EMPLOYMENT AGREEMENT
                              --------------------

          I,  MICHAEL  F.  OYSTER,  an  individual ("Executive") residing at 553
Norton  Church  Road,  Hampton, New Jersey, agree to the terms and conditions of
employment  with  CHARYS HOLDING COMPANY INC., a Delaware corporation located at
1117  Perimeter  Center  West,  Suite  N-415, Atlanta, GA 30338 ("Company"), set
forth in this Employment Agreement ("Agreement").

          1.     TERM  OF  EMPLOYMENT.  My employment under this Agreement shall
commence on February 1, 2006 and shall end on the third anniversary of that date
(Expiration  Date),  or  such  earlier date on which my employment is terminated
under  Section  5  of  this Agreement. On each anniversary of my commencement of
employment  under  this Agreement, the Expiration Date shall be extended for one
year  unless  the  Company  notified  me  at  least thirty (30) days before that
anniversary  that  it was not extending this Agreement. If the Company continues
to  employ  me  beyond  the  Expiration  Date  without  entering  into a written
agreement  extending  the  term  of  this Agreement, except as provided in a new
written  employment  agreement  between  the Company and me, all obligations and
rights under this Agreement shall prospectively lapse as of the Expiration Date,
except  the  Company's  ongoing  indemnification  obligation under Section 4, my
confidentiality,  etc.  obligations  under Section 6, and our mutual arbitration
obligations  under  Section  8, and I thereafter shall be an at-will employee of
the  Company.

          2.     NATURE  OF  DUTIES.  I  shall  be  the Company's Vice President
Business Development. I shall also be the Chief Executive Officer ("CEO') of the
Company's  technology based subsidiary Charys Technology Group ("CTG"). As such,
I  shall  have  the  responsibilities set forth in APPENDIX A.  I agree that the
Company  may  alter my duties from time to time. I shall devote my full business
time  and  effort to the performance of my duties for the Company, which I shall
perform  faithfully  and  to  the  best of my ability. I shall be subject to the
Company's  policies,  procedures  and approval practices, as generally in effect
from  time to time. Notwithstanding the foregoing or any other provision of this
Agreement, it shall not be a breach or violation of this Agreement for me to (i)
serve  on  corporate  (subject  to  approval  of the Board), civic or charitable
boards  or  committees,  (ii)  deliver lectures, fulfill speaking engagements or
teach  at  educational  institutions,  or  (iii) manage personal investments and
endeavors,  so  long  as  such activities do not significantly interfere with or
significantly detract from the performance of my responsibilities to the Company
in  accordance  with  this  agreement.

          3.     PLACE OF PERFORMANCE.  I shall be based at the Company's office
in Atlanta Georgia, except for required travel on the Company's business.

          4.     COMPENSATION  AND  RELATED  MATTERS.


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               (a)     BASE  SALARY.  The Company shall pay me base salary at an
annual  rate  as determined by APPENDIX B attached hereto, with such base salary
payable  in  installments consistent with the Company's normal payroll schedule,
subject  to  applicable  withholding  and  other  taxes.

                    (i)     Notwithstanding  the  foregoing  and  subject to the
conditions  set  forth  in  subsection (ii) of this paragraph, it shall not be a
default  of this Agreement if the Company fails to pay all or any portion of the
amounts  due  hereunder.  Amounts  unpaid  under  this  Section  are hereinafter
referred  to  as  "Deferred  Compensation".

                    (ii)     I  agree  that  in  order  for the Company to be in
default  of  this Section for failure to pay my Base Salary, I shall be required
to  give  the Company written notice and the Company shall have 90 days to cure.

               (b)     DISCRETIONARY  BONUSES.  I  shall be eligible for bonuses
and  other  incentive  compensation under bonus and incentive compensation plans
generally available to other similarly situated Company executives.

               (c)     STOCK  OPTIONS.  As  of the commencement of my employment
under  this  Agreement, I shall release the Company from its obligation to issue
me  the  fifty  thousand  (50,000)  shares  of  common stock I am entitled to in
connection  with my resignation from the Board of Directors of the Company and I
shall  be granted an incentive stock option ("Option") to purchase three hundred
thousand  (300,000) shares of the Company's common stock at its then fair market
value.   The  Option  shall  be immediately vested and exercisable.   The Option
shall be subject to all terms of the stock option plan under which it was issued
and  the  option  agreement  between  me  and the Company evidencing the Option.

               (d)     STANDARD  BENEFITS.  During  my  employment,  I  shall be
entitled  to  participate  in all employee benefit plans and programs, including
paid  vacations,  to  the  same  extent  generally  available to other similarly
situated  Company  executives,  in  accordance with the terms of those plans and
programs.  The Company shall have the right to terminate or change any such plan
or  program  at  any  time.

               (e)     SPECIAL  BENEFITS.

                    (i)     Automobile.   During  the  Term  of  Employment, the
                            ----------
Company  shall,  at  the  Company's  election, either (i) pay to the Executive a
non-accountable  automobile  allowance  of  $500  per  month or (ii) provide the
Executive  with a mid-size automobile (which initially shall be new and shall be
replaced  not  less  frequently  than  every three (3) years), and reimburse the
Executive  for  the  costs of gasoline, oil, repairs, maintenance, insurance and
other  expenses  incurred  by  Executive by reason of the use of the automobile.


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               (f)     INDEMNIFICATION.   The  Company  shall  extend  to me the
same  indemnification  arrangements as are generally provided to other similarly
situated Company executives, including after termination of my employment.

               (g)     EXPENSES.  I  shall  be  entitled  to  receive  prompt
reimbursement  for  all  reasonable and customary travel and business expenses I
incur  in  connection with my employment, but I must incur and account for those
expenses  in  accordance  with  the  policies  and procedures established by the
Company.

