EXHIBIT 10.1


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


December 14, 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,


Stock
Purchase Agreement Promissory Note, dated August 15, 2006, between Purchaser
and Lori H. Mitchell in the amount of $28,400,000 (the “CTSI Earnout Note”)


Stock
Purchase Agreement Promissory Note, dated August 15, 2006, between Purchaser
and Matthew B. Mitchell in the amount of $5,400.000 (the “MSAI Stock Purchase
Agreement Note”), the Goodwill Purchase Agreement between Purchaser and Matthew
B. Mitchell, dated August 15, 2006 (the “Goodwill Purchase Agreement”), and the
Goodwill Purchase Agreement Promissory Note, dated August 15, 2006, between
Purchaser and Matthew B. Mitchell in the amount of $5,400,000 (the “MSAI
Goodwill Note and, together with the MSAI Stock Purchase Agreement Note, the “MSAI
Earnout Notes”);


Closing
Promissory Note, dated August 15, 2006, by and among Charys Holding Company,
Inc. (“Parent”), Purchaser and Lori H. Mitchell in the amount of $23,755,852
(the “CTSI Closing Note”);


Closing
Promissory Note, dated August 15, 2006, by and among Parent, Purchaser and
Matthew B. Mitchell in the amount of $13,412,500 (the “MSAI closing Note”); and


The
Promissory Note dated October 20, 2006 made payable to Lori H. Mitchell in the
amount of $42,955,852.


The
Promissory Note dated October 20, 2006 made payable to Lori H. Mitchell in the
amount of $14,200,000.









 



The
Promissory Note dated October 20, 2006 made payable to Matthew B. Mitchell in
the amount of $20,812,500.


The
Promissory Note dated October 20, 2006 made payable to Matthew B. Mitchell in
the amount of $2,700,000.


The
Goodwill Purchase Agreement Promissory Note dated October 20, 2006 made payable
to Matthew B. Mitchell in the amount of $2,700,000.


Letter
Agreement, dated October 27, 2006, by and among Purchaser, Parent CTSI, MSAI
and Sellers, as amended by Amendment Number One to Letter Agreement of October
27, 2006, dated November 24, 2006, and further amended by Amendment Number Two
to Letter Agreement of October 27, 2006, dated December 1, 2006, by and among Purchaser,
Parent, CTSI, MSAI, the Sellers and Whitney National Bank (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, between Purchaser, CTSI and Parent
and Whitney National Bank, and the Escrow Agreement, dated November 11, 2006,
between Purchaser, MSAI and Parent and Whitney National Bank, each pertaining
to the foregoing, and each as amended by Amendment Number One (Amendment Number
One) to Letter Agreement of October 27, 2006, dated November 24, 2006, and
further amended by Amendment Number Two to Letter Agreement of October 27,
2006, dated December 1, 2006 (Amendment Number Two) that certain Letter
Agreement dated November 24, 2006, by and among Purchaser, CTSI, MSAI, the
Sellers and Whitney National Bank, are hereby referred to collectively as the “Escrow
Agreements”.


Ladies and Gentlemen:


This
letter agreement (this “Letter Agreement”) is being delivered 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 as amended, the Purchase Agreements and the Escrow Agreements remain
unchanged and in full force and effect.


Accordingly,
Purchaser, Parent, CTSI, MSAI and Sellers, each intending to be legally bound,
agree as follows:


That
the Letter Agreement of October 27, 2006, as amended by Amendment Number One to
the Letter Agreement of October 27, 2006, dated November 24, 2006 (Amendment
Number One) and as further amended by Amendment Number Two to the Letter
Agreement of October 27, 2006 (dated December 1, 2006) is hereby amended as
follows:


a.             That
the payment date as set out in paragraph I (1) is extended to February 15,
2007.


b.             That
the date for Ayin Holding Company, Inc. to



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(1)          Pay off the CTSI loan
obligations to the Whitney National Bank up to the amount of $2,400,000 and to
cancel all personal guarantees on the said Whitney National Bank loans; and


(2)          To cancel all personal
guarantees on the credit card obligations and Letters of Credit to the Whitney
National Bank by CTSI


is hereby extended
until February 15, 2007.


c.                                       In
the event that the obligations referred to in this Letter are accomplished by
February 15, 2007, it will be necessary for Complete Tower Sources, Inc. and
for Mitchell Site Acq., Inc. to file income tax returns for the portion of the
year 2006 (ending on August 15, 2006). 
It is agreed by the Parties hereto that the Purchasers will be liable
for and will pay any penalties, interests, or charges associated with the late
filing of these tax returns.


d.                                      That
the Escrow Agreement dated November 9, 2006 between Ayin Holding Company, Inc.,
Complete Tower Sources, Inc. and Charys Holding Company, Inc. with the Whitney
National Bank as Escrow Agent and the Escrow Agreement dated November 9, 2006
between Ayin Holding Company, Inc., Mitchell Site Acq., Inc., Charys Holding
Company, Inc. with the Whitney National Bank as Escrow Agent, as those Escrow
Agreements have been amended by Amendment Number One and Amendment Number Two
referred to above, is hereby amended to extend the date for the completion of
the obligations of Ayin Holding Company, Inc., as set forth in paragraph no. 2
(Distribution of The Subject Matter of The Escrow) until February 15, 2007.


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
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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 14th day of
December, 2006:


	
  COMPLETE TOWER SOURCES, INC.

  	
   

  	
  CTSI SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
         /s/ Lori
  H. Mitchell

  	
   

  	
   

  	
   

  
	
  Name:

  	
     Lori H. Mitchell

  	
   

  	
   

  	
  /s/ Lori H. Mitchell

  
	
  Title:

  	
       President

  	
   

  	
   

  	
  Lori H. Mitchell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MITCHELL SITE ACQ., INC.

  	
   

  	
  MSAI SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
         /s/
  Matthew B. Mitchell

  	
   

  	
   

  	
   

  
	
  Name:

  	
     Matthew B. Mitchell

  	
   

  	
   

  	
  /s/ Matthew B. Mitchell

  
	
  Title:

  	
       President

  	
   

  	
   

  	
  Matthew B. Mitchell

  
	
   

  	
   

  	
   

  
								



 


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 14th day of December, 2006.


	
  

  	
  WHITNEY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Timothy C.
  Brennan

  	
   

  
	
   

  	
   

  	
         Authorized
  Officer

  



 



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