OPTION TO PURCHASE STOCK AGREEMENT

     This  Option  to  Purchase  Stock  Agreement  (the "Agreement") is made and
entered  into  as  of  the  18th day of May, 2004, by and between Charys Holding
Company,  Inc.,  a  Delaware  corporation located at 1117 Perimeter Center West,
Suite N 415, Atlanta Georgia 30338 (the "Optionee"), J. F. Carter & Co., Inc., a
North  Carolina  corporation  located  at 40871 Ridenhour Road, Richfield, North
Carolina  (the "Company"), and Joe F. Carter and his wife, Carol F. Carter, both
residents  of  North  Carolina  (the  "Optionors").


                                   WITNESSETH:

     WHEREAS, Optionors own or control all of the issued and outstanding shares,
beneficial  ownership,  or  other  indicia  of  ownership  of  the  Company; and

     WHEREAS,  Optionee  desires  to  purchase  an  option  from  Optionors, and
Optionors  desire  to  sell,  transfer  and  convey to the Optionee an option to
purchase all control and ownership of the Company, upon the terms and conditions
provided  by  this  Agreement;

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
covenants  and  agreements  herein  set  forth,  and for other good and valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of  which  are hereby
acknowledged,  the  parties  hereto,  each intending to be legally bound, hereby
covenant  and  agree  as  follows:


                                    ARTICLE I

                            OPTION TO PURCHASE SHARES

     Section 1.1    Option  to Purchase.  Optionors  hereby grant to Optionee an
     ----------------------------------
option  (the  "Option") to purchase and accept from Optionors at the Closing (as
defined  below),  on  the  terms and subject to the conditions set forth in this
Agreement,  all  of  Optionors'  control, stock, beneficial ownership, and other
indicia  of  ownership  of the Company, which Optionors agree to sell, transfer,
assign,  convey and deliver to the Optionee at the Closing free and clear of all
liens,  pledges,  and  encumbrances  of  every  kind.

     Section 1.2    Consideration.  In  return  for  the  grant of the Option to
     ----------------------------
purchase control, stock, beneficial ownership, and other indicia of ownership of
the  Company,  the  Optionee  agrees,  subject  to  the  terms,  conditions  and
limitations  set  forth in this Agreement, to pay to Optionors in the sum of Ten
U.S.  Dollars  (U.S.  $10.00),  the  "Consideration."

     Section 1.3    Term.  The period during which the Optionee may exercise the
     -------------------
Option  shall


<PAGE>
begin  on  the  Date  hereof  and  shall  continue until 11:55 p.m. on the third
anniversary  hereof  (the  "Option  Period").

     Section 1.4    Exercise  of  Option;  Purchase  Price.  The  Optionee  may
     -----------------------------------------------------
exercise  the  Option  during  the  Option  Period  by  giving written notice to
Optionors  in  the manner described in Section 1.5 hereto. The Optionee will pay
to  Optionors  at  closing  an amount (the "Option Purchase Price") equal to the
                                            ---------------------
fair  market  value  of the Shares held by Seller at such time, such value to be
mutually agreed upon by the parties but in no case to be less than the cash flow
of  the  Company  for the twelve (12) months ended before the date of the notice
increased  by  a multiplier of two (2). The Optionee will pay the full amount of
the  Option  Purchase  Price  at  closing,  in  cash,  stock  of Optionee and/or
Promissory  Note  as  agreed  by  the  parties.

     Section 1.5    Exercise of Option and Closing.  The Optionee, in accordance
     ---------------------------------------------
with the terms and conditions of this Agreement, shall give not less than thirty
(30)  days  prior  written  notice  to  the Optionors of Optionee's intention to
exercise  such  Option.  The  closing of the purchase under such Option shall be
held  as promptly as possible after such notice has been received, but not later
than  sixty  (60)  days following such notice, except as otherwise agreed by the
Optionee  and  Optionors.  At  closing,  the Optionors shall deliver to Optionee
certificates  representing  Optionors'  Shares  of the Company, duly endorsed or
accompanied  by  duly executed stock powers or assignments. Optionors shall also
execute and deliver a closing certificate, in form and substance satisfactory to
the  Optionee, warranting and representing to such individuals or entities that:
(i)  the  Optionors  have  the  full  right, power and authority to transfer the
shares,  and that such shares are being transferred free and clear of all liens,
claims  and  encumbrances; (ii) the shares constitute 100% of the Company stock;
and  (iii)  no other person has any warrants, options, or rights with respect to
such  Stock;  and,  Optionee  shall  deliver the Consideration to the Optionors.

