Billy Ray Employment Agreement

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

     This Employment Agreement ("Agreement") is made as of the 15th day of June,
                                                               ----        ----
2004  by  and between Charys Holding Company Inc, a Delaware corporation located
at  1117  Perimeter  Center  West,  Suite  N  415,  Atlanta  Georgia  30338 (the
"Company"),  and  Billy  V.  Ray  (hereinafter,  the  "Executive").

                                R E C I T A L S
                                - - - - - - - -

          A.     The  Board of Directors of the Company (the "Board") recognizes
the Executive's potential contribution to the growth and success of the Company,
and  desires to assure the Company of the Executive's employment in an executive
capacity  and  to  compensate  him therefore, and has approved the provisions of
this  Agreement  and  has  authorized the officers of the Company to execute the
Agreement  on  behalf  of  the  Company.

          B.     The  Executive is willing to make his services available to the
Company  and  on  the  terms  and  conditions  hereinafter  set  forth.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth  herein,  the  parties  agree  as  follows:

     1.   Employment.
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          1.1. Employment  and  Term.  The  Company  hereby agrees to employ the
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Executive  and the Executive hereby agrees to serve the Company on the terms and
conditions  set  forth  herein.

          1.2. Duties  of  Executive.  During  the Term of Employment under this
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Agreement,  the  Executive  shall  serve  as  the Chief Executive Officer of the
Company.   The  Executive  shall  be  accountable only to the Board of Directors
(the  "Board"),  and,  subject  to  the  authority  of  the  Board,  shall  have
supervision  and  control over, and responsibility for the overall operations of
the Company. He also shall have such other powers and duties as may from time to
time  be  prescribed by the Board, provided that such duties are consistent with
the  Executive's  position as CEO of a company the size and type of the Company.
The  Executive shall devote the necessary time and attention to the business and
affairs of the Company, render such services to the best of his ability, and use
his  reasonable  best  efforts  to  promote  the  interests  of  the  Company.
Notwithstanding the foregoing or any other provision of this Agreement, it shall
not be a breach or violation of this Agreement for the Executive to (i) serve on
corporate  (subject  to  approval  of  the Board), civic or charitable boards or
committees,  (ii)  deliver  lectures,  fulfill  speaking engagements or teach at
educational  institutions, or (iii) manage personal investments, so long as such
activities do not significantly interfere with or significantly detract from the
performance  of  the  Executive's  responsibilities to the Company in accordance
with  this Agreement. The Executive may continue to serve out the remaining term
as  a  board  member  on  any  corporate  board  on  which  he  serves as of the
Commencement  Date.


<PAGE>
     2.   Term.
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          2.1. Term.  The  term  of  employment  under this Agreement (the "Term
               -----
of  Employment")  shall  commence  as  of  the  15th  day  of  June  2004  (the
                                                ----           ----
"Commencement Date") and shall continue for a period ending Three (3) years from
any  date  as  of  which  the Term of Employment is being determined, subject to
earlier  termination  pursuant  to  Section  5  hereof.  This  agreement  shall
automatically  renew  for  an  additional  3  year term at the conclusion of the
initial  or  successive  3  year terms. The date on which the Term of Employment
shall  expire  is  sometimes  referred  to  in this Agreement as the "Expiration
Date".

     3.   Compensation.
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          3.1. Base  Salary.  The  Executive  shall receive a base salary at the
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annual  rate  of  "see  attachment  A"  (the  "Base  Salary") during the Term of
Employment,  with  such  Base Salary payable in installments consistent with the
Company's  normal  payroll schedule, subject to applicable withholding and other
taxes. The Base Salary shall be reviewed, at least annually, for merit increases
and  may, by action and in the discretion of the Board, be increased at any time
or from time to time. The Executive's Base Salary at any point in time shall not
be  decreased  for  any  reason.

          3.2. Bonuses.  In  addition  to  Base  Salary  the  Executive shall be
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eligible  to  receive a bonus (the "Annual Bonus") payable in such amount and at
such  times  as may be recommended by the Compensation Committee of the Board of
Directors  in  its  sole  discretion.

          4.   Expense  Reimbursement  and  Other  Benefits.
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          4.1. Reimbursement  of  Expenses.  Upon  the  submission  of
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proper substantiation by the Executive, and subject to such rules and guidelines
as  the Company may from time to time adopt with respect to the reimbursement of
expenses  of  executive personnel, the Company shall reimburse the Executive for
all  reasonable  expenses  actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement  is  sought and shall supply to the Company copies of all relevant
invoices,  receipts  or  other  evidence  reasonably  requested  by the Company.

          4.2. Compensation/Benefit Programs. During the Term of Employment, the
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Executive  shall  be  entitled  to  participate  in  all  medical,  dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance  plans and all other plans as are presently and hereinafter offered by
the  Company  to  its  executive  personnel,  including  savings, pension,
profit-sharing  and  deferred  compensation  plans.

          4.3. Working  Facilities.  During  the Term of Employment, the Company
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shall  furnish  the  Executive  with  an office, secretarial help and such other
facilities  and  services  suitable  to  his  position  and  adequate  for  the
performance  of  his  duties  hereunder.

