Exhibit 10.3


    
      

    


    AMENDMENT
      TO PURCHASE AGREEMENT

     

     

    This
      AMENDMENT
      (this
“Amendment”)
      is
      made and entered into as of November 30, 2006, by and among CHARYS
      HOLDING COMPANY, INC.,
      a
      Delaware corporation (“Purchaser”),
      CROCHET
      & BOREL SERVICES, INC., a
      Texas
      corporation (the
      “Corporation”),
      and
TROY
      CROCHET,
      a
      resident of the State of Texas (the “Seller”).

     

    WHEREAS,
      Purchaser, Corporation and Seller 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 Purchase Agreement (“Miscellaneous
      Amendments”) (the Stock Purchase Agreement, the Letter Amendment, and the
      Miscellaneous Amendments are hereinafter referred to as the “Purchase
      Agreement”);
      and

     

    WHEREAS,
      Section
      12.02
      of the
      Purchase Agreement provides that the Purchase Agreement may be amended by an
      instrument in writing authorized and signed by the parties to the Purchase
      Agreement; and

     

    WHEREAS,
      each of
      parties to the Purchase Agreement has determined that it is desirable to amend
      the Purchase Agreement as set forth in this Amendment;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

     

    1.     Final
      Determination Date Cash Consideration. The
      Final
      Determination Date Cash Consideration as defined in the Purchase Agreement
      is an
      amount equal to $76,562,848 which shall be payable as provided in the Renewal
      Promissory Note and Security Agreement in the form attached hereto as
Exhibit
      1
      and
Exhibit
      2,
      respectively.

     

    2.     Make
      Whole Date.
      Section
      2.5(a)(i) is deleted and restated in its entirety as follows:

     

    “Make-Whole
      Date” means the date that is 30 days following the issuance of Purchaser’s Form
      10KSB or 10-K, as applicable, for fiscal year 2008, provided that if such date
      falls on a non-business day, the Make-Whole Date shall be the preceding business
      day.

     

    3.     Make
      Whole Deficit.
      Section
      2.5(a)(ii) is deleted and restated in its entirety as follows:

     

    “Make
      Whole Deficit”
means
      the value, if negative, of (A) the Target Stock Consideration Value,
minus
      (B) the
      product of (1) 8,008,000 as adjusted by the Stock Holdback Issuance Set Off
      multiplied
      by
      (2) the
      Average Market Price of the Purchaser Stock during the 15 consecutive trading
      days prior to the Make-Whole Date multiplied by the percentage of the Bonus
      Pool
      Amount which is earned.

     

    4.     Stock
      Holdback.
      The
      provisions of Section 2.08 permitting Purchaser to withhold a portion of the
      Stock Consideration are deleted and Purchaser agrees that it will issue 750,000
      shares of Purchaser’s Stock to Seller within 15 days after the Bond Offering
      contemplated by Purchaser’s October 10, 2006 engagement letter with McMahan
      Securities is closed and funded.

     

    5.     Aged
      Accounts Receivable Adjustment.
      Section
      2.09 is deleted in its entirety. Purchaser is not obligated to transfer any
      Aged
      Receivables to Seller and the number of shares remaining in the Stock Holdback
      will not be reduced under Section 2.09.

     

    6.     Spin
      Off Agreement.
      The
      Spin Off Agreement at Schedule
      6.15
      of the
      Purchase Agreement is deleted in its entirety and restated as attached hereto
      as
Schedule
      6.15.

     

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

     

    8.     Incorporation
      by Reference.
      The
      attachments to this Amendment referred to or included herein constitute integral
      parts to this Amendment and are 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.

     

    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 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
      Purchase Agreement, this Amendment shall control.

     

    13.     Condition
      Subsequent.
      If the
      Bond Offering contemplated by Purchaser’s October 10, 2006 engagement letter
      with McMahan Securities is not closed and funded by March 30, 2007, this
      Amendment to Purchase Agreement will be null and void and of no force or effect
      whatsoever.

     

    14.     Board
      Approval.
      This
      Amendment will not become effective until its
      execution is authorized or ratified by the Board of Directors of
      Purchaser.

     

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has duly executed and delivered this Amendment as of the
      date
      first above written.

     

    
      	 	
              CHARYS
                HOLDING COMPANY, INC.

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Billy
                V. Ray, Jr., Chief Executive Officer

            
	 	 
	 	 
	 	
              CROCHET
                & BOREL SERVICES, INC.

               

            
	 	 
	 	
              By

            	 
	 	
            	
              Troy
                Crochet, Chief Executive Officer

            


    

     

    
      
        
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              TROY
                CROCHET

            
	 	 
	 	 
	 	 
	 	 
	 	
              TAMI
                CROCHET, joined in the execution of this Amendment for the purpose
                of
                binding and obligating the spouse’s community property interest in the
                C&B Shares to all of the terms, covenants, conditions, limitations
                and
                restrictions contained herein as respect the C&B
                Shares.

            


    

    Attachments:

    Exhibit
      1
      - Renewal Promissory Note

    Exhibit
      2
      - Security Agreement

    Schedule
      6.15 - Spin Off Agreement

    


    



    
      
        
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    Exhibit
      1

    Renewal
      Promissory Note

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      2

    Security
      Agreement

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    Schedule
      6.15

    Spin
      Off Agreement

     

    
      The
        following general terms and conditions shall be more fully reflected in a
        definitive agreement to be negotiated in good faith and, if reasonably
        acceptable to both the Purchaser and the Seller, executed, on or prior to
        April
        30, 2007 (the “Definitive Agreement”). The Purchaser shall cause the Corporation
        to maintain separate books and records and separately audited financial
        statements for the Corporation during the period beginning on May 1, 2007
        and
        for each of the fiscal years of the Purchaser ending on April 30, 2011, 2012,
        and 2013 (the “Option Period”).

       

      Subject
        to the Definitive Agreement, during the Option Period, the Seller may cause
        the
        Purchaser to effectuate a spin-off of the Corporation (a “Spin-Off Transaction”)
        into a separate publicly-traded entity provided that the conditions set forth
        in
        this Schedule
        6.15
        are
        met.

       

      Subject
        to the Definitive Agreement, the Seller may only cause the Purchaser to
        effectuate a Spin-Off Transaction in the event that (a) during the three
        year
        period prior to the Seller’s notification of its intent to effectuate a Spin-Off
        Transaction, but not later than April 30, 2012 (the “Spin-Off Notice Date”) the
        aggregate net revenue of the Corporation was greater than or equal to
        $750,000,000, (b) during the three year period prior to the Spin-Off Notice
        Date, the aggregate net earnings of the Corporation are greater than or equal
        to
        $150,000,000, (c) the Seller and the Incentive Employees (the “Spin-Off
        Participants”) collectively hold in excess of 10,000,000 shares of the Purchaser
        Stock, and (d) the Market Price of the Purchaser Stock for twenty (20)
        consecutive trading days prior to the Spin-Off Notice Date is in excess of
        $20
        per share, adjusted for any splits or dividends occurring between April 30,
        2007
        and the Spin-Off Notice Date.

       

      Subject
        to the Definitive Agreement, the Spin-Off Transaction shall be effectuated
        by
        granting to each stockholder of the Purchaser as of the effective date of
        the
        Spin-Off Transaction one publicly traded share of the Corporation for each
        share
        of the Purchaser Stock held by such stockholder. Simultaneously with the
        issuance of such shares, each Spin-Off Participant shall tender to the Purchaser
        not less than 80% of the shares of the Purchaser Stock held by such Spin-Off
        Participant in exchange for an equal number of shares of the
        Corporation.