EXHIBIT
10.3


AMENDMENT NUMBER ONE TO
NON-COMPETITION AGREEMENT


OF MATHEW B  MITCHELL


This
Amendment Number One to Non-Competition Agreement (this “Agreement”) is made as
of the 21st day of
February, 2007 (the “Amendment Date”) by and among Mitchell Site Acq., Inc., a
Louisiana corporation (the “Company”), Ayin Holding Company Inc., a Delaware
corporation (the “Purchaser”), and Mathew B. Mitchell (the “Seller”).  All capitalized terms not otherwise defined
herein shall have the meaning given to them in that certain Stock Purchase
Agreement, dated as of June 20, 2006, by and among the Company, the Purchaser
and the Seller (the “Stock Purchase Agreement”).


R E C I T A L S


A.            The Seller and the Company are
parties to that certain Non-Competition Agreement dated the 15th day of August 2006 (the “Non-Competition
Agreement”) and wish to amend same as provided herein.


AGREEMENT


NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:


1.             Section 1.2 of the Non-Competition
Agreement is deleted and restated in its entirety as follows:


Non-competition.  For a period of five (5) years from the date
of this Agreement or, if longer, for a period beginning on the date of this
Agreement and ending three (3) years after the Employment Agreement’s
Expiration Date (as defined in the Employment Agreement), (the “Restricted
Period”), Seller shall not, on its own behalf or on behalf of others
(except for the benefit of Purchaser), directly or indirectly, own, manage,
operate, control, invest in, or participate in the ownership, management,
operations, or control of, lend Seller’s name or any similar name to, any
person, entity or business engaged in the Business in the Territory.  Notwithstanding the foregoing:  (i) the noncompetition restrictions set forth
in this Section 1.2 and applicable during the Restricted Period (and only such
restrictions) shall terminate and be of no further force and effect upon the
occurrence of Ayin Holding Company Inc.’s failure to make a payment under the
Notes (as that term is defined under the Stock Purchase Agreement) where such
payment is not prohibited by applicable loan agreements to which Ayin Holding
Company Inc. or Charys is a party, and (ii) Seller shall not be prohibited from
having beneficial ownership of up to 2% of the equity interest of any business
entity, the equity securities of which are registered under the Securities
Exchange Act of 1934, as amended.


2.             All of the other terms and
conditions of the Non Competition Agreement remain in full force and effect.


3.             This
Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which will constitute one and the same instrument. 
Additionally, this Letter Agreement may be executed and delivered by facsimile
transmission.


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  MITCHELL SITE ACQ., INC:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Matthew B. Mitchell

  	
   

  
	
   

  	
  Name:

  	
  Matthew B. Mitchell

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AYIN HOLDING COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Billy V. Ray, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Billy V. Ray, Jr.

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Matthew B. Mitchell

  	
   

  
	
   

  	
  Name:

  	
  Mathew B. Mitchell

  



 



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