Exhibit 10.1


    
      

    


    JOINT
      AMENDMENT TO AMENDED AND RESTATED STOCK AND

    LIMITED
      PARTNERSHIP INTEREST PURCHASE AGREEMENT

    AND
      STOCK PURCHASE AGREEMENT

     

    WHEREAS,
      CHARYS HOLDING COMPANY, INC., a Delaware corporation (the “Purchaser”),
      COTTON HOLDINGS 1, INC., a Delaware corporation (“Cotton
      Holdings”),
      COTTON COMMERCIAL USA, LP, a Texas limited partnership (“Cotton
      Commercial”),
      COTTON RESTORATION OF CENTRAL TEXAS, LP, a Texas limited partnership
      (“Cotton
      Restoration”),
      BRYAN
      MICHALSKY, JAMES SCAIFE, RANDALL THOMPSON, DARYN EBRECHT and PETER BELL
      (collectively, the “Cotton
      Holdings Sellers”),
      BLAKE
      STANSELL (a/k/a Frank Blakely Stansell) and CHAD WEIGMAN (collectively, the
      “Cotton
      Commercial Sellers”),
      and
      JOHNNY SLAUGHTER and RUSSELL WHITE (collectively, the “Cotton
      Restoration Sellers”
and,
      together with the Cotton Holdings Sellers and Cotton Commercial Sellers, the
      “Cotton
      Sellers”),
      joined therein by C&B/COTTON HOLDINGS, INC., a Delaware corporation (the
“Acquisition
      Subsidiary”),
      and
      CROCHET & BOREL SERVICES, INC., a Texas corporation (“Crochet
      & Borel”),
      both
      of which are wholly owned subsidiaries of the Purchaser, for the purposes
      therein expressed, previously entered into that certain Stock and Limited
      Partnership Interest Purchase Agreement dated as of September 1, 2006, as
      amended by that certain First Amendment to Purchase Agreement dated October
      6,
      2006, as further amended by that certain Second Amendment to Purchase Agreement
      dated October 19, 2006, as further amended by that certain Third Amendment
      to
      Purchase Agreement dated October 31, 2006, and as further amended by that
      certain Amended & Restated Stock and Limited Partnership Interest Purchase
      Agreement dated December 8, 2006, as further amended on even date herewith
      (as
      amended, the “Original
      Agreement”);
      and

     

    WHEREAS,
      the Purchaser, Crochet & Borel, and TROY CROCHET (“Troy
      Crochet”)
      are
      parties to that certain Stock Purchase Agreement dated as of June 5, 2006 (the
      “Stock
      Purchase Agreement”),
      as
      amended by that certain Letter Agreement dated October 3, 2006 (the
“Letter
      Amendment”
and
      any
      other amendments with respect to the Stock Purchase Agreement, the “Miscellaneous
      Amendments”),
      as
      further amended by that certain Amendment to Purchase Agreement dated January
      12, 2007, as further amended on even date herewith (the Stock Purchase
      Agreement, the Letter Amendment, and the Miscellaneous Amendments are
      hereinafter collectively referred to as the “Purchase Agreement”);
      and

     

    WHEREAS,
      all capitalized terms used herein shall have the same meanings ascribed to
      those
      terms as defined in the Original Agreement and the Purchase Agreement, unless
      the context requires otherwise; and

     

    WHEREAS,
      the parties desire to further amend the Original Agreement and the Purchase
      Agreement as provided herein;

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties, covenants
      and agreements herein contained, and upon and subject to the terms and the
      conditions hereinafter set forth, the parties do hereby agree as
      follows:

     

    1.   Amendment
      to Section 2.05.
      Section
      2.05 of the Original Agreement and Section 2.05 of the Purchase Agreement are
      hereby amended to read in their entirety as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “2.05     Make-Whole
      Adjustment.

     

    “(a)       
      The
      following terms have the meanings set forth below:

     

    “(i)       
      ‘Make-Whole
      Date’
means
      30 days after the filing of the Purchaser’s Form 10-KSB or Form 10-K, as the
      case may be, for the Purchaser’s fiscal year ended April 30, 2008, provided that
      if such date falls on a non-business day, the Make-Whole Date shall be the
      preceding business day.

     

    “(ii)       ‘Make
      Whole Deficit’
means
      the value, if positive, of (A) the Target Stock Consideration Value, minus
      (B)
      the product of (1) 9,963,532 multiplied by (2) the Market Price of the Purchaser
      Stock during the 20 consecutive trading days prior to the Make-Whole Date
      multiplied by the percentage of Incentive Compensation which is
      earned.

     

    “(iii)      ‘Market
      Price’
means,
      with respect to any period, the weighted average sale price of the Purchaser
      Stock during such period as determined by (i) the principal stock exchange,
      or
      the NASDAQ/NMS, as the case may be, on which shares of Purchaser Stock are
      then
      listed or admitted to trading, or (ii) if the Purchaser Stock is not then
      listed or admitted to trading on any stock exchange or the NASDAQ/NMS, the
      average of the last reported closing bid and asked prices on each such day
      in
      the over-the-counter market, as furnished by the NASDAQ system or National
      Quotation Bureau, Inc., or (iii) if neither NASDAQ, or National Quotation
      Bureau, Inc. is at the time engaged in the business of reporting such prices,
      then as furnished by any similar firm then engaged in such
      business.

     

    “(iv)     
      ‘NASDAQ/NMS’
means
      the National Association of Securities Dealers’ Automated Quotation National
      Market System.

     

    “(v)       ‘Target
      Stock Consideration Value’
means
      $81,501,691.76.

     

    “(b)      
      If
      the
      Market Price of the Purchaser Stock during the 20 consecutive trading days
      immediately prior to the Make-Whole Date is less than $8.18 per share (the
      “Target
      Per Share Stock Price”),
      the
      Purchaser shall issue immediately to the Cotton Sellers and Troy Crochet, in
      the
      proportion of 20% to the Cotton Sellers and 80% to Troy Crochet, that number
      of
      additional shares of the Purchaser Stock (the ‘Make-Whole
      Shares’)
      equal
      to the Make Whole Deficit divided by the Market Price of the Purchaser Stock
      on
      the Make-Whole Date; provided, however, in lieu of paying the Make-Whole Deficit
      in shares of Purchaser Stock, the Purchaser may instead pay the Make-Whole
      Deficit in cash, with a downpayment amount equal to 25 percent of Purchaser’s
      EBITDA after eliminating any expenses arising from debt service, intercompany
      charges, and earn out payments for its fiscal year ended April 30, 2008, and
      with the balance of the cash payment of the Make-Whole Deficit being paid in
      12
      equal monthly installments starting 60 days after the Make-Whole
      Date.

     

    “(c)       
      If
      the
      Market Price of the Purchaser Stock does not equal or exceed $13.50 for at
      least
      25 consecutive trading days during the three months following the filing of
      the
      Purchaser’s Form 10-10KSB or Form 10-K, as the case may be, for the fiscal year
      ended April 30, 2008, the Purchaser shall issue an additional two million shares
      (the “First
      Incentive Shares”)
      of
      Purchaser Stock to the Cotton Sellers, provided that the Acquisition Subsidiary
      and its subsidiaries (including, without limitation, Crochet & Borel, Cotton
      Holdings, Cotton Commercial, and Cotton Restoration) have a net profit for
      the
      fiscal year ended April 30, 2008, as reflected on the year end income statement
      of the Acquisition Subsidiary and its subsidiaries prepared on a consolidated
      basis using generally accepted accounting principles, after eliminating any
      expenses arising from debt service, intercompany charges, and earn out payments.
      Purchaser and the Cotton Sellers hereby agree that the Cotton Sellers shall,
      on
      and after the Put Date (defined below), have the absolute right (“First
      Incentive Put Right”)
      but
      not the obligation, in the Cotton Sellers sole discretion, to put the First
      Incentive Shares (or any portion thereof) to Purchaser and require Purchaser
      to
      purchase the First Incentive Shares (or any portion thereof designated) at
      $8.18
      per share (subject to increase under Section 2.05(d)(iii) below), with the
      closing thereof to occur within 3 business days after written notice is provided
      to Purchaser of the exercised First Incentive Put Right and the purchase price
      for the First Incentive Shares subject to the exercised First Incentive Put
      Right shall be paid to the holder thereof in cash or immediately available
      wire
      transfer funds. The term “Put
      Date”
shall
      mean that date that is the earlier to occur of (1) the maturity or conversion
      of
      all promissory notes to be issued in connection with the private offering by
      McMahan Securities Co. LP of even date herewith (the “McMahan
      Offering”)
      or (2)
      March 1, 2012.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “(d)       Troy
      Crochet and the Cotton Sellers may earn up to an additional two million shares
      (“Second
      Incentive Shares”)
      of
      Purchaser Stock based on the percentage of Financial Performance Targets met
      for
      the Purchaser’s fiscal year ended April 30, 2008. For each percentage point over
      50 percent of the Financial Performance Target (as reflected on Schedule
      2.06(A)(1) of the Original Agreement and Schedule 2.06(a)(1) of the Purchase
      Agreement) for the Purchaser’s fiscal year ended April 30, 2008, the Purchaser
      shall issue 40,000 additional shares of the Purchaser Stock to Troy Crochet
      and
      the Cotton Sellers, collectively, in the proportion of 75% to Troy Crochet
      and
      25% to the Cotton Sellers. The weighted factors to calculate the percent of
      Financial Performance Targets reached are 40 percent of Revenue, 45 percent
      of
      EBITDA and 15 percent of Income before taxes. The parties hereto agree that
      Troy
      Crochet and the Cotton Sellers shall have, with respect to the Second Incentive
      Shares, the absolute right (“Second
      Incentive Put Right”)
      but
      not the obligation, in each Second Incentive Put Right holder’s sole discretion,
      to put the Second Incentive Shares (or any portion thereof) owned by such holder
      to Purchaser and require Purchaser to purchase the Second Incentive Shares
      (or
      any portion thereof designated) owned by the holder thereof as
      follows:

     

    (i)    For
      all
      Second Incentive Shares earned from reaching the Financial Performance Targets
      from 51-75 percent, the Second Incentive Put Right shall be at $10.84 per share;
      and

     

    (ii)   For
      all
      Second Incentive Shares earned from reaching the Financial Performance Targets
      over 75 percent, the Second Incentive Put Right shall be at $13.50 per share;
      and 

     

    (iii)        
      Notwithstanding
      (i) and (ii) above, if 100 percent of the Financial Performance Targets are
      reached for the Purchaser’s fiscal year ended April 30, 2008, Troy Crochet and
      the Cotton Sellers shall have a Second Incentive Put Right at $13.50 per share
      for all First Incentive Shares and Second Incentive Shares earned or received
      under this Section 2.05; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)        
      The
      exercise of the Second Incentive Put Right for all Second Incentive Shares
      shall
      be staged over a 24 month period beginning 30 days after the Put Date and
      continuing in 24 consecutive months thereafter with each Second Incentive Put
      Right holder being allowed in each month to exercise 1/24 of all Second
      Incentive Put Rights held, and with all remaining unexercised Second Incentive
      Put Rights exercisable in the 24th
      month.
      Upon exercise of a Second Incentive Put Right, the closing thereof shall occur
      within 3 business days and the purchase price for the Second Incentive Shares
      subject to the exercised Second Incentive Put Right shall be paid to the holder
      thereof in cash or immediately available wire transfer funds.