          4.4. Automobile.  During the Term of Employment, the Company shall, at
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the  Company's  election,  either  (i)  pay  to  the Executive a non-accountable
automobile  allowance  of


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<PAGE>
$500  per  month or (ii) provide the Executive with a mid-size automobile (which
initially  shall  be  new  and  shall be replaced not less frequently than every
three  (3)  years),  and reimburse the Executive for the costs of gasoline, oil,
repairs,  maintenance,  insurance  and  other  expenses incurred by Executive by
reason of the use of the automobile. (This provision shall become effective when
the  company  has  funded  it's  initial  operations  and such formal program is
instituted  in  the  Company)

          4.5. Stock  Options.
               --------------

               a.   Initial  Grant.  As  of  the  Commencement Date, the Company
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shall  grant  to  the  Executive,  an option to purchase 10,000 shares of common
stock  of the Company (the "Initial Options") (these options shall be granted in
post  1  for  10  reverse split shares created during the merger with Spiderboy,
International,  Inc.) at the closing price on the Commencement Date. This option
shall  be  immediately  exercisable  in  full and shall remain exercisable for a
period of ten (10)  years, whether or not the Executive continues to be employed
by  the  Company during that period. The parties intend that the Initial Options
be granted pursuant to the Company's stock option plan (the "Stock Option Plan")
and  shall  be  incentive  stock options to the extent allowable under the Stock
Option  Plan  and  applicable  laws;  provided,  however,  in the event that the
Initial  Options  may  not  be  granted  under  the Stock Option Plan due to the
failure  of  the  Company  to  obtain shareholder approval of an increase in the
number  of  shares  available for grant thereunder, the Initial Options shall be
granted  to  the  Executive  outside  of  the  Stock  Option  Plan.

               b.   Future  Grants.  In addition, during the Term of Employment,
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the  Executive  shall be eligible to be granted options (the "Stock Options") to
purchase  common  stock (the "Common Stock") of the Company under (and therefore
subject to all terms and conditions of) the Company's Stock Option Plan, and any
successor  plan  thereto  (the "Stock Option Plan"); provided, however, that the
Stock  Options  shall become immediately exercisable in full upon termination of
the  Executive's  employment  with  the  Company  for  any  reason  other  than
termination  by the Company for Cause under Section 5.1 hereof or termination by
the Executive without Good Reason under Section 5.5b hereof. The number of Stock
Options and terms and conditions of the Stock Options shall be determined by the
committee  of  the  Board appointed pursuant to the Stock Option Plan, or by the
Board  of  Directors of the Company, in its discretion and pursuant to the Stock
Option  Plan.

          4.6. Other  Benefits.  The  Executive  shall  be  entitled  to six (6)
               ---------------
weeks  of  paid vacation each calendar year during the Term of Employment, to be
taken  at  such  times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties
required  to be rendered by the Executive hereunder. Any vacation time not taken
by Executive during any calendar year may be carried forward into any succeeding
calendar  year. The Executive shall receive such additional benefits, if any, as
the  Board  of  the  Company  shall  from  time  to  time  determine.

     5.   Termination.
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<PAGE>
          5.1. Termination  for  Cause.  The  Company  shall  at  all times have
               -----------------------
the  right,  upon  written  notice  to  the  Executive, to terminate the Term of
Employment, for Cause as defined below. For purposes of this Agreement, the term
"Cause"  shall mean (i) an action or omission of the Executive which constitutes
a  willful  and material breach of, or a willful and material failure or refusal
(other  than  by  reason  of his disability or incapacity) to perform his duties
under,  this  Agreement  which  is not cured within fifteen (15) days (or if the
Executive  is  acting  diligently to effect a cure, such longer time as shall be
reasonably  necessary  to  effect  the  cure)  after receipt by the Executive of
written  notice  of same, (ii) fraud, embezzlement, misappropriation of funds or
breach of trust in connection with his services hereunder, or (iii) a conviction
of any crime which involves dishonesty or a breach of trust. Any termination for
Cause  shall  be  made in writing by notice to the Executive, which notice shall
set  forth  in reasonable detail all acts or omissions upon which the Company is
relying for such termination. The Executive (and his legal representative) shall
have  the  right to address the Board regarding the acts set forth in the notice
of  termination.  Upon any termination pursuant to this Section 5.1, the Company
shall  (i)  pay  to  the  Executive  any  unpaid Base Salary through the date of
termination  and  (ii)  pay  to  the  Executive  accrued  but  unpaid  Incentive
Compensation,  if  any, for any Bonus Period ending on or before the date of the
termination  of  Executive's  employment  with the Company. Upon any termination
effected and compensated pursuant to this Section 5.1, the Company shall have no
further  liability  hereunder  (other  than for (x) reimbursement for reasonable
business  expenses  incurred prior to the date of termination, subject, however,
to  the  provisions  of  Section 4.1, and (y) payment of compensation for unused
vacation  days  that  have  accumulated  during  the calendar year in which such
termination  occurs).

