STOCK PURCHASE AGREEMENT BY AND AMONG

                            DATED AS OF JUNE 9, 2006

                DIGITAL COMMUNICATIONS SERVICES, INC., A FLORIDA
                             CORPORATION AS COMPANY

               BILLY B. CAUDILL AND DANIEL L. OSBORNE, AS SELLERS

                                      AND

              CHARYS HOLDING COMPANY, INC., A DELAWARE CORPORATION
                                    AS BUYER


<PAGE>
                            STOCK PURCHASE AGREEMENT
                            ------------------------

     THIS  STOCK  PURCHASE AGREEMENT (the "Agreement") is made as of this day of
_____,  2006  by  and  among  DIGITAL  COMMUNICATIONS  SERVICES, INC., a Florida
corporation  (the  "Company"),  Billy  B.  Caudill  and  Daniel  L. Osborne (the
"Sellers")  and  CHARYS  HOLDING  COMPANY,  INC.  ("the  Buyer"),  a  Delaware
corporation.

                                    RECITALS:

     WHEREAS, Buyer desires to acquire all of the issued and outstanding capital
stock  of the Company (the "Stock"), and the Sellers desire to sell to Buyer all
of  the  Stock,  upon  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in  consideration  of  the foregoing Recitals, the mutual
promises  hereinafter  set  forth and other good and valuable consideration, the
parties  hereto  hereby  agree  as  follows:

                                    ARTICLE I
                                    ---------

                                PURCHASE OF STOCK
                                -----------------

     1.1     Purchase  and  Sale.
             --------------------

          Subject  to  the  terms  and  conditions hereinafter set forth, at the
Closing,  the  Sellers  will sell and transfer to Buyer, and Buyer will purchase
and  acquire  from  the  Sellers,  all  of  the  Stock.

                                   ARTICLE II
                                   ----------

                                 PURCHASE PRICE
                                 --------------

     2.1     The  Buyer  agrees to pay to the Sellers aggregate consideration of
$840,000  (the  "Purchase  Price")  by  delivery of (i) a Promissory Note in the
amount  of  $640,000.00  in  the  form  attached  hereto  as EXHIBIT A; and (ii)
$200,000  in  shares  of Common Stock of the Buyer, based on the volume weighted
average  price  of  the Buyer's Common Stock as quoted on the Bulletin Board for
the  last  twenty  (20)  days  from  the  date  hereof,  said Common Stock to be
delivered  at  Closing.

     2.2     Buyer  shall,  within  ninety  (90)  days from the date of Closing,
cause  the  Company's  debt  facility  with  Wachovia Bank (the "Wachovia Credit
Facility")  to  be  paid  in  full  and terminated. Buyer shall use commercially
reasonable  best  efforts  to provide Sellers an amount of capital sufficient to
fund  Sellers'  Business  Plan,  as  reasonably  approved  by  Buyer's  Board of
Directors.

          2.3     EMPLOYMENT  AGREEMENTS.  Buyer  shall  enter  into  Employment
Agreements  with  the  Sellers  under  terms and conditions terms and conditions
substantially


<PAGE>
similar to their current Employment Agreements the form of which are attached as
EXHIBITS  "B"  and  "C").

          2.4     EARN OUT.  In addition to  the  Purchase Price,  Sellers shall
have  the  right  to  earn  additional  amounts  of  equity interest directly or
indirectly  in  the Buyer based upon the financial performance of the Company as
more  specifically defined in EXHIBIT "D" attached hereto, with 40% of such earn
out  amount  to  be  paid  to  Osborne  and  60%  of  such  amount  to  Caudill.

                                   ARTICLE III
                                   -----------

                                     CLOSING
                                     -------

     Subject  to  the  terms  and  conditions  of  this  Agreement, the sale and
purchase of the Stock contemplated hereby (the "Closing") shall take place on or
before  June 15, 2006 (the "Closing Date"). Buyer shall have the right to extend
the  Closing  for  any  reason  for  a  period  of  thirty  (30)  days.

          3.1     The  Sellers'  Obligations  at Closing.    At the Closing, the
                  ---------------------------------------
Sellers  will  deliver  to Buyer, or will cause Company to deliver to Buyer, the
following:

               (i)     all  original  stock  certificates  evidencing the Stock;

               (ii)     an endorsement on each original Stock certificate or, at
               Buyer's  election,  separate stock powers duly executed in blank,
               together  with  such  other  instruments  of conveyance as may be
               reasonably  acceptable to Buyer and its counsel and sufficient to
               transfer  full,  marketable title to the Stock to Buyer, free and
               clear  of any pledges, liens, restrictions (other than securities
               laws  restrictions),  charges,  encumbrances,  and  rights  or
               interests  of  any  other  party  thereto;

               (iii)     a good standing certificate of Company, certifying that
               the  Company  is in good standing in the State of Florida as well
               as  a  true and complete copy of the Articles of Incorporation of
               the  Company,  as  currently  in effect, certified as of a recent
               date  by  the  Secretary  of  State  (or  comparable governmental
               authority) of Florida, and a true and complete copy of the bylaws
               of  the  Company,  as  currently  in  effect,  certified  by  its
               corporate  secretary;

               (iv)     a  duly  executed Closing Certificate of the Company and
               the Seller (as defined in Paragraph ____ hereof), dated as of the
               Closing  Date.

               (v)     an  opinion  of  counsel  in  the form attached hereto as
               EXHIBIT  "E".

               (vi)     such  other  documents  and  instruments  as  shall  be
               required  to  consummate  the transaction contemplated hereunder.


                                        2
<PAGE>
          3.2  Buyer's  Obligations  at  Closing.  At  the  Closing,  Buyer will
               ---------------------------------
               deliver  the  following  to  Sellers:

               (i)  the  Total  Purchase  Price,  including the shares of Common
               Stock  of the Buyer as calculated pursuant to Article 2.1 herein.

               (ii)  Executed Employment Agreements with the Sellers as provided
               for  in  Article  2.3.

               (iii)  a  duly-executed  Buyer Closing Certificate (as defined in
               Paragraph _____ hereof),  dated  as  of  the  Closing  Date

               (iv)  such  other documents and instruments as may be required to
               consummate  the  transactions  contemplated  hereunder.

                                   ARTICLE IV
                                   ----------

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
              -----------------------------------------------------
                                    SELLERS
                                    -------

     The  Company  and  the Sellers hereby represent and warrant to the Buyer as
follows:


     4.1     Organization,  Good  Standing and Qualification.   The Company is a
             ------------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State of Florida and has all requisite corporate power and authority to
carry  on its business as described more fully in the Certificate.   The Company
is  duly  qualified  to  transact  business  and  is  in  good  standing in each
jurisdiction  in  which  the failure to so qualify would have a material adverse
effect  on  its  business  or  properties.

     4.2     Capitalization  and  Voting  Rights.
             ------------------------------------

          (a)     The  authorized capital stock of the Company consists entirely
of  10  shares  of  voting  common stock, without par value, of which 80% of the
shares  are  issued and outstanding to Caudill and 20% issued and outstanding to
Osborne.  No  shares  of  capital stock of the Company are held in the Company's
treasury  and  no shares of capital stock are reserved for issuance.  All shares
of  issued and outstanding Stock have been duly and validly issued and are fully
paid  and  non-assessable,  without attachment of any options, warrants, rights,
calls  or  other  preemptive  rights.

          (b)     Set  forth  on SCHEDULE 4.2 is a true and complete list of all
current  stockholders  and  other  security  holders  of the Company showing the
number  of  shares of Preferred Stock, Common Stock, warrants, options, or other
securities held  by each stockholder or security holder. Other than as set forth
in  SCHEDULE  4.2,  there are no other shareholders or other similar agreements,
written  or  oral,  between  the Company and any of the holders of the Company's
capital  stock, or between or, to the best of the Company's knowledge, among any
holders  of  the  Company's  capital  stock,  relating  to  the  acquisition,
disposition,  or  voting  of  such  capital  stock.


                                        3
<PAGE>
     4.3     Employee  Stock  Options.  The  Company has no outstanding Employee
             -------------------------
Stock  Options.