               (h)     SARBANES-OXLEY  ACT LOAN PROHIBITION.  To the extent that
any  Company benefit, program, practice, arrangement, or this Agreement would or
might  otherwise  result  in my receipt of an illegal loan ("Loan"), the Company
shall  use  reasonable efforts to provide me with a substitute for the Loan that
is lawful and of at least equal value to me. If this cannot be done, or if doing
so  would  be  significantly more expensive to the Company than making the Loan,
the Company need not make the Loan to me or provide me substitute for it.

          5.     TERMINATION.

     (a)     RIGHTS  AND  DUTIES.  If  my  employment  is terminated, I shall be
entitled to the amounts or benefits shown on the applicable row of the following
table, subject to the balance of this Section 5. The Company and I shall have no
further  obligations to each other, except the Company's ongoing indemnification
obligation  under  Section 4, my confidentiality, etc. obligations under Section
6,  and  our  mutual arbitration obligations under Section 8, or as set forth in
any written agreement I subsequently enter into with the Company.

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DISCHARGE      Payment  or  provision  when  due  of (1) any unpaid base salary,
FOR CAUSE      expense  reimbursements,  and  vacation  days  accrued  prior  to
               termination of employment, and (2) other unpaid vested amounts or
               benefits  under  Company  compensation,  incentive,  and  benefit
               plans.
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DISABILITY     Same  as  for  "Discharge  for Cause" EXCEPT that I also shall be
               potentially  eligible  for disability benefits under any Company-
               provided  disability  plan  in  which  I  then  participate.
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DISCHARGE      Same  as  for  "Discharge for Cause" EXCEPT that, in exchange for
OTHER THAN     my  execution  of  a  release in accordance with this section, my
FOR CAUSE OR   Base  Salary,  but  not my employment, shall continue through for
DISABILITY     one (1) year regardless of the remaining term of this Agreement.
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RESIGNATION
               Same as for "Discharge for Cause."

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DEATH          Same  as  for "Discharge for Cause" EXCEPT that payments shall be
               made to my legal representative

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EXPIRATION
OF             Same as for "Discharge for Cause."
AGREEMENT
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CHANGE OF      Payment  or  provision  when  due  of (1) any unpaid base salary,
CONTROL        expense  reimbursements,  and  vacation  days  accrued  prior  to
               termination  of  employment,  (2)  other unpaid vested amounts or
               benefits  tinder  Company  compensation,  incentive,  and benefit
               plans (3) pay to the Executive on the termination date a lump sum
               payment equal to three (3) times Base Salary as of the date of my
               resignation  resulting  from  the  Change  in Control and (4) all
               stock  options  previously granted to Employee shall become fully
               vested  and  immediately  exerciseable.
--------------------------------------------------------------------------------

               (b)     DISCHARGE  FOR  CAUSE.  The  Company  may  terminate  my
employment  at  any  time  if  it  believes  in  good faith that it has Cause to
terminate me "Cause" shall include, but not be limited to:

                    (i)     my refusal to follow the Company's lawful directions
or my material failure to perform my duties (other than by reason of physical or
mental  illness,  injury, or condition), in either case, after I have been given
notice of my default and a 10 day opportunity to cure my default;

                    (ii)     my  failure  to  comply  with  Company  policies;

                    (ii)     my  engaging  in conduct that is or may be unlawful
or  disreputable,  to the possible detriment of the Company and its subsidiaries
n;

                    (iii)    my  becoming  insolvent  or filing for bankruptcy;


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<PAGE>
                    (iv)     my seeking, exploring, or accepting a position with
another  business enterprise or venture without the Company's written consent at
any time more than 90 days before the Expiration Date; or

                    (v)     my engaging in activities on behalf of an enterprise
which  competes  or plans to compete with the Company or any of its subsidiaries
or  affiliates.

If  my  employment  ends  for any reason other than discharge by the Company for
Cause,  but  at a time when the Company had Cause to terminate me (or would have
had  Cause  if it then knew all relevant facts), my termination shall be treated
as  a  discharge  by  the  Company  for  Cause.

               (c)     TERMINATION  FOR  DISABILITY.  Except  as  prohibited  by
applicable  law,  the  Company  may  terminate  my  employment  on  account  of
Disability,  or  may transfer me to inactive employment status, which shall have
the  same  effect  under  this  Agreement  as  a  termination  for  Disability.
"Disability"  means  a  physical  or  mental  illness, injury, or condition that
prevents  me  from  performing  my  duties  with reasonable accommodations for a
period of 30 consecutive days or 60 days in any one year period.

               (c)     DISCHARGE  OTHER  THAN  FOR  CAUSE  OR  DISABILITY.  The
Company  may  terminate  my  employment  at any time for any reason, and without
advance  notice.  If  I  am terminated by the Company other than for Cause under
Section  5(b)  or  for  Disability  under  Section 5(c), I will only receive the
special benefits provided for a non-Cause discharge under Section 5(a) if I sign
a  general  release  form  furnished to me by the Company (which may include any
provision  customary  in  formal  settlement  agreements  and  general releases,
including  such  things as my release of the Company and all conceivably related
persons  or  entities  ("affiliates")  from  all  known  and  unknown claims, my
covenant  never  in  the  future to pursue any released claim, my promise not to
solicit  current  or  former  customers, employees, suppliers or, to the fullest
extent  lawful,  engage  in business activities that compete with the Company or
any  affiliate,  or  disclose  or  use  any of their proprietary or trade secret
information) within 60 days after my employment ends (or within 60 days after an
arbitrator  determines that I am entitled to such payments if I sign the general
release)  and  I  do not thereafter properly revoke the release. I may resign my
employment  within 60 days after a Change of Control in which event I shall only
receive  the special benefits provided for a Non-Cause Discharge Due to a Change
of  Control  under  Section  5(a).