          5.2. Disability.  The  Company shall at all times have the right, upon
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written  notice  to  the  Executive, to terminate the Term of Employment, if the
Executive  shall  as  the  result  of  mental or physical incapacity, illness or
disability,  become  unable to perform his obligations hereunder for a period of
180  days in any 12-month period.  The determination of whether the Executive is
or  continues to be disabled shall be made in writing by a physician selected by
the  Board  and  reasonably  acceptable  to  the Executive. Upon any termination
pursuant  to  this  Section  5.2, the Company shall (i) pay to the Executive any
unpaid  Base  Salary through the effective date of termination specified in such
notice,  (ii) pay to the Executive accrued but unpaid Incentive Compensation, if
any,  for  any  Bonus  Period ending on or before the date of termination of the
Executive's  employment  with  the  Company,  (iii)  pay  to  the  Executive his
Termination Year Bonus, if any, at the time provided in Section 3.2f hereof, and
(iv)  pay  to  the  Executive  any  then  unpaid  Additional Bonuses at the time
provided  in  Section  3.2(c).  Upon  any  termination  effected and compensated
pursuant  to  this  Section  5.2,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section  4.1, and (y) payment of compensation for unused vacation days that have
accumulated  during  the  calendar  year  in  which  such  termination  occurs).

          5.3. Death.  Upon  the  death  of  the  Executive  during  the Term of
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Employment,  the  Company  shall (i) pay to the estate of the deceased Executive
any  unpaid  Base  Salary through the Executive's date of death, (ii) pay to the
estate  of  the deceased Executive accrued but unpaid Incentive Compensation, if
any,  for  any  Bonus  Period ending on or before the Executive's date of death,
(iii)  pay  to the estate of the deceased Executive, the Executive's Termination
Year  Bonus,


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<PAGE>
if  any,  at  the  time  provided  in  Section  3.2f hereof, and (iv) pay to the
Executive's  estate  any  then unpaid Additional Bonuses at the time provided in
Section  3.2(c).  Upon any termination effected and compensated pursuant to this
Section  5.3,  the Company shall have no further liability hereunder (other than
for  (x)  reimbursement  for  reasonable business expenses incurred prior to the
date  of  the  Executive's  death, subject, however to the provisions of Section
4.1,  and  (y)  payment  of  compensation  for  unused  vacation  days that have
accumulated  during  the  calendar  year  in  which  such  termination  occurs).

          5.4. Termination  Without  Cause.  The Company shall have the right to
               ---------------------------
terminate  the  Term  of  Employment by written notice not less than thirty (30)
days  prior  to  the  termination  date,  to the Executive. Upon any termination
pursuant  to  this  Section 5.4 (that is not a termination under any of Sections
5.1,  5.2,  5.3  or  5.5,  the  Company  shall  (i)  pay to the Executive on the
termination  date  unpaid  Base  Salary, if any, through the date of termination
specified  in  such  notice,   (ii)  pay  to  the  Executive  the   accrued  but
unpaid  Incentive Compensation, if any, for any Bonus Period ending on or before
the  date  of the termination of the Executive's employment with the Company, at
the time provided in Section 3.2a, (iii) pay to the Executive on the termination
date a lump sum payment equal to three (3) times the sum of (x) his Base Salary,
if  any  as  of the date of his termination and (y) the accrued but unpaid Bonus
for  the  year  in  which  such termination occurs, (iv) continue to provide the
Executive  with  the benefits under Sections 4.2 and 4.4 hereof (the "Benefits")
for  a  period  of  three  (3)  years  immediately  following  the  date  of his
termination in the manner and at such times as the Benefits otherwise would have
been  provided  to  the Executive; (v) pay to the Executive as a single lump sum
payment,  within 30 days of the date of termination, a lump sum benefit equal to
the  value  of  the  portion  of his benefits under any savings, pension, profit
sharing  or  deferred compensation plans that are forfeited under such plans but
that  would  not have been forfeited if the Executive's employment had contained
for  an  additional three (3) years.  In the event that the Company is unable to
provide  the  Executive  with  any  Benefits required hereunder by reason of the
termination of the Executive's employment pursuant to this Section 5.4, then the
Company shall promptly reimburse the Executive for amounts paid by the Executive
to  acquire  comparable  coverage. Upon any termination effected and compensated
pursuant  to  this  Section  5.4,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred  prior  to the date of termination, subject, however, to the provisions
of  Section  4.1,  and (y) payment of compensation for unused vacation days that
have  accumulated  during  the  calendar year in which such termination occurs).

          5.5. Termination  by  Executive.
               --------------------------

               a.   The  Executive shall at all times have the right, by written
notice  not  less than (30) days prior to the termination date, to terminate the
Term  of  Employment.

               b.   Upon  termination of the Term of Employment pursuant to this
Section 5.5 by the Executive without Good Reason (as defined below), the Company
shall  (i) pay to the Executive upon the termination date any unpaid Base Salary
through  the effective date of termination specified in such notice or otherwise
mutually  agreed  and (ii) pay to the Executive any accrued but unpaid Incentive
Compensation,  if  any, for any Bonus Period ending on or before the termination
of  Executive's  employment  with  the  Company,  at  the  time  provided  in


