EXHIBIT
10.1


AMENDMENT
NUMBER FOUR TO LETTER AGREEMENT OF OCTOBER 27th, 2006


Complete Tower Sources, Inc.


715 Vatican Road


Carencro, LA  70520


Attn: 
Lori H. Mitchell


Mitchell Site Acq., Inc.


119 Veterinarian Road


Lafayette, LA  70507


Attn: 
Matthew B. Mitchell


Re:                               Stock Purchase Agreement (the “CTSI Stock
Purchase Agreement”), dated June 20, 2006, by and among Ayin Holding Company
Inc. (“Purchaser”), Complete Tower Sources, Inc. (“CTSI”) and Lori H. Mitchell,
sole shareholder of CTSI, as amended by that certain Letter Agreement, dated
June 20, 2006, by and among Purchaser, Sellers (as such term is defined below),
CTSI and Mitchell Site Acq., Inc. (“MSAI”) (the “First Letter Agreement”) and
that certain Closing Letter Agreement, dated August 15, 2006, by and among
Purchaser, Sellers, CTSI and MSAI (the “Closing Letter Agreement”);


Stock Purchase Agreement (the “MSAI Stock
Purchase Agreement”), dated June 20, 2006, by and among Purchaser, MSAI and
Matthew B. Mitchell, sole shareholder of MSAI, as amended by the First Letter
Agreement and the Closing Letter Agreement;


Goodwill Purchase Agreement, dated August 15,
2006, by and between Purchaser and Matthew B. Mitchell (the “Goodwill Purchase
Agreement”);


The Promissory Note dated October 20, 2006
issued by Charys Holding Company, Inc. (the “Parent”) in favor of Lori H.
Mitchell in the principal amount of $42,955,852 (the “Promissory Note of
October 20, 2006”);


The Promissory Note dated October 20, 2006
issued by Purchaser in favor of Lori H. Mitchell in the principal amount of
$14,200,000;


The Promissory Note dated October 20, 2006
issued by Parent in favor of Matthew B. Mitchell in the principal amount of
$20,812,500 (the “Closing Promissory Note of October 20, 2006”);


The Promissory Note dated October 20, 2006 issued
by Purchaser if favor of Matthew B. Mitchell in the principal amount of
$2,700,000;


The Goodwill Purchase Agreement Promissory
Note dated October 20, 2006 issued by Purchaser in favor of Matthew B. Mitchell
in the principal amount of $2,700,000; and


Letter Agreement, dated October 27, 2006, by
and among Purchaser, Parent, CTSI, MSAI and Sellers, as amended November 24,
2006, December 1, 2006 and December 14, 2006 (the “October 27th Letter Amendment”).


The foregoing agreements are herein referred
to collectively as the “Purchase Agreements”.













Lori H. Mitchell and Matthew B. Mitchell are
herein referred to collectively as the “Sellers”.


The Escrow Agreement, dated November 11,
2006, by and among Purchaser, CTSI and Parent and Whitney National Bank (the “CTSI
Escrow Agreement”), and the Escrow Agreement, dated November 11, 2006, by and
among Purchaser, MSAI and Parent and Whitney National Bank (the “MSAI Escrow
Agreement,” and together with the CTSI Escrow Agreement, collectively, the “Escrow
Agreements”), each pertaining to the foregoing, and each as amended by the
October 27th Letter
Amendment.


The Non-Competition Agreement, dated August
15, 2006, by and among Lori H. Mitchell, CTSI and Purchaser and the
Non-Competition Agreement, dated August 15, 2006, by and among Lori H.
Mitchell, MSAI and Purchaser (together, the “Lori Mitchell Non-Competition
Agreements”).


The Non-Competition Agreement, dated August
15, 2006, by and among Matthew B. Mitchell, MSAI and Purchaser (the “Matthew
Mitchell Non-Competition Agreement,” and together with the Lori Mitchell
Non-Competition Agreements, collectively, the “Non-Competition Agreements”).