     

    “(e)        Notwithstanding
      anything to the contrary set forth herein, the Purchaser’s obligation to make
      any adjustment in accordance with this Section 2.05, or to issue any Make-Whole
      Shares, shall terminate in the event that, at any time prior to the Make-Whole
      Date, the average Market Price Per Share of the Stock Consideration during
      any
      90-consecutive trading days following the date the Sellers are entitled to
      freely trade the Stock Consideration without restrictions pursuant to the
      Registration Rights Agreement exceeds $16.50. Further, on the Make-Whole Date,
      the Purchaser may reduce the Target Stock Consideration Value by the amount
      of
      any Purchaser Losses for which the Sellers must indemnify the Purchaser
      Indemnified Parties (in accordance with Article X of the Original Agreement
      and
      Article X of the Purchase Agreement) that are outstanding and unsatisfied as
      of
      the Make-Whole Date.”

     

    2.   Amendment
      to Exhibit G of the Original Agreement.
      Exhibit
      G
      as
      described in Section 9.05 of the Original Agreement is hereby amended to read
      in
      its entirety as set forth in Exhibit
      G
      attached
      hereto.

     

    3.   Amendment
      to Exhibit H of the Original Agreement.
      Exhibit
      H
      as
      described in Section 9.08 of the Original Agreement is hereby amended to read
      in
      its entirety as set forth in Exhibit
      H
      attached
      hereto.

     

    4.   Amendment
      to Schedule 2.06(A)(1) of the Original Agreement Schedule 2.06(a)(1) of the
      Purchase Agreement.
      Schedule
      2.06(A)(1)
      of the
      Original Agreement and Schedule 2.06(a)(1) of the Purchase Agreement are hereby
      jointly amended to be one and the same schedule and to read in its entirety
      as
      set forth in Schedule
      2.06(A)(1)
      attached
      hereto.

     

    5.   Amendment
      to Schedule 2.06(B) of the Original Agreement.
      Schedule
      2.06(B)
      to the
      Original Agreement is hereby amended to read in its entirety as set forth in
      Schedule
      2.06(B).

     

    6.   Additional
      Amendments to Original Agreement.
      The
      following amendments are made to the Original Agreement:

     

    (a)         
      The
      words
“or
      later date”
are
      hereby added to the first paragraph of Article III after the words “earlier
      date” in the 9th
      line of
      such paragraph. 

     

    (b)        
      The
      words
“or
      later date”
are
      hereby added to the first paragraph of Article IV after the words “earlier date”
in the 6th
      line of
      such paragraph.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (c)         
      Section
      4.07 of the Original Agreement is hereby amended in its entirety to read as
      follows:

     

    “4.07
      Financial
      Statements.
      Schedule
      4.07
      contains
      (i) the audited consolidated balance sheets of Cotton Holdings 1, Inc. and
      Subsidiaries (including, without limitation, Cotton Commercial, Cotton
      Restoration, and Cotton Restoration, LP) as of the years ended October 31,
      2004
      and October 31, 2005 prepared by the Cotton Group Companies’ certified public
      accountant (the “2004/2005
      Audited Financial Statements”),
      and
      the related statements of income, retained earnings, and cash flows for the
      years then ended, and the related notes thereto; and (ii) the audited
      consolidated balance sheet of Cotton Holdings 1, Inc. and Subsidiaries
      (including, without limitation, Cotton Commercial, Cotton Restoration, and
      Cotton Restoration, LP) for the year ended October 31, 2006, and the related
      statements of income, retained earnings, and cash flows (the “2006
      Audited Financial Statements”,
      and
      collectively with the 2004/2005 Audited Financial Statements, the “Audited
      Financial Statements”.
      The
      Audited Financial Statements present fairly the financial position of the Cotton
      Group Companies as of the dates thereof, and the related results of its
      operations for the years then ended. The Audited Financial Statements have
      been
      prepared in accordance with generally accepted accounting principles,
      consistently applied (“GAAP”),
      and
      the Interim Financial Statements have been prepared in accordance with GAAP
      for
      interim statements on a basis consistent with prior periods. All adjustments,
      consisting of normal, recurring accruals necessary for a fair presentation,
      have
      been made in the Interim Financial Statements. The balance sheets as of October
      31, 2006 (the “Audited
      Balance Sheet Date”)
      included in the Audited Financial Statements are referred to herein as the
      “Audited
      Balance Sheets”.”

     

    (d)        
      The
      terms
“Reviewed Financial Statements” and “Reviewed Balance Sheets” are hereby
      replaced in the Original Agreement (in each instance) with the terms “Audited
      Financial Statements” and “Audited Balance Sheets” respectively; and The terms
“Interim Balance Sheet” and “Interim Financial Statements” are hereby deleted
      (in each instance) from the Original Agreement.

     

    (e)         
      Section
      4.27(d) of the Original Agreement is hereby deleted in its entirety.


     

    7.   Ratification
      and Republication.
      Except
      as amended by this Amendment, the parties do hereby ratify and republish the
      Original Agreement and the Purchase Agreement.”

     

    8.   Incorporation
      by Reference.
      The
      attachment to this Amendment referred to or included herein constitutes an
      integral part to this Amendment and is incorporated into this Amendment by
      this
      reference.

     

    9.   Benefit.
      All the
      terms and provisions of this Amendment shall be binding upon and inure to the
      benefit of and be enforceable by the parties hereto, and their respective heirs,
      executors, administrators, personal representatives, successors and permitted
      assigns.

     

    10.        
      Construction.
      Words
      of any gender used in this Amendment shall be held and construed to include
      any
      other gender, and words in the singular number shall be held to include the
      plural, and vice versa, unless the context requires otherwise.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    11.        
      Multiple
      Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    12.        
      Entire
      Agreement.
      This
      Amendment and the Original Agreement and the Purchase Agreement, together with
      the exhibits and schedules thereto, contain the entire understanding of the
      parties with respect to the subject matter hereof, and may not be changed
      orally, but only by an instrument in writing signed by the party against whom
      enforcement of any waiver, change, modification, extension, or discharge is
      sought. Without limiting the generality of the foregoing, in the event of any
      of
      conflict between this Amendment and the Original Agreement and the Purchase
      Agreement, this Amendment shall control.

     

    IN
      WITNESS WHEREOF, each of the parties hereto has duly executed and delivered
      this
      Agreement as of the ___ day of February, 2007.

     

    
      	 	 	 	
              CHARYS
                HOLDING COMPANY, INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	  
	 
	 	 	 	
              Billy
                V. Ray, Jr., Chief Executive Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              C&B/COTTON
                HOLDINGS, INC

            	 
	 	 	 	 	 
	  
	 	 	 	 
	
              TROY
                CROCHET

            	 	
              By

            	  
	 
	 	 	 	
              Troy
                Crochet, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              CROCHET
                & BOREL SERVICES, INC

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	  
	 
	 	 	 	
              Troy
                Crochet, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              COTTON
                HOLDINGS 1, INC

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	  
	 
	 	 	 	
              Peter
                Bell, President

            	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	
              COTTON
                COMMERCIAL USA, LP

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By
                Cotton USA GP, LLC, its sole general partner

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	  
	 
	 	 	 	
              Peter
                Bell, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              COTTON
                RESTORATION OF CENTRAL TEXAS, LP

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By
                CCI-GP, LLC, its sole general partner

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	  
	 
	 	 	 	
              Peter
                Bell, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	
              SELLER:

            	 
	 	 	 	 	 
	 	 	 	 	 
	    
	 	 	  
	 
	
              CHAD
                WEIGMAN

            	 	 	
              BLAKE
                STANSELL

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	
              SELLER:

            	 
	 	 	 	 	 
	  	 	 	 	 
	  
	 	 	  
	 
	
              BRYAN
                MICHALSKY

            	 	 	
              JAMES
                SCAIFE

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	
              SELLER:

            	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	 	  
	 
	
              RANDALL
                THOMPSON

            	 	 	
              PETER
                BELL

            	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              SELLER:

            	 	 	
              SELLER:

            	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	 	  
	 
	
              DARYN
                EBRECHT

            	 	 	
              RUSSELL
                WHITE

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	 	 	 
	
              JOHNNY
                SLAUGHTER

            	 	 	 	 


    

    


     

    Attachment:

    Exhibit
      G
      - Form of Non-Competition Agreements

    Exhibit
      H
      - Form of Employment Agreements

    Schedule
      2.06(A)(1) - Incentive Compensation

    Schedule
      2.06(B) - Integration Incentive Compensation


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Exhibit
      G

    Form
      of Non-Competition Agreements

    

      NON-COMPETITION
        AGREEMENT

       

      THIS
        NON-COMPETITION AGREEMENT
        (this
“Agreement”)
        is
        made ______, 2006 (the “Effective
        Date”),
        by
        and between [___________]
        (“Seller”)
        and
[___________],
        a
        ____________________ (“Company”).
        All
        capitalized terms not otherwise defined herein shall have the meaning given
        to
        them in the Stock and Limited Partnership Interest Purchase Agreement, dated
        as
        of ________, 2006, among Charys Holding Company, Inc. (“Charys”),
        Cotton Holdings 1, Inc., Cotton Commercial USA, LP, Cotton Restoration of
        Central Texas, LP and the Sellers thereto (the “Stock
        Purchase Agreement”).

       

      W I T N E S S E T H:

       

      WHEREAS,
        Seller
        holds shares of stock or limited partnership interests in Cotton Holdings
        1,
        Inc., Cotton Commercial USA, LP or Cotton Restoration of Central Texas, LP,
        and
        is an executive officer of such entity, which is in the business of providing
        fire and water restoration services to customers throughout the United States
        of
        America (the
        “Business”);

       

      WHEREAS,
        pursuant
        to the Stock Purchase Agreement, Charys is purchasing all of the outstanding
        equity interests of Cotton Holdings 1, Inc., Cotton Commercial USA, LP and
        Cotton Restoration of Central Texas, LP;

       

      WHEREAS,
        contemporaneously herewith, Seller and Company are entering into an Employment
        Agreement (the “Employment
        Agreement”);

       

      WHEREAS,
        Charys
        would not have entered into the Stock Purchase Agreement, and Company would
        not
        have entered into the Employment Agreement, without ensuring the confidentiality
        of certain information and protection against competition and solicitation
        by
        the Seller;

       

      WHEREAS,
        Company,
        or its respective assigns, will continue to engage in its business throughout
        the Gulf Coast region of the United States of America (the “Territory”);
        and

       

      NOW,
        THEREFORE,
        for and
        in consideration of the mutual covenants and agreements contained herein
        and in
        the Stock Purchase Agreement and Employment Agreement, the benefits which
        Seller
        will receive from the transactions contemplated by the Stock Purchase Agreement
        and Employment Agreement, and other valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      1.    COVENANTS

       

      1.1    Acknowledgements
        by Seller.
        Seller
        acknowledges the following:

       

      (a)    Seller
        has been engaged in the Business. Such Business is highly
        competitive.