                                      -5-
<PAGE>
Section  3.2.  Upon  any  termination  effected and compensated pursuant to this
Section  5.5(b),  the  Company  shall have no further liability hereunder (other
than  for  (x)  reimbursement for reasonable business expenses incurred prior to
the date of termination, subject, however, to the provisions of Section 4.1, and
(y)  payment  of  compensation  for  unused  vacation days that have accumulated
during  the  calendar  year  in  which  such  termination  occurs).

               c.   Upon  termination of the Term of Employment pursuant to this
Section  5.5  by  the  Executive  for  Good Reason, the Company shall pay to the
Executive the same amounts, and shall continue or compensate for Benefits in the
same  amounts,  that  would  have been payable or provided by the Company to the
Executive under Section 5.4 of this Agreement if the Term of Employment had been
terminated  by the Company without Cause. In addition, if the termination of the
Term  of  Employment  occurs  after  a Change in Control, and as a result of the
Change  in Control, the Executive would be entitled to a reduction in the option
price  for  any  options granted to the Executive, or any cash payments from the
Company,  (other  than those provided under this Agreement) in addition to those
specified  in  Section  5.4, under any plan or program maintained by the Company
(the  "Additional  Benefits"), then the Company shall provide the Executive with
those  Additional  Benefits,  if  and  only  to  the extent that such Additional
Benefits,  when  added  to  the amounts payable and the Benefits provided by the
Company  to  the  Executive  hereunder,  will  not  constitute  excess parachute
payments  with  the  meaning  of  Section 280G of the Code. Upon any termination
effected and compensated pursuant to this Section 5.5(c), the Company shall have
no  further liability hereunder (other than for (x) reimbursement for reasonable
business  expenses  incurred prior to the date of termination, subject, however,
to  the  provisions  of  Section 4.1, and (y) payment of compensation for unused
vacation  days  that  have  accumulated  during  the calendar year in which such
termination  occurs.)

               d.   For purposes of this Agreement, "Good Reason" shall mean (i)
the  assignment  to the Executive of any duties inconsistent in any respect with
the  Executive's  position  (including  status,  offices,  titles  and reporting
requirements),  authority, duties or responsibilities as contemplated by Section
1.2  of  this  Agreement,  or any other action by the Company which results in a
diminution  in  such  position, authority, duties or responsibilities, excluding
for  this purpose an isolated, insubstantial and inadvertent action not taken in
bad  faith and which is remedied by the Company promptly after receipt of notice
thereof  given  by the Executive; (ii) any failure by the Company to comply with
any  of  the  provisions of Article 3 of this Agreement, other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive; (iii) the Company's requiring the Executive to be based at any office
or  location,  that  is  not  within  50  miles of Atlanta, GA except for travel
reasonably required in the performance of the Executive's responsibilities; (iv)
any  purported  termination  by  the Company of the Executive's employment other
than for Cause pursuant to Section 5.1, or because of the Executive's disability
pursuant  to Section 5.2 of this Agreement; or (v) the occurrence of a Change in
Control.  For  purposes  of this Section 5.5(d), the Executive acknowledges that
the  Company's  holding  company  functions are headquartered and centralized in
Atlanta,  Georgia.  For  purposes  of  this  Section  5.5(d),  any  good  faith
determination  of  "Good  Reason"  made  by  the  Executive shall be conclusive;
provided  that  the  Executive  shall  not  exercise  his right to terminate his
employment  for  Good Reason without first giving sixty (60) days written notice
to  the Company of the factual basis constituting Good Reason. The Company shall
have  the  right


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<PAGE>
to  cure  the  problem(s)  noted  by  the  Executive,  before  the Executive may
terminate  his  employment  for  Good  Reason.

               e.   For purposes of this Agreement, the term "Change in Control"
shall  mean:

                    (i)  Approval  by  the  shareholders of the Company of (x) a
reorganization,  merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders  of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than
50%  of  the combined voting power entitled to vote generally in the election of
directors  of the reorganized, merged or consolidated company's then outstanding
voting  securities,  in  substantially  the  same proportions as their ownership
immediately  prior  to  such  reorganization,  merger,  consolidation  or  other
transaction,  or (y) a liquidation or dissolution of the Company or (z) the sale
of  all  or  substantially  all  of  the  assets  of  the  Company  (unless such
reorganization,  merger,  consolidation  or  other  corporate  transaction,
liquidation,  dissolution  or  sale  is  subsequently  abandoned);

                    (ii) A  new  Board member is elected without the approval of
at  least two of the persons who, as of the Commencement Date of this Agreement,
constitute  the  Board  (the  "Incumbent  Board");  or

                    (iii)  the  acquisition (other than from the Company) by any
person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
the  Securities Exchange Act, of beneficial ownership within the meaning of Rule
13-d  promulgated  under  the Securities Exchange Act of more than 50% of either
the then outstanding shares of the Company's Common Stock or the combined voting
power  of  the  Company's  then  outstanding  voting securities entitled to vote
generally in the election of directors (hereinafter referred to as the ownership
of  a  "Controlling  Interest") excluding, for this purpose, any acquisitions by
(1)  the  Company or its Subsidiaries, (2) any person, entity or "group" that as
of the Commencement Date of this Agreement owns beneficial ownership (within the
meaning  of  Rule  13d-3  promulgated  under  the  Securities Exchange Act) of a
Controlling  Interest  or  (3)  any  employee benefit plan of the Company or its
Subsidiaries;

                    (iv) provided  that,  with respect to this Section 5.5(e), a
Change  in  Control  shall  not  be  deemed  to  have occurred should any of the
contingencies  referred  to  in  this  Section  involve  any of those companies,
persons  or  other  legal  entities  with  whom the Company is negotiating on or
before  the  Commencement  Date  and  which are communicated, in writing, by the
                                 ---
Company  to  the  Executive  upon  execution  of  this  Agreement.

