Exhibit 10.4


    
      

    


    RENEWAL
      PROMISSORY NOTE

    


    Dated
      as of November 30, 2006

    


    


    FOR
      VALUE RECEIVED,
      the
      undersigned, CHARYS
      HOLDING COMPANY, INC.,
      a
      Delaware corporation (the “Maker”),
      promises to pay to the order of
      TROY D. CROCHET,
      an
      individual resident of the State of Texas (the “Holder”),
      an
      amount equal to $77,932,514.15 (such amount, being referred to as the
“Principal
      Amount”)
      in
      lawful money of the United States, together with interest thereon at the rate
      set forth below, pursuant to the terms and conditions set forth in this
      promissory note (this “Note”).

     

    1.     The
      Principal Amount, together with all accrued and unpaid interest on the entire
      Principal Amount, shall be due and payable by the Maker to the Holder at 202
      Castle Circle, Port Neches, Jefferson County, Texas, as follows:

     

    (a)     It
      is
      understood by the Holder that the Maker is attempting to secure financing in
      an
      amount of $150,000,000 (the “Target Raise”) pursuant to the Maker’s October 10,
      2006 engagement letter with McMahan Securities (the “Bond Offering”). Depending
      on the outcome of that financing, this Note shall be payable in the following
      manner:

     

    (i)     If
      the
      net proceeds of the Bond Offering after paying the fees, commissions and
      expenses of the offering is equal to $150,000,000, the proceeds to be received
      by the Maker will be used as described in Schedule
      1
      attached
      hereto. 

     

    (ii)     If
      the
      net proceeds of the Bond Offering after paying the fees, commissions and
      expenses of the offering is greater than $150,000,000 the amount raised in
      excess of $150,000,000 will be applied first to the working capital needs of
      the
      Maker’s subsidiaries in amounts deemed reasonably necessary by the Maker, not to
      exceed $5,000,000. Thereafter, the Maker will apply the entire remainder of
      the
      excess to the payment of this Note.

     

    (iii)     If
      the
      net proceeds of the Bond Offering after paying the fees, commissions and
      expenses of the offering is less than $150,000,000 then each of the amounts
      shown in Schedule 1 will be reduced by the percentage that the net proceeds
      of
      the Bond Offering is less than $150,000,000. Maker will also pay to Holder
      any
      amounts by which Maker and Holder can convince the other parties named on
      Schedule 1 to reduce the payments due to them.

     

    (b)     Provided,
      however, in any event, the Principal Amount and all accrued and unpaid interest
      on the Principal Amount will be payable on or before January 31, 2008. All
      payments will be applied first to accrued and then unpaid interest and the
      balance, if any, will be applied to the Principal Amount.

     

    (c)     Provided
      further, subject to the provisions of the preceding subparagraphs (a) and (b),
      at such time as the New Stream Commercial Finance, LLC financing, the Gottbetter
      Capital Finance, LLC financing, and the Cotton Sellers have been paid all sums
      owed to them by the Maker (the “Third Party Debt”), the Maker agrees that any
      receivable proceeds in excess of sums needed to operate the Maker’s C & B
      Holdings subsidiaries, Crochet & Borel Services, Inc and Cotton Holdings,
      will be paid to the Holder to reduce the Principal Amount. As used herein,
      (i)
      the New Stream Commercial Finance, LLC financing means the financing of accounts
      receivable of Crochet & Borel Services, Inc., as described in an 8-K filed
      by the Maker with the Securities and Exchange Commission on September 8, 2006,
      and the New Stream Commercial Finance, LLC financing of accounts receivable
      of
      Ayin Tower Management Services Inc., as described in an 8-K filed by the Maker
      with the Securities and Exchange Commission on September 8, 2006, (ii) the
      Gottbetter Capital Finance, LLC financing means the financing as described
      in an
      8-K filed by the Maker with the Securities and Exchange Commission on September
      6, 2006, and (iii) the Cotton Sellers means those parties to the loan agreements
      identified in an 8-K filed by the Maker with the Securities and Exchange
      Commission on December 14, 2006.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.     From
      and
      after November 30, 2006, through the Maturity Date, or, if sooner, the date
      on
      which this Note has been paid in full, simple interest shall accrue on the
      unpaid Principal Amount at the applicable federal short-term rate (such rate
      being determined from a one-month average of market yields from marketable
      obligations of the United States with maturities of three years or less) for
      May
      2006 of 4.74% as set forth in IRS Rev. Rul. 2006-22 calculated on the basis
      of
      365 days per year and actual days elapsed and computed on the daily unpaid
      Principal Amount.