       

      (b)    Seller’s
        participation in the Business has provided Seller with valuable, confidential
        and proprietary information concerning the Business and its future plans,
        much
        of which Seller participated in developing.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      (c)    Seller
        has had access to and has become acquainted with various trade secrets,
        proprietary data and other confidential information of the Business and may
        have
        contributed to such information, consisting of documents, files, software,
        development work computer programs and databases, processes, techniques and
        procedures, and related documentation, compilations of information, records
        and
        specifications, used in or related to the Business, including:

       

      (i)    business
        information, such as (but not limited to) the business practices, suppliers,
        operational methods, technical processes, future plans, techniques, patent
        information and applications, leases, contracts and business plans;


       

      (ii)   financial
        information, such as (but not limited to) earnings, sales, assets, debts,
        prices, pricing structure, margins, volume and quantities of purchases or
        sales,
        and other financial data;

       

      (iii)        
        marketing
        information such as (but not limited to) prior, ongoing or proposed marketing
        programs, presentations or agreements by or on behalf of the Business, pricing
        information, marketing tests and results of marketing efforts;

       

      (iv)        
        personnel
        information, such as (but not limited to) employees’ personal or medical
        histories, compensation, employee incentive programs, terms of employment,
        actual or proposed promotions, hirings, resignations, terminations including
        reasons for such terminations, training methods and other personnel
        information;

       

      (v)         
        customer
        information, such as (but not limited to) past, existing or prospective
        customers’ names, addresses or backgrounds, customer specifications and
        requirements, prices that particular or various customers are charged or
        pay for
        services, proposals or agreements between customers and the Business, status
        of
        customers’ accounts, and other information about actual or prospective
        customers; and 

       

      (vi)        
        customer
        or prospective customer trade secrets, proprietary data and other confidential
        information that is provided to Seller for the sole and exclusive purpose
        of
        permitting Seller to market or provide products or services of the Business
        to
        such customers or prospective customers.

       

      (d)    Any
        unauthorized possession, communication or use of Confidential Information
        (defined below) would enable Seller (or any third party to whom the Seller
        might
        disseminate the Confidential Information) to compete unfairly with Company
        by
        using the Confidential Information to such person’s advantage.

       

      (e)    The
        agreements and covenants contained in this Agreement are essential to protect
        the interests of Company in connection with the transactions contemplated
        by the
        Stock Purchase Agreement.

       

      (f)    
Company
        and Charys would not have consummated the transactions contemplated by the
        Stock
        Purchase Agreement, and the Company would not have entered into the Employment
        Agreement, but for the agreements and covenants contained in this
        Agreement.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      For
        purposes of this Agreement, the trade secrets and confidential information
        referred to in Section 1.1(c) above, including those described in subsections
        1.1(c)(i) through (vi), shall be collectively referred to as the “Confidential
        Information”;
        provided, however, that “Confidential Information” shall not include information
        that (A) is available from sources, other than Seller or their respective
        affiliates, which sources Seller reasonably believes do not have a duty of
        confidentiality to Company with respect to such information, or (B) is or
        becomes publicly available other than as a result of any Seller’s breach of this
        Agreement.

       

      1.2    Noncompetition.
        For a
        period of three (3) years from the date of this Agreement or, if longer,
        for a
        period beginning on the date of this Agreement and ending two (2) years after
        the Employment Agreement’s Expiration Date (as defined in the Employment
        Agreement), (the “Restricted
        Period”),
        Seller shall not, on his own behalf or on behalf of others, directly or
        indirectly, own, manage, operate, control, invest in, or participate in the
        ownership, management, operations, or control of, lend any Seller’s name or any
        similar name to, any person, entity or business engaged in the Business in
        the
        Territory. Notwithstanding the foregoing, 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.

       

      1.3    Nondisclosure
        of Confidential Information.

       

      (a)    Seller
        acknowledges that (i) Company has a legitimate and continuing proprietary
        interest in the Confidential Information that Company has acquired for
        significant consideration; and (ii) in order to guard such interest of Company,
        it is necessary for Company to protect all Confidential Information. Seller
        agrees that his obligations under Section 1.3(b) of this Agreement shall
        be
        absolute and unconditional.

       

      (b)    Seller
        shall not, directly or indirectly, during the Restricted Period, use, exploit,
        publish or otherwise disclose in any manner any Confidential Information,
        and
        shall otherwise keep all Confidential Information confidential. Notwithstanding
        the foregoing, Seller shall be entitled to disclose Confidential Information
        as
        may be required by applicable law, including a subpoena or court or
        administrative order, provided that in any such case Seller shall use reasonable
        efforts to give advance written notice of any such disclosure to Company
        and
        Chayrs. In addition, Seller shall be entitled to use or disclose Confidential
        Information to the extent necessary to (i) prepare tax returns of Seller
        or (ii)
        to enforce its rights under the Stock Purchase Agreement and other documents
        executed in connection therewith.

       

      (c)    Seller
        acknowledges that all physical property of the Business in the direct or
        indirect possession of any Seller, including all documents, files, software,
        development work computer programs and databases, processes, techniques and
        procedures, and related documentation, compilations of information, records,
        specifications, equipment and similar items relating to the Business or any
        of
        the Customers, whether or not prepared by Seller and whether or not such
        property is Confidential Information, (i) is and shall remain the exclusive
        property of the Business and (ii) shall not be removed from the premises
        of the
        Business. For purposes of this Section 1.3 and Section 1.5 of this Agreement,
        “Customers”
shall
        mean any customer of the Company, and their respective affiliates, successors,
        and assigns, as of the date hereof and as of the Employment Agreement’s
        Expiration Date.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      1.4    Nonsolicitation
        of Employees.
        Seller
        shall not, directly or indirectly, solicit the employment of, employ, recruit,
        or retain as an independent contractor or otherwise, any current employee
        of
        Company, or in any way induce or cause any current or future employee of
        Company, or any independent contractor with whom Company does business, to
        terminate its relationship with Company, or otherwise interfere or attempt
        to
        interfere in any way with any such relationship in accordance with the terms
        of
        the Employment Agreement.

       

      1.5    Nonsolicitation
        of Customers.
        During
        the Restricted Period, Seller
        shall not, on its or his own behalf or on behalf of others, directly or
        indirectly, solicit any
        Customers for the purpose of engaging in the Business. 

       

      1.6    Non-Disparagement.
        Unless
        necessary to prosecute any claims against each other pursuant to this Agreement,
        the Stock Purchase Agreement or as required by law, including in response
        to a
        subpoena or court or administrative order, neither Company nor Seller shall,
        during the Restricted Period or anytime thereafter, disparage the other or
        any
        of its officers, directors, employees or direct or indirect equity owners
        (or
        their respective officers, directors or employees) in any way, including
        by
        making statements that would call into question the professional competence,
        billing or distribution practices, business competence or reputation of any
        of
        them.

       

      2.    
RIGHTS
        AND REMEDIES UPON BREACH.
        

       

      Seller
        acknowledges that (a) the provisions of this Agreement are fundamental and
        essential for the protection of Company’s legitimate business and proprietary
        interests; (b) such provisions are reasonable and appropriate in all respects;
        and (c) any breach of this Agreement will result in irreparable damage to
        Company for which an adequate monetary remedy does not exist and a remedy
        at law
        may prove to be inadequate. Accordingly, in the event of any actual or
        threatened breach by Seller of any provision of Sections 1.2, 1.3, 1.4, 1.5,
        or
        1.6, Company shall, in addition to any other remedies permitted by law, be
        entitled to seek, and Seller consents to, equitable remedies including specific
        performance, injunctive relief, a temporary restraining order, and temporary
        or
        permanent injunctions, in any court of competent jurisdiction, to prevent
        or
        otherwise restrain a breach of such provision, without the necessity of proving
        harm or damages or the posting of any bond or other security, and to recover
        any
        and all costs and expenses, including reasonable attorneys’ fees, incurred in
        enforcing this Agreement against Seller. Such relief shall be in addition
        to,
        and not in substitution of, any other remedies available to Company. The
        existence of any claim or cause of action of Seller against Company shall
        not
        constitute a defense to the enforcement by Company of the covenants contained
        in
        Sections 1.2, 1.3, 1.4, 1.5 or 1.6. Seller shall not defend any such claim
        or
        cause of action on the basis that there is an adequate remedy at law. The
        Restricted Period shall be extended by any period during which Seller is
        in
        breach of this Agreement as finally determined by a court of competent
        jurisdiction.

       

      3.    
SEVERABILITY;
        BLUE PENCILING.
        

       

      The
        necessity of each of the restrictions set forth above and the nature and
        scope
        of each such restriction has been carefully considered, bargained for and
        agreed
        to by Company, Charys and Seller (each a “Party”,
        and,
        collectively, the “Parties”).
        The
        Parties hereby agree and acknowledge that the duration, scope and geographic
        area applicable to each of the restrictions set forth in this Agreement are
        fair, reasonable and necessary. The consideration provided for in the Stock
        Purchase Agreement, Employment Agreement, and recited in this Agreement is
        sufficient and adequate to compensate Seller for agreeing to each of the
        restrictions contained in this Agreement. However, in the event that any
        portion
        of this Agreement shall be determined by any court of competent jurisdiction
        to
        be unenforceable, including by reason of its being extended over too great
        a
        period of time or too large a geographic area or over too great a range of
        activities, it shall be interpreted to extend only over the maximum period
        of
        time, geographic area or range of activities as to which it may be enforceable.
        Each provision and part of a provision of this Agreement shall be deemed
        a
        separate and severable covenant. It is the desire and intent of the Parties
        that
        the provisions of this Agreement shall be enforced to the fullest extent
        permissible under the laws and public policies applied in each jurisdiction
        in
        which such enforcement is sought. Accordingly, a court of competent jurisdiction
        is directed to modify any provision to the extent necessary to render such
        provision enforceable, and if such cannot be lawfully done, to sever any
        such
        portion of a provision, but only such portion of a provision as necessary
        to
        cause the remaining provisions or portions of such provision to be
        enforceable.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      4.    
MISCELLANEOUS.
        

       

      4.1    Representations
        of Seller.
        Seller
        represents and warrants that Seller has read and understands this Agreement
        and
        has consulted with legal counsel who has explained all of its terms and
        provisions and that the agreed upon consideration for the undertakings made
        by
        Seller in this Agreement is adequate. Seller acknowledges and agrees that
        the
        restrictions on competitive activities and the other undertakings made by
        Seller
        in this Agreement will adversely affect such Seller’s ability to obtain future
        business and to engage in other pursuits and that Seller nonetheless intends
        to
        be bound by all of the restrictions, undertakings and other obligations required
        in this Agreement.