          5.6. Certain  Additional  Payments  by  the  Company. Anything in this
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Agreement  to  the contrary notwithstanding, in the event it shall be determined
that  any  payment,  distribution  or  other action by the Company to or for the
benefit  of  the  Executive  (whether  paid  or  payable  or  distributed  or
distributable  pursuant  to  the terms of this Agreement or otherwise, including
any  additional payments required under this Section 5.6) (a "Payment") would be
subject to an excise tax imposed by Section 4999 of the Internal Revenue Code of
1986,  as


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<PAGE>
amended (the "Code"), or any interest or penalties are incurred by the Executive
with  respect  to  any  such excise tax (such excise tax, together with any such
interest  and penalties, are hereinafter collectively referred to as the "Excise
Tax"),  the Company shall make a payment to the Executive (a "Gross-Up Payment")
in  an  amount  such that after payment by the Executive of all taxes (including
any Excise Tax) imposed upon the Gross-Up Payment, the Executive retains (or has
had  paid  to  the  Internal  Revenue  Service  on  his behalf) an amount of the
Gross-Up  Payment  equal  to  the  sum  of  (x)  the Excise Tax imposed upon the
Payments  and  (y)  the  product  of  any  deductions  disallowed because of the
inclusion  of  the Gross-Up Payment in the Executive's adjusted gross income and
the highest applicable marginal rate of federal income taxation for the calendar
year  in  which  the Gross-Up Payment is to be made. For purposes of determining
the  amount  of  the  Gross-Up Payment, the Executive shall be deemed to (i) pay
federal  income  taxes  at the highest marginal rates of federal income taxation
for  the calendar year in which the Gross-Up Payment is to be made, and (ii) pay
applicable state and local income taxes at the highest marginal rate of taxation
for  the  calendar  year in which the Gross-Up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of  such  state  and  local  taxes.

          5.7. Resignation.  Upon  any  termination  of  employment  pursuant to
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this  Article  5,  the Executive shall be deemed to have resigned as an officer,
and  if  he or she was then serving as a director of the Company, as a director,
and if required by the Board, the Executive hereby agrees to immediately execute
a  resignation  letter  to  the  Board.

          5.8. Survival.  The  provisions  of  this  Article 5 shall survive the
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termination  of  this  Agreement,  as  applicable.

     6.   Restrictive  Covenants.
          ----------------------

          6.1. Non-competition.  In  order  to  fully  protect  the  Company's
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Proprietary  Information,  at  all  times  during  the  Restricted  Period,  the
Executive  shall  not,  directly or indirectly, perform or provide managerial or
executive  services  on  behalf  of  any  person,  entity or enterprise which is
engaged  in,  or  plans  to  engage  in,  any business in the United States that
directly  or  indirectly competes with the Company's Business (for this purpose,
the  "Company's  Business"  is  the  business of telephone and telecommunication
installation  and  service.) During the Executive's employment with the Company,
the  Executive  shall  not,  directly  or  indirectly,  have any interest in any
business  (other  than  the  Company) that competes with the Company's Business,
provided  that  this  provision  shall not apply to the Executive's ownership or
acquisition,  solely  as  an  investment,  of  securities  of any issuer that is
registered  under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as  amended,  and  that  are listed or admitted for trading on any United States
national  securities  exchange or that are quoted on the National Association of
Securities  Dealers  Automated  Quotations  System,  or  any  similar  system or
automated  dissemination  of  quotations  of securities prices in common use, so
long  as  the  Executive  does not control, acquire a controlling interest in or
become  a  member of a group which exercises direct or indirect control of, more
than  five  percent  of  any  class  of  capital  stock of such corporation. For
purposes  of  this  Agreement the "Restricted Period" shall be the period during
which  the  Executive  is  employed  by  the  Company  and,  if  the Executive's
employment  with  the  Company is either terminated by the Company without Cause
pursuant  to  Section  5.4,  or


                                      -8-
<PAGE>
by  the  Executive for Good Reason pursuant to Section 5.5c, and the Company has
paid  to  the Executive all of amounts then payable to the Executive pursuant to
Sections  5.4  or  5.5c,  as  applicable,  the  one  (1) year period immediately
following  the  termination  of  the  Executive's  employment  with the Company.