Ladies
and Gentlemen:


This letter agreement (this “Letter Agreement”) is being delivered, and
is effective as of February 15, 2007, in connection with the Purchase
Agreements and sets forth the agreement of the parties on certain matters
related to the Purchase Agreements.  Unless specifically amended by (i)
this Letter Agreement, (ii) the First Letter Agreement, (iii) the Closing Letter
Agreement or (iv) the October 27th Letter Amendment, the Purchase Agreements, the
Escrow Agreements and the Non-Competition Agreements remain unchanged and in
full force and effect.


Purchaser, Parent, CTSI, MSAI and Sellers, each intending to be legally
bound, hereby agree that the October 27th Letter Amendment, the Purchase Agreements and
the Non-Competition Agreements are hereby amended as follows:


1.               The “Payment Date” set forth in Section I.1
of the October 27th Letter
Amendment is hereby extended to February 21, 2007.


2.               Section II.1.(a) of the October 27th Letter Amendment and the
Promissory Note of October 20, 2006 are each hereby amended to provide that the
original principal amount due under such note is $33,420,389.81.


3.               Section II.1.(d) of the October 27th Letter Amendment is hereby
amended to provide that the payment to satisfy Section 2.05 of the of the CTSI
Stock Purchase Agreement is $17,589,134.00.


4.               Section II.1 of the October 27th Letter Amendment regarding
payment of the “Sale Price” under the CTSI Stock Purchase Agreement is amended
by adding the following subsection (e):


(e)   A Convertible Promissory Note issued by
Parent in favor of Lori H. Mitchell in substantially the form attached hereto
as Exhibit A in the principal amount of 
$5,790,476.19.



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5.               Section III.1.(a) of the October 27th Letter Amendment and the Closing
Promissory Note of October 20, 2006 are each hereby amended to provide that the
original principal amount due under such note is $18,602,976.19.


6.               Section III.1 of the October 27th Letter Amendment regarding
payment of the “Sale Price” under the MSAI Stock Purchase Agreement is amended
by adding the following subsection (f):


(f)    A Convertible Promissory Note issued by
Parent in favor of Matthew B. Mitchell in substantially the form attached
hereto as Exhibit A in the principal amount of  $2,209,523.81.


7.               The Non-Competition Agreements are hereby
amended to increase the Restricted Period (as defined therein) from two (2)
years to five (5) years, and each of the parties thereto shall execute an
amendment to the Non-Competition Agreements substantially in the form attached
hereto as Exhibit B to reflect such increase in the Restricted Period.


Purchaser, Parent, CTSI, MSAI, Sellers and Whitney National Bank, each
intending to be legally bound, hereby agree that the Escrow Agreements are
hereby amended as follows:


1.               That the date for the pay off of the CTSI
loan obligations to the Whitney National Bank up to the amount of $2,400,000
and for the cancellation of all personal guarantees on the said Whitney
National Bank loans and for the cancellation of all personal guarantees on the
credit card obligations and Letters of Credit to the Whitney National Bank by
CTSI is hereby extended until February 21, 2007.  Furthermore, such pay off and personal
guarantee cancellation obligations shall be satisfied by CTSI rather than by
the Purchaser.


2.               That the first 2 paragraphs of Section 2(2)
of the CTSI Escrow Agreement are hereby amended by deleting such paragraphs in
their entirety and replacing them with the following in lieu thereof:


“(2)         To make a deposit to the Escrow Account
in the amount of $51,009,523.81 on February 21, 2007 representing (1)
payment in the amount of $33,420,389.81 on a promissory note (the remainder of
which is to be paid off by delivery of a 
convertible promissory note in the amount of $5,790,476.19), which said
payment is due February 21, 2007 to Lori H. Mitchell and (2) payment due to
Complete Tower Sources, Inc. in the amount of $17,589,134.00  to satisfy the obligations set forth in the
Letter Agreement of October 27, 2006 between the parties (collectively, the “December
Obligations”).  The payment of the
December Obligations will be paid by wire transfer in the sum $33,420,389.81
and $17,589,134.00 into this escrow account according to the wire instructions
entered below.  All monies to be wired
into this escrow account will be to the following address:


Bank:  Whitney National Bank


Address:  228 St. Charles Ave. 2nd Floor New Orleans, LA.  70130


ABA # [XXXXXXX]


Account # [XXXXXXXXX]


Whitney Trust


Further Credit:  WNB TRUST A/C #[XXXXXXXX] (Complete Tower
& Ayin Holding Escrow)


In
the event the obligations of Ayin Holding Company, Inc. due under Sections (1)
and (2) of this Escrow Agreement are met, the Escrow Agent shall (1) endorse
Stock



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Certificate No. 2 and
deliver the certificate over to Ayin Holding Company, Inc. and (2) shall
disburse the funds received on February 21, 2007 as follows:


(1)   To Lori H. Mitchell — $33,420,389.81


(2)   To Complete Tower Sources, Inc. — $17,589,134.00


3.               That the first two paragraphs of Section 2(1)
of the MSAI Escrow Agreement are hereby amended by deleting such paragraphs in
their entirety and replacing them with the following in lieu thereof:


“(2)         To make a deposit to the Escrow Account
in the amount of $19,390,476.19 on February 21, 2007 representing (1)
payment in the amount of  $18,602,976.19
on a promissory note (the remainder of which is to be paid off by delivery of a
convertible promissory note in the amount of 
$2,209,523.81), which said payment is due February 21, 2007 to Matthew
B. Mitchell and (2) payment due to Mitchell Site Acq., Inc. in the amount of
$787,500.00 to satisfy the obligations set forth in the Letter Agreement of
October 27, 2006 between the parties (collectively, the “December Obligations”).  The payment of the December Obligations will
be paid by wire transfer in the sum $18,602,976.19 and $787,500.00 into this
escrow account according to the wire instructions entered below.  All monies to be wired into this escrow
account will be to the following address:


Bank:  Whitney National Bank


Address:  228 St. Charles Ave. 2nd Floor New Orleans, LA.  70130


ABA # [XXXXXX]


Account # [XXXXXXX]


Whitney Trust


Further Credit:  WNB TRUST A/C #[XXXXXXX] (Mitchell Site &
Ayin Holding Escrow)


In
the event the obligations of Ayin Holding Company, Inc. due under Sections (1)
of this Escrow Agreement are met, the Escrow Agent shall (1) endorse Stock
Certificate No. 2 and deliver the certificate over to Ayin Holding Company, Inc.
and (2) shall disburse the funds received on February 21, 2007 as follows:


(1)   To Matthew B. Mitchell — $18,602,976.19


(2)
  To Mitchell Site Acq., Inc. — $787,500.00


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


Signatures on Next Page



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  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AYIN HOLDING COMPANY, INC.

  
	
   

  	
   

  	
  as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Jimmy
  Taylor

  
	
   

  	
   

  	
   

  	
  Jimmy Taylor, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHARYS HOLDING COMPANY, INC.

  
	
   

  	
   

  	
  as Parent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Billy V. Ray, Jr.

  
	
   

  	
   

  	
   

  	
  Billy V. Ray, Jr., Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Agreed and Accepted this 15th day of February, 2007:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPLETE TOWER SOURCES, INC.

  	
   

  	
  CTSI SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Lori H.
  Mitchell

  	
   

  	
   

  	
  /s/ Lori H. Mitchell

  
	
  Name:  Lori H. Mitchell

  	
   

  	
  Lori H. Mitchell

  
	
  Title: President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MITCHELL SITE ACQ., INC.

  	
   

  	
  MSAI SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/Matthew B. Mitchell

  	
   

  	
   

  	
  /s/ Matthew B. Mitchell

  
	
  Name: Matthew B. Mitchell

  	
   

  	
  Matthew B. Mitchell

  
	
  Title: President

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Whitney National
Bank, Escrow Agent under each of the Escrow Agreements, hereby acknowledges
receipt of a copy of this Letter Agreement and hereby accepts the terms and
conditions set out herein.


	
  Dated this 15th day of February, 2007.

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  WHITNEY NATIONAL BANK

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ Timothy C. Brennan

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  
					



 



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