       

      4.2    Amendments
        and Waiver.
        No
        amendment, waiver or consent with respect to any provision of this Agreement
        shall in any event be effective unless it is in writing and signed by the
        Parties, and then such amendment, waiver or consent shall be effective only
        in
        the specific instance and for the specific purpose for which given. Any Party’s
        lack of enforcement of any provision of this Agreement shall not be construed
        as
        a waiver, and the nonbreaching Party may elect to enforce any such provision
        at
        any time in the event of a past, repeated or continuing breach. The rights
        and
        remedies in this Agreement are the exclusive rights and remedies that the
        Parties may have upon a breach of this Agreement.

       

      4.3    Notices.
        All
        notices or other communications required or permitted under this Agreement
        shall
        be in writing and will be deemed to have been duly given when (a) delivered
        by hand, (b) sent by facsimile, provided that a copy is mailed by
        registered mail, return receipt requested, or (c) when received by the
        addressee, if sent by a nationally recognized overnight courier service (receipt
        requested), in each case to the appropriate addresses and fax numbers set
        forth
        below (or to such other addresses and fax numbers as a party may designate
        by
        notice to the other parties):

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	
                Seller:

              	 	 	
                Company:

              	 
	
                 

              	 	 	 	 
	
                 

              	 	
                [

              	
                 

              	]
	
                 

              	 	 	 	 
	 
	 
	 	 	 
	
                 

              
	 	 	 	 
	 
	
                With
                  a copy to:

              	 	 	
                Attn:
                  Chairman of the Board

              	 
	 	 	 	 	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	 	 
	
                 

              	 	 	 	 
	
                Fax
                  No.:

              	
                (___)
                  ___-____

              	 	 	
                With
                  copies to:

              	 
	
                Attention:
                  

              	
                 

              	 	 	 	 
	 	 	 	 	
                Charys
                  Holding Company, Inc. 

              	 
	 	 	 	 	
                1117
                  Perimeter Center West, Suite N415

              	 
	 	 	 	 	
                Atlanta,
                  Georgia 30338

              	 
	 	 	 	 	
                Attention :
                  Billy V. Ray, Jr.,

              	 
	 	 	 	 	
                Chief
                  Executive Officer

              	 
	 	 	 	 	 	 
	 	 	 	 	
                and

              	 
	 	 	 	 	 	 
	 	 	 	 	
                Paul,
                  Hastings, Janofsky & Walker, LLP

              	 
	 	 	 	 	
                600
                  Peachtree Street N.E., Suite 2400

              	 
	 	 	 	 	
                Atlanta,
                  Georgia 30308-2222

              	 
	 	 	 	 	
                Fax
                  No: (404) 815-2424

              	 
	 	 	 	 	
                Attention:
                  Wayne Bradley

              	 


      

       

      Either
        Party may change its address for receiving notice by giving written notice
        to
        the other Party in the manner provided in this Section 4.3.

       

      4.4   Governing
        Law.
        This
        Agreement shall be governed by, and construed, enforced and interpreted in
        accordance with, the substantive laws (without regard to its conflicts of
        laws
        provisions) of the State of Texas. 

       

      4.5   Successors
        and Assigns.
        This
        Agreement, and the rights and obligations of the Parties, shall inure to
        the
        benefit of and be binding on the Parties and their respective successors
        and
        assigns. Seller not may assign any rights, benefits, duties or obligations
        under
        this Agreement. 

       

      4.6   Entire
        Agreement.
        This
        Agreement, the Stock Purchase Agreement and the documents referred to therein,
        and the Employment Agreement express the entire agreement and understanding
        between the Parties with respect to the subject matter hereof, and all promises,
        representations, understandings, arrangements and prior agreements are merged
        herein and therein and superseded hereby and thereby.

       

      4.7   Rules
        of Construction.
        The
        term “including” shall mean “including without limitation.” The term “person”
shall be broadly construed to mean any individual, trust, partnership,
        corporation, limited liability company, organization, joint venture or any
        other
        entity or body of any nature. The Article, Section and other headings contained
        herein are for reference purposes only and shall not affect in any way the
        meaning or interpretation of this Agreement.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      4.8    Expenses.
        Each
        Party shall pay its own costs and expenses in connection with the transactions
        contemplated by this Agreement.

       

      4.9    Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall for
        all
        purposes be deemed to be an original and all of which, when taken together,
        shall constitute one and the same instrument.

       

      [Signature
        page follows]

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

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

       

      
        
          	Company:	 	 	 	
                  Seller:

                	 
	
                  [

                	 
	
                   
                    

                	]	 	 	 
	 	 	 	 	 	 	 
	By:   
                   	  
	 	 	
                   

                	 
	Name: 
                  	
                   
                    

                	 	 	[NAME]	 
	Title:   
                  	
                  Chairman
                    of the Board

                	 	 	 	 


        

         

        Signature
          Page to Non-Competition Agreement

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      H

    


    Form
      of Employment Agreements

    

      EMPLOYMENT
        AGREEMENT

       

      I,__________,
        agree
        to the terms and conditions of employment with [_________]
        a
        [_________]
        (“Company”),1
        set
        forth in this Employment Agreement (“Agreement”).
        All
        capitalized terms not otherwise defined herein shall have the meaning given
        to
        them in the Stock and Limited Partnership Interest Purchase Agreement, dated
        as
        of _______, 2006, among Charys Holding Company, Inc. (“Charys”),
        Cotton Holdings 1, Inc., Cotton Commercial USA, LP, Cotton Restoration of
        Central Texas, LP, and the individual signatories thereto (the “Stock
        Purchase Agreement”).

       

      1.    Term
        of Employment.
        My
        employment under this Agreement shall commence on _______, 2006 (“Effective
        Date”)
        and
        end on the date (“Expiration
        Date”)
        that
        is the earlier to occur of (i) the fifth anniversary (“5th
        Anniversary”)of
        the
        Effective Date or (ii) if my employment is terminated under Section 5 of
        this
        Agreement, the date of such termination. If I have remained continuously
        employed with the Company from the Effective Date until the 5th Anniversary,
        the
        Company shall have the option of extending my employment for an additional
        one-year term, provided, however, that prior to such extension the Company
        must
        provide me notice (“Extension
        Notice”)
        of
        their election to extend my employment for such additional 1 year term and
        such
        notice must be received by me at least 90 days prior to the 5th Anniversary.
        If
        the Company continues to employ me beyond the Expiration Date without entering
        into a written agreement extending the term of this Agreement, except as
        provided in a new written employment agreement between the Company and me,
        all
        obligations and rights under this Agreement and the Non-Competition Agreement
        (being made between the Company and me contemporaneously with the execution
        of
        this Agreement) shall prospectively lapse as of the Expiration Date, except
        for
        the Company’s ongoing indemnification obligation under Section 4(f), my
        confidentiality and other obligations under Section 6, and our mutual
        arbitration obligations under Section 8, and I thereafter shall be an at-will
        employee of the Company. 

       

      2.    Nature
        of Duties.
        I shall
        be the Company’s [________].
        As
        such, I shall work exclusively for the Company and shall have all of the
        customary powers and duties associated with that position. I agree that the
        Company may alter my duties from time to time. I shall devote my full business
        time and effort to the performance of my duties for the Company, which I
        shall
        perform faithfully and to the best of my ability. I shall be subject to the
        Company’s policies, procedures and approval practices, as generally in effect
        from time to time. Notwithstanding the foregoing or any other provision of
        this
        Agreement, it shall not be a breach or violation of this Agreement for me
        to (i)
        serve on corporate (subject to approval of the Board), civic or charitable
        boards or committees, (ii) deliver lectures, fulfill speaking engagements
        or
        teach at educational institutions, or (iii) manage personal investments,
        so long
        as such activities do not significantly interfere with or significantly detract
        from the performance of my responsibilities to the Company in accordance
        with
        this agreement.

       

      3.    Place
        of Performance.
        I shall
        be based at [_________],
        except
        for required travel on the Company’s business.

       

        
          

        

      

      1
        Will
        likely be either Cotton Holdings or the Disaster Remediation Holding
        Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      4.    Compensation
        and Related Matters.

       

      (a)    Base
        Salary.
        [___________]

       

      (b)    Bonus.
        As
        determined by the board of directors of the Company.

       

      (c)    Automobile
        Allowance.
        The
        Company shall provide an automobile, or shall provide to me an automobile
        allowance equal to [___________]
        per
        month.

       

      (d)    Standard
        Benefits.
        During
        my employment, I shall be entitled to continue to participate in all employee
        benefit plans and programs, including paid vacations, that are provided by
        the
        Company as of _______, 2006 in accordance with the terms of those plans and
        programs and applicable law. In addition, I shall be entitled to receive
        an
        assigned vehicle from the Company’s fleet or a car allowance commensurate with
        my position. The Company shall pay for the cost of health insurance covering
        myself, my spouse and my dependents and such “paid for” insurance shall include
        all additional insurance such as dental, eye care and disability as may be
        offered to other employees of the Company under the insurance plan or plans
        maintained from time to time by the Company. 

       

      (e)    401(k).
        During
        my employment, I shall be entitled to continue to participate in the Company’s
        401(k) plan, in accordance with the terms of that plan and applicable
        law.

       

      (f)    Indemnification.
        The
        Company shall extend to me the same indemnification arrangements as are
        generally provided to other similarly situated Company executives, including
        after termination of my employment. If I am named as an officer and director
        of
        the Company or its parent, subsidiary(ies), or affiliate, the Company shall
        purchase and a policy of liability insurance, naming me as an insured, that
        covers any potential liability that I may have in my capacity as an officer
        and/or director, save and except for any intentional acts or those acts or
        omissions constituting gross negligence on my part. 

       

      (g)    Expenses.
        I shall
        be entitled to receive prompt reimbursement for all reasonable and customary
        travel and business expenses I incur in connection with my employment, but
        I
        must incur and account for those expenses in accordance with the policies
        and
        procedures established by the Company.

       

      (h)    Sarbanes-Oxley
        Act Loan Prohibition.
        To the
        extent that any Company benefit, program, practice, arrangement, or this
        Agreement would or might otherwise result in my receipt of an illegal loan
        (“Loan”),
        the
        Company shall use reasonable efforts to provide me with a substitute for
        the
        Loan that is lawful and of at least equal value to me. If this cannot be
        done,
        or if doing so would be significantly more expensive to the Company than
        making
        the Loan, the Company need not make the Loan to me or provide me substitute
        for
        it.

       

      5.    Termination.

       

      (a)    Rights
        and Duties.
        If my
        employment is terminated, I shall be entitled to the amounts or benefits
        shown
        on the applicable row of the following table, subject to the balance of this
        Section 5. The Company and I shall have no further obligations to each other,
        except the Company’s ongoing indemnification obligation under Section 4(f), my
        confidentiality and other obligations under Section 6, and our mutual
        arbitration obligations under Section 8, or as set forth in any written
        agreement I subsequently enter into with the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	
                  DISCHARGE
                    FOR CAUSE

                   

                	
                  Payment
                    or provision when due of (1) any unpaid base salary, expense
                    reimbursements, and vacation days accrued prior to termination
                    of
                    employment, and (2) other unpaid vested amounts or benefits under
                    Company
                    compensation, incentive, and benefit plans.

                   

                
	
                  DISABILITY

                   

                	
                  Same
                    as for “Discharge for Cause” EXCEPT that I also shall be potentially
                    eligible for disability benefits under any Company-provided disability
                    plan in which I then participate. 