     Section 1.4    Time and Place of Closing.  The  Closing shall take place at
     ----------------------------------------
the office of Optionee or such other place and/or date as the parties hereto may
agree  upon,  which  date  shall  be  the  Closing  Date.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

                            OF OPTIONORS AND COMPANY

In  order  to induce the Optionee to enter into this Agreement and to consummate
the  transaction  herein  contemplated,  the  Optionors and the Company make the
following  representations  and  warranties:

     Section 2.1  Status  and  Effect  of Delivery of the Shares.  Optionors are
     -----------------------------------------------------------
authorized  to  sell the control, stock, beneficial ownership, and other indicia
of  ownership  of  the


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<PAGE>
Company  to  the  Optionee at the Closing in accordance with this Agreement will
vest  good  and  marketable title thereto in the Optionee, free and clear of any
liens,  pledges,  and  encumbrances.

     Section 2.2    Binding  Obligation.  This  Agreement has been duly executed
     ----------------------------------
and delivered by Optionors and the Company and is a valid and binding obligation
of  Optionors  and  the  Company,  enforceable in accordance with its terms. The
execution  and  delivery  of  this  Agreement  by  Optionors and the transfer of
ownership  of  the Company to Optionee by Optionors will not require the consent
or  approval  of any governmental authority or agency, or constitute a violation
of  any  law,  rule,  regulation or order of any such authority or agency or any
judicial  order  to  which  Optionors  or  the  Company  is  subject.

     Section 2.3    Organization,  Power  and  Authority  of  the  Company.  The
     ---------------------------------------------------------------------
Company  is  a  corporation duly organized and legally existing in good standing
under  the laws of the State of North Carolina, and has full corporate power and
authority  to  own or lease its properties and to carry on its business as it is
now  being  conducted,  to  enter  into  this  Agreement  and  to  carry out the
transaction  herein  contemplated.

     Section 2.4    Subsidiaries  of  the  Company.  The  Company  has no equity
     ---------------------------------------------
interest  or  the right or obligation to acquire an equity interest in any other
business  or  entity.

     Section 2.5    Tax  Matters.  The  Company  has  timely filed, or will file
     ---------------------------
within  ten (10) days of the date of this Agreement, all tax returns required to
be  filed  by it, including without limitation, all local, national, and foreign
tax returns, and has paid in fall all taxes, penalties, and assessments shown on
or required by the filing of such returns or has made adequate provision for the
payment thereof. All such returns are true and correct in all material respects.
There  are  no  tax liens upon any property or assets of the Company, except for
taxes  not  yet  due  and  payable.

     Section 2.6    Compliance  with  Laws  by  Optionors  and  the  Company.
     -----------------------------------------------------------------------
Optionors  and the Company are in material compliance with all laws, regulations
and  orders  applicable  to  the  Company, its assets, properties, and business.

     Section 2.7    Mining  Permit.  The  Company  is  the  exclusive  owner and
     -----------------------------
holder  of  the Barringer Mining Permit issued by the State of North Carolina, a
copy  of  which  is attached hereto and made a part hereof. The Mining Permit is
validly  issued  and is not subject to cancellation or termination other than as
provided  by  the  governing  law  and  rules  applicable  thereto.

     Section 2.8    Mining  License.  The  Company  is  the  exclusive owner and
     ------------------------------
holder of a Mining License issued pursuant to the federal Mine Health and Safety
Act,  a  copy  of  which  is  attached hereto and made a part hereof. The Mining
License  is  validly  issued  and  is not subject to cancellation or termination
other  than  as  provided  by  the  governing  law and rules applicable thereto.