               (d)     RESIGNATION.  I  promise  not  to  resign  my  employment
before  the  Expiration Date without giving the Company at least 30 days advance
written  notice.   If  I  resign,  I shall only receive the payments required by
Section  5A  and the Company may accept my resignation effective on the date set
forth  in  my  notice  or  any  earlier  date.


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<PAGE>
               (e)     DEATH.   If  I  die  while employed under this Agreement,
the  payments required by Section 5(a) in the event of my death shall be made to
my  legal  representative.

               (f)     TRANSFERS TO GROUP MEMBER. My transfer to a subsidiary of
the  Company ("Group Member") shall not be deemed a termination of my employment
under this Agreement if it assumes this Agreement.

               (g)     DISPUTES  UNDER  THIS  SECTION.  All disputes relating to
this Agreement,  including  disputes relating to this section, shall be resolved
by  final  and  binding arbitration under Section 8. For example, if the Company
and  I  disagree as to whether the Company had Cause to terminate my employment,
we  will  resolve  the  dispute  through arbitration; the arbitrator will decide
whether the Company had Cause to terminate me.

               (h)     AMOUNTS  OWED  TO THE COMPANY.  Any amounts payable to me
under  this  section  shall  first  be  applied  to  repay any amounts I owe the
Company.

               (i)     DEFINITION  OF  CHANGE  OF  CONTROL.  Consummation by the
company  of  (x)  a  reorganization,  merger,  consolidation  or  other  form of
corporate  transaction  or  series  of  related transactions, in each case, with
respect  to  which  persons who were the shareholders of the Company immediately
prior  to  such  reorganization, merger or consolidation or other transaction do
not,  immediately  thereafter,  own  more  than 50% of the combined voting power
entitled  to  vote  generally  in  the election of directors of the reorganized,
merged  or  consolidated  company's  then  outstanding  voting  securities,  in
substantially  the same proportions as their ownership immediately prior to such
reorganization,  merger,  consolidation or other transaction, or (y) the sale of
all  or  substantially  all  of  the  assets of the Company; provided that, with
respect  to  this  Section,  a  Change  in  Control  shall not be deemed to have
occurred should any of the contingencies referred to in this Section result from
executed  contractual  agreements  in effect on or before the Commencement Date.

          6.     CONFIDENTIALITY.    I  acknowledge  that as an integral part of
the  Company's  business,  the  Company  has  developed,  and will develop, at a
considerable  investment  of  time and expense, marketing and business plans and
strategies,  procedures,  methods  of  operation  and marketing, financial data,
lists  of  actual  and  potential customers and suppliers, and independent sales
representatives  and related data, technical procedures, engineering and product
specifications,  plans for development and expansion, and other confidential and
sensitive  information,  and  I  acknowledge  that  the Company has a legitimate
business  interest  in  protecting  the  confidentiality  of such information. I
acknowledge  that  I  will  be  entrusted  with  such  information  as  well  as
confidential  information  belonging  to  customers,  suppliers, and other third
parties.

          7.     "TRADE SECRETS" are defined as information, regardless of form,
belonging  to  the Company, licensed by it, or disclosed to it on a confidential
basis  by  its


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<PAGE>
customers,  suppliers,  or  other  third parties, including, but not limited to,
technical  or  nontechnical  data,  formulae,  patterns, compilations, programs,
devices,  methods,  techniques,  drawings,  processes,  financial  data, product
plans,  or  lists  of  actual  or potential customers or suppliers which are not
commonly  known by or available to the public and which information: (i) derives
economic  value, actual or potential, from not being generally known to, and not
being  readily  ascertainable  by  proper means by, other persons who can obtain
economic  value  from  its disclosure or use; and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy.

          8.     "CONFIDENTIAL  INFORMATION"  is  defined  as  information,
regardless of form, belonging to the Company, licensed by it, or disclosed to it
on  a  confidential  basis  by its customers, suppliers, or other third parties,
other  than Trade Secrets, which is material and valuable to the Company and not
generally  known  by  the  public.

          9.     PROMISE  NOT  TO  DISCLOSE.  I promise never to use or disclose
any  Trade  Secret  before  it  has  become  generally known within the relevant
industry  through  no  fault  of  my  own. I agree that this promise shall never
expire.  I  further  promise  that,  while this Agreement is in effect and for 2
years  after  its termination, I will not, without the prior written approval of
the  Company,  use or disclose any Confidential Information before it has become
generally known within the relevant industry through no fault of my own.

          10.     PROMISE  NOT  TO  SOLICIT.  To  prevent  me  from  inevitably
breaking  this  promise, I further agree that, while this Agreement is in effect
and  for  18 months after its termination: (1) as to any customer or supplier of
the  Group  with  whom  I  had  dealings  or  about  whom I acquired proprietary
information  during  my employment, I will not solicit or attempt to solicit (or
assist  others  to  solicit)  the  customer  or supplier to do business with any
person  or entity other than the Group; and (2) I will not solicit or attempt to
solicit  (or  assist  others  to  solicit)  for employment any person who is, or
within the preceding 12 months was, an officer, manager, employee, or consultant
of  the  Group.

          11.     PROMISE  NOT  TO  ENGAGE IN CERTAIN EMPLOYMENT.  I agree that,
while  this  Agreement  is  in effect and for 18 months after its termination, I
will  not  accept  any employment or engage in any activity, without the written
consent  of  the  Company's  Board  of  Directors  if  the  loyal  and  complete
fulfillment  of  my  duties  in  such  employment would inevitably require me to
reveal  or  utilize  Trade  Secrets  or  Confidential Information, as reasonably
determined  by  the  Company's  Board  of  Directors.

          12.     RETURN  OF  INFORMATION.  When  my employment with the Company
ends,  I  will  promptly deliver to the Company, or, at its written instruction,
destroy,  all  documents,  data,  drawings,  manuals,  letters,  notes, reports,
electronic  mail,  recordings, and copies thereof, of or pertaining to it or any
other  Group  member  in  my  possession  or  control.  In  addition,  during my
employment  with  the  Company or the Group and thereafter, I agree to meet with
Company  personnel  and,  based  on  knowledge  or  insights  1 gained during my
employment  with  the  Company  and the Group, answer any question they may have
related  to  the  Company  or  the  Group.


