Exhibit 10.1


    
      

    


    Charys
      Holding Company, Inc.

    1117
      Perimeter Center West, Suite N415

    Atlanta,
      Georgia 30338

    Telephone
      (678) 443-2300

    Fax
      (678) 443-2320

    


    


    August
      17, 2006

    


    Troy
      Crochet, Chairman

    Crochet
      & Borel Services, Inc.

    346
      Twin
      City Highway

    Port
      Neches, Texas 77651

    


    Dear
      Troy,

    


    On
      June
      5, 2006, Charys, Crochet & Borel Services, Inc., a Texas corporation, and
      you closed an agreement whereby you sold to Charys all of the outstanding shares
      of Crochet & Borel Services (the “C&B Shares”). In consideration of the
      sale of all of the C&B Shares, we agreed to pay you an aggregate
      consideration in an amount equal to $200,100,000 (the “Base Purchase Price”) by
      delivery of (i) cash (the “Cash Consideration”) and (ii) shares (“Stock
      Consideration”) of our common stock.

    


    On
      May 3,
      2006, we delivered cash consideration in an amount equal to $1,000,000 and
      on
      June 5, 2006, which was the Initial Closing Date, we delivered you a promissory
      note in the amount of $19,000,000 (the “Seller Note”). On the Final
      Determination Date as defined in the agreement, Charys will deliver to you
      Cash
      Consideration in an amount equal to the fo1lowing (the “Adjusted Balance of the
      Purchase Price”) (A) $80,000,000 less (B) the sum of (1) the amount of any
      dividends paid by Crochet & Borel Services to Mr. Crochet from and after
      April 25, 2006, plus (2) the amount by which the audited net worth of Crochet
      & Borel Services as of December 3l, 2005 set forth on the Final Statement of
      Net Worth is less than $75,000,000 (such amount being the “Final Determination
      Date Cash Consideration” and, collectively with the Non-Refundable Cash
      Consideration and the Initial Closing Cash Consideration, the “Aggregate Cash
      Consideration”).

    


    As
      we
      have discussed, Charys contemplates entering into a Security Purchase Agreement,
      Security Agreement and related documents (the “Transaction Documents”) by which
      Charys will sell approximately twenty million dollars ($20,000,000) of
      subordinated debentures to Gottbetter Capital Finance LLC and various other
      buyers (“Debenture Buyers”).

    


    The
      Debenture Buyers have requested your signature below to indicate your agreement,
      and the agreement of C&B, that the due date on the Seller Note, and the due
      date on the payment of the Adjusted Balance of the Purchase Price, shall be
      extended until the earlier to occur of either (a) ten (10) months from the
      date
      hereof or (b) such date as Charys has closed upon new equity or debt financing
      of between $175,000.00 and $200,000.00.

     

    
      
        
        

      

      
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    Yours
      truly,

    


    
      	
              Charys
                Holding Company, Inc.

            
	 	 	 
	 	 	 
	
              By:

            	
               

            	 
	
              Billy
                Ray, CEO

            
	
              Date:

            
	 	 	 
	 	 	 
	
              Read
                and Agreed

            
	 	 	 
	
              Crochet
                & Borel Services, Inc.

            
	 	 	 
	 	 	 
	
              By:

            	 	 
	
              Troy
                Crochet, CEO

            
	
              Date:
                8-17-06

            
	 	 	 
	 	 	 
	
              By:

            	 	 
	
              Troy
                Crochet, an individual

            
	
              Date:
                8-17-06

            


    

     

     

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