Exhibit 10.2


    
      

    


    SECOND
      AMENDMENT TO AMENDED AND RESTATED STOCK AND

    LIMITED
      PARTNERSHIP INTEREST 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, and as further amended by that certain
      Amendment To Amended And Restated Stock And Limited Partnership Interest
      Purchase Agreement and Stock Purchase Agreement (the “December
      8th Amendment”,
      and as
      amended, the “Original
      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 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.    
Amendments
      to the Original Agreement.
      The
      following amendments to the Original Agreement are hereby made: 

     

    (a)
      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”,
      and
      (iii) the unaudited consolidated balance sheet of Cotton Holdings 1, Inc. and
      its subsidiaries as of January 31, 2007, and the related statements of income
      and retained earnings for the 3-month period then ended as commonly prepared
      (the “Interim Financial Statements”, together with the Audited Financial
      Statements, the “Current
      Financial Statements”).
      The
      Current 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 Auditied 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”.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)   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”, having been deleted
      by the December 8th Amendment, are hereby added back to the Original Agreement
      in their original location (in each instance) in the Original
      Agreement.

     

    2.     Updated
      Schedules To The Original Agreement.
      To the
      extent any information contained in any of the Schedules attached to the
      Original Agreement has changed or is required to be updated under the terms
      of
      the Original Agreement, such Schedules have been revised and updated with
      current information and the same are hereto attached in revised and updated
      form, to with the parties’ agree that the Schedules attached hereto shall be
      treated as if originally made and incorporated into the Original Agreement.
      

     

    3.     Ratification
      and Republication.
      Except
      as amended by this Amendment and all earlier amendments, the parties do hereby
      ratify and republish the Original Agreement. To the extent any terms of this
      Amendment and the December 8th Amendment are in conflict, the terms of this
      Amendment shall control.”

     

    4.    
Incorporation
      by Reference.
      The
      attachments to this Amendment referred to or included herein constitute an
      integral part to this Amendment and are incorporated into this Amendment by
      this
      reference.

     

    5.    
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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.    
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.

     

    7.    
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.

     

    8.    
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

            	 
	 	 	 	 	 
	 	 	 	 	 
	
               

            	 	
              By

            	  
	 
	 	 	 	
              Troy
                Crochet, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              CROCHET
                & BOREL SERVICES, INC

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	 
	 
	 	 	 	
              Troy
                Crochet, President

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 	
              COTTON
                HOLDINGS 1, INC

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By

            	 	 
	 	 	 	
              Peter
                Bell, President

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              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

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	
              SELLER:

            	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	 	  
	 
	
              DARYN
                EBRECHT

            	 	 	
              RUSSELL
                WHITE

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              SELLER:

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              JOHNNY
                SLAUGHTER