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<PAGE>
          13.     PROMISE TO DISCUSS PROPOSED ACTIONS IN ADVANCE. To prevent the
inevitable  use  or  disclosure  of Trade Secrets or Confidential Information, I
promise that, before I disclose or use Trade Secrets or Confidential Information
and  before  I  commence  employment,  solicitations, or any other activity that
could possibly violate the promises I have just made, I will discuss my proposed
actions  with an attorney for the Company, who will advise me in writing whether
my  proposed  actions  would  violate  these  promises.

          14.     INTELLECTUAL PROPERTY.   Intellectual property (including such
things  as all ideas, concepts, inventions, plans, developments, software, data,
configurations,  materials  (whether  written  or  machine-readable),  designs,
drawings,  illustrations,  and photographs, that may be protectable, in whole or
in  part,  under  any  patent,  copyright,  trademark,  trade  secret,  or other
intellectual  property  law), developed, created, conceived, made, or reduced to
practice  during my Company employment (except intellectual property that has no
relation to the Group or any Group customer that I developed, etc., purely on my
own time and at my own expense), shall be the sole and exclusive property of the
Company,  and  I  hereby  assign  all my rights, title, and interest in any such
intellectual  property  to  the  Company.

          15.     EXECUTION  OF  INNOVATION AGREEMENT.   I agree to the terms of
the  Company's  Assignment  of  Inventions  agreement, which is attached to this
Agreement as Schedule 1, and I promise to execute it contemporaneously with this
Agreement.

          16.     ENFORCEMENT  OF  THIS  SECTION.    Sections 6-13 shall survive
the  termination of this Agreement for any reason. t ; these section's terms are
reasonable  and  necessary  to protect the Company's legitimate interests, these
section's restrictions will not prevent me from earning or seeking a livelihood,
these  section's  restrictions  shall  apply  wherever  permitted by law, and my
violation  of  any  of  thee  section's term would irreparably harm the Company.
Accordingly, I agree that, if I violate any of the provisions of these sections,
the  Company  or  any  Group  member  shall be entitled to, in addition to other
remedies  available  to it, an injunction to be issued by any court of competent
jurisdiction  restraining  me  from committing or continuing any such violation,
without  the  need  to prove the inadequacy of money damages or post any bond or
for  any  other  undertaking.

          17.     NOTICE.

               (a)     TO  THE  COMPANY.  I  will send all communications to the
Company  in  writing,  addressed  as follows (or in any other manner the Company
notifies  me to use): Charys Holding Company, Inc. Attention: Billy V. Ray, Jr.,
Chief  Executive  Officer,  1117  Perimeter  Center  West,  Suite N-415 Atlanta,
Georgia 30338, Fax: (678) 443-2320, Tel.: (678) 443-2300.

               (b)     TO  ME.  All  communications  from  the  Company  to  me
relating to this Agreement must be sent to me in writing at my Company office or
in  any  other  manner  I  notify  the  Company  to  use.


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<PAGE>
               (c)     TIME NOTICE DEEMED GIVEN.  Notice shall be deemed to have
been  given  when  delivered  or,  if  earlier  (1) when mailed by United States
certified  or registered mail, return receipt requested, postage prepaid, or (2)
faxed  with  confirmation  of delivery, in either case, addressed as required in
this  section.

          18.     ARBITRATION  OF DISPUTES. All disputes between the Company and
me  are  to  be resolved by final and binding arbitration in accordance with the
separate  Arbitration  Agreement  attached as Schedule 2 to this Agreement. This
section shall remain in effect after the termination of this Agreement.

          19.     GOLDEN  PARACHUTE  LIMITATION.    I agree that my payments and
benefits under this Agreement and all other contracts, arrangements, or programs
shall  not  in  the  aggregate, exceed the maximum amount that may be paid to me
without  triggering  golden  parachute  penalties under Section 280G and related
provisions  of  the  Internal  Revenue  Code, as determined in good faith by the
Company's  independent  auditors.  If  any  benefits  must  be cut back to avoid
triggering  such  penalties, my benefits shall be cut back in the priority order
designated  by  the  Company.   If an amount in excess of the limit set forth in
this  section  is paid to me, I will repay the excess amount to the Company upon
demand,  with  interest  at  the  rate  provided  for  in Internal Revenue  Code
Section  l274(b)(2)(B).  The Company and I agree to cooperate with each other in
connection  with  any  administrative  or  judicial  proceedings  concerning the
existence  or  amount  of golden parachute penalties with respect to payments or
benefits  I  receive.

          20.     AMENDMENT.  No  provisions  of this Agreement may be modified,
waived,  or  discharged except by a written document signed by a duly authorized
Company  officer  and  me.  Thus, for example, promotions, commendations, and/or
bonuses  shall  not,  by themselves, modify, amend, or extend this Agreement.  A
waiver  of  any  conditions  or provisions of this Agreement in a given instance
shall not be deemed a waiver of such conditions or provisions at any other time.

          21.     INTERPRETATION;  EXCLUSIVE  FORUM.    The  validity,
interpretation,  construction,  and  performance  of  this  Agreement  shall  be
governed by the laws of the state of Georgia (excluding any that mandate the use
of  another  jurisdiction's  laws).  Any  litigation,  arbitration,  or  similar
proceeding  with  respect to such matters only may be brought within that state,
and all parties to this Agreement consent to that state's jurisdiction and agree
that  venue  anywhere  in  that  state  would  be  proper.