          6.2. Confidential  Information.  The  Executive  recognizes  and
               -------------------------
acknowledges  that  the  Trade  Secrets  (as  defined  below)  and  Confidential
Information  (as  defined  below),  of  the Company and all physical embodiments
thereof,  as  they  may  exist from time-to-time, collectively, the "Proprietary
Information"  are valuable, special and unique assets of the Company's business.
In order to obtain and/or maintain access to such Proprietary Information, which
employee  acknowledges  is essential to the performance of his duties under this
Agreement,  the  Executive  agrees  that,  except  with  respect to those duties
assigned  to  him  by  the  Company,  the Executive shall hold in confidence all
Proprietary  Information  and the Executive will not reproduce, use, distribute,
disclose,  or  otherwise misappropriate any Proprietary Information, in whole or
in  part,  and will take no action causing, or fail to take any action necessary
to  prevent  causing,  any  Proprietary  Information  to  lose  its character as
Proprietary Information, nor will the Executive make use of any such Information
for  the  Executive's own purposes or for the benefit of any person, business or
legal  entity  (except  the  Company)  under  any circumstances, except that the
Executive  may  disclose  such Proprietary Information to the extent required by
law,  provided  that,  prior  to any such disclosure, the Company be provided an
opportunity  to  contest  such  disclosure.

          For  purposes  of  this  Agreement,  the  term  "Trade  Secrets" means
information  belonging  to  or  licensed  to  the  Company,  regardless of form,
including,  but  not  limited  to, any technical or non-technical data, formula,
pattern,  compilation,  program,  device, method, technique, drawing, financial,
marketing  or  other  business  plan,  lists of actual or potential customers or
suppliers,  or  any  other  information  similar  to any of the foregoing, which
derives  economic value, actual or potential, from not being generally known to,
and  not  being  readily ascertainable by proper means by, other persons who can
derive  economic  value  from  its  disclosure  or  use.  The term "Confidential
Information"  means  any  information  belonging  to or licensed to the Company,
regardless  of  form, other than Trade Secrets, which is valuable to the Company
and  not  generally  known  to  competitors  of  the  Company.

          The  provisions of this Section 6.2 will apply to Trade Secrets for as
long  as such information remains a Trade Secret and to Confidential Information
during  the  Executive's employment with the Company and for a period of two (2)
years  following  the termination of the Executive's employment with the Company
for  whatever  reason.

          6.3. Non-solicitation  of Employees and Customers. At all times during
               --------------------------------------------
the  Restricted  Period,  as  defined in Section 6.1 hereof, the Executive shall
not,  directly  or  indirectly,  for  himself  or  for  any  other person, firm,
corporation,  partnership,  association  or  other  entity  (a) employ, solicit,
recruit or attempt to employ, solicit, or recruit any employee of the Company to
leave  the Company's employment, or (b) solicit or attempt to solicit any of the
actual or targeted prospective customers or clients of the Company with whom the
Executive  had material contact or about whom the Executive learned Confidential
Information  on  behalf  of any person or entity in connection with any business
that  competes  with  the  Company's  Business.


                                      -9-
<PAGE>
          6.4. Ownership  of  Developments.  All  copyrights,  patents,  trade
               ---------------------------
secrets,  or  other  intellectual  property  rights  associated  with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients  (collectively,  the  "Work  Product")  shall  belong exclusively to the
Company  and  shall,  to  the  extent possible, be considered a work made by the
Executive  for hire for the Company within the meaning of Title 17 of the United
States  Code.  To the extent the Work Product may not be considered work made by
the  Executive  for  hire  for  the Company, the Executive agrees to assign, and
automatically  assign  at  the time of creation of the Work Product, without any
requirement  of  further  consideration,  any  right,  title,  or  interest  the
Executive  may  have  in such Work Product. Upon the request of the Company, the
Executive  shall  take such further actions, including execution and delivery of
instruments  of conveyance, as may be appropriate to give full and proper effect
to  such  assignment.

          6.5. Books  and  Records. All books, records, and accounts relating in
               -------------------
any  manner  to the customers or clients of the Company, whether prepared by the
Executive  or  otherwise  coming  into  the Executive's possession, shall be the
exclusive  property  of  the  Company  and  shall be returned immediately to the
Company  on  termination  of  the  Executive's  employment  hereunder  or on the
Company's  request  at  any  time.

          6.6. Definition of Company. Solely for purposes of this Article 6, the
               ---------------------
term  "Company"  also  shall  include any existing or future subsidiaries of the
Company  that  are  operating  during  the time periods described herein and any
other  entities that directly or indirectly, through one or more intermediaries,
control,  are  controlled by or are under common control with the Company during
the  periods  described  herein.

          6.7. Acknowledgment  by  Executive.  The  Executive  acknowledges
               -----------------------------
and  confirms that (a) the restrictive covenants contained in this Article 6 are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company, and (b) the restrictions contained in this Article 6 (including without
limitation  the  length of the term of the provisions of this Article 6) are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion  of  any kind. The Executive further acknowledges and confirms that his
full,  uninhibited and faithful observance of each of the covenants contained in
this  Article  6  will not cause him any undue hardship, financial or otherwise,
and  that  enforcement of each of the covenants contained herein will not impair
his  ability  to  obtain employment commensurate with his abilities and on terms
fully  acceptable  to  him  or  otherwise  to  obtain  income  required  for the
comfortable  support  of him and his family and the satisfaction of the needs of
his  creditors.    The  Executive  acknowledges  and  confirms  that his special
knowledge  of  the  business  of  the Company is such as would cause the Company
serious  injury  or  loss  if  he  were to use such ability and knowledge to the
benefit  of a competitor or were to compete with the Company in violation of the
terms  of  this  Article  6.  The  Executive  further  acknowledges  that  the
restrictions  contained  in this Article 6 are intended to be, and shall be, for
the  benefit  of  and  shall  be  enforceable  by,  the Company's successors and
assigns.

