite 3C, Greenville, South Carolina
                29607

            
	 	 	
              Telephone:
                864-271-7611

            
	 	 	
              Facsimile:
                864-232-0178

            
	 	 	 
	 	
              CCI
                TELECOM, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                19240 Red Land Road, San Antonio, Texas 78259

            
	 	 	
              Telephone:
                210-496-1926

            
	 	 	
              Facsimile:
                210-491-0932

            
	 	 	 
	 	
              METHOD
                IQ, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                1750 Founders Parkway, Suite 180, Alpharetta, Georgia
                30004

            
	 	 	
              Telephone:
                678-507-1300

            
	 	 	
              Facsimile:
                678-507-1302

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              VIASYS
                SERVICES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                26 Lake Wire Drive, Lakeland, Florida 33815

            
	 	 	
              Telephone:
                863-607-9988

            
	 	 	
              Facsimile:
                863-607-9955

            
	 	 	 
	 	
              VIASYS
                NETWORK SERVICES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                26 Lake Wire Drive, Lakeland, Florida 33815

            
	 	 	
              Telephone:
                863-607-9988

            
	 	 	
              Facsimile:
                863-607-9955

            
	 	 	 
	 	
              VSI
                REAL ESTATE HOLDING, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                26 Lake Wire Drive, Lakeland, Florida 33815

            
	 	 	
              Telephone:
                863-607-9988

            
	 	 	
              Facsimile:
                863-607-9955

            
	 	 	 
	 	
              DIGITAL
                COMMUNICATION SERVICES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Billy V. Ray,
                Jr.

            
	 	 	
              Title:

            
	 	 	
              Address:
                96 North 5th Avenue, Delray Beach, Florida
                33483

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                THIS
                  GUARANTEE ACCEPTED BY:

              	 
	 	 	 
	
                IMPERIUM
                  ADVISERS, LLC

              	 
	
                as
                  Collateral Agent

              	 
	 	 	 
	
                By:

              	 	 
	
                Name:

              	
                Maurice
                  Hryshko

              	 
	
                Title:

              	
                General
                  Counsel

              	 
	
                Address:

              	
                153
                  East 53rd Street

              	 
	 	
                29th
                  Floor

              	 
	 	
                New
                  York, NY 10022

              	 
	
                Telephone:

              	
                (212)
                  433-1360

              	 
	
                Facsimile:

              	
                (212)
                  433-1361

              	 


      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Annex
      1
      to

    GUARANTEE

    


    ASSUMPTION
      AGREEMENT, dated as of _________, _____ made by __________________, a __________
      corporation (the “Additional Guarantor”), in favor of the Holders pursuant to
      the Amendment Agreement referred to below. All capitalized terms not defined
      herein shall have the meaning ascribed to them in such Amendment
      Agreement.

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      Charys Holding Company, Inc.,
      a Delaware corporation (the “Company”), and the Holders have entered into a
      Amendment Agreement, dated as of April 5, 2007 (as amended, supplemented or
      otherwise modified from time to time, the “Amendment Agreement”);

    


    WHEREAS,
      in connection with the
      Amendment Agreement, the Company’s subsidiaries (other than the Additional
      Guarantor) have entered into the Guarantee, dated as of the date of the
      Amendment Agreement (as amended, supplemented or otherwise modified from time
      to
      time, the “Guarantee”) in favor of the Holders;

    


    WHEREAS,
      the Amendment Agreement
      requires the Additional Guarantor to become a party to the Guarantee;
      and

    


    WHEREAS,
      the Additional Guarantor has
      agreed to execute and deliver this Assumption Agreement in order to become
      a
      party to the Guarantee;

    


    NOW,
      THEREFORE, IT IS AGREED:

    


    1.           Guarantee.  By
      executing and delivering this Assumption Agreement, the Additional Guarantor,
      as
      provided in Section 5.13 of the Guarantee, hereby becomes a party to the
      Guarantee as a Guarantor thereunder with the same force and effect as if
      originally named therein as a Guarantor and, without limiting the generality
      of
      the foregoing, hereby expressly assumes all obligations and liabilities of
      a
      Guarantor thereunder.  The Additional Guarantor hereby represents and
      warrants that each of the representations and warranties contained in Section
      3
      of the Guarantee is true and correct on and as the date hereof as to such
      Additional Guarantor (after giving effect to this Assumption Agreement) as
      if
      made on and as of such date.

    


    2.           Governing
      Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE
      TO
      CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW
      YORK.

    


    3.           Controlling
      Agreement.  In the event of any conflict between the terms of this
      Assumption Agreement, the Amendment Agreement, or any of the other Transaction
      Documents or exhibits referred to herein or therein, the terms of the Amendment
      Agreement shall control.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned has
      caused this Assumption Agreement to be duly executed and delivered as of the
      date first above written.

    


    


    
      	 	
              [ADDITIONAL
                GUARANTOR]

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title: