CONSENT
      AND AMENDMENT TO INDENTURE




THIS
      CONSENT AND AMENDMENT TO INDENTURE (this “Amendment”) is entered into as of July
      ___, 2007, by and among CHARYS HOLDING COMPANY, INC., a Delaware Corporation
      (the “Company”), the GUARANTORS as defined herein (the “Guarantors”), THE BANK
      OF NEW YORK CORPORATE TRUST COMPANY, N.A., a national banking association,
      as
      Trustee (the “Trustee”), and the HOLDERS of the 8.75% Senior Convertible Notes
      due 2012 described below (the “Holders”).




WHEREAS,
      the Company, the Guarantors and the Trustee are parties to that certain
      Indenture dated February 16, 2007, pursuant to which the Company has issued
      to
      the Holders $175,000,000 principal amount of 8.75% Senior Convertible Notes
      due
      2012; and that certain Indenture dated March 8, 2007, pursuant to which the
      Company has issued to the Holders $26,250,000 principal amount of 8.75% Senior
      Convertible Notes due 2012 (both of such Indentures being collectively referred
      to as the “Indenture”); and




WHEREAS,
      the Indenture contains provisions restricting the amount of Indebtedness that
      can be incurred by the Company and the Subsidiaries; and




WHEREAS,
      the Indenture contains a definition of “Existing Secured Indebtedness”;
      and




WHEREAS,
      the Company has refinanced its Series D preferred stock in exchange for
      Subordinated Unsecured Convertible Notes in an aggregate amount of $15,037,278,
      pursuant to that certain Securities Exchange Agreement dated as of April 30,
      2007, by and among the Company and the investors listed on the Schedule of
      Investors attached thereto, all more fully described in a Form 8-K filed by
      the
      Company with the Securities and Exchange Commission on May 24, 2007 (the “Series
      D Transaction”); and




WHEREAS,
      all capitalized terms used herein shall have the same meanings ascribed to
      those
      terms as defined in the Indenture and the Series D Transaction, unless the
      context requires otherwise; and




WHEREAS,
      pursuant to the terms of the Indenture, the Series D Transaction and the
      amendment described herein require the consent of the Trustee and the Holders;
      and




WHEREAS,
      the Trustee and the Holders are willing to grant such consent subject to the
      terms and conditions of this Amendment;




NOW,
      THEREFORE, for good and valuable consideration, the receipt, adequacy and
      sufficiency of which are hereby acknowledged, the parties hereto do hereby
      agree
      as follows:




1.           Amendment.  The
      definition of Existing Secured Indebtedness in Section 1.1 of the Indenture,
      is
      amended to read in its entirety as follows:




“Existing
      Secured Indebtedness” means Secured Indebtedness existing as of the date hereof
      and identified on Schedule A to this Indenture and such Secured
      Indebtedness as may, following the Issue Date be obtained in order to refinance
      or otherwise replace such identified Secured Indebtedness, in the same or lesser
      amounts as the amounts identified in said schedule and outstanding as of the
      Issue Date (or in the case of a revolving credit facility, the maximum principal
      amount which may be borrowed from time to time under such facility) but, in
      any
      case, only to the extent the terms thereof expressly require subordination
      of
      the Securities.




2.           Consent.  Notwithstanding
      anything contained to the contrary in the Indenture, the Trustee and the Holders
      do hereby consent to the issuance by the Company of the Subordinated Unsecured
      Convertible Notes described in the Series D Transaction.  The Trustee
      and the Holders do hereby agree that the Indenture shall be deemed to be amended
      in all respects in order to permit the Series D Transaction.




3.           Effect
      of this Amendment.  The parties hereto understand that in order
      for this Amendment to become effective, only Holders of a majority of the
      aggregate principal amount of the Notes currently outstanding ($201,250,000)
      must execute this Amendment.  If this Amendment becomes operative, all
      Holders will be bound thereby notwithstanding the fact that all of the Holders
      did not consent to this Amendment.




1


4.           Ratification
      and Republication.  Except as amended by this Amendment, the
      parties do hereby ratify and republish the Indenture which, as amended hereby,
      remains in full force and effect.




5.           Representations
      and Warranties of the Parties.  Each of the Company and the
      Guarantors hereby represent and warrant that (a) it has all requisite power
      and
      authority to execute and deliver this Amendment, and (b) no Event of Default
      exists under the Indenture or will exist after giving effect to the amendments
      effected by this Amendment.  The Company has delivered to the Trustee
      an Officers’ Certificate and an Opinion of Counsel as required by Sections 13.4
      and 13.5 of the Indenture.




6.           Incorporation
      by Reference.  The attachment to this Amendment referred to or
      included herein constitutes an integral part to this Amendment and is
      incorporated into this Amendment by this reference.




7.           Binding
      Effect.  This Amendment shall be binding upon and shall inure to
      the benefit of the parties hereto and their respective successors and
      assigns.