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<PAGE>
                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

     In  order  to  induce  the  Optionors  to  enter into this Agreement and to
consummate the transaction herein contemplated, the Optionee makes the following
representations  and  warranties:

     Section 3.1    Organization, Power and Authority of Optionee.  The Optionee
     ------------------------------------------------------------
is  a  corporation  subject to the laws of the State of Georgia, with full power
and  authority  to  enter  into  this  Agreement  and  the  transaction  herein
contemplated.

     Section 3.2    Due  Authorization;  Binding  Obligation.  The  execution,
     -------------------------------------------------------
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transaction  herein  contemplated  are  duly authorized. This Agreement has been
duly  executed  and  delivered  by  the  Optionee  and  is  a  valid and binding
obligation  of  the  Optionee, enforceable in accordance with its terms. Neither
the  execution  and  delivery  of  this  Agreement  nor  the consummation of the
transaction  herein  contemplated  will result in any breach of or default under
any  mortgage,  contract,  agreement, indenture, will, trust or other instrument
which  is  binding  upon  or  enforceable  against  the Optionee, or require any
additional  consents  or  approvals.


                                   ARTICLE IV

                    CONDITIONS TO THE OBLIGATION OF OPTIONEE

     The  obligation  of the Optionee to purchase the control, stock, beneficial
ownership,  and  other  indicia  of  ownership of the Company from the Optionors
shall  be  subject to the fulfillment at or prior to the Closing Date of each of
the  following  conditions:

     Section 4.1    Accuracy  of  Representations  and Warranties and Compliance
     ---------------------------------------------------------------------------
with  Obligations.  The representations and warranties of Optionors contained in
-----------------
this  Agreement shall have been true and correct in all material respects at and
as  of  the Closing Date with the same force and effect as though made at and as
of  that  time.  Optionors  shall  have  performed  and complied in all material
respects  with all of the obligations required by this Agreement to be performed
or  complied  with  by  it,  at  or  prior  to  the  Closing  Date.

     Section 4.2    No  Material  Adverse  Change or Occurrence.  From and after
     ----------------------------------------------------------
the  date  hereof and until the Closing Date, there shall have been no change in
the  business  or properties of the Company or in the financial condition of the
Company, other than changes which in the aggregate shall not have had a material
adverse  effect  on  the business, properties, financial condition or results of
operations  of  the  Company,  and  the  property, business or operations of the
Company  shall  not  have  been  adversely affected in any material way by fire,
accident  or  other  casualty  (whether  or


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<PAGE>
not  covered  by  insurance).

     Section 4.3    Minute Book and Ownership Records.  The Optionors shall have
     ------------------------------------------------
made  available  to  the  Optionee  for  his  inspection the minute books, stock
records,  and  records  of beneficial ownership or other indicia of ownership of
the  Company.

     Section 4.4    Tax Returns.  Optionors shall fulfill the tax returns filing
     --------------------------
obligations  required  by all local, national and foreign authorities within ten
(10)  days  of  the  date  of  this  Agreement.

     Section 4.5    Barringer  Mine  Closing.  Optionors  and Flagship Holdings,
     ---------------------------------------
Inc., a Georgia corporation shall have successfully completed the closing of the
sale  to  Flagship  Holdings, Inc. from Optionors of the Barringer Mine property
located in Stanly County, North Carolina, consisting of approximately 242 acres,
as  more  particularly  described in the "legal description" attached hereto and
made  a  part  hereof.


                                    ARTICLE V

                     CONDITIONS TO OBLIGATIONS OF OPTIONORS

     The  obligation  of  Optionors  to  sell  the  control,  stock,  beneficial
ownership,  and  other  indicia of ownership of the Company to Optionee shall be
subject  to  the  fulfillment  at  or  prior  to the Closing Date of each of the
following  conditions:

     Section 5.1    Accuracy  of  Representations  and Warranties and Compliance
     ---------------------------------------------------------------------------
with  Obligations.  The representations and warranties of the Optionee contained
-----------------
in  this  Agreement shall have been true and correct in all material respects at
and  as  of  the date hereof, and they shall be true and correct in all material
respects  at and as of the Closing Date with the same force and effect as though
made  at  and as of that time. The Optionee shall have performed and complied in
all  material respects with all of his obligations required by this Agreement to
be  performed  or  complied  with  at  or  prior  to  the  Closing  Date.