                   

                
	
                  DISCHARGE
                    OTHER THAN FOR CAUSE OR DISABILITY

                   

                	
                  Same
                    as for “Discharge for Cause” EXCEPT that, in exchange for my execution of
                    a release in accordance with this section, my base salary, but
                    not my
                    employment, shall continue through the date that is the later
                    to occur of
                    (i) the 5th Anniversary, (ii) the Agreement’s Expiration Date or (iii) 1
                    year past the date of my discharge.

                   

                
	
                  RESIGNATION

                   

                	
                  Same
                    as for “Discharge for Cause.”

                   

                
	
                  DEATH

                   

                	
                  Same
                    as for “Discharge for Cause” EXCEPT that the Company shall pay to my
                    spouse or the personal representative of my estate a payment
                    of three
                    times my then annual salary within 30 days of my death, which
                    payment may
                    be insured by one or more Company owned insurance policies on
                    my
                    life.

                   

                
	
                  EXPIRATION
                    OF AGREEMENT

                   

                	
                  Same
                    as for “Discharge for Cause.”

                   

                


        

      

       

      (b)    Discharge
        for Cause.
        The
        Company may terminate my employment at any time if it reasonably believes
        in
        good faith that it has Cause to terminate me. “Cause”
shall
        mean: 

       

      (i)    my
        refusal to follow the Company’s lawful directions or my material failure to
        perform my duties (other than by reason of physical or mental illness, injury,
        or condition), in either case, after I have been given notice of my default
        and
        a reasonable opportunity to cure my default;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)   my
        material failure to comply with Company policies;

       

      (iii)         
        my
        engaging in conduct that is or may be unlawful or disreputable, to the possible
        detriment of the Company and its subsidiaries and affiliates, and their
        predecessors and successors (“Group”),
        or my
        own reputation; or

       

      (iv)         
        my
        engaging in activities on behalf of an enterprise which competes or plans
        to
        compete with the Company or any of its subsidiaries or affiliates.

       

      (c)    Termination
        for Disability or Death.
        Except
        as prohibited by applicable law, the Company may terminate my employment
        on
        account of my Disability, or may transfer me to inactive employment status,
        which shall have the same effect under this Agreement as a termination for
        Disability. “Disability”
means
        a
        physical or mental illness, injury, or condition that prevents me from
        performing my duties, as determined under Company policies relating to
        disability applicable to me and other similarly situated employees.

       

      (d)    Discharge
        Other Than for Cause or Disability.
        The
        Company may terminate my employment at any time for any reason; provided,
        however, that if my employment is terminated for any reason other than for
        Cause
        under Section 5(b), the Company shall provide me with 90 days advance written
        notice of such intention to terminate my employment. If I am terminated by
        the
        Company other than for Cause under Section 5(b) or for Disability under Section
        5(c), I will only receive the special benefits provided for a non-Cause
        discharge under Section 5(a) if I sign a general release form furnished to
        me by
        the Company (which may include any provision customary in formal settlement
        agreements and general releases, including such things as my release of the
        Company and all conceivably related persons or entities (“affiliates”) from all
        known and unknown claims, my covenant never in the future to pursue any released
        claim, my promise never to seek employment with the Company or any affiliate
        in
        the future, my promise not to solicit current or former customers, employees,
        suppliers or, to the fullest extent lawful, engage in business activities
        that
        compete with the Company or any affiliate, or disclose or use any of their
        proprietary or trade secret information) within 60 days after my employment
        ends
        (or within 60 days after an arbitrator determines that I am entitled to such
        payments if I sign the general release) and I do not thereafter properly
        revoke
        the release. 

       

      (e)    Resignation.
        I
        promise not to resign my employment before the Expiration Date without giving
        the Company at least 30 days advance written notice. If I resign, the Company
        may accept my resignation effective on the date set forth in my notice or
        any
        earlier date. If I resign, I shall nevertheless remain employed under this
        Agreement except to the extent the Company elects to cancel it.

       

      (f)    Death.
        If I
        die while employed under this Agreement, the payments required by Section
        5(a)
        in the event of my death shall be made, including but not limited to the
        payment
        by the Company to my spouse or the personal representative of my estate of
        three
        times my then annual salary within 30 days of my death, which payment may
        be
        insured by one or more Company owned insurance policies on my life.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (g)    Transfers
        to Group Member.
        My
        transfer to another member of the Group shall not be deemed a termination
        of my
        employment under this Agreement if it assumes this Agreement.

       

      (h)    Disputes
        Under This Section.
        All
        disputes relating to this Agreement, including disputes relating to this
        section, shall be resolved by final and binding arbitration under Section
        8. For
        example, if the Company and I disagree as to whether the Company had Cause
        to
        terminate my employment, we will resolve the dispute through arbitration;
        the
        arbitrator will decide whether the Company had Cause to terminate me.


       

      (i)    Amounts
        Owed to the Company.
        Any
        amounts payable to me under this section shall first be applied to repay
        any
        amounts I owe the Company. 

       

      6.    Confidentiality.
        I
        acknowledge that as an integral part of the Company’s business, the Company has
        developed, and will develop, at a considerable investment of time and expense,
        marketing and business plans and strategies, procedures, methods of operation
        and marketing, financial data, lists of actual and potential customers and
        suppliers, and independent sales representatives and related data, technical
        procedures, engineering and product specifications, plans for development
        and
        expansion, and other confidential and sensitive information, and I acknowledge
        that the Company has a legitimate business interest in protecting the
        confidentiality of such information. I acknowledge that I will be entrusted
        with
        such information as well as confidential information belonging to customers,
        suppliers, and other third parties.

       

      (a)    “Trade
        Secrets” are
        defined as information, regardless of form, belonging to the Company, licensed
        by it, or disclosed to it on a confidential basis by its customers, suppliers,
        or other third parties, including, but not limited to, technical or nontechnical
        data, formulae, patterns, compilations, programs, devices, methods, techniques,
        drawings, processes, financial data, product plans, or lists of actual or
        potential customers or suppliers which are not commonly known by or available
        to
        the public and which information: (i) derives economic value, actual or
        potential, from not being generally known to, and not being readily
        ascertainable by proper means by, other persons who can obtain economic value
        from its disclosure or use; and (ii) is the subject of efforts that are
        reasonable under the circumstances to maintain its secrecy. 

       

      (b)    “Confidential
        Information”
        is
        defined as information, regardless of form, belonging to the Company, licensed
        by it, or disclosed to it on a confidential basis by its customers, suppliers,
        or other third parties, other than Trade Secrets, which is material and valuable
        to the Company and not generally known by the public.

       

      (c)    Promise
        Not to Disclose.
        I
        promise never to use or disclose any Trade Secret before it has become generally
        known within the relevant industry through no fault of my own. I agree that
        this
        promise shall never expire. I further promise that, while this Agreement
        is in
        effect and for 24 months after the Expiration Date, I will not, without the
        prior written approval of the Company, disclose any Confidential Information
        before it has become generally known within the relevant industry through
        no
        fault of my own. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d)    Promise
        Not to Solicit.
        To
        prevent me from inevitably breaking this promise, I further agree that, while
        this Agreement is in effect and for 24 months after the Expiration Date:
        (1) as
        to any customer or supplier of the Group with whom I had dealings or about
        whom
        I acquired proprietary information during my employment, I will not solicit
        or
        attempt to solicit (or assist others to solicit) the customer or supplier
        to do
        business with any person or entity other than the Group; and (2) I will not
        solicit or attempt to solicit (or assist others to solicit) for employment
        any
        person who is, at the Expiration Date or within the preceding 12 months was,
        an
        officer, manager, employee, or consultant of the Group.

       

      (e)    Promise
        Not to Engage in Certain Employment.
        I agree
        that, while this Agreement is in effect and for 24 months after the Expiration
        Date, I will not accept any employment or engage in any activity, without
        the
        written consent of the Board if the loyal and complete fulfillment of my
        duties
        would inevitably require me to reveal or utilize Trade Secrets or Confidential
        Information, as reasonably determined by the Board.

       

      (f)    Return
        of Information.
        When my
        employment with the Company ends, I will promptly deliver to the Company,
        or, at
        its written instruction, destroy, all documents, data, drawings, manuals,
        letters, notes, reports, electronic mail, recordings, and copies thereof,
        of or
        pertaining to it or any other Group member in my possession or control. In
        addition, during my employment with the Company or the Group and thereafter,
        I
        agree to meet with Company personnel and, based on knowledge or insights
        I
        gained during my employment with the Company and the Group, answer any question
        they may have related to the Company or the Group.

       

      (g)    Promise
        to Discuss Proposed Actions in Advance.
        To
        prevent the inevitable use or disclosure of Trade Secrets or Confidential
        Information, I promise that, before I disclose or use Trade Secrets or
        Confidential Information or any other activity that is likely to cause me
        to
        violate the promises I have just made, I will discuss my proposed actions
        with
        an attorney for the Company, who will advise me in writing whether my proposed
        actions would violate these promises. 

       

      (h)    Intellectual
        Property.
        Intellectual property (including such things as all ideas, concepts, inventions,
        plans, developments, software, data, configurations, materials (whether written
        or machine-readable), designs, drawings, illustrations, and photographs,
        that
        may be protectable, in whole or in part, under any patent, copyright, trademark,
        trade secret, or other intellectual property law), developed, created,
        conceived, made, or reduced to practice during my Company employment (except
        intellectual property that has no relation to the Group or any Group customer
        that I developed, purely on my own time and at my own expense), shall be
        the
        sole and exclusive property of the Company, and I hereby assign all my rights,
        title, and interest in any such intellectual property to the
        Company.

       

      (i)    Execution
        of Innovation Agreement.
        I agree
        to the terms of the Company’s Assignment of Inventions agreement, which is
        attached to this Agreement as Schedule
        1,
        and I
        promise to execute it contemporaneously with this Agreement. 

       

      (j)    Enforcement
        of This Section.
        This
        section shall survive the termination of this Agreement for any reason. I
        acknowledge that (a) my services are of a special, unique, and extraordinary
        character and it would be very difficult or impossible to replace them, (b)
        this
        section’s terms are reasonable and necessary to protect the Company’s legitimate
        interests, (c) this section’s restrictions will not prevent me from earning or
        seeking a livelihood, (d) this section’s restrictions shall apply wherever
        permitted by law, and (e) my violation of any of this section’s terms would
        irreparably harm the Company. Accordingly, I agree that, if I violate any
        of the
        provisions of this section, the Company or any Group member shall be entitled
        to, in addition to other remedies available to it, an injunction to be issued
        by
        any court of competent jurisdiction restraining me from committing or continuing
        any such violation, without the need to prove the inadequacy of money damages
        or
        post any bond or for any other undertaking.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.    Notice.

       

      (a)    To
        the Company.
        I will
        send all communications to the Company in writing, addressed as follows (or
        in
        any other manner the Company notifies me to use):

       

      
        	 	
                If
                  Mailed:

              	
                [______________________________________]

              


      

      
        	 	 	 _________________________________


      

      
        	 	 	 _________________________________


        	 	 	Attention: Chairman of the
                Board


      

       

      


      With
        a
        copy to: 

      
        	 	 	
                Charys
                  Holding Company, Inc.

              


      

      
        	 	 	
                1117
                  Perimeter Center West, Suite N 415

              


      

      
        	 	 	
                Atlanta,
                  Georgia 30338

              


      

      
        	 	 	
                Attention:
                  Billy V. Ray, Jr., Chief Executive
                  Officer

              


      

      


       

      (b) To
        Me.
        All
        communications from the Company to me relating to this Agreement must be
        sent to
        me in writing as follows (or in any other manner that I notify the Company)
        at
        my Company office or in any other manner I notify the Company to
        use.

       

      
        	
                If
                  mailed:

              	  
	 
	 	  
	 
	 	  
	 
	 	  
	 
	
                With
                  a copy to:

              	   
	 
	 	  
	 
	 	  
	 
	 	  
	 


      

      


      (c)    Time
        Notice Deemed Given.
        Notice
        shall be deemed to have been given when delivered or, if earlier (1) when
        mailed
        by United States certified or registered mail, return receipt requested,
        postage
        prepaid, or (2) faxed with confirmation of delivery, in either case, addressed
        as required in this section.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.    Arbitration
        of Disputes.
        All
        disputes between the Company and me are to be resolved by final and binding
        arbitration in accordance with the separate Arbitration Agreement attached
        as
Schedule
        2
        to this
        Agreement. This section shall remain in effect after the termination of this
        Agreement.

       

      9.    Golden
        Parachute Limitation.
        I agree
        that my payments and benefits under this Agreement and all other contracts,
        arrangements, or programs shall not, in the aggregate, exceed the maximum
        amount
        that may be paid to me without triggering golden parachute penalties under
        Section 280G and related provisions of the Internal Revenue Code, as determined
        in good faith by the Company’s independent auditors. If any benefits must be cut
        back to avoid triggering such penalties, my benefits shall be cut back in
        the
        priority order designated by the Company. If an amount in excess of the limit
        set forth in this section is paid to me, I will repay the excess amount to
        the
        Company upon demand, with interest at the rate provided for in Internal Revenue
        Code Section 1274(b)(2)(B). The Company and I agree to cooperate with each
        other
        in connection with any administrative or judicial proceedings concerning
        the
        existence or amount of golden parachute penalties with respect to payments
        or
        benefits I receive.

       

      10.         
        Amendment.
        No
        provisions of this Agreement may be modified, waived, or discharged except
        by a
        written document signed by a duly authorized Company officer and me. Thus,
        for
        example, promotions, commendations, and/or bonuses shall not, by themselves,
        modify, amend, or extend this Agreement. A waiver of any conditions or
        provisions of this Agreement in a given instance shall not be deemed a waiver
        of
        such conditions or provisions at any other time. 

       

      11.   Interpretation;
        Exclusive Forum.
        The
        validity, interpretation, construction, and performance of this Agreement
        shall
        be governed by the laws of the State of Texas (excluding any that mandate
        the
        use of another jurisdiction’s laws). Any litigation, arbitration, or similar
        proceeding with respect to such matters only may be brought within that state,
        and all parties to this Agreement consent to that state’s jurisdiction and agree
        that venue anywhere in that state would be proper.

       

      12.   Successors.
        This
        Agreement shall be binding upon, and shall inure to the benefit of, me and
        my
        estate, but I may not assign or pledge this Agreement or any rights arising
        under it, except to the extent permitted under the terms of the benefit plans
        in
        which I participate. Without my consent, the Company may assign this Agreement
        to any affiliate or successor that agrees in writing to be bound by this
        Agreement, after which any reference to the “Company” in this Agreement shall be
        deemed to be a reference to the affiliate or successor, and the Company
        thereafter shall have no further primary, secondary or other responsibilities
        or
        liabilities under this Agreement of any kind.

       

      13.   Taxes.
        The
        Company shall withhold taxes from payments it makes pursuant to this Agreement
        as it determines to be required by applicable law.

       

      14.   Validity.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect. In the event that a court of
        competent jurisdiction determines that any provision of this Agreement is
        invalid or more restrictive than permitted under the governing law of such
        jurisdiction, then only as to enforcement of this Agreement within the
        jurisdiction of such court, such provision shall be interpreted and enforced
        as
        if it provided for the maximum restriction permitted under such governing
        law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      15.   Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall for
        all
        purposes be deemed to be an original and all of which, when taken together,
        shall constitute one and the same instrument. 

       

      16.   Entire
        Agreement.
        All
        oral or written agreements or representations, express or implied, with respect
        to the subject matter of this Agreement are set forth in this Agreement.
        However, this Agreement does not override other written agreements I have
        executed relating to specific aspects of my employment, such as conflicts
        of
        interest.

       

      17.   Former
        Employers.
        I am
        not subject to any employment, confidentiality, or other agreement or
        restriction that would prevent me from fully satisfying my duties under this
        Agreement or that would be violated if I did so. Without the Company’s prior
        written approval, I promise I will not:

       

      (a)    disclose
        proprietary information belonging to a former employer or other entity without
        its written permission (except for information of the Cotton Group Companies
        disclosed to the Company);

       

      (b)    contact
        any former employer’s customers or employees to solicit their business or
        employment on behalf of the Group; or

       

      (c)    distribute
        announcements about or otherwise publicize my employment with the
        Group.

       

      I
        will
        indemnify and hold the Company harmless from any liabilities, including defense
        costs, it may incur because of my breach of any of these promises or if I
        improperly reveal or use such proprietary information, or if a former employer
        challenges my entering into this Agreement or rendering services pursuant
        to
        it.

       

      18.    Department
        of Homeland Security Verification Requirement.
        If I
        have not already done so, I agree to timely file all documents required by
        the
        Department of Homeland Security to verify my identity and my lawful employment
        in the United States. Notwithstanding any other provision of this Agreement,
        if
        I fail to meet any such requirements promptly after receiving a written request
        from the Company to do so, I agree that my employment shall terminate
        immediately and that I shall not be entitled to any compensation from the
        Company of any type.

       

      [Signature
        Page Follows]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                  I
                    ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
                    COMPANY AND
                    ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED
                    IN IT
                    AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT
                    IN
                    RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER
                    THAN
                    THOSE CONTAINED IN THIS AGREEMENT ITSELF.

                   

                  I
                    UNDERSTAND THAT PAUL, HASTINGS, JANOFSKY & WALKER LLP (PHJ&W)
                    REPRESENTED THE COMPANY, NOT ME, IN NEGOTIATING THIS CONTRACT;
                    I WAS
                    REPRESENTED BY SEPARATE COUNSEL. TO THE EXTENT PHJ&W HAS REPRESENTED
                    ME, IS REPRESENTING ME, OR REPRESENTS ME IN THE FUTURE, I IRREVOCABLY
                    WAIVE ANY CONFLICT OF INTEREST OBJECTIONS I MAY HAVE TO ITS REPRESENTATION
                    OF THE COMPANY AS TO ANY MATTERS RELATING TO MY EMPLOYMENT BY
                    THE COMPANY,
                    INCLUDING THE NEGOTIATION OF THIS CONTRACT.

                   

                  I
                    FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT,
                    THAT I
                    UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY
                    TO
                    DISCUSS THIS AGREEMENT, TOGETHER WITH ALL ATTACHED SCHEDULES
                    AND EXHIBITS,
                    WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT
                    OPPORTUNITY
                    TO THE EXTENT I WISHED TO DO SO. I UNDERSTAND THAT BY SIGNING
                    THIS
                    AGREEMENT I AM GIVING UP MY RIGHT TO A JURY
                    TRIAL.

                


        

         

      

      
        	
                Date:
                  

              	  
	 	
                [

              	
                 
                  

              	]
	 	 	 	 	 	 
	 	 	 	
                By:
                  

              	  
	 
	 	 	 	
                Name:
                  

              	  
	 
	
                Date:
                  

              	  
	
                 

              	
                Title:
                  Chairman of the Board

              	 
	 	 	 	
                [

              	
                 
                  

              	]
	 	 	 	 	 	 
	 	 	 	 	 	 


      

      


       

      


       

      Signature
        Page to [______________]
        Employment Agreement


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1

       

      ASSIGNMENT
        OF INVENTIONS

       

      1.    I
        will
        promptly disclose in writing to the Company all Inventions. For purposes
        of this
        Agreement, “Invention”
shall
        mean any discovery, whether or not patentable, as well as improvements thereto,
        which is conceived or first practiced by me, alone or in a joint effort with
        others, whether prior to or following execution of this Agreement, which:
        (i) may be reasonably expected to be used in a product of the Company;
        (ii) results from work that I have been assigned as part of my duties as an
        employee of the Company; (iii) is in an area of technology which is the
        same as or substantially related to the areas of technology with which I
        am
        involved; (iv) is useful, or which the Company reasonably expects may be
        useful, in any manufacturing or product design process of the Company; or
        (v) utilizes any Confidential Information.

       

      2.    All
        Inventions developed while employed by the Company in the scope of such my
        employment and duties belong to and are the sole property of the Company
        and
        will be subject to this Agreement. I assign to the Company all right, title,
        and
        interest I may have or may acquire in and to all Inventions. I shall sign
        and
        deliver to the Company (during and after employment) any other documents
        that
        the Company considers reasonably necessary to provide evidence of (i) the
        assignment of all of my rights, if any, in any Inventions and (ii) the
        Company’s ownership of such Inventions.

       

      3.    I
        will
        assist the Company in applying for, prosecuting, obtaining, or enforcing
        any
        patent, copyright, or other right or protection relating to any Invention,
        all
        at the Company’s expense but without consideration to me in excess of my salary
        or wages. If the Company requires any assistance after termination of my
        employment, I will be compensated for time actually spent in providing that
        assistance at an hourly rate equivalent to my salary or wages during the
        last
        period of employment with the Company.

       

      4.    If
        the
        Company is unable to secure my signature on any document necessary to apply
        for,
        prosecute, obtain, or enforce any patent, copyright, or other right or
        protection relating to any Invention, whether due to my mental or physical
        incapacity or any other cause, I hereby irrevocably designate and appoint
        the
        Company and each of its duly authorized officers and agents as my agent and
        attorney-in-fact, to act for and in my behalf to execute and file any such
        document and to do all other lawfully permitted acts to further the prosecution,
        issuance, and enforcement of patents, copyrights, or other rights or
        protections, with the same force and effect as if executed and delivered
        by
        me.

       

      [signature
        page follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Employee:

              	 	
                 [

              	
                 
                  

              	
                ]

              	 
	 	 	 	 	 	 
	 
	 	 	 
	 	 
	
                Signature
                  of Employee

              	 	 	
                Signature
                  of Authorized Company Representative

              	 	 
	 	 	 	 	 	 
	 
	 	 	 
	 	 
	
                Print
                  Name of Employee

              	 	 	
                Title
                  of Representative

              	 	 
	 	 	 	 	 	 
	 
	 	 	 
	 	 
	
                Date

              	 	 	
                Date

              	 	 


      

       

      Signature
        Page to Assignment of Inventions Agreement


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        2

       

      MUTUAL
        AGREEMENT TO ARBITRATE CLAIMS

       

      I
        recognize that differences may arise between the Company and me during or
        following my employment with the Company, and that those differences may
        or may
        not be related to my employment. I understand and agree that by entering
        into
        this Mutual Agreement to Arbitrate Claims (“Agreement”),
        I
        anticipate gaining the benefits of a speedy, impartial, final and binding
        dispute-resolution procedure.

       

      Except
        as
        provided in this Agreement, the Federal Arbitration Act shall govern the
        interpretation, enforcement and all proceedings pursuant to this Agreement.
        To
        the extent that the Federal Arbitration Act is inapplicable, or held not
        to
        require arbitration of a particular claim or claims, state law pertaining
        to
        agreements to arbitrate shall apply.

       

      Claims
        Covered by the Agreement

       

      The
        Company and I mutually consent to the resolution by arbitration of all claims
        or
        controversies (“claims”), past, present or future, whether or not arising out of
        my employment (or its termination), that the Company may have against me
        or that
        I may have against any of the following (1) the Company, (2) its officers,
        directors, employees or agents in their capacity as such or otherwise, (3)
        the
        Company’s parent, subsidiary and affiliated entities, (4) the Company’s benefit
        plans or the plans' sponsors, fiduciaries, administrators, affiliates and
        agents, and/or (5) all successors and assigns of any of them.

       

      The
        only
        claims that are arbitrable are those that, in the absence of this Agreement,
        would have been justiciable under applicable state or federal law. The claims
        covered by this Agreement include, but are not limited to: claims for wages
        or
        other compensation due; claims for breach of any contract or covenant (express
        or implied); tort claims; claims for discrimination (including, but not limited
        to, race, sex, sexual orientation, religion, national origin, age, marital
        status, physical or mental disability or handicap, or medical condition);
        claims
        for benefits (except claims under an I benefit or pension plan that either
        (1)
        specifies that its claims procedure shall culminate in an arbitration procedure
        different from this one, or (2) is underwritten by a commercial insurer which
        decides claims); and claims for violation of any federal, state, or other
        governmental law, statute, regulation, or ordinance, except claims excluded
        in
        the section of this Agreement entitled “Claims Not Covered By The
        Agreement.”

       

      Except
        as
        otherwise provided in this Agreement, both the Company and I agree that neither
        of us shall initiate or prosecute any lawsuit or administrative action (other
        than an administrative charge of discrimination to the Equal Employment
        Opportunity Commission, California Department of Fair Employment and Housing
        or
        similar fair employment practices agency, or an administrative charge within
        the
        jurisdiction of the National Labor Relations Board), in any way related to
        any
        claim covered by this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Claims
        Not Covered by the Agreement

       

      Claims
        for workers’ compensation or unemployment compensation benefits are not covered
        by this Agreement.

       

      Also
        not
        covered are claims by the Company or by me for temporary restraining orders
        or
        preliminary injunctions (“temporary equitable relief”) in cases in which such
        temporary equitable relief would be otherwise authorized by law. Such resort
        to
        temporary equitable relief shall be pending and in aid of arbitration only,
        and
        in such cases the trial on the merits of the action will occur in front of,
        and
        will be decided by, the Arbitrator, who will have the same ability to order
        legal or equitable remedies as could a court of general
        jurisdiction.

       

      Time
        Limits for Commencing Arbitration and Required Notice of All
        Claims

       

      The
        Company and I agree that the aggrieved party must give written notice of
        any
        claim to the other party no later than the expiration of the statute of
        limitations (deadline for filing) that the law prescribes for the claim.
        Otherwise, the claim shall be void and deemed waived. I understand that the
        aggrieved party is encouraged to give written notice of any claim as soon
        as
        possible after the event or events in dispute so that arbitration of any
        differences may take place promptly.

       

      Written
        notice to the Company, or its officers, directors, employees or agents, shall
        be
        sent to the Company’s chief operating officer or chief legal officer or person
        with similar authority at the Company's then-current address. I will be given
        written notice at the last address recorded in my personnel file.

       

      The
        written notice shall identify and describe the nature of all claims asserted,
        the facts upon which such claims are based and the relief or remedy sought.
        The
        notice shall be sent to the other party by certified or registered mail,
        return
        receipt requested.

       

      Representation

       

      Any
        party
        may be represented by an attorney or other representative selected by the
        party.

       

      Discovery

       

      Each
        party shall have the right to take depositions of up to 10 fact witnesses
        and
        any expert witness designated by another party. Each party also shall have
        the
        right to make requests for production of documents to any party and to subpoena
        documents from third parties. Requests for additional discovery may be made
        to
        the Arbitrator selected pursuant to this Agreement. The Arbitrator may grant
        an
        order for such requested additional discovery if the Arbitrator finds that
        the
        party requires it to adequately arbitrate a claim, taking into account the
        parties’ mutual desire to have a fast, cost-effective dispute resolution
        mechanism.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Designation
        of Witnesses

       

      At
        least
        30 days before the arbitration, the parties must exchange lists of witnesses,
        including any experts, and copies of all exhibits intended to be used at
        the
        arbitration.

       

      Subpoenas

       

      Each
        party shall have the right to subpoena witnesses and documents for the
        arbitration as well as documents relevant to the case from third
        parties.

       

      Arbitration
        Procedures

       

      The
        arbitration will be held under the auspices of a sponsoring organization,
        either
        the American Arbitration Association (“AAA”)
        or
        Judicial Arbitration & Mediation Services, with the designation of the
        sponsoring organization to be made by the party who did not initiate the
        claim.

       

      The
        Company and I agree that, except as provided in this Agreement, the arbitration
        shall be in accordance with the sponsoring organization’s then-current
        employment arbitration rules/procedures. The Arbitrator shall be either a
        retired judge, or an attorney who is experienced in employment law and licensed
        to practice law in the state in which the arbitration is convened (the
“Arbitrator”).
        The
        arbitration shall take place in or near the city in which I am or was last
        employed by the Company.

       

      The
        Arbitrator shall be selected as follows. The sponsoring organization shall
        give
        each party a list of eleven (11) arbitrators drawn from its panel of employment
        dispute arbitrators. Each party shall have ten (10) calendar days from the
        postmark date on the list to strike all names on the list it deems unacceptable.
        If only one common name remains on the lists of all parties, that individual
        shall be designated as the Arbitrator. If more than one common name remains
        on
        the lists of all parties, the parties shall strike names alternately from
        the
        list of common names until only one remains. The party who did not initiate
        the
        claim shall strike first. If no common name exists on the lists of all parties,
        the sponsoring organization shall furnish an additional list of eleven (11)
        arbitrators from which the parties shall strike alternately, with the party
        initiating the claim striking first, until only one name remains. That person
        shall be designated as the Arbitrator.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      The
        Arbitrator shall apply the substantive law (and the law of remedies, if
        applicable) of the state in which the claim arose, or federal law, or both,
        as
        applicable to the claim(s) asserted. The Arbitrator is without jurisdiction
        to
        apply any different substantive law or law of remedies. The Federal Rules
        of
        Evidence shall apply. The Arbitrator shall have exclusive authority to resolve
        any dispute relating to the interpretation, applicability, enforceability
        or
        formation of this Agreement, including but not limited to any claim that
        all or
        any part of this Agreement is void or voidable. The arbitration shall be
        final
        and binding upon the parties, except as provided in this Agreement.

       

      The
        Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes
        and
        is authorized to hold pre-hearing conferences by telephone or in person,
        as the
        Arbitrator deems advisable. The Arbitrator shall have the authority to entertain
        a motion to dismiss and/or a motion for summary judgment by any party and
        shall
        apply the standards governing such motions under the Federal Rules of Civil
        Procedure.

       

      Either
        party, at its expense, may arrange for and pay the cost of a court reporter
        to
        provide a stenographic record of proceedings.

       

      Should
        any party refuse or neglect to appear for, or participate in, the arbitration
        hearing, the Arbitrator shall have the authority to decide the dispute based
        upon whatever evidence is presented.

       

      Either
        party, upon request at the close of hearing, shall be given leave to file
        a
        post-hearing brief. The time for filing such a brief shall be set by the
        Arbitrator.

       

      The
        Arbitrator shall render an award and written opinion in the form typically
        rendered in labor arbitrations no later than thirty (30) days from the date
        the
        arbitration hearing concludes or the post-hearing briefs (if requested) are
        received, whichever is later. The opinion shall include the factual and legal
        basis for the award.

       

      Either
        party shall have the right, within twenty (20) days of issuance of the
        Arbitrator’s opinion, to file with the Arbitrator a motion to reconsider
        (accompanied by a supporting brief), and the other party shall have twenty
        (20)
        days from the date of the motion to respond. The Arbitrator thereupon shall
        reconsider the issues raised by the motion and, promptly, either confirm
        or
        change the decision, which (except as provided by law) shall then be final
        and
        conclusive upon the parties.

       

      Arbitration
        Fees and Costs

       

      The
        Company will be responsible for paying any filing fee and the fees and costs
        of
        the Arbitrator; provided, however, that if I am the party initiating the
        claim,
        I will contribute an amount equal to the filing fee to initiate a claim in
        the
        court of general jurisdiction in the state in which I am (or was last) employed
        by the Company. Each party shall pay for its own costs and attorneys’ fees, if
        any. However, if any party prevails on a statutory claim which affords the
        prevailing party attorneys' fees and costs, or if there is a written agreement
        providing for attorneys’ fees and/or costs, the Arbitrator may award reasonable
        attorneys’ fees and/or costs to the prevailing party, applying the same
        standards a court would apply under the law applicable to the
        claim(s).

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      Judicial
        Review

       

      Either
        party may bring an action in any court of competent jurisdiction to compel
        arbitration under this Agreement and to enforce an arbitration
        award.

       

      Interstate
        Commerce

       

      I
        understand and agree that the Company is engaged in transactions involving
        interstate commerce.

       

      Requirements
        for Modification or Revocation

       

      This
        Agreement to arbitrate shall survive the termination of my employment and
        the
        expiration of any benefit plan. It can only be revoked or modified by a writing
        signed by both the Company’s Chief Executive Officer and me which specifically
        states an intent to revoke or modify this Agreement.

       

      Sole
        and Entire Agreement

       

      This
        is
        the complete agreement of the parties on the subject of arbitration of disputes
        (except for any arbitration agreement in connection with any pension or benefit
        plan). This Agreement supersedes any prior or contemporaneous oral or written
        understandings on the subject. No party is relying on any representations,
        oral
        or written, on the subject of the effect, enforceability or meaning of this
        Agreement, except as specifically set forth in this Agreement.

       

      Construction

       

      If
        any
        provision of this Agreement is adjudged to be void or otherwise unenforceable,
        in whole or in part, such adjudication shall not affect the validity of the
        remainder of the Agreement. All other provisions shall remain in full force
        and
        effect.