          22.     SUCCESSORS.  This  Agreement  shall be binding upon, and shall
inure  to  the benefit of, me and my estate, but I may not assign or pledge this
Agreement  or  any rights arising under it, except to the extent permitted under
the  terms  of the benefit plans in which I participate. Without my consent, the
Company  may  assign this Agreement to any affiliate or successor that agrees in
writing  to  be  bound  by  this  Agreement,  after  which  any reference to the
"Company"  in  this Agreement shall be deemed to be a reference to the affiliate
or  successor,  and  the  Company  thereafter  shall  have  no  further primary,
secondary  or  other responsibilities or liabilities under this Agreement of any
kind.


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<PAGE>
          23.     TAXES.  The  Company  shall  withhold  taxes  from payments it
makes  pursuant  to this Agreement as it determines to be required by applicable
law.

          24.     VALIDITY.  The invalidity or unenforceability of any provision
of  this  Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In the
event  that  a  court of competent jurisdiction determines that any provision of
this Agreement is invalid or more restrictive than permitted under the governing
law  of  such jurisdiction, then only as to enforcement of this Agreement within
the jurisdiction of such court, such provision shall be interpreted and enforced
as  if  it  provided  for the maximum restriction permitted under such governing
law.

          25.     COUNTERPARTS.   This  Agreement may be executed in one or more
counterparts,  each  of which shall be deemed to be an original but all of which
together shall constitute the same instrument.

          26.     ENTIRE  AGREEMENT.  All  oral  or  written  agreements  or
representations,  express or implied, with respect to the subject matter of this
Agreement  are  set  forth  in  this Agreement. However, this Agreement does not
override  other  written agreements I have executed relating to specific aspects
of  my  employment,  such  as  conflicts  of  interest.

          27.     FORMER  EMPLOYERS.  I  am  not  subject  to  any  employment,
confidentiality,  or  other  agreement or restriction that would prevent me from
fully  satisfying  my duties under this Agreement or that would be violated if I
did  so.

          28.     DEPARTMENT  OF HOMELAND SECURITY VERIFICATION REQUIREMENT.  If
I have not already done so, I agree to timely file all documents required by the
Department  of  Homeland Security to verify my identity and my lawful employment
in  the United States. Notwithstanding any other provision of this Agreement, if
I  fail to meet any such requirements promptly after receiving a written request
from  the  Company  to  do  so,  I  agree  that  my  employment  shall terminate
immediately  and  that  I  shall  not  be  entitled to any compensation from the
Company  of  any  type.


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I  ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
RELATING  TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT AND THAT
I  HAVE  ENTERED  INTO  THIS  AGREEMENT  VOLUNTARILY  AND NOT IN RELIANCE ON ANY
PROMISES  OR  REPRESENTATIONS  BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT  ITSELF.

I  UNDERSTAND THAT PAUL, HASTINGS, JANOFSKY & WALKER LLP (PHJ&W) REPRESENTED THE
COMPANY,  NOT  ME,  IN  NEGOTIATING THIS CONTRACT; I WAS REPRESENTED BY SEPARATE
COUNSEL,  TO  THE  EXTENT  PHJ&W  HAS  REPRESENTED  ME,  IS  REPRESENTING ME, OR
REPRESENTS  ME  IN  THE  FUTURE,  I  IRREVOCABLY  WAIVE ANY CONFLICT OF INTEREST
OBJECTIONS  I  MAY  HAVE  TO ITS REPRESENTATION OF THE COMPANY AS TO ANY MATTERS
RELATING  TO  MY  EMPLOYMENT  BY  THE COMPANY, INCLUDING THE NEGOTIATION OF THIS
CONTRACT.

I  FURTHER  ACKNOWLEDGE  THAT  I  HAVE  CAREFULLY  READ  THIS  AGREEMENT, THAT I
UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS
AGREEMENT  WITH  MY  PRIVATE  LEGAL  COUNSEL  AND  HAVE  AVAILED  MYSELF OF THAT
OPPORTUNITY  TO  THE EXTENT I WISHED TO DO SO. I UNDERSTAND THAT BY SIGNING THIS
AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL.
--------------------------------------------------------------------------------

                                             CHARYS  HOLDING  COMPANY  INC.

Date:                                        /s/  Billy V. Ray, Jr.
     -------------                           -----------------------------------
                                             Billy  V.  Ray,  Jr.
                                             Chief  Executive  Officer


                                             EXECUTIVE


Date: 3/7/06                                 /s/ Michael F. Oyster
     -------------                           -----------------------------------
                                             Michael  F.  Oyster


                                       11
<PAGE>
                                   SCHEDULE 1
                                   ----------

                            ASSIGNMENT OF INVENTIONS
                            ------------------------

1.     I  will  promptly disclose in writing to the Company all Inventions.  For
purposes of this Agreement, "Invention" shall mean any discovery, whether or not
patentable,  as  well  as  improvements  thereto,  which  is  conceived or first
practiced  by  me,  alone  or in a joint effort with others, whether prior to or
following  execution of this Agreement, which: (i) may be reasonably expected to
be  used  in  a  product of the Company; (ii) results from work that I have been
assigned as part of my duties as an employee of the Company; (iii) is in an area
of  technology  which  is  the  same as or substantially related to the areas of
technology  with  which  I  am  involved;  (iv)  is useful, or which the Company
reasonably expects may be useful, in any manufacturing or product design process
of  the  Company;  or  (v)  utilizes  any  Confidential  Information.

2.     All  Inventions  developed  while employed by the Company in the scope of
such my employment and duties belong to and are the sole property of the Company
and will be subject to this Agreement. I assign to the Company all right, title,
and  interest  I  may have or may acquire in and to all Inventions. I shall sign
and  deliver  to  the  Company (during and after employment) any other documents
that  the  Company considers reasonably necessary to provide evidence of (i) the
assignment of all of my rights, if any, in any Inventions and (ii) the Company's
ownership  of  such  Inventions.

