JOINT VENTURE AGREEMENT


     THIS  AGREEMENT,  is  made  this  3rd  day  of  June,  2004,  effective
                                       ---
________________,  2004 (the "Effective Date") by and between Ruby Belle, LLC, a
Nevada  limited liability company, ("Ruby Belle"), Ted C. Russell, a resident of
North  Carolina  ("Russell"),  and  Charys  Holding  Company,  Inc.,  a Delaware
corporation ("Charys") (hereinafter collectively referred to as the "Venturers")
who hereby agree to form a venture to develop, operate, and/or sell certain real
estate  or  interests  therein  owned by Realm National Insurance Company, a New
York  corporation  ("Realm")  and  located  in  North  Carolina on the terms and
conditions  herein  set  forth.

                                         Article I

                                           Name
                                           ----

     The  name of the venture shall be 3DN Real Estate Development Joint Venture
(the  "Venture").

                                   Article II

                              Purpose and Duration
                              --------------------

     The  purpose  of  the Venture is to oversee and administer the development,
marketing,  and/or  selling of certain real estate or interests therein owned by
Realm  and  located  in  North Carolina (the "Property"), in accordance with the
Development  and  Marketing  Plan prepared by TBD and agreed to by the Venturers
and  Realm  (the  "Plan").  The Venture may not engage in any business or devote
itself  to any objective other than that specified herein or in the Plan, unless
reasonably  incidental thereto, or unless mutually agreed upon in writing by the
Venturers.  Except  as expressly provided herein to the contrary, the rights and
obligations  of  the  Venturers  shall  be  governed  by North Carolina law. The
Venture  shall  be a partnership only for the purposes specified herein and this
Agreement  shall  not  be  deemed  to  create  a general partnership between the
Venturers  with  respect  to any activities whatsoever other than the activities
within  the  business  purposes  of  the  Venture  as


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specified  herein.

     The  Venture  shall  commence  as of the Effective Date, and shall continue
until  it  is  dissolved  or  liquidated  as  provided  in  this  Agreement.

                                   Article III

                                    Location
                                    --------

     The  principal  office  of  the  partnership shall be 1117 Perimeter Center
West,  Suite  N415, Atlanta, Georgia 30338. Such office location may be changed,
and  additional  offices  may  be  established  by the agreement of the parties.

                                   Article IV

                                    Formation
                                    ---------

     The Venturers agree that the determination of their respective interests in
the  Venture  have  been determined by consideration of the interests of each in
relation  to  the  acquisition  of  certain  properties  by  Realm,  as follows:

     (a)  Charys  hereby  agrees  to  accept  its  interest  in exchange for its
commitment  to  develop  the  properties  at  its  cost  and  expense.

     (b)  Ruby  Belle  and Russell agree to accept their respective interests to
facilitate  payments  on  certain unsecured non-recourse Flagship Holdings, Inc.
Note(s) in accordance with the provisions of the Venture Agreement. The Flagship
Holdings,  Inc.  Note(s)  arose out of the previous sale of the Property by Ruby
Belle  and/or  Russell to Flagship Holdings, Inc. Nothing herein shall make such
Note(s)  an  obligation  of  the  Venture.

                                    Article V

                                     Capital
                                     -------

     (a)  Initial  Capital  Contribution.   The  initial capital contribution of
          -------------------------------
each  Venturer  to  the Venture shall be the cash, equipment, supplies and other
materials  set  forth  opposite  each  respective


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Venturer's  name  as  set  forth  in  Exhibit  "A", which is attached hereto and
incorporated  herein  for all purposes, and in exchange therefore, each Venturer
shall receive the percentage interest (the "Percentage Interest") in the Venture
specified  as  follows:

          Name                    Percentage  Interest
          ----                    --------------------

     Ruby  Belle                          35%

     Russell                              35%

     Charys                               30%

     (b)  Subsequent  Capital  Contributions.   The  Venturers  may,  by  mutual
          ----------------------------------
agreement,  make  additional capital contributions as are needed by the Venture,
in proportion to each Venturer's Percentage Interest. In the event the Venturers
agree to make additional capital contributions pursuant to the terms hereof, and
unless  otherwise  agreed  to  in writing by the Venturers, any disproportionate
advance of capital made by a Venturer shall be considered a loan to the Venture,
shall  bear  interest  at  the  rate of nine (9%) percent per annum and shall be
repaid  on  such  terms  as  mutually  agreed  upon  by  the  Venturers.

     (c)  Capital  Account.  A  separate  capital  account  shall  be  shown and
          ----------------
maintained  for  each  Venturer.  No  Venturer shall withdraw any portion of the
capital  contribution  to  the  Venture  except  as  provided in this Agreement.

     (d)  Venture  Property.    All  property  transferred  by  the Venturers to
          -----------------
the  Venture  as  contributions  to  capital and any other property subsequently
acquired,  by  purchase  or  otherwise,  on  account of the Venture shall be the
property  of  the  Venture.

     (e)  Interest  on Capital Contributions.   Except  as otherwise provided by
          ----------------------------------
this  Agreement, no Venturer shall receive nor shall any Venturer be entitled to
receive  any  interest  on its contribution of capital to the Venture, or on any
subsequent  contributions  of  capital.

     (f)  Loans.   In  the  event  additional funds are required by the Venture,
          -----
the  Venture  shall


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<PAGE>
borrow such necessary funds from such parties and upon such terms and conditions
as  are  approved by each Venturer. In the event the Venture obtains a loan from
any  Venturer  pursuant  to  the  terms  of this Agreement, such loan shall bear
interest  at  the  rate  of  nine  (9%)  percent  per  annum.

                                   Article VI

                                  Distributions
                                  -------------

     (a)  Proceeds  of  Sales.   The  Venturers  agree  that  as  each  separate
          -------------------
parcel/lot  of  the  Property  is  sold the proceeds will be applied as follows:
first  to the basis of Realm in all the developed or to be developed Properties;
secondly, to any costs of Realm relating to the sale transaction; and thirdly to
the  incurred  to  date  cost  of  development of all properties pursuant to the
Development  Agreement  with  Charys  with the balance of any proceeds being Net
Income.

     (b)     Net  Income.  Net  Income  shall be distributed to the Venturers in
             -----------
accordance  with  the  Percentage  Interest.

     (c)  Method of Distribution. Ruby Belle and Russell hereby agree that up to
          ----------------------
50% of the available distribution for them may, at the option of Charys, be made
in  Charys  stock as payment on the Flagship Holdings, Inc. unsecured Promissory
Note(s)  (as  a  result  of  their  previous  sale  of  the Property to Flagship
Holdings, Inc.). Upon the exercise by Charys of its option, the amount otherwise
available  for  distribution to Ruby Belle or Russell shall be paid to Charys in
exchange  for  the  stock  issued to Ruby Belle or Russell. The shares of Common
Stock  of  Charys  shall  be  initially valued at $4.00 per share. Any shares of
Charys  issued  to  Ruby  Belle  shall  carry certain rights as set forth in the
Registration  Rights  Agreement, attached hereto as Exhibit "B" and incorporated
herein.

                                   Article VII

                  Management and Operation of Venture Business
                  --------------------------------------------


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<PAGE>
     (a)  Equal  Management  Rights.  Unless  specifically  provided  otherwise
          -------------------------
herein, the overall management and control of the Venture shall be vested in the
Venturers,  and  each  Venturer shall have equal rights in the management of the
Venturer's  business. All decisions shall be made by the mutual agreement of the
Venturers,  except as otherwise specified herein.  In the event a Venturer fails
to  contribute  funds it had agreed to contribute pursuant to Article V(b), then
the defaulting Venturer's consent or approval to any action taken by the Venture
under  this  Agreement  is  not  required  until  such  default  is  cured.

     (b)  Board  of  Directors.  By  resolution  adopted  by  the Venturers, the
          --------------------
Venturers  shall establish a Board of Directors which shall consist of three (3)
representatives, one (1) appointed by Ruby Belle and Russell, one (1) by Charys,
and  one  (1)  by Realm (the "Board"). The Board, to the extent provided in such
resolution,  or subsequent resolutions adopted by the Venture from time to tune,
will  be  responsible  for  establishing  marketing  and  operating policies and
protocols  for  the business of the Venture, and such other duties and powers as
set forth in the resolutions. A member serving on the Board shall hold office at
the  pleasure of the entity appointing said member. Any member may be removed by
the  entity  appointing  the  same  with  or without cause, and the entity shall
thereafter  reappoint  his  successor. The majority vote of the members shall be
required to constitute the act of the Board. The Board may appoint other members
who  shall  only  be  advisory  members  of  the Board and shall not have voting
privileges on any matter before the Board. The Board may adopt rules for its own
government,  so  long  as such rules are not inconsistent with the provisions of
this  Agreement,  or  as  is  otherwise  specified  by  the  Venturers.

     (c)  Managing  Venturer.  The  day  to  day business affairs of the Venture
          ------------------
shall  be  managed  by  the  Managing  Venturer.  Joe  Carter shall serve as the
Managing  Venturer  of the Venture, and accordingly, shall implement or cause to
be  implemented  the  decisions  approved  by  the  Board and the Venturers, and
otherwise  administer  the  day-to-day  affairs  of the Venture, pursuant to the
terms and conditions  of an Administrative Management Agreement (the "Management
Agreement"),  to


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<PAGE>
be  entered  into by the Venture and Joe Carter, wherein he will be paid for his
management  services  in accordance with a provision for a yearly consulting fee
(inclusive  of  his  costs) of $120,000 and an incentive compensation plan to be
shared  with  the  Marketing Manager of up to 10% of the Net Income of the Joint
Venture  operations.

     (d)  Marketing  Management.  Marketing  pursuant  to  the  Plan  shall  be
          ---------------------
managed  by  the  Marketing  Manager.  Ted  Russell shall serve as the Marketing
Manager  of  the  Venture,  and  accordingly,  shall  implement  or  cause to be
implemented the decisions approved by the Board and the Venturers, and otherwise
administer Marketing pursuant to the Plan on a day-to-day basis for the Venture,
pursuant  to  the  terms and conditions of a Marketing Agreement (the "Marketing
Agreement"),  to be entered into by the Venture and Ted Russell, wherein he will
be  paid for his management services in accordance with a provision for a yearly
consulting  fee  (inclusive  of  his  costs)  of  $120,000  and  an  incentive
compensation  plan  to  be shared with the Managing Venturer of up to 10% of the
Net  Income  of  the  Joint  Venture  operations.

     (e)  Development  Agreement.  The  development  of  the  Property  shall be
          ----------------------
conducted by Charys at its cost and expense pursuant to a Development Agreement,
to  be  entered  into  among  the  Venture,  Charys  and  Realm.

     (f)  Scope  of  Authority;  Indemnification.  Except  as  otherwise
          --------------------------------------
expressly  and  specifically  provided  in this Agreement, none of the Venturers
shall  have  any  authority  to  act  for,  or  to  assume  any  obligations  or
responsibilities  on  behalf  of  the other Venturer or the Venture. Each of the
Venturers  agrees  that  such  Venturer  will  not,  without the advance written
consent  of  the  other Venturer, take any action on behalf of or in the name of
the  Venture,  or  enter  into  any  commitment  or  obligation binding upon the
Venture,  except  for:  (i) actions expressly provided for in this Agreement; or
(ii)  actions  authorized  by the Venturers in the manner set forth herein. Each
Venturer agrees to, and does hereby, indemnify and hold harmless the Venture and
the  other  Venturer  and  their  respective  affiliates,  agents,  employees,
shareholders,  trustees,  directors  and


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<PAGE>
officers,  from  and  against  any  and  all losses, costs, damages and expenses
(including  reasonable  attorney's  fees)  relating thereto, arising directly or
indirectly,  in  whole or in part, out of any breach of the foregoing provisions
by  such  Venturer or its affiliates, agents, employees, shareholders, trustees,
directors  and  officers.  (Notwithstanding  anything herein to the contrary, no
Venturer,  including  the  Managing  Venturer, shall, without the consent of the
other  Venturers,  do  any  of  the  actions  set  forth  in Article XII below.)

     (g)  Devotion  to  Venture. The Venturers shall devote such time, attention
          ----------------------
and  influence  to  the affairs of the Venture in order to meet their respective
duties  contemplated  by  this  Agreement.

     (h)  Outside  Activities. No Venturer (including its owners or principals),
          --------------------
during  the  continuance  of  the  Venture, shall within twenty (20) miles, own,
market,  lease  or  operate,  directly  or  indirectly, a real estate ownership,
development,  or  sales  business  other than with respect to certain properties
identified  in  Exhibit  "F"  attached hereto and incorporated herein. Except as
otherwise  provided  herein,  this  Agreement  shall not be deemed in any way or
manner  to  prohibit or restrict the right or freedom of any Venturer separately
or  as  a  separate  entity  apart  from  the Venture to conduct any business or
activity  whatsoever  without any obligation or accountability to the Venture or
to  the  other  Venturer,  even  if  such business or activity competes with the
business  of  the  Venture.

                                  Article VIII

                              Fees and Compensation
                              ---------------------

     (a)  Fees  Charged.  Fees  to  be  charged  for  operation of the Venture's
          -------------
business  shall  be  established  by  the  Board;  provided,  however, that each
Venturer  hereby acknowledges and agrees that it is the intention of the Venture
to  further the purposes of the Venture. Accordingly, the parties agree that the
Venture,  including  the  determination of fees, shall be operated in accordance
with  applicable  North  Carolina  rules  and  regulations and shall further the
purposes  for  which  the  Venture  is  established.


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<PAGE>
     (b)  Accounting  for  Fees  and  Compensation Received. Each Venturer shall
          --------------------------------------------------
account  to  the  Venture  for  all  fees  and  compensation  received by it and
attributable  to  the  business  of  the  Venture.

     (c)  Compensation  to  Venturers.  No  individual  owner  or principal of a
        ----------------------------
Venturer  shall  receive  any  salary  for  services  rendered  to  the Venture;
provided,  however,  the  Managing  Venturer  shall  be  paid for its management
services  in accordance with the Administrative Management Agreement approved by
the  Venturers  and  the  Marketing  Manager  shall  be  paid for its management
services  in  accordance with the Marketing Management Agreement approved by the
Venturers.

     (d)  Reimbursement  of  Expenses.  No  Venturer  shall  be  entitled  to
          ----------------------------
reimbursement  from  the Venture for expenses paid or liabilities incurred by it
in  the ordinary course of its agreements to conduct the Venture business or the
preservation  of  Venture  business  or  property.

     (e)  No  Partition; No Dissolution. Each Venturer hereby irrevocably waives
          ------------------------------
the  right  to  partition  the property owned by the Venture or the Venture, and
agrees  not  to  seek  partition at any time. Further, each Venturer irrevocably
waives  the right to dissolve the Venture and agrees not to seek the dissolution
in  the  winding  up  of  the  Venture,  except  as  provided  herein.

                                   Article IX

                                  Bank Accounts
                                  -------------

     All  funds of the Venture shall be deposited in such financial institutions
approved  by the Venturers and all withdrawals therefrom may be made upon checks
signed  by  individuals  approved  in  writing  by  the  Venture.

                                    Article X

                  Allocation of Profit, Loss and Distributions
                  --------------------------------------------

     All profits and losses of the Venture, including all items of income, gain,
expense,  loss  and deduction, as well as all credits for tax purposes, shall be
allocated,  credited and charged for all purposes to each Venturer in proportion
to each Venturer's Percentage Interest. All net income generated by the business
of  the  Venture  shall  be  retained  and  used solely for the ongoing business


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<PAGE>
of the Venture, including capital improvements.

                                   Article XI

                              Records and Accounts
                              --------------------

     (a)  Method  of  Accounting.  All  accounts of the Venture shall be kept on
          -----------------------
an  accrual  basis. All matters of accounting for which there is no provision in
this  Agreement  are to be governed by generally accepted methods of accounting.

     (b)  Fiscal  Year. The fiscal year of the Venture shall end of the last day
          ------------
of  December  of  each  year.

     (c)  Place  Where  Rooks  and  Records are to be Kept. The Venture books of
          ------------------------------------------------
account,  and  all securities, papers, writings and records of the Venture shall
be  kept at the principal place of business at 1117 Perimeter Center West, Suite
N415  Atlanta,  Georgia, or in such other place as the business shall be carried
on.  Each  Venturer, or its designee, shall have the right during usual business
hours  to  inspect  and  make  copies  of the books, records and accounts of the
Venture.  Such  Venturer  shall  bear  all expenses incurred in any examination,
including  costs  of  reproduction,  made  at  its  request.

     (d)  Capital  Accounts.  A  capital  account  shall  be  maintained  on the
          -----------------
Venture  books  for  each  Venturer.  Such  account  shall be credited with that
Venturer's  contributions  to  the capital of the Venture and allocable share of
profits  and  debited  with  the  Venturer's  allocable  share  of  losses  and
distributions,  if  any.

     (e)  Quarterly  Statements.  At the end of each quarter, the books shall be
          ---------------------
balanced and an operating statement shall be prepared and made available to each
Venturer  showing  the  results  of  the  operations  of  the Venture during the
preceding  month.

     (f)  Annual  Accounting.  The  Venture  books shall be closed at the end of
          ------------------
each  fiscal  year, and statements showing the results of operation prepared and
supplied,  to  each Venturer. Such statements shall be prepared and audited by a
certified  public  accountant  or  an  accounting


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<PAGE>
firm  agreeable to each Venturer. When approved in writing by each Venturer, the
annual  statements shall be deemed final and binding, except for manifest errors
discovered  prior  to  the  end  of  the  next  fiscal  year.

     (g)  Meetings.  Any Venturer may call a meeting to be held at the principal
          ---------
office  of  the  Venture  at any time after the giving of ten (10) working days'
notice  to  the  other Venturer. A Venturer may waive notice of or attendance at
any  meeting  of  the  Venturers,  and  may  attend  by  telephone  or any other
electronic  communication  device  or may execute a signed, written consent. For
purposes  of  voting  on Venture matters, each Venturer shall be entitled to one
vote.  Any  action which may be taken at a meeting of the Venturers may be taken
without  a  meeting,  if  a consent in writing setting forth the action so taken
shall  be  signed  by the Venturers entitled to vote with respect to the subject
matter  thereof  and such consent shall have the same force and effect as a vote
of  the  Venturers.  Any  such  signed consent, or a signed counterpart thereof,
shall  be  placed  in  the  records  of  the  Venture.

                                   Article XII

                  Limitations on Rights and Powers of Venturers
                  ---------------------------------------------

     No  Venturer  shall, without the written consent of the other Venturers, or
which  is otherwise approved by the Venturers in accordance with this Agreement:

     (a) Borrow money in the name of the Venture for Venture purposes or utilize
collateral  owned  by  the  Venture  as  security  for  such  loans;

     (b)  Compromise  or  otherwise  settle  claims or assign, transfer, pledge,
compromise,  or  release any of the claims or debts due to the Venture except on
payment  in  full;

     (c)  Transfer  Venture  assets,  or  make,  execute,  or  deliver:

          (1)     any  assigned  for  the  benefit  of  creditors;

          (2)     any  negotiable  instrument,   bond,   confession or judgment,
guaranty,  indemnity  bond,  or  surety  bond;  or

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<PAGE>
          (3)     any  contract  to sell, bill of sale, deed, mortgage, or lease
relating  to any substantial part of the Venture assets or its interest therein;

     (d)  Dispose  of  the  goodwill  of  the  Venture;

     (e)  Do  any  other  act  which  would  make  it impossible to carry on the
ordinary  business  of  the  Venture;

     (f)  Confess  a  judgment;

     (g)  Submit  a  Venture  claim  or  liability  to  arbitration;  or

     (h)  Make  any  purchases  in  excess  of  One  Thousand and 00/100 Dollars
($1,000.00).

                                  Article XIII

                             Expulsion From Venture
                             ----------------------

     (a)  Grounds  for  Expulsion.  The  following  grounds  shall  constitute a
          -----------------------
basis  for  the  Venturers  to  expel  a  Venturer:

          (1)     Failure  to  Remain  in Good Standing.  If a Venturer fails to
                  -------------------------------------
remain  in  good standing with the office of the Secretary of State where formed
or  incorporated  for  a  period  which  exceeds  sixty  (60)  days;

          (2)     Misconduct. If any Venturer engages in misconduct in violation
                  ----------
of  federal  or  state  law;

          (3)     Insolvency  or Bankruptcy   If any Venturer becomes insolvent,
                  -------------------------
makes  an assignment for the benefit of creditors, is declared a bankrupt, or if
its  assets  are  administered  in  any  type  of  creditors  proceeding.

          (4)     Breach.     If a Venturer breaches this Agreement,  including,
                  ------
without limitation, the breach of the terms and conditions of any agreement with
the  Venture  (the  "Defaulting  Venturer"),  the  other  Venturers  (the
"Non-defaulting Venturers") shall have the right to give the Defaulting Venturer
a notice of default ("Notice of Default"). The Notice of Default shall set forth
the  nature of the obligation that the Defaulting Venturer has not performed. If
a  Defaulting

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<PAGE>
Venturer does not remedy its default within thirty (30) days from receipt of the
Notice  of  Default,  the Defaulting Venturer shall be subject to being expelled
upon compliance with the notice provisions as set forth in subsection (b) below.

     (b)  Notice  of  Expulsion.  If  grounds  for  expulsion  exist,  notice of
          ----------------------
expulsion  shall  be  given  to  the  Venturer  subject  to being expelled, such
expulsion  to  be  effective fifteen (15) days after the date of the notice. The
notice  shall  briefly  state  the  grounds  for  expulsion.

     (c)  Voluntary  Withdrawal  Without  Consent.  In  the  event  a  Venturer
          ----------------------------------------
dissolves or withdraws from the Venture without the written consent of the other
Venturers,  or  without  complying  with  Article  XIV  or  otherwise  causes  a
dissolution of the Venture in violation of this Agreement, the Venturer shall be
deemed  to have been expelled from the Venture as of the date of withdrawal, and
the  provisions  of  Section  (d)  below  shall  apply.

     (d)  Purchase  of  Interest.  In  the event a Venturer is expelled pursuant
          -----------------------
to  the provisions hereof, the other Venturers shall have thirty (30) days after
the  effective  date  of  the  expulsion, by notice to the expelled Venturer, to
elect to purchase the expelled Venturer's Percentage Interest, with the purchase
to  be  effective  on  the  effective date of the expulsion of the Venturer. The
terms  and  conditions  of  the  purchase shall be at the price and on the terms
provided  in  Article  XIV of this Agreement. If the remaining Venturers fail to
elect  to  purchase  the  expelled  Venturer's  Percentage  Interest  within the
appropriate  time period, the Venture shall be liquidated as provided in Article
XVI  The  expelled  Venturer shall be obligated to sell, and the other Venturers
shall  be  obligated  to purchase the expelled Venturer's Percentage Interest in
the  Venture,  at  the  price  and  on the terms provided in Article XIV of this
Agreement.

                                   Article XIV

                             Withdrawal of Venturer
                             ----------------------

     (a)  Voluntary  Withdrawal.   A  Venturer  may withdraw from the Venture by
          ----------------------
giving


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<PAGE>
ninety  (90) days advance written notice to the other Venturers of its intent to
withdraw from the Venture, which withdrawal shall become effective at the end of
the  calendar  month  following  such  ninety  (90)  day  period.  If a Venturer
withdraws  from  the  Venture pursuant to the terms thereof, the other Venturers
shall  have  thirty  (30)  days  after  the effective date of the withdrawal, by
notice  to  the  withdrawing  Venturer,  to  elect  to  purchase the withdrawing
Venturer's  Percentage  Interest,  the purchase to be effective on the effective
date of the withdrawal of the Venturer. The terms and conditions of the purchase
of  the  withdrawing Venturer's Percentage Interest shall be at the price and on
the  terms  provided in this Article XIV below. If the non-withdrawing Venturers
fail  to elect to purchase the withdrawing Venturer's Percentage Interest within
the  appropriate  time  period,  the  Venture shall be liquidated as provided in
Article  XVI.

     (b)  Valuation  of Venturer's Percentage Interest. For purposes of Articles
          ---------------------------------------------
XIII  and  XIV,  the  value of the Percentage Interest of a Venturer withdrawing
from the Venture, either due to expulsion or by voluntary withdrawal pursuant to
the  provisions  set  forth  above, shall be computed by (the "Purchase Price"):

          (1)  adding  the  totals  of

               (i)  its  capital  account,  and

               (ii)  any  other  amounts  owed  to  it  by  the  Venture,  and

          (2)  subtracting  from  the sum of the above totals any amount owed by
it  to  the  Venture.

     (c)  Payment.  Within  sixty  (60)  days  after (i) the effective date of a
          --------
Venturer's  expulsion  pursuant  to Article XIII; or (ii) receipt by the selling
Venturer of the other Venturers' election to purchase such Venturer's Percentage
Interest  pursuant to the provisions of Article XIV(a), the purchasing Venturers
shall  schedule  and  hold a closing (the "Closing"), which shall be held at the
offices  of  the  Venture,  and  at  such closing the purchasing Venturers shall
purchase the selling Venturer's Percentage Interest by paying to him twenty-five
(25%)  percent  of  the  Purchase


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<PAGE>
Price  in  cash,  and  the  balance  of  the Purchase Price in twelve (12) equal
principal installments over a period of one (1) year plus interest on the unpaid
balance  at the rate of nine percent (9%) per annum from the date of closing. At
Closing,  the  selling Venturer shall deliver to the purchasing Venturers a duly
executed  instrument of transfer and assignment, transferring and assigning good
and marketable title to the Percentage Interest in the Venture to the purchasing
Venturers,  and  the purchasing Venturers shall deliver a promissory note to the
Selling  Venturer  which  incorporates  the terms of this section and such other
terms  and  conditions  which  are  agreed  to  by  the  parties  hereto.

     (d)  Assumption  of  Venture  Obligation.   In the event of a purchase of a
          ------------------------------------
Venturer's  Percentage  Interest  pursuant  to  the terms hereof, the purchasing
Venturers  agree  to  save the selling Venturer harmless from all obligations of
the  Venture,  past  and future, except for any claims against the Venture based
upon  mistakes  or  defalcations  of  the  selling  Venturer.

     (e)  Disposition of Records and Venture File. All Venture records and
          ---------------------------------------
files,  including  client files and records, shall be deemed assets of and shall
remain  with the Venture. The remaining Venturers may on request deliver certain
files  to a selling Venturer or permit it to make copies or to examine the files
relating to Venture business so long as such does not offend any confidentiality
agreement.  The  selling  Venturer  shall  be  entitled to the files and records
relating  to  its  personal  matters.

     (f)  Venture  Name.  The  parties  acknowledge and agree that Charys is the
          -------------
owner  of the Venture name and Charys is authorized to register the Venture name
with  the  United  States Department of Commerce/Patent and Trademark Office and
the  Secretaries  of State of the States of Georgia and North Carolina. Upon the
dissolution  of the Venture, howsoever caused, Charys shall retain the exclusive
ownership  of  the  Venture  name  and shall immediately discontinue use of such
name.

     (g)  Examination  of  Venture  Books  and  Files by Withdrawn Venturer.   A
          ------------------------------------------------------------------
withdrawn  Venturer,  or  its authorized representative, shall have the right to
examine  the  books  and  records  of


                                       14
<PAGE>
the  Venture  for  a  period  of  two (2) months after the effective date of its
withdrawal  for  the  purpose  of  verifying the amount it is to receive for its
Percentage  Interest  in  the  Venture  under  this  Article.

                                   Article XV

                            Restrictions on Transfer
                            ------------------------

     Except  as  specifically  provided  in  this Article, no Venturer may sell,
assign,  transfer,  encumber  or otherwise dispose of its Percentage Interest or
any  other  interest in the Venture, or Venture property or income, and any such
prohibited  transfer,  if  made,  shall be void and without force and effect and
shall  not  be  binding  on  the  Venturer  or the other Venturer. The terms and
provisions  of  this  Joint  Venture  shall  be  subordinate  to  the  terms and
provisions  of  the  mortgage  given  as  security  for  such  loans.

                                   Article XVI

                           Liquidation of the Venture
                           --------------------------

     (a)  Liquidation  by  Agreement.    The  Venture  may  be  dissolved  and
          --------------------------
liquidated by agreement at any tune by the unanimous agreement of the Venturers.

     (b)  Liquidation  After Failure to Purchase. If the Venturers fail to elect
          --------------------------------------
to  purchase  the  interest of a Venturer who has been expelled or who has given
notice  to  withdraw  from the Venture pursuant to the terms of Article XIV, the
affairs of the Venture shall be wound up and liquidated forthwith as provided in
paragraph  (c)  of  this  Article.

     (c)  Liquidation  Procedure. If, for any reason, the affairs of the Venture
          ----------------------
are  to  be  wound  up  and  liquidated,  the  procedure  shall  be  as follows:

          (1)  Pending  Matters.    All  matters in progress shall be completed,
               ----------------
or  their completion assumed by agreement between the Venturers with the consent
of  third-parties,  if  such  consent  is  appropriate  or  necessary.

          (2)  Application  of  Assets.  The  Venturers shall proceed to collect
               -----------------------
the  Venture assets which shall first be used to pay or provide for all debts of
the  Venture  (other  than  loans  or


                                       15
<PAGE>
advances  that  may  have  been  made  by  any of the Venturers to the Venture).
Thereafter, the assets (or proceeds therefrom) shall be applied in the following
order:

               (i)  to the establishment of any reserves which the Venturers may
deem  necessary  for  any contingent or unforeseen liabilities or obligations of
the  Venture  or  of  the  Venturers  arising  out  of or in connection with the
Venture;  provided,  however,  that  any  such reserves shall be paid over to an
escrow agent to be held by such agent for a reasonable period for the purpose of
disbursing such reserves in payment of any of the aforesaid contingencies and at
the  expiration of such period to distribute the balance thereafter remaining in
the  manner  hereinafter  provided;

               (ii)  to the Venturers in amounts equal to and in reduction (down
to  a  zero  balance)  of  the  balances  in their existing capital account; and

               (iv)  to  the  Venturers  in  amounts  equal  to their Percentage
Interest.  (3)  In  the  event  of  a  termination of the Venture, following the
application  and  distribution  by  the  Venture  of  all then available cash or
property  as  provided  above,  any  Venturer  than having a deficit or negative
balance  in  his  capital account shall contribute in cash to the capital of the
Venture  the  amount  required  to increase such Venture's capital account as of
such  date  to  zero.  All  amounts so contributed to the capital account of the
Venture  shall  be distributed by the Venture in the manner, and in the order of
priority,  set  forth  under  this  Article  XVI.

     (d)  Disposition  of Real Estate Records and Files After Liquidation. After
          ---------------------------------------------------------------
liquidation  of the Venture, the possession of all real estate records and files
shall  be  maintained by Charys for retention and storage; provided, however, if
allowable  by  law,  Realm  shall  have  access to such records and files during
business  hours  for  the  purpose  of inspection and copying, at the expense of
Realm  in  connection  with  any pending litigation against Realm involving such
information,  or  for  any  other  purpose  agreed  to  by  the  parties.

                                  Article XVII


                                       16
<PAGE>
                               Notice To Venturers
                               -------------------

     All  notices  provided  in  this Agreement shall be in writing and shall be
sufficient  if sent by registered or certified mail to the last known address of
the  Venturer  to  whom  such  notice  is  to  be  given.

                                  Article XVIII

                        Acts to Make Agreement Effective
                        --------------------------------

     The  Venturers  agree  that  they will execute any further instruments, and
that  they  will perform any acts that are or may become necessary to effectuate
and  to  carry  on  the  Venture  created  by  this  Agreement.

                                   Article IX

                            Construction: Definitions
                            -------------------------

     Unless  the  context  in which a word or phrase is used is to the contrary,
the  terms  used  in  this  Agreement  are  defined  as  follows:

     (a)  "As  the Venturers may agree" and "otherwise agreed" mean by unanimous
decision  of  the  Venturers.

     (b)  "Month"  means  calendar  month.

     (c)  "Income" and "losses" means net income and net losses as determined in
accordance  with  generally  accepted  accounting  practices.

                                   Article XX

                                  Miscellaneous
                                  -------------

     (a)  Agreement.  This  Agreement  may  be  amended on by written agreement,
          ---------
signed  by  both  of  the  Venturers.

     (b)  Governing  Law.  This  Agreement  shall  be interpreted, construed and
          --------------
enforced  in  accordance  with  the  laws  of  the  State  of  Georgia.

     (c)  Entire  Agreement.    This  Agreement  contains  the  entire agreement
          -----------------
between  the


                                       17
<PAGE>
parties  hereto relative to the formation and operation of the Venture, and this
Agreement  supersedes  any  and  all  prior  negotiations,  understandings  or
agreements  in  regard  thereto.

     (d)  Waiver.  No  consent or waiver, express or implied, by any Venturer to
          ------
or  of  any  breach  or  default in the performance of any other Venturer of its
obligations  hereunder shall be deemed or construed to be a consent or waiver to
or  of  any other breach or default in the performance by such other Venturer of
the  same  or  any  other obligations of such Venturer hereunder. Failure on the
part  of  any  Venturer  to  complain  of any act or failure to act of any other
Venturer  or to declare such other Venturer in default, irrespective of how long
such  failure continues, shall not constitute a waiver of such Venturer's rights
hereunder.

     (e)  Severability.  In  the  event  any  provision of this Agreement or the
          ------------
application  thereof  to  any  person  or  circumstances  shall  be  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of  such  provisions  to  other  persons  or circumstances shall not be affected
thereby  and  shall  be  enforced  to  the  greatest  extent  permitted  by law.

     (f)  Binding  Agreement.  Subject  to  the  restrictions  on  transfers and
          ------------------
encumbrances  set forth herein, this Agreement shall inure to the benefit of and
be  binding  upon  the undersigned Venturers and their respective successors and
assigns.  Whenever  in  this Agreement a reference to any Venturer is made, such
reference  shall  be deemed to include a reference to the successors and assigns
of  such  Venture.

     (g)  Time  of  Essence.  Time  is  of  the  essence  of  this  Agreement.
          -----------------

     (h)  Attorney's  Fees.  In  the  event  of a dispute between the Venturers,
          ----------------
which  results  in litigation, the prevailing party shall be entitled to recover
from  the  other  party,  all costs and expenses, including, without limitation,
reasonable  attorney's fees incurred, at trial and on appeal, in connection with
such  enforcement.

     IN  WITNESS  WHEREOF,  the  parties,  after obtaining appropriate corporate
authority  by


                                       18
<PAGE>
resolution,  have executed this Agreement effective as of the day and year first
above  written.



                                      Charys Holding Company, Inc.
                                      a Delaware corporation

Attest:      Taren  Pecha             By:  /s/ Billy V. Ray, Jr.
        ------------------------          --------------------------------------
                                      Title:  CEO
                                             -----------------------------------


                                      Ruby Belle, LLC
                                      a Nevada limited liability company

Attest:      Taren  Pecha             By:  /s/ Ted Russell
        ------------------------          --------------------------------------
                                      Title:  Member
                                             -----------------------------------


Attest:     Taren  Pecha              /s/  Ted C. Russell
        ------------------------          --------------------------------------
                                           Ted C. Russell


         (For title purpose of agreeing to the provisions of Article IV)


                                      Flagship  Holdings,  Inc.
                                      a  Georgia  corporation

Attest:      Taren  Pecha             By:  /s/ Warren Trevor
        ------------------------          --------------------------------------
                                      Title:  Vice President
                                             -----------------------------------


                                       19
<PAGE>
                                    EXHIBIT  "A"


                              CAPITAL  CONTRIBUTIONS


Ruby  Belle                                                  $350.00

Ted  C.  Russell                                             $350.00

Charys  Holding  Company,  Inc.                              $300.00



<PAGE>
                                    EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS  AGREEMENT  is entered into as of ______________, 2004, by and between
Charys  Holding  Company,  Inc. a Delaware corporation (the "Company"), and Ruby
Belle,  LLC,  a  Nevada  limited  liability  company  (the  "Holder").

     WHEREAS,  on  even  date  herewith,  for  value  received, pursuant to that
certain  Commercial Real Estate Purchase and Sale Agreement, the Holder received
____________________ shares of the common stock of the Company, par value $0.001
per  share  (the  "Common  Stock");  and

     WHEREAS,  the shares of the Common Stock and any other securities issued or
issuable  at  any  time or from time to time in respect of the Common Stock as a
result  of a merger, consolidation, reorganization, stock split, stock dividend,
recapitalization  or  other  similar event involving the Company are hereinafter
referred  to  as  the  "Registrable  Securities":

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

1.     Piggyback  Registration  Rights  Available. Provided that the Registrable
Securities  have  not  been registered, if at any time after the date hereof but
before  the  third  anniversary  of  the  date  hereof,  the Company proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"Securities  Act"),  other  than  by  a  registration  in  connection  with  an
acquisition  in  a manner which would not permit registration of the Registrable
Securities  for  sale to the public, on Form S-8, or any successor form thereto,
on  Form  S-4,  or  any  successor form thereto on an underwritten basis (either
"best-efforts" or "firm-commitment"), then, the Company will each such time give
prompt  written  notice  to  the  Holder  of  its  intention to do so and of the
Holder's  rights  under  this  Agreement. Upon the written request of the Holder
made  within  10  days after the receipt of any such notice (which request shall
specify  the Registrable Securities intended to be disposed of by the Holder and
the  intended  method  of disposition thereof), the Company will, subject to the
terms  of this Agreement, use its commercially reasonable best efforts to effect
the  registration under the Securities Act of the Registrable Securities, to the
extent  requisite  to  permit  the  disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be registered,
by  inclusion of the Registrable Securities in a registration statement filed by
the  Company  on  Form S-l, SB-2, or S-3, or some other similar form pursuant to
the  Securities  Act  to  register  the securities which the Company proposes to
register  (the  "Registration  Statement"),  provided that if, at any time after
written  notice  of  its  intention  to register any securities and prior to the
effective  date  of  the  Registration  Statement  filed in connection with such
registration,  the Company shall determine for any reason either not to register
or  to  delay registration of such securities, the Company may, at its election,
give  written  notice  of  such  determination  to  the  Holder  and, thereupon:

     (a)     In  the  case of a determination not to register, shall be relieved
of  this  obligation  to  register any Registrable Securities in connection with
such  registration (but not from its obligation to pay the Registration Expenses
in  connection  therewith);  and

     (b)     In  the  case  of  a  determination  to delay registering, shall be
permitted  to  delay registering any Registrable Securities, for the same period
as  the  delay  in  registering  such  other  securities.


<PAGE>
2.     Payment  of  Registration  Expenses.    The  Company  will  pay  all
Registration  Expenses  in  connection  with  each  registration  of Registrable
Securities  requested  pursuant to this Agreement. The right provided the Holder
pursuant  to  this  Agreement  shall  be  exercisable  at  its  sole discretion.

3.     Priority  in  Incidental  Registrations.   If the managing underwriter of
the  underwritten  offering  contemplated  by  this  Agreement  shall inform the
Company  and  the  Holder  by letter of its belief that the number of securities
requested  to  be  included in such registration exceeds the number which can be
sold  in  such  offering, then the Company will include in such registration, to
the  extent  of  the  number which the Company is so advised can be sold in such
offering:

     (a)     First,  securities  proposed  by  the  Company  to  be sold for its
own  account;  and

     (b)     Second,  Registrable  Securities  and  securities  of other selling
security  holders  requested to be included in such registration pro rata on the
basis  of  the number of shares of such securities so proposed to be sold and so
requested  to  be  included;  provided,  however, the Holder shall have pro rata
rights  of  registration  with  all shares sought to be included by officers and
directors  of the Company as well as holders of 10 percent or more of the Common
Stock.

4.     Registration  Procedures.  If  and  whenever  the  Company is required to
affect  the  registration of any Registrable Securities under the Securities Act
as  provided  in  herein,  the  Company  shall,  as  expeditiously  as possible:

     (a)     Prepare  and file with the  Securities and Exchange Commission (the
"SEC")  the  Registration  Statement,  or  amendments  thereto,  to  effect such
registration  (including such audited financial statements as may be required by
the  Securities  Act  or  the  rules and regulations promulgated thereunder) and
thereafter  use  its  commercially  reasonable  best  efforts  to  cause  the
Registration  Statement  to  be  declared  effective  by  the  SEC,  as  soon as
practicable; provided, however, that before filing the Registration Statement or
any  amendments thereto, the Company will furnish to the counsel selected by the
Holder,  copies  of  all  such  documents  proposed  to  be  filed;

     (b)     Furnish  to  the  Holder  such  number  of  conformed copies of the
Registration  Statement  and  of  each such amendment and supplement thereto (in
each  case  including  all  exhibits),  such  number of copies of the prospectus
contained  in  the Registration Statement (including each preliminary prospectus
and  any summary prospectus) and any other prospectus filed under Rule 424 under
the  Securities  Act, in conformity with the requirements of the Securities Act,
and  such other documents, as the Holder and underwriter, if any, may reasonably
request  in  order  to  facilitate  the  public sale or other disposition of the
Registrable  Securities  owned  by  the  Holder;

     (c)     Use its commercially reasonable best efforts to register or qualify
all  Registrable  Securities  and  other  securities covered by the Registration
Statement  under such other securities laws or blue sky laws as the Holder shall
reasonably  request,  to keep such registrations or qualifications in effect for
so  long  as  the  Registration  Statement remains in effect, and take any other
action  which may be reasonably necessary to enable the Holder to consummate the
disposition  in such jurisdictions of the securities owned by the Holder, except
that the Company shall not for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction wherein it would not
but for the requirements of this subparagraph be obligated to be so qualified or
to  consent  to  general  service  of  process  in  any  such  jurisdiction;


                                        2
<PAGE>
     (d)     Use  its  commercially  reasonable  best  efforts  to  cause  all
Registrable  Securities  covered  by the Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary to enable the Holder to consummate the disposition of such Registrable
Securities;

     (e)     Furnish  to  the  Holder  a  signed counterpart,  addressed to  the
Holder,  and the underwriters, if any, of an opinion of counsel for the Company,
dated the effective date of the Registration Statement (or, if such registration
includes  an  underwritten  public  offering,  an  opinion dated the date of the
closing  under  the underwriting agreement), reasonably satisfactory in form and
substance  to  the  Holder  including  that  the  prospectus  and any prospectus
supplement  forming  a  part  of  the Registration Statement does not contain an
untrue  statement  of  a  material  fact or omits a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which  they  were  made,  not  misleading;

     (f)  Notify  the  Holder  and  its counsel promptly and confirm such advice
in  writing  promptly  after  the  Company  has  knowledge  thereof:

          (i)  When the Registration Statement, the prospectus or any prospectus
supplement  related  thereto  or  post-effective  amendment  to the Registration
Statement has been filed, and, with respect to the Registration Statement or any
post-effective  amendment  thereto,  when  the  same  has  become  effective;
          (ii)  Of  any  request by the SEC for amendments or supplements to the
Registration  Statement  or  the  prospectus  or  for  additional  information;
          (iii)  Of  the  issuance  by  the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
by  any  Person  for  that  purpose;  and
          (iv) Of the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Securities for sale under
the securities or blue sky laws  of any jurisdiction or the initiation or threat
of  any  proceeding  for  such  purpose;

     (g)  Notify  each  holder  of  the  Registrable  Securities  covered by the
Registration  Statement,  at  any  time  when  a  prospectus relating thereto is
required  to be delivered under the Securities Act, upon discovery that, or upon
the  happening of any event as a result of which, the prospectus included in the
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or  necessary  to make the statements therein not misleading in the light of the
circumstances  then  existing, and at the request of the Holder promptly prepare
and furnish to the Holder a reasonable number of copies of a supplement to or an
amendment  of  such  prospectus  as  may  be  necessary  so  that, as thereafter
delivered  to  the  purchasers  of  such  securities,  such prospectus shall not
include  an untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein not
misleading  in  the  light  of  the  circumstances  then  existing;

     (h)  Use  its best efforts to obtain the withdrawal of any order suspending
the effectiveness of the Registration Statement at the earliest possible moment;

     (i)  Otherwise  use its commercially reasonable best efforts to comply with
all  applicable  rules  and  regulations  of  the SEC, and make available to its
security  holders,  as  soon  as  reasonably


                                        3
<PAGE>
practicable,  an  earnings  statement covering the period of at least 12 months,
but  not more than 18 months, beginning with the first full calendar month after
the effective date of the Registration Statement, which earnings statement shall
satisfy  the  provisions  of  Section  11(a)  of the Securities Act and Rule 158
thereunder;

     (j)  Enter  into  such agreements and take such other actions as the Holder
shall  reasonably  request  in  writing  (at  the  expense  of the requesting or
benefiting  Holder)  in  order  to expedite or facilitate the disposition of the
Registrable  Securities;  and

     (k)  Use  its  commercially  reasonable  best  efforts  to  list all of the
Registrable  Securities  covered by the Registration Statement on any securities
exchange  on  which  any  of  the  Registrable  Securities  are  then  listed.

     5.  Information  to be Furnished by the Holder. The Company may require the
Holder  of  the  Registrable  Securities  as  to which any registration is being
affected  to  furnish  the Company such information regarding the Holder and the
distribution  of such securities as the Company may from time to time reasonably
request  in  writing.

     6.  Discontinuance of Disposition of the Registrable Securities. The Holder
agrees  that,  upon  receipt of any notice from the Company of the occurrence of
any  event  of  the  kind  described  in  Paragraph 4(g) hereof, the Holder will
forthwith  discontinue  the  Holder's  disposition of the Registrable Securities
pursuant  to  the Registration Statement relating to such Registrable Securities
until  the  Holder's  receipt  of  the  copies  of  the  supplemented or amended
prospectus  contemplated  by  Paragraph 4(g) and, if so directed by the Company,
will  deliver  to  the Company (at the Company's expense) all copies, other than
permanent  file  copies,  then  in  the  Holder's  possession  of the prospectus
relating  to  such Registrable Securities current at the time of receipt of such
notice.

     7.  Incidental  Underwritten Offerings. If the Company at any time proposes
to  register  any  of its securities under the Securities Act as contemplated by
this  Agreement  and  such securities are to be distributed by or through one or
more  underwriters,  the  Company  will,  if  requested  by  the Holder, use its
commercially reasonable best efforts to arrange for such underwriters to include
all  the  Registrable  Securities to be offered and sold by the Holder among the
securities  to  be  distributed  by  such  underwriters.

     8.  Holdback  Agreements.  Subject to such other reasonable requirements as
may be imposed by the underwriter as a condition of inclusion of the Registrable
Securities  in  the  Registration Statement, the Holder agrees by acquisition of
the  Registrable  Securities, if so required by the managing underwriter, not to
sell, make any short sale of, loan, grant any option for the purchase of, effect
any  public  sale  or distribution of or otherwise dispose of, except as part of
such  underwritten  registration,  any  equity securities of the Company, during
such  reasonable  period of time requested by the underwriter; provided however:

     (a)  The secondary offering is intended to raise a minimum of $8,000,000 on
behalf  of  the  Company  and

     (b)  Such  period  shall  not  exceed the 90-day period commencing with the
completion  of  an  underwritten  offering.


                                        4
<PAGE>
The  Company agrees and acknowledges that during any holdback period, the Holder
may  sell, in the holdback period, Registrable Securities in the amount of up to
one  percent  per  week  of the shares of the Common Stock held by the Holder as
long  as  this  Agreement  remains  effective.

     9.  Participation in Underwritten Offerings. The Holder may not participate
in  any  underwritten  offering  under  this  Agreement  unless  the  Holder:

     (a) Agrees to sell its securities on the basis provided in any underwriting
arrangements  approved,  subject  to  the  terms  and  conditions hereof, by the
Holder;  and

     (b)  Completes  and  executes all questionnaires, indemnities, underwriting
agreements  and  other  documents (other than powers of attorney) required under
the  terms  of  such  underwriting  arrangements.

Notwithstanding  the foregoing, no underwriting agreement (or other agreement in
connection with such offering) shall require the Holder to make a representation
or  warranty  to  or  agreements with the Company or the underwriters other than
representations  and  warranties  contained in a writing furnished by the Holder
expressly  for  use  in  the  related Registration Statement or representations,
warranties  or  agreements  regarding  the  Holder,  the Holder and the Holder's
intended  method  of  distribution and any other representation required by law.

     10.  Preparation;  Reasonable  Investigation.  In  connection  with  the
preparation  and  filing of each Registration Statement under the Securities Act
pursuant to this Agreement, the Company will give the Holder and its counsel and
accountants,  the  opportunity  to  participate  in  the  preparation  of  the
Registration  Statement, each prospectus included therein or filed with the SEC,
and  each  amendment  thereof  or supplement thereto, and will give each of them
such  access  to  its  books  and  records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who  have  certified  its  financial  statements  as  shall be necessary, in the
reasonable opinion of the Holder's and such underwriters' respective counsel, to
conduct  a  reasonable  investigation  within the meaning of the Securities Act.

     11. Indemnification by the Company. In the event of any registration of any
securities of the Company under the Securities Act, the Company will, and hereby
does  agree  to  indemnify  and  hold  harmless  the  Holder,  its directors and
officers,  each  other  Person ("Person" means an individual, partnership, firm,
limited  liability  company,  trust, joint venture, association, corporation, or
any  other  legal  entity) who participates as an underwriter in the offering or
sale  of  such securities and each other Person, if any, who controls the Holder
or  any  such  underwriter  within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to which the Holder or
any  such  director  or  officer or underwriter or controlling person may become
subject  under  the Securities Act or otherwise, insofar as such losses, claims,
damages  or  liabilities  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in  respect  thereof)  arise  out  of  or are based upon any untrue
statement  or  alleged  untrue  statement  of any material fact contained in any
Registration  Statement  under  which  such securities were registered under the
Securities  Act,  any  preliminary  prospectus,  final  prospectus  or  summary
prospectus  contained  therein,  or  any amendment or supplement thereto, or any
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
the  Company  will  reimburse  the  Holder  and  each  such  director,  officer,
underwriter  and  controlling  person  for  any  legal  or  any  other  expenses
reasonably  incurred  by


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<PAGE>
them  in  connection  with  investigating  or  defending  any  such loss, claim,
liability,  action  or proceeding, provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability, (or
action  or  proceeding  in respect thereof) or expense arises out of or is based
upon  an  untrue  statement  or  alleged untrue statement or omission or alleged
omission  made  in  the Registration Statement, any such preliminary prospectus,
final  prospectus,  summary prospectus, amendment or supplement in reliance upon
and  in  conformity  with  written  information  furnished to the Company by the
Holder or underwriter stating that it is for use in the preparation thereof and,
provided  further  that  the  Company  shall  not  be  liable  to any Person who
participates  as  an  underwriter  in  the  offering  or sale of the Registrable
Securities  or to any other Person, if any, who controls such underwriter within
the  meaning of the Securities Act, in any such case to the extent that any such
loss,  claim,  damage, liability (or action or proceeding in respect thereof) or
expense  arises out of such Person's failure to send or give a copy of the final
prospectus,  as  the  same  may be then supplemented or amended, within the time
required  by  the  Securities  Act  to  the Person asserting the existence of an
untrue  statement or alleged untrue statement or omission or alleged omission at
or  prior  to the written confirmation of the sale of the Registrable Securities
to  such  Person  if  such  statement  or  omission  was corrected in such final
prospectus or an amendment or supplement thereto. Such indemnity shall remain in
full  force  and  effect regardless of any investigation made by or on behalf of
the  Holder or any such director, officer, underwriter or controlling person and
shall  survive  the  transfer  of  such  securities  by  the  Holder.

     12.  Indemnification by the Holder. The Company may require, as a condition
to  including  any  of  the Registrable Securities in any Registration Statement
filed  pursuant  to  this  Agreement,  that  the  Company shall have received an
undertaking  satisfactory  to it from the Holder, to indemnify and hold harmless
(in  the same manner and to the same extent as set forth in Paragraph 11 hereof)
the  Company, each director of the Company, each officer of the Company and each
other  Person,  if  any,  who  controls  the  Company  within the meaning of the
Securities  Act,  with  respect  to  any  statement  or  alleged statement in or
omission  or  alleged  omission from the Registration Statement, any preliminary
prospectus,  final  prospectus  or  summary prospectus contained therein, or any
amendment  or  supplement  thereto,  if  such  statement or alleged statement or
omission  or  alleged  omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by  the Holder specifically stating that it is for use in the preparation of the
Registration  Statement,  preliminary  prospectus,  final  prospectus,  summary
prospectus,  amendment  or  supplement.  Any such indemnity shall remain in full
force  and  effect,  regardless of any investigation made by or on behalf of the
Company  or  any  such director, officer or controlling person and shall survive
the  transfer  of  such  securities  by  the  Holder.

     13.  Notices of Claims, Etc. Promptly after receipt by an indemnified party
of  notice  of  the  commencement  of any action or proceeding involving a claim
referred  to  in  Paragraph  11  and Paragraph 12 hereof, such indemnified party
will,  if  claim in respect thereof is to be made against an indemnifying party,
give  written  notice to the latter of the commencement of such action, provided
that  the  failure  of  any  indemnified party to give notice as provided herein
shall  not  relieve the indemnifying party of its obligations under Paragraph 11
and  Paragraph  12  hereof,  except to the extent that the indemnifying party is
actually  prejudiced  by such failure to give notice. In case any such action is
brought  against  an  indemnified  party,  unless  in  such  indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties may exist in respect of such claim, the indemnifying party
shall  be  entitled to participate in and to assume the defense thereof, jointly
with  any  other  indemnifying  party similarly notified, to the extent that the
indemnifying  party  may  wish,  with  counsel  reasonably  satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified


                                        6
<PAGE>
party  of  its election so to assume the defense thereof, the indemnifying party
shall  not  be  liable to such indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any  settlement  of  any  such action which does not include as an unconditional
term  thereof  the giving by the claimant or plaintiff to such indemnified party
of  a  release  from all liability, or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or  enter  into  any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying party.

     14.  Other  Indemnification.  Indemnification  similar to that specified in
Paragraph  11  and Paragraph 12 hereof (with appropriate modifications) shall be
given  by  the  Company  and  the Holder (but only if and to the extent required
pursuant to the terms hereof) with respect to any required registration or other
qualification  of securities under any federal or state law or regulation of any
governmental  authority,  other  than  the  Securities  Act.

     15.  Indemnification Payments. The indemnification required by Paragraph 11
and Paragraph 12 hereof shall be made by periodic payments of the amount thereof
during  the  course  of  the  investigation  or  defense,  as and when bills are
received  or  expense,  loss,  damage  or  liability  is  incurred.

     16.  Contribution.  If the indemnification provided for in Paragraph 11 and
Paragraph  12  hereof  is  unavailable to an indemnified party in respect of any
expense,  loss,  claim,  damage  or  liability  referred  to  therein, then each
indemnifying  party,  in  lieu  of  indemnifying  such  indemnified party, shall
contribute  to  the amount paid or payable by such indemnified party as a result
of  such  expense,  loss,  claim,  damage  or  liability:

     (a)  In  such proportion as is appropriate to reflect the relative benefits
received  by  the  Company on the one hand and the Holder or underwriter, as the
case  may  be, on the other from the distribution of the Registrable Securities;
or

     (b)  If  the  allocation  provided  by clause (a) above is not permitted by
applicable  law,  in  such  proportion as is appropriate to reflect not only the
relative benefits referred to in clause (a) above but also the relative fault of
the  Company  on  the one hand and of the Holder or underwriter, as the case may
be,  on  the other in connection with the statements or omissions which resulted
in  such  expense,  loss,  damage  or  liability,  as well as any other relevant
equitable  considerations.

The  relative benefits received by the Company on the one hand and the Holder or
underwriter,  as  the  case  may  be,  on  the  other  in  connection  with  the
distribution  of  the  Registrable  Securities shall be deemed to be in the same
proportion  as  the  total net proceeds received by the Company from the initial
sale  of the Registrable Securities by the Company to the purchasers bear to the
gain,  if any, realized by all selling holders participating in such offering or
the  underwriting  discounts and commissions received by the underwriter, as the
case may be. The relative fault of the Company on the one hand and of the Holder
or  underwriter,  as  the  case  may  be,  on  the  other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a  material fact or omission to state a material fact relates to information
supplied  by  the  Company, by the Holder or by the underwriter and the parties'
relative  intent,  knowledge,  access to information supplied by the Company, by
the  Holder  or  by the underwriter and the parties' relative intent, knowledge,
access  to  information  and  opportunity  to  correct


                                        7
<PAGE>
or  prevent such statement or omission, provided that the foregoing contribution
agreement  shall  not  inure  to  the  benefit  of  any  indemnified  party  if
indemnification  would be unavailable to such indemnified party by reason of the
provisions  contained  hereof,  and  in  no  event  shall  the obligation of any
indemnifying  party to contribute under this Paragraph 16 exceed the amount that
such  indemnifying  party  would  have  been  obligated  to  pay  by  way  of
indemnification if the indemnification provided for hereunder had been available
under  the  circumstances.
The  Company  and  the  Holder  agree that it would not be just and equitable if
contribution  pursuant  to  this  Paragraph  16  were  determined  by  pro  rata
allocation  (even  if the Holder and any underwriters were treated as one entity
for  such  purpose)  or  by  any  other  method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
herein,  any  legal  or  other  expenses reasonably incurred by such indemnified
party  in  connection  with investigating or defending any such action or claim.

     17.  Limitation  on  Contributions.  Notwithstanding  the  provisions  of
Paragraph  16, the Holder and an underwriter shall not be required to contribute
any  amount  in excess of the amount by which (a) in the case of the Holder, the
net  proceeds received by the Holder from the sale of Registrable Securities, or
(b)  in  the  case  of  an underwriter, the total price at which the Registrable
Securities  purchased  by  it  and distributed to the public were offered to the
public  exceeds,  in any such case, the amount of any damages that the Holder or
underwriter  has  otherwise  been  required  to  pay by reason of such untrue or
alleged  untrue  statement  or  omission.  No  Person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.

     18.  Rule  144.  The  Company  shall timely file the reports required to be
filed by it under the Securities Act and the Securities Exchange Act of 1934, as
amended (including but not limited to the reports under Sections 13 and 15(d) of
the  Securities Exchange Act of 1934 referred to in subparagraph (c) of Rule 144
adopted  by  the  SEC  under  the  Securities Act) and the rules and regulations
adopted  by  the SEC thereunder (or, if the Company is not required to file such
reports,  will,  upon  the  request of the Holder, make publicly available other
information)  and  will  take  such  further action as the Holder may reasonably
request,  all  to  the extent required from time to time to enable the Holder to
sell Registrable Securities without registration under the Securities Act within
the  limitation  of the exemptions provided by (a) Rule 144 under the Securities
Act,  as  such Rule may be amended from time to time, or (b) any similar rule or
regulation  hereafter  adopted  by  the SEC. Upon the request of the Holder, the
Company  will  deliver  to  the  Holder a written statement as to whether it has
complied  with  the  requirements  of  this  Paragraph.

     19.  Amendments  and Waivers. This Agreement may be amended and the Company
may  take  any  action  herein  prohibited,  or  omit  to perform any act herein
required  to  be  performed  by  it, only if the Company shall have obtained the
written  consent  to such amendment, action or omission to act, of the holder or
holders  of  the  sum  of  the  51  percent  or  more  of  the shares of (a) the
Registrable  Securities issued at such time, plus (b) the Registrable Securities
issuable  upon  exercise  or  conversion  of  the securities of the Company then
constituting  derivative securities (if such securities were not fully exchanged
or  converted in full as of the date such consent if sought). Each holder of any
Registrable  Securities  at the time or thereafter outstanding shall be bound by
any  consent  authorized  by  this  Paragraph,  whether  or not such Registrable
Securities  shall  have  been  marked  to  indicate  such  consent.


                                        8
<PAGE>
     27.  Failure  or  Indulgence Not Waiver; Remedies Cumulative. No failure or
delay  on  the  part  of any party hereto in the exercise of any right hereunder
shall  impair  such right or be construed to be a waiver of, or acquiescence in,
any  breach  of  any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude other or further
exercise  thereof  or of any other right. All rights and remedies existing under
this  Agreement  are cumulative to, and not exclusive of, any rights or remedies
otherwise  available.

     28.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together  shall  constitute one and the same agreement. A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

     29.  Entire  Agreement.  This  Agreement  embodies the entire agreement and
understanding  between  the  Company and each other party hereto relating to the
subject  matter  hereof  and  supersedes all prior agreements and understandings
relating  to  such  subject  matter.

IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
written  above.

Charys Holding Company, Inc.

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

Title: CEO



HOLDER:

Ruby Belle, LLC

By
   -------------------------------------

Title:
       ---------------------------------


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