          6.8. Reformation  by  Court.  In  the  event that a court of competent
               -----------------------
jurisdiction  shall determine that any provision of this Article 6 is invalid or
more  restrictive  than  permitted under the governing law of such jurisdiction,
then  only  as  to  enforcement  of  this  Article  6  within


                                      -10-
<PAGE>
the jurisdiction of such court, such provision shall be interpreted and enforced
as  if  it  provided  for the maximum restriction permitted under such governing
law.

          6.9. Extension  of Time. If the Executive shall be in violation of any
               ------------------
provision of this Article 6, then each time limitation set forth in this Article
6  shall  be  extended  for  a period of time equal to the period of time during
which  such  violation  or  violations  occur.   If the Company seeks injunctive
relief  from  such  violation in any court, then the covenants set forth in this
Article  6  shall be extended for a period of time equal to the pendency of such
proceeding  including  all  appeals  by  the  Executive.

          6.10.  Survival.  The  provisions  of this Article 6 shall survive the
                 --------
termination  of  this  Agreement,  as  applicable.

     7.   Injunction.  It  is  recognized and hereby acknowledged by the parties
          ----------
hereto  that  a  breach  by  the  Executive of any of the covenants contained in
Article  6  of  this  Agreement  will  cause  irreparable harm and damage to the
Company,  the monetary amount of which may be virtually impossible to ascertain.
As  a  result, the Executive recognizes and hereby acknowledges that the Company
shall  be  entitled  to  an  injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in  Article  6  of  this  Agreement  by  the Executive or any of his affiliates,
associates,  partners  or  agents,  either directly or indirectly, and that such
right  to  injunction  shall  be  cumulative  and  in addition to whatever other
remedies  the  Company  may  possess.

     8.   Attorney's  Fees.  Nothing  contained  herein  shall  be  construed to
          ----------------
prevent  the Company or the Executive from seeking and recovering from the other
damages  sustained by either or both of them as a result of its or his breach of
any  term  or provision of this Agreement. In the event that either party hereto
brings  suit for the collection of any damages resulting from, or the injunction
of  any  action constituting, a breach of any of the terms or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     9.   Assignment.  Neither  party shall have the right to assign or delegate
          ----------
his  rights  or  obligations  hereunder,  or  any  portion thereof, to any other
person.

     10.  Governing  Law  and  Venue  This  Agreement  shall  be governed by and
          --------------------------
construed  and  enforced  in  accordance  with the internal laws of the State of
Georgia.  The  venue for any action to enforce this Agreement shall be the state
or  federal  courts  located  within  Fulton  County,  Georgia.

     11.  Entire  Agreement.  This  Agreement  constitutes  the entire agreement
          ------------------
between  the  parties hereto with respect to the subject matter hereof and, upon
its  effectiveness,  shall  supersede  all  prior agreements, understandings and
arrangements,  both  oral and written, between the Executive and the Company (or
any  of  its affiliates) with respect to such subject matter. This Agreement may
not  be  modified  in  any way unless by a written instrument signed by both the
Company  and  the  Executive.


                                      -11-
<PAGE>
     12.  Notices:  All  notices  required  or  permitted  to be given hereunder
          -------
shall  be  in  writing  and  shall  be  personally delivered by courier, sent by
registered  or  certified  mail,  return  receipt requested or sent by confirmed
facsimile  transmission  addressed  as  set  forth  herein.  Notices  personally
delivered,  sent by facsimile or sent by overnight courier shall be deemed given
on  the  date  of  delivery  and notices mailed in accordance with the foregoing
shall be deemed given upon the earlier of receipt by the addressee, as evidenced
by the return receipt thereof, or three (3) days after deposit in the U.S. mail.
Notice  shall  be  sent  (i)  if to the Company, addressed to the address of the
Company in the preamble to this Agreement, Attention: Chairman of the Board, and
(ii)  if to the Executive, to his address as reflected on the payroll records of
the  Company,  or  to  such  other  in  accordance  with  this  provision.

     13.  Benefits;  Binding  Effect. This Agreement shall be for the benefit of
          --------------------------
and  binding  upon  the  parties  hereto  and  their  respective heirs, personal
representatives,  legal  representatives,  successors  and,  where permitted and
applicable,  assigns,  including,  without  limitation,  any  successor  to  the
Company,  whether  by  merger,  consolidation,  sale of stock, sale of assets or
otherwise.