     

    3.     To
      the
      extent of $19,000,000, plus accrued interest on such amount since June 5, 2006,
      this Note is given in renewal and extension (and not in cancellation) of that
      certain Seller’s Note by and between the Maker and the Holder dated June 5,
      2006.

     

    4.     This
      Note
      is secured by a Security Agreement of even date herewith as described in
Schedule
      2
      attached
      hereto (the “Security Agreement”). Notwithstanding anything herein contained to
      the contrary, the Maker shall have no obligation with respect to the Security
      Agreement until such time as all lien holders described in Schedule
      3
      attached
      hereto have consented to execution of this Note and the Security
      Agreement.

     

    5.     In
      the
      event of any conflict between the terms of this Note or any of the other
      agreements executed by the Maker and the Holder with respect to the subject
      matter hereof, or any of the attachments referred to therein or herein, the
      terms of this Note shall control.

     

    6.     This
      Note
      shall be construed and enforceable in accordance with the laws of the State
      of
      Texas.

     

    IN
      WITNESS WHEREOF,
      the
      Maker has executed this Note effective as of the ___ day of November,
      2006.

     

     

    
      	 	
              CHARYS
                HOLDING COMPANY, INC.

            
	 	 	 
	 	 	 
	 	
              By

            	 
	 	 	
              Billy
                V. Ray, Jr.,

            
	 	 	
              Chief
                Executive Officer

            


    

    


    Payment
      of this Note is hereby guaranteed by all the undersigned corporations, jointly
      and severally:

    


    
      	
              C
                & B HOLDINGS, INC.

            	 	
              CROCHET
                & BOREL SERVICES, INC.

            	 	
              AYIN
                HOLDING COMPANY, INC.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By

            	 	 	
              By

            	 	 	
              By

            	 
	 	
              Billy
                V. Ray, Jr.,

            	 	 	
              Troy
                D. Crochet,

            	 	 	
              Jimmy
                Taylor,

            
	 	
              Chief
                Executive Officer

            	 	 	
              President

            	 	 	
              President

            


    

     

    Attachments:

    Schedule
      1 - Bond Offering Use of Proceeds

    Schedule
      2 - The Security Agreement

    Schedule
      3 - Consent of Lien Holders

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
    

    
       

      Schedule
        1

      


      Bond
        Offering Use of Proceeds

      


      $150,000,000
        Target Raise

      


      
        	
                CTSI/MSAI
                  Seller Note

              	 	
                $

              	
                77,613,000

              	 
	
                Cotton
                  Sellers Note 

              	 	 	
                27,500,000

              	 
	
                C&B
                  Sellers Note 

              	 	 	
                25,000,000

              	 
	
                Redemption
                  of Convertible Debenture (A) 

              	 	 	
                25,000,000

              	 
	
                Working
                  Capital 

              	 	 	
                887,000

              	 
	
                Cash
                  Provided from Acquisitions (B)

              	 	 	
                (6,000,000

              	
                )

              
	
                Total
                  Raise

              	 	
                $

              	
                150,000,000

              	 


      

       

      

        
          

        

      

      NOTES:

      


      
        	 	
                (A)

              	
                Includes
                  the redemption premium.

              


      

      
        	 	
                (B)

              	
                Acquisitions
                  include CTSI, MSAI, Cotton.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

    The
      Security Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      3

    Consent
      of Lien Holders

     

      Consents
        must be obtained from the following:

      


      Cotton
        Holdings I, Inc.

      


      Cotton
        Commercial USA, LP

      


      Cotton
        Restoration, LP

      


      Chad
        Weigman

      


      Blake
        Stansell

      


      Bryan
        Michalsky

      


      James
        Scaife

      


      Randall
        Thompson

      


      Pete
        Bell

      


      Daryn
        Ebrecht

      


      Russell
        White

      


      Johnny
        Slaughter

      


      Imperium
        Master Fund, Ltd.

      


      New
        Stream Commercial Finance, LLC

      


      Gottbetter
        Capital Finance, LLC

      


      Fort
        Mason Master, LP

      


      UBS
        Alternative & Quantitative Investments, LLC

      


      Fort
        Mason Partners, LP

      


      GCA
        Strategic Investment Fund Limited

      


      PCM
        II,
        LLC