3.     I  will  assist  the  Company in applying for, prosecuting, obtaining, or
enforcing  any  patent,  copyright, or other right or protection relating to any
Invention,  all  at  the  Company's  expense  but without consideration to me in
excess  of  my  salary  or  wages.  If the Company requires any assistance after
termination  of  my employment, I will be compensated for time actually spent in
providing  that  assistance  at  an hourly rate equivalent to my salary or wages
during  the  last  period  of  employment  with  the  Company.

4.     If  the  Company  is  unable  to  secure  my  signature  "on any document
necessary  to apply for, prosecute, obtain, or enforce any patent, copyright, or
other right or protection relating to any Invention, whether due to my mental or
physical  incapacity  or  any  other  cause,  I hereby irrevocably designate and
appoint  the  Company  and each of its duly authorized officers and agents as my
agent  and attorney-in-fact, to act for and in my behalf to execute and file any
such  document  and  to  do  all  other  lawfully  permitted  acts


<PAGE>
to further the prosecution, issuance, and enforcement of patents, copyrights, or
other  rights  or protections, with the same force and effect as if executed and
delivered  by  me.

EXECUTIVE:                            CHARYS  HOLDING  COMPANY  INC.


/s/ Michael F. Oyster                 Billy V. Ray Jr.
--------------------------------      ------------------------------------------
Signature of Executive                Signature of Authorized Company
                                      Representative

Michael  Oyster                       Bill  V.  Ray,  Jr.
                                      Chief  Executive  Officer

3/7/06
-------------                         --------------
Date                                  Date


                                      -2-
<PAGE>
                                   SCHEDULE 2
                                   ----------

                      MUTUAL AGREEMENT TO ARBITRATE CLAIMS
                      ------------------------------------

          I  recognize  that  differences  may  arise between the Company and me
during  or  following my employment with the Company, and that those differences
may  or  may  not  be  related  to my employment, I understand and agree that by
entering  into  this  Mutual  Agreement  to  Arbitrate  Claims  ("Agreement"), I
anticipate  gaining  the  benefits  of  a  speedy,  impartial, final and binding
dispute-resolution  procedure.

          Except  as  provided  in  this  Agreement, the Federal Arbitration Act
shall  govern  the  interpretation,  enforcement and all proceedings pursuant to
this  Agreement. To the extent that the Federal Arbitration Act is inapplicable,
or  held  not  to require arbitration of a particular claim or claims, state law
pertaining  to  agreements  to  arbitrate  shall  apply.

Claims Covered by the Agreement
-------------------------------

          The Company and I mutually consent to the resolution by arbitration of
all  claims or controversies ("claims"), past, present or future, whether or not
arising  out  of  my  employment (or its termination), that the Company may have
against  me or that I may have against any of the following (1) the Company, (2)
its  officers,  directors,  employees  or  agents  in  their capacity as such or
otherwise, (3) the Company's parent, subsidiary and affiliated entities, (4) the
Company's  benefit  plans  or  the plans' sponsors, fiduciaries, administrators,
affiliates  and  agents,  and/or  (5) all successors and assigns of any of them.

          The  only claims that are arbitrable are those that, in the absence of
this  Agreement,  would  have been justiciable under applicable state or federal
law.  The  claims  covered  by  this  Agreement include, but are not limited to:
claims for wages or other compensation due; claims for breach of any contract or
covenant  (express  or  implied);  tort  claims;  claims  for  discrimination
(including,  but  not  limited  to,  race,  sex,  sexual  orientation, religion,
national origin, age, marital status, physical or mental disability or handicap,
or  medical condition); claims for benefits (except claims under an I benefit or
pension plan that either (1) specifies that its claims procedure shall culminate
in an arbitration procedure different from this one, or (2) is underwritten by a
commercial  insurer  which  decides  claims);  and  claims  for violation of any
federal,  stale,  or  other governmental law, statute, regulation, or ordinance,
except  claims  excluded  in  the section of this Agreement entitled "Claims Not
Covered  By  The  Agreement."

          Except as otherwise provided in this Agreement, both the Company and I
agree  that  neither  of  us  shall  initiate  or  prosecute  any  lawsuit  or
administrative  action (other than an administrative charge of discrimination to
the  Equal  Employment  Opportunity  Commission,  California  Department of Fair
Employment  and  Housing  or  similar  fair  employment  practices agency, or an
administrative  charge  within  the


<PAGE>
jurisdiction  of  the National Labor Relations Board), in any way related to any
claim  covered  by  this  Agreement.

Claims  Not  Covered  by  the  Agreement
----------------------------------------

          Claims for workers' compensation or unemployment compensation benefits
are  not  covered  by  this  Agreement.

          Also  not  covered  are  claims  by the Company or by me for temporary
restraining  orders  or preliminary injunctions ("temporary equitable relief) in
cases  in which such temporary equitable relief would be otherwise authorized by
law.  Such  resort  to temporary equitable relief shall be pending and in aid of
arbitration  only,  and in such cases the trial on the merits of the action will
occur  in  front  of,  and will be decided by, the Arbitrator, who will have the
same  ability  to  order legal or equitable remedies as could a court of general
jurisdiction.

Time Limits for Commencing Arbitration and Required Notice of All Claims
------------------------------------------------------------------------

          The  Company  and  I  agree that the aggrieved party must give written
notice  of  any  claim  to  the  other party no later than the expiration of the
statute  of  limitations  (deadline  for filing) that the law prescribes for the
claim.  Otherwise,  the claim shall be void and deemed waived, I understand that
the aggrieved party is encouraged to give written notice of any claim as soon as
possible  after  the  event  or  events  in  dispute  so that arbitration of any
differences  may  take  place  promptly.

          Written  notice  to the Company, or its officers, directors, employees
or agents, shall be sent to the Company's chief operating officer or chief legal
officer  or person with similar authority at the Company's then-current address.
I  will  be  given  written  notice at the last address recorded in my personnel
file.