8.           Counterparts.  This
      Amendment may be executed in two or more counterparts (delivery of which may
      occur via facsimile or as an attachment to an electronic mail message in “PDF”
or similar format), each of which shall be binding as of the date first written
      above, and, when delivered, all of which shall constitute one and the same
      instrument.  This Agreement, to the extent signed and delivered by
      means of a facsimile machine or as an attachment to an electronic mail message
      in “PDF” or similar format, shall be treated in all manner and respects as an
      original agreement or instrument and shall be considered to have the same
      binding legal effect as if it were the original signed version thereof delivered
      in person.




9.           Governing
      Law.  This Amendment shall be governed by and construed and
      enforced in accordance with the internal laws of the State of New York without
      reference to New York choice of law rules.






*[Signatures
      Follow on Next Page]*


2




IN
      WITNESS WHEREOF, the Company, the Guarantors, the Trustee, and the Holders
      have
      caused this Amendment to be duly executed as of the date first written
      above.





COMPANY:
            
            TRUSTEE:CHARYS
                HOLDING COMPANY, INC.
            
            THE
                BANK OF NEW YORK CORPORATE TRUST COMPANY, N.A.By
            
            
            ByBilly
                V. Ray, Jr., Chief Executive Officer
            
            
            
            ,








GUARANTORS:CROCHET
                & BOREL SERVICES, INC.
            
            COTTON
                HOLDINGS 1, INC.By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:C&B
                HOLDINGS, INC.
            
            COTTON
                TELECOM, INC.By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:COMPLETE
                TOWER SOURCES INC.
            
            MITCHELL
                SITE ACQUISITION, INC.By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:LFC,
                INC.
            
            VIASYS
                NETWORK SERVICES, INC.By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:




3





VIASYS
                SERVICES, INC.
            
            AYIN
                TOWER MANAGEMENT SERVICES, INC.By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:COTTON
                COMMERCIAL USA, L.P.
            
            COTTON
                RESTORATION OF CENTRALBy:
                Cotton USA GP, LLC, its General Partner
            
            TEXAS,
                LPBy:  CCI-GP,
                LLC, its General PartnerBy:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:





HOLDERS:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:


4





HOLDERS:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:








Attachment:


Attachment
      A – Existing Secured Indebtedness


5


**Schedule
      A**


**Existing
      Secured Indebtedness**




$35,000,000
      Secured Revolving Credit Facility dated August 28, 2006 extended by New Stream
      Commercial Finance, LLC to and allocated among Subsidiaries of the Company
      initially as set forth below.  The Company may amend the foregoing
      $35,000,000 Secured Revolving Credit Facility to re allocate the amounts
      applicable among the Subsidiaries set forth below as it deems in the best
      interest of the Company and the Subsidiaries:




**Subsidiary**
            
            **Amount**Cotton
                Companies
            
            $
            25,000,000Ayin
                Tower Management Services Inc.
            
            
            2,000,000Viasys
                Services Inc. and/or Viasys Network Services, Inc.
            
            
            3,000,000Digital
                Communication Services Inc.
            
            
            1,000,000Mitchell
                Site Acquisition Services Inc.
            
            
            3,000,000LFC,
                Inc.
            
            
            1,000,000Total
            
            $
            35,000,000







$14,000,000
      Secured Revolving Credit Facility, dated November 8, 2006, extended by New
      Stream to between Ayin Tower Management Services, Inc. (a
      Subsidiary).  The current outstanding balance under this credit
      facility is approximately $6,400,000, which is payable on November 8,
      2008.




4.74%
      Promissory Note, in the principal amount of $77,932,514.15, made by the Company
      in favor of Troy Crochet and payable on January 31, 2009.  Following
      the closing of the Units and the repayment of $19,000,000 of such indebtedness
      from the proceeds of the sale of the Units, there will be $58,932,514.15 of
      unpaid principal amount outstanding under the Promissory Note.




5%
      Secured Promissory Note, in the principal amount of $5,250,000, made by the
      Company to Rock Creek Equity Holdings, LLC and J. Alan Shaw, payable January
      31,
      2007.  The current outstanding balance under this credit facility is
      approximately $950,000, which will be repaid from the proceeds of the sale
      of
      the Units.




Secured
      Promissory Note, in the principal amount of up to $2,000,000, made by Method
      IQ,
      Inc. to CAPCO Financial Company (“CAPCO”), a division of Greater Bank
      N.A.




Secured
      Promissory Note, in the principal amount of up to $3,000,000, made by CCI
      Telecom, Inc. to CAPCO.




Secured
      Promissory Note, in the principal amount of up to $2,400,000, made by Complete
      Tower Sources Inc. to the Whitney National Bank.




Secured
      Promissory Note, in the principal amount of up to $1,000,000, made by Digital
      Communications Services, Inc. to Wachovia National Bank.




10%
      Subordinated Convertible Debenture, in the principal amount of $1,052,632,
      made
      by the Company to Imperium Partner Group.