       

      Consideration

       

      The
        promises by the Company and by me to arbitrate differences, rather than litigate
        them before courts or other bodies, provide consideration for each
        other.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      Not
        an
        Employment Agreement

       

      This
        Agreement is not, and shall not be construed to create, any contract of
        employment, express or implied. Nor does this Agreement in any way alter
        the
“at-will” status of my employment.

       

      Voluntary
        Agreement

       

      I
        ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND
        ITS
        TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
        RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND
        THAT
        I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY
        PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN
        THIS
        AGREEMENT ITSELF.

       

      I
        UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY
        TRIAL.

       

      Employee
        initials:

      ______________

       

      I
        FURTHER
        ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT
        WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY
        TO THE
        EXTENT I WISH TO DO SO.

       

      


       

      
        	
                Employee:

              	 	
                 [

              	
                 

              	
                ]

              	 
	 	 	 	 	 	 
	  
	 	 	  
	 	 
	
                Signature
                  of Employee

              	 	 	
                Signature
                  of Authorized Company Representative

              	 	 
	 	 	 	 	 	 
	  
	 	 	  
	 	 
	
                Print
                  Name of Employee

              	 	 	
                Title
                  of Representative

              	 	 
	 	 	 	 	 	 
	  
	 	 	  
	 	 
	
                Date

              	 	 	
                Date

              	 	 


      

       

      Signature
        Page to Mutual Agreement to Arbitrate Claims

       

    

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.06(A)(1)

     

    INCENTIVE
      COMPENSATION1 

     

    On
      the
      date that is 30 days following the issuance of Purchaser’s Form 10K (the
“Incentive
      Bonus Date”)
      for
      the fiscal years 2008, 2009, and 2010 (each such year being a “Performance
      Year”),
      the
      board of directors of Purchaser (the “Board”)
      shall
      pay to the Sellers a bonus based on a comparison of the audited year-end
      consolidated financial statements of C&B / Cotton Holdings, Inc. and its
      subsidiaries including, without limitation, Crochet & Borel and the Cotton
      Group Companies (collectively referred to in this Schedule as the “C&B
      / Cotton Group Companies”)
      to the
      projected consolidated financial statements of C&B / Cotton Group Companies.
      Based on the results of such comparison, the Sellers may be eligible for an
      incentive bonus calculated as follows:

     

    1.    For
      each
      Performance Year, the total amount of the bonus pool available shall be equal
      to
      25% of the audited pre-tax income of the C&B / Cotton Group Companies for
      such Performance Year (the “Bonus
      Pool Amount”).
      

     

    2.    The
      aggregate amount of incentive bonuses payable for each Performance Year shall
      be
      an amount equal to (a) the Bonus Pool Amount, multiplied by (b) the percentage
      set forth in the table below opposite the applicable Financial Performance
      Target, calculated as set forth herein.

     

    
      	
              Actual
                Performance < 5% Financial Performance Target

            	 	 	
              0

            	
              %

            
	
              Actual
                Performance ≥ 5% but < 20% Financial Performance Target

            	 	 	
              5

            	
              %

            
	
              Actual
                Performance ≥ 20% but < 35% Financial Performance
                Target

            	 	 	
              20

            	
              %

            
	
              Actual
                Performance ≥ 35% but < 50% Financial Performance
                Target

            	 	 	
              35

            	
              %

            
	
              Actual
                Performance ≥ 50% but < 65% Financial Performance
                Target

            	 	 	
              50

            	
              %

            
	
              Actual
                Performance ≥ 65% but < 80% Financial Performance
                Target

            	 	 	
              70

            	
              %

            
	
              Actual
                Performance ≥ 80% but < 90% Financial Performance
                Target

            	 	 	
              90

            	
              %

            
	
              Actual
                Performance ≥ 90% but < 100% Financial Performance
                Target

            	 	 	
              100

            	
              %

            
	
              Actual
                Performance ≥ 100% but < 110% Financial Performance
                Target

            	 	 	
              110

            	
              %

            
	
              Actual
                Performance ≥ 110% Financial Performance Target

            	 	 	
              120

            	
              %

            


    

    
       

      
        

      

      1
        To be
        allocated among Troy Crochet and the Cotton Sellers in the proportion of
        50/50.

    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.    The
      “Financial
      Performance Target”
shall
      be an amount equal to (i) the sum of the (x) Revenue Factor, (y) EBITDA Factor,
      and (z) Net Income Factor, for each Performance Year, as set forth
      below:

     

    
      	
              Performance
                Year

            	 	
              Projected
                Revenue

            	 	
              Projected
                EBITDA

            	 	
              
                
                  
                    Projected
                      Net Income

                     (Pre-tax) 

                  

                

              

            	 
	
              FY
                2008

            	 	
              $

            	
              304,425,000.00

            	 	
              $

            	
              99,843,000.00

            	 	
              $

            	
              59,707,054.00

            	 
	
              FY
                2009

            	 	
              $

            	
              356,229,500.00

            	 	
              $

            	
              115,506,600.00

            	 	
              $

            	
              69,213,452.00

            	 
	
              FY
                2010

            	 	
              $

            	
              387,260,500.00

            	 	
              $

            	
              124,517,800.00

            	 	
              $

            	
              74,539,696.00

            	 


    

     

    4.    “Actual
      Performance” shall be an amount equal to the sum of actual (i) Revenue Factor,
      (ii) EBITDA Factor and (iii) Net Income Factor, for any Performance
      Year.

     

    5.    The
      Revenue Factor, the EBITDA Factor and the Net Income Factor shall be calculated
      in accordance with GAAP.

     

    Any
      bonus
      due shall be payable in cash, to the extent such cash payment is permitted
      under
      the loan agreements to which the C&B / Cotton Group Companies and Purchaser
      are a party. If such agreements do not permit payment of such bonus in cash,
      then the bonus shall be paid in shares of Charys common stock, at the Market
      Price as of the last trading day of the applicable Performance
      Year.

     

    For
      purposes of this Exhibit
      A,
      the
      terms set forth above shall mean as follows:

     

    
      	 	
              (i)

            	
              Revenue
                Factor shall
                be a percentage equal to the product of (x) forty percent (40%)
                multiplied
                by
                (y) a fraction the numerator of which is the C&B / Cotton Group
                Companies’ actual revenues for a Performance Year and the denominator of
                which is the C&B / Cotton Group Companies’ projected revenues for such
                corresponding Performance
                Year. 

            


    

     

    
      	 	
              (ii)

            	
              EBITDA
                Factor
                shall be a percentage equal to, the product of (x) forty-five percent
                (45%) multiplied
                by
                (y) a fraction the numerator of which is the C&B / Cotton Group
                Companies’ actual EBITDA for a Performance Year and the denominator of
                which is the C&B / Cotton Group Companies’ projected EBITDA for such
                corresponding Performance Year. 

            


    

     

    
      	 	
              (iii)

            	
              Net
                Income Factor
                shall be a percentage equal to, the product of (x) fifteen percent
                (15%)
                multiplied
                by
                (y) a fraction the numerator of which is the C&B / Cotton Group
                Companies’ actual audited pre-tax net income for a Performance Year and
                the denominator of which is the C&B / Cotton Group Companies’
                projected pre-tax net income for such corresponding Performance Year.
                

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.06(B)

     

    INTEGRATION
      INCENTIVE COMPENSATION2

     

     

    During
      the period beginning on the Closing Date and ending on the third anniversary
      of
      the Closing Date (the “Integration
      Incentive Period”),
      the
      Sellers shall be entitled to additional equity compensation determined in
      accordance with the following provisions:

     

    1.
      As
      soon as reasonably practicable following the Closing Date, the Sellers shall
      provide to the Purchaser a schedule identifying potential acquisition targets
      conducting business similar to the Cotton Group Business (the “Acquisition
      Targets”
and
      each, an “Acquisition
      Target”).
      For
      each Acquisition Target, the Sellers shall identify the target annual revenue
      (the “Target
      Revenue”)
      of
      such Acquisition Target.

     

    2.
      On the
      third anniversary of the Closing Date, the Sellers shall be entitled to a bonus
      calculated as follows, payable in cash or shares of shares of Charys common
      stock, in Purchaser’s discretion: (A) Bonus Multiplier, multiplied
      by
      (B) the
      Integration Bonus Pool. 

     

    The
      term
“Bonus
      Multiplier”
means
      a
      percentage, (A) the numerator of which is the actual aggregate revenue for
      all
      Acquisition Targets measured over the trailing twelve months from Charys’ fiscal
      year end in the year in which such Acquisition Target is acquired (or, if the
      target is acquired prior to September 2007, the actual revenue of the
      Acquisition Target from September 1, 2006 through August 31, 2007), and (B)
      the
      denominator of which is the aggregate Target Revenue for all Acquisition
      Targets. An example calculation of the Bonus Multiplier is as
      follows:

     

    
      	 	 	
              Projected
                Millions

            	 	
              First
                Year Actual in year acquired

            	 
	
              Target
                A

            	 	
              $

            	
              30

            	   
	
              $

            	
              20

            	 
	
              Target
                B

            	 	
              $

            	
              20

            	 	
              $

            	
              20

            	 
	
              Target
                C

            	 	
              $

            	
              100

            	 	
              $

            	
              110

            	 
	
              Target
                D

            	 	
              $

            	
              40

            	 	
              Did
                not acquire

            	 
	
              Target
                E

            	 	
              $

            	
              10

            	 	
              $

            	
              40

            	 
	 	 	
              $

            	
              200

            	 	
              $

            	
              190

            	 
	 	 	 	 	 	 	 	 
	
              Limit

            	 	 	 	 	 	
              95.00

            	
              %

            


    

    
       

      
        

      

      2 
To
        be allocated pro rata with Troy Crochet and certain
        employees of Crochet & Borel Services, Inc., as agreed by the Sellers and
        Troy Crochet.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    The
      term
“Integration
      Bonus Pool”
means
      the aggregate audited pre-tax revenue of all Acquisition Targets during the
      Integration Incentive Period. An example calculation of the Integration Bonus
      Pool follows:

     

    
      	 	 	
              Actual
                

              Pre-tax
                

              Year
                1

            	 	
              Year
                2

            	 	
              Year
                3

            	 
	
              Target
                A

            	 	
              $

            	
              3

            	   
	$ 	
              (1

            	)   
              	$ 	
              (2

            	) 
	
              Target
                B

            	 	
              $

            	
              2

            	 	
              $

            	
              2

            	 	
              $

            	
              1

            	 
	
              Target
                C

            	 	 	 	 	
              $

            	
              15

            	 	
              $

            	
              17

            	 
	
              Target
                D

            	 	 	 	 	 	 	 	 	 	 
	
              Target
                E

            	 	 	 	 	 	 	 	
              $

            	
              15

            	 
	 	 	
              $

            	
              5

            	 	
              $

            	
              16

            	 	
              $

            	
              31

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Pool

            	 	
              $

            	
              1

            	 	
              $

            	
              4

            	 	
              $

            	
              8

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                pool payable at end of year three

            	 	 	 	 	 	 	 	
              $

            	
              13

            	 
	
              Amount
                earned limited to 95%

            	 	 	 	 	 	 	 	
              $

            	
              12.35

            	 


    

     

     

    14