          The  written  notice  shall  identify  and  describe the nature of all
claims  asserted,  the  facts upon which such claims are based and the relief or
remedy  sought.  The  notice  shall  be  sent to the other party by certified or
registered  mail,  return  receipt  requested.

Representation
--------------

          Any  party  may  be represented by an attorney or other representative
selected  by  the  party.

Discovery
---------

          Each  party  shall have the right to take depositions of up to 10 fact
witnesses  and  any  expert witness designated by another party. Each party also
shall  have  the right to make requests for production of documents to any party
and  to  subpoena


                                     -2-
<PAGE>
documents  from  third parties. Requests for additional discovery may be made to
the  Arbitrator selected pursuant to this Agreement. The Arbitrator may grant an
order  for  such requested additional discovery if the Arbitrator finds that the
party  requires  it  to  adequately  arbitrate  a claim, taking into account the
parties'  mutual  desire  to  have  a  fast,  cost-effective  dispute resolution
mechanism.

Designation  of  Witnesses
--------------------------

          At  least  30  days  before the arbitration, the parties must exchange
lists  of  witnesses, including any experts, and copies of all exhibits intended
to  be  used  at  the  arbitration.

Subpoenas
---------

          Each  party  shall  have the right to subpoena witnesses and documents
for  the  arbitration  as  well  as  documents  relevant  to the case from third
parties.

Arbitration  Procedures
-----------------------

          The  arbitration  will  be  held  under  the  auspices of a sponsoring
organization,  either  the  American Arbitration Association ("AAA") or Judicial
Arbitration  &  Mediation  Services,  with  the  designation  of  the sponsoring
organization to be made by the party who did not initiate the claim.

          The  Company  and  I agree that, except as provided in this Agreement,
the  arbitration  shall  be  in  accordance  with  the sponsoring organization's
then-current  employment  arbitration  rules/procedures. The Arbitrator shall be
either  a retired judge, or an attorney who is experienced in employment law and
licensed  to practice law in the state in which the arbitration is convened (the
"Arbitrator").  The  arbitration shall take place in or near the city in which I
am  or  was  last  employed  by  the  Company.

          The  Arbitrator  shall  be  selected  as  follows.  The  sponsoring
organization  shall give each party a list of eleven (11) arbitrators drawn from
its  panel  of  employment  dispute  arbitrators. Each party shall have ten (10)
calendar days from the postmark date on the list to strike all names on the list
it  deems  unacceptable.  If  only  one  common name remains on the lists of all
parties, that individual shall be designated as the Arbitrator. If more than one
common name remains on. the lists of all parties, the parties shall strike names
alternately  from the list of common names until only one remains, The party who
did  not  initiate the claim shall strike first. If no common name exists on the
lists  of  all  parties, the sponsoring organization shall furnish an additional
list of eleven (11) arbitrators from which the parties shall strike alternately,
with the party initiating the claim striking first, until only one name remains.
That  person  shall  be  designated  as  the  Arbitrator.


                                     -3-
<PAGE>
          The  Arbitrator  shall  apply  the  substantive  law  (and  the law of
remedies,  if applicable) of the state in which the claim arose, or federal law,
or  both,  as  applicable  to  the  claim(s) asserted. The Arbitrator is without
jurisdiction  to  apply  any  different  substantive law or law of remedies. The
Federal  Rules  of  Evidence  shall  apply.  The Arbitrator shall have exclusive
authority  to resolve any dispute relating to the interpretation, applicability,
enforceability  or formation of this Agreement, including but not limited to any
claim  that  all  or  any  part  of  this  Agreement  is  void  or voidable. The
arbitration  shall  be final and binding upon the parties, except as provided in
this  Agreement.

          The Arbitrator shall have jurisdiction to hear and rule on pre-hearing
disputes  and  is  authorized to hold pre-hearing conferences by telephone or in
person,  as  the  Arbitrator  deems  advisable.  The  Arbitrator  shall have the
authority  to entertain a motion to dismiss and/or a motion for summary judgment
by  any  party  and  shall  apply the standards governing such motions under the
Federal  Rules  of  Civil  Procedure.

          Either  party,  at  its expense, may arrange for and pay the cost of a
court reporter to provide a stenographic record of proceedings.

          Should  any  party refuse or neglect to appear for, or participate in,
the  arbitration  hearing, the Arbitrator shall have the authority to decide the
dispute  based  upon  whatever  evidence  is  presented.

          Either  party,  upon  request  at the close of hearing, shall be given
leave  to  file  a post-hearing brief. The time for filing such a brief shall be
set  by  the  Arbitrator.

          The  Arbitrator  shall render an award and written opinion in the form
typically rendered in labor arbitrations no later than thirty (30) days from the
date the arbitration hearing concludes or the post-hearing briefs (if requested)
are  received,  whichever  is  later.  The opinion shall include the factual and
legal  basis  for  the  award.

          Either party shall have the right, within twenty (20) days of issuance
of  the Arbitrator's opinion, to file with the Arbitrator a motion to reconsider
(accompanied  by a supporting brief), and the other party shall have twenty (20)
days  from  the  date  of  the motion to respond. The Arbitrator thereupon shall
reconsider  the  issues  raised  by  the motion and, promptly, either confirm or
change  the  decision, which (except as provided by law) shall then be final and
conclusive  upon  the  parties.

Arbitration  Fees  and  Costs
-----------------------------

          The Company will be responsible for paying any filing fee and the fees
and  costs  of  the  Arbitrator;  provided,  however,  that  if  I  am the party
initiating  the  claim,  I  will contribute an amount equal to the filing fee to
initiate a claim in the court of general jurisdiction in the state in which I am
(or  was  last)  employed by the Company. Each party shall pay for its own costs
and  attorneys'  fees,  if  any.  However,  if  any  party


                                     -4-
<PAGE>
prevails on a statutory claim which affords the prevailing party attorneys' fees
and  costs,  or  if  there  is a written agreement providing for attorneys' fees
and/or  costs,  the Arbitrator may award reasonable attorneys' fees and/or costs
to  the  prevailing party, applying the same standards a court would apply under
the  law  applicable  to  the  claim(s).