                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.1    Brokers,  Commissions  and Other Expenses.  The Optionee and
     --------------------------------------------------------
Optionors  shall  each hold the other party harmless from any commission, fee or
claim  of  any  person,  firm or corporation employed or retained, or reasonably
claiming  to  be employed or retained by the Optionee or Optionors respectively,
to  bring  about,  or  to  represent  one  of  them  in,  the transaction herein
contemplated.


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<PAGE>
     Section 6.2    Amendment  and  Modification.  The parties may amend, modify
     -------------------------------------------
and  supplement  this  Agreement in such manner as may be agreed upon by them in
writing.

     Section 6.3    Termination.  Anything  to  the  contrary  herein
     --------------------------
notwithstanding,  this  Agreement  may  be terminated and the transaction herein
contemplated  may  be  abandoned:

          (a)  By  the  mutual  written consent of all the parties hereto at any
     time  prior  to  the  Closing  Date;

          (b)  By  the  Optionee  at any time prior to the Closing Date if there
     shall  be  a  pending  action or proceeding by or before any court or other
     governmental  or  regulatory body which shall seek to restrain, prohibit or
     invalidate  the  sale of the control, stock, beneficial ownership, or other
     indicia of ownership of the Company or the transaction contemplated herein,
     or  materially  affect the right of the Optionee to own the control, stock,
     beneficial  ownership,  or  the  other indicia of ownership of the Company;

          (c)  By  the  Optionee  in  the  event  of  the material breach by the
     Optionors  of any provision of this Agreement, which breach is not remedied
     by  the  Optionors  or  waived  by  the Optionee within five (5) days after
     receipt  of  notice  thereof  from  the  Optionee;  and

          (d)  By  the  Optionors  in  the  event  of the material breach by the
     Optionee  of  any provision of this Agreement, which breach is not remedied
     within thirty (30) days after receipt of notice thereof from the Optionors,

     Section 6.4    Indemnification.  Optionors  agrees  to  indemnify  and hold
     ------------------------------
harmless  the  Optionee  and  all  of  its  employees,  consultants,  agents and
affiliates  from  and  against all claims, liabilities and damages, of any kind,
arising  prior  to  the  Closing.

     Section 6.5    Binding  Effect.  This  Agreement  shall be binding upon and
     ------------------------------
shall  inure  to  the  benefit  of  the  parties  hereto  and  their  respective
successors,  assigns,  heirs  and  legal  representatives.

     Section 6.6    Entire Agreement.  This  Agreement and the exhibits attached
     -------------------------------
hereto  contain  the  entire agreement of the parties hereto with respect to the
transaction  contemplated  herein  and  supersede  all  prior  understandings,
agreements and representations of the parties with respect to the subject matter
hereof.

     Section 6.7    Headings.  The  descriptive  headings  in this Agreement are
     -----------------------
inserted  for  convenience  only  and  do not constitute part of this Agreement.

     Section 6.8    Governing  Law.  This  Agreement  shall  be  governed by and
     -----------------------------
construed  in  accordance  with  the  laws of the State of Georgia applicable to
contracts  made  and  to  be  performed  therein.


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<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  as  of  the  day  and  year  first  above  written.

                                            OPTIONEE:
                                            CHARYS HOLDING COMPANY, INC.

                                            By: /s/ Billy V. Ray, Jr.
                                               ----------------------------


                                            OPTIONEE:

                                            /s/ Joe F. Carter
                                            -------------------------------
                                            Joe F. Carter

                                            /s/ Carol F. Carter
                                            -------------------------------
                                            Carol F. Carter


                                            COMPANY:
                                            J. F. CARTER & CO., INC.

                                            By: /s/ Joe F. Carter
                                               ----------------------------


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