     14.  Severability. The invalidity of any one or more of the words, phrases,
          ------------
sentences, clauses, provisions, sections or articles contained in this Agreement
shall  not affect the enforceability of the remaining portions of this Agreement
or  any  part  thereof,  all  of which are inserted conditionally on their being
valid  in  law,  and,  in  the event that any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall  be declared invalid, this Agreement shall be construed as if such invalid
word  or  words,  phrase  or  phrases, sentence or sentences, clause or clauses,
provisions  or  provisions,  section  or sections or article or articles had not
been  inserted.  If such invalidity is caused by length of time or size of area,
or  both,  the otherwise invalid provision will be considered to be reduced to a
period  or  area  which  would  cure  such  invalidity.

     15.  Waivers. The waiver by either party hereto of a breach or violation of
          -------
any  term or provision of this Agreement shall not operate nor be construed as a
waiver  of  any  subsequent  breach  or  violation.

     16.  Damages.  Nothing  contained  herein shall be construed to prevent the
          -------
Company  or  the  Executive  from  seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or  provision  of  this  Agreement. In the event that either party hereto brings
suit  for the collection of any damages resulting from, or the injunction of any
action  constituting,  a  breach  of  any  of  the  terms  or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     17.  Section  Headings.  The  article,  section  and  paragraph  headings
          -----------------
contained in this Agreement are for reference purposes only and shall not affect
in  any  way  the  meaning  or  interpretation  of  this  Agreement.

     18.  No  Third  Party  Beneficiary.  Nothing  expressed  or implied in this
          -----------------------------
Agreement  is intended, or shall be construed, to confer upon or give any person
other  than  the  Company,  the


                                      -12-
<PAGE>
parties  hereto   and  their  respective  heirs,  personal  representatives,
legal  representatives, successors and permitted assigns, any rights or remedies
under  or  by  reason  of  this  Agreement.

     19.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
          ------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument  and  agreement.

     20.  Indemnification.
          ---------------

               a.   Subject  to  limitations  imposed  by law, the Company shall
indemnify and hold harmless the Executive to the fullest extent permitted by law
from  and  against  any  and all claims, damages, expenses (including attorneys'
fees),  judgments,  penalties,  fines,  settlements,  and  all other liabilities
incurred  or  paid  by  him  in  connection  with  the  investigation,  defense,
prosecution,  settlement  or  appeal  of  any  threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  and  to which the Executive was or is a party or is threatened to
be  made  a party by reason of the fact that the Executive is or was an officer,
employee  or  agent of the Company, or by reason of anything done or not done by
the  Executive  in  any such capacity or capacities, provided that the Executive
acted  in  good faith, in a manner that was not grossly negligent or constituted
willful  misconduct  and  in  a  manner  he  reasonably believed to be in or not
opposed  to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  The Company also shall pay any and all expenses (including attorney's
fees)  incurred  by the Executive as a result of the Executive being called as a
witness  in  connection  with any matter involving the Company and/or any of its
officers  or  directors.

               b.   The  Company  shall  pay  any expenses (including attorneys'
fees),  judgments, penalties, fines, settlements, and other liabilities incurred
by  the Executive in investigating, defending, settling or appealing any action,
suit  or  proceeding  described  in  this  Section  20  in  advance of the final
disposition  of  such action, suit or proceeding. The Company shall promptly pay
the amount of such expenses to the Executive, but in no event later than 10 days
following  the  Executive's  delivery to the Company of a written request for an
advance  pursuant  to  this Section 20, together with a reasonable accounting of
such  expenses.

               c.   The  Executive  hereby undertakes and agrees to repay to the
Company  any advances made pursuant to this Section 20 if and to the extent that
it  shall  ultimately  be  found  that  the  Executive  is  not  entitled  to be
indemnified  by  the  Company  for  such  amounts.

               d.   The  Company  shall  make  the advances contemplated by this
Section  20  regardless  of the Executive's financial ability to make repayment,
and  regardless  whether  indemnification  of the Indemnitee by the Company will
ultimately  be required. Any advances and undertakings to repay pursuant to this
Section  20  shall  be  unsecured  and  interest-free.

               e.   The  provisions  of  this  Section  20  shall  survive  the
termination  of  this  Agreement.


                                      -13-
<PAGE>
          21.  Conflicts.  In the event of any conflict between the terms hereof
               ---------
and  the  terms  of  the  Stock  Purchase  Agreement between the Company and the
Executive,  the  terms  of  the  Stock  Purchase  Agreement  shall  control.

[The  remainder  of  this  page  has  been  intentionally  left  blank}


                                      -14-
<PAGE>
     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.

                                             COMPANY:


                                             By:/s/ Raymond J Smith
                                                --------------------------------
                                             Name: Raymond J Smith
                                             Title:CFO



                                             EXECUTIVE:


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


                                      -15-
<PAGE>
                                   Appendix A
                                   ----------

Appendix A Salary levels as adjusted for Revenue
------------------------------------------------


Revenue      CEO       COO       CFO    Other Executive Officers
(Millions)          (Salary in              (not to exceed)
                    Thousands)
10-$25      $ 52  $         47  $ 44  $                       40
25 - $35    $100  $         90  $ 85  $                       80
35-$50      $150  $        135  $128  $                      120
50-$75      $200  $        180  $170  $                      160
75-$100     $225  $        203  $191  $                      180
100+   (1)  $250      .   $225  $213  $                      200


(1)  Set by Board with noted Minimum


                                      -16-
<PAGE>