Judicial  Review
----------------

          Either  party  may  bring  an  action  in  any  court  of  competent
jurisdiction  to  compel  arbitration  under  this  Agreement  and to enforce an
arbitration  award.

Interstate  Commerce
--------------------

          I  understand  and  agree  that the Company is engaged in transactions
involving  interstate  commerce.

Requirements  for  Modification  or  Revocation
-----------------------------------------------

          This  Agreement  to  arbitrate  shall  survive  the  termination of my
employment  and  the  expiration  of any benefit plan. It can only be revoked or
modified  by  a writing signed by both the Company's Chief Executive Officer and
me which specifically states an intent to revoke or modify this Agreement.

Sole  and  Entire  Agreement
----------------------------

          This  is  the  complete  agreement  of  the  parties on the subject of
arbitration of disputes (except for any arbitration agreement in connection with
any  pension  or  benefit  plan).  This  Agreement  supersedes  any  prior  or
contemporaneous  oral  or  written  understandings  on  the subject. No party is
relying  on  any representations, oral or written, on the subject of the effect,
enforceability or meaning of this Agreement, except as specifically set forth in
this  Agreement.

Construction
------------

          If any provision of this Agreement is adjudged to be void or otherwise
unenforceable,  in  whole  or  in  part,  such adjudication shall not affect the
validity of the remainder of the Agreement. All other provisions shall remain in
full  force  and  effect.

Consideration
-------------

          The promises by the Company and by me to arbitrate differences, rather
than litigate them before courts or other bodies, provide consideration for each
other.

Voluntary  Agreement
--------------------

          I  ACKNOWLEDGE  THAT  I  HAVE  CAREFULLY  READ  THIS AGREEMENT, THAT I
UNDERSTAND  ITS  TERMS,  THAT  ALL


                                     -5-
<PAGE>
UNDERSTANDINGS  AND  AGREEMENTS  BETWEEN  THE  COMPANY  AND  ME  RELATING TO THE
SUBJECTS  COVERED  IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED
INTO  THE  AGREEMENT  VOLUNTARILY  AND  NOT  IN  RELIANCE  ON  ANY  PROMISES  OR
REPRESENTATIONS  BY  THE  COMPANY  OTHER  THAN THOSE CONTAINED IN THIS AGREEMENT
ITSELF.

          I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO
A  JURY  TRIAL.

                                                              Employee initials:


                                                              ------------------

          I  FURTHER  ACKNOWLEDGE  THAT  I  HAVE  BEEN  GIVEN THE OPPORTUNITY TO
DISCUSS  THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF
THAT  OPPORTUNITY  TO  THE  EXTENT  I  WISH  TO  DO  SO.


EXECUTIVE:                           CHARYS  HOLDING  COMPANY  INC.


/s/ Michael Oyster                   /s/ Bill V. Ray, Jr.
-------------------------------      -------------------------------------------
Signature  of  Executive             Signature  of  Authorized  Company
                                     Representative

Michael  Oyster                      Bill V. Ray, Jr.
                                     Chief Executive Officer

3/7/06
-----------                          ----------------
Date                                 Date


                                     -6-
<PAGE>
                                   APPENDIX A
                                   ----------

DUTIES AND PRIORITES:
---------------------

          A.   Holding Company Oversight Duties
               --------------------------------

     -    Implement and Monitor Holding Company initiatives at the subsidiary
          level.
     -    Coordinate the achievement of subsidiary annual operating plan
          objectives.

          B.   Subsidiary Coordination Responsibilities
               ----------------------------------------

     -    Identify cross selling opportunities between subsidiaries.
     -    Over see the implementation of cross selling opportunities
          between subsidiaries.
     -    Identify and foster best practices to increase the sales
          effectiveness across subsidiaries focusing on customer intimacy.
     -    Monitor  organic  growth  opportunities  within  the Platform Groups.

          C.   Technology Group Duties
               -----------------------

     -    Provide strategic development leadership, and oversight, as Chief
          Executive Officer ("CEO") of Charys Technology Group("CTG").

     -    Establish annual and long range goals for CTG with acceptance by
          Charys CEO

     -    Provide periodic reporting of results, execute required actions
          to achieve goals and develop strategic initiatives for growth
          consistent with Charys strategic plan.

     -    Identifying  acquisition  targets  for  CTG

     -    Managing  integration  of  acquisitions  for  CTG.

     -    Management  of  CTG  Platform  when  developed

          D.   Business Development Duties
               ---------------------------

     -    Managing the Acquisition Process for all Charys acquisitions
          including Pipeline Table.

     -    Manage the development and implementation of Special Transactions
          such as Joint Ventures.


                                     -7-
<PAGE>
                                   APPENDIX B
                                   ----------

                                   BASE SALARY

Base annual salary for the period September 1, 2005 through December 15, 2005 is
$80.000.

Base annual salary starting December 15, 2005 will be $200,000.

                             PAYMENT OF BASE SALARY

Effective  February  1, 2006 Executive will be paid at an annual rate of $80,000
or $3,333,33 semi monthly on the 15th and last day of each month.

                              DEFERRED COMPENSATION

The  following  Deferred  Compensation will be paid, over an agreed to schedule,
subject  to  the  Barbican  financing  closes  at  Method IQ, or other similarly
financing  the  or  Company  becomes  cash  flow  positive:

     1.   Compensation for the period September 1, 2005 through December
          15, 2005 of $23,333.33.

     2.   Compensation for the period from December 15, 2005 through
          January 31, 2006 of $25,000.00.

     3.   Retro adjustment back to February 1, 2006 increasing the
          Executives base annual salary from $80,000 to $200,000.


                                      -8-