     4.4     Title  to  Shares. The Sellers are and will be on the Closing Date,
             ------------------
the  owners,  free  and clear of any encumbrances, of the Company's Stock as set
forth  in  paragraph  1.1  of  this  Agreement.

     4.5     Subsidiaries.    The  Company  does  not  presently own or control,
             -------------
directly  or  indirectly, any interest in any other corporation, association, or
other  business entity.   The Company is not a participant in any joint venture,
partnership,  or  similar  arrangement.

     4.6     Authorization.   All  corporate  action on the part of the Company,
             --------------
its  officers,  directors  and  stockholders  necessary  for  the authorization,
execution  and delivery of this Agreement, has been taken or will be taken prior
to  the  Closing

     4.7     Governmental  Consents.   No  consent,  approval,  order  or
             -----------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing  with,  any federal, state or local governmental authority on the part of
the  Company is required in connection with the consummation of the transactions
contemplated  by  this  Agreement.

     4.8     Financial  Statements.   The  Company  has delivered to the Buyer's
             ----------------------
counsel,  its  unaudited  financial  statements  ending  March  31,  2006  (the
"Financial  Statements"),  attached  hereto  as  EXHIBIT  "F".  The  Financial
Statements  have  been prepared in accordance with generally accepted accounting
principles  applied on a consistent basis throughout the period(s) indicated and
with  each  other.   The  Financial  Statements  fairly  present  the  financial
condition  and  operating  results  of  the  Company as of the date, and for the
period, indicated therein, subject in the case of unaudited Financial Statements
to  normal  year-end  audit  adjustments.  Except  as set forth in the Financial
Statements  or  in  the  Statement  of  Material Liabilities, attached hereto as
EXHIBIT  "G",  the Company has no material liabilities, contingent or otherwise,
other  than (i) liabilities incurred in the ordinary course of business and (ii)
obligations  under  contracts and commitments incurred in the ordinary course of
business  and  not required under generally accepted accounting principles to be
reflected  in the Financial Statements, which, in both cases, individually or in
the  aggregate, are not material to the financial condition or operating results
of  the  Company,  and  has  not  experienced any material adverse change in the
Company's  financial  condition  subsequent  to  March  31,  2006,  and is not a
guarantor  or  indemnitor  of  any  indebtedness  of  any  other person, firm or
corporation.   The  Company  shall adopt accounting adjustments suggested by the
Buyer's  management,  so  long  as they conform to generally accepted accounting
principles  and  are  consistently  applied;  and  the  Company will convert its
accounting  system  to  that  being  used  by  the Buyer as soon as practicable.

     4.9     Taxes.  At  Closing,  the Company has paid or will have accrued all
             ------
federal,  state,  and  local  taxes which are currently due, and the Company has
filed or will file all federal, state, and local tax returns in a timely manner.

     4.10     Title  to  Property  and  Assets.  Except as set forth in SCHEDULE
              ---------------------------------
4.10,  the  Company owns its property and assets, as described more fully on the
Financial  Statements,  free  and  clear


                                        4
<PAGE>
of  all  mortgages,  liens, loans and encumbrances, except such encumbrances and
liens that arise in the ordinary course of business and do not materially impair
the  Company's  ownership or use of such property or assets. With respect to the
property  and  assets  it  leases, the Company is in compliance with such leases
and,  to the best of its knowledge, holds a valid leasehold interest free of any
liens,  claims  or  encumbrances.

     4.11     Material  Contracts.   The  Company is not a party to any material
              --------------------
contracts  other  than  those  in  the Statement of Material Contracts, attached
hereto  as  EXHIBIT "H," and there are no defaults, nor, to the knowledge of the
Company,  any  anticipated defaults, by the Company or any of the parties to the
contracts.

     4.12     Compliance with Other Instruments.    The Company is not, and upon
              ----------------------------------
filing  thereof,  will  not  be, in violation or default of any provision of its
Certificate  or Bylaws, as amended (the "Bylaws"), or in any material respect of
any instrument, judgment, order, writ, decree or contract to which it is a party
or  by  which it is bound, or, to the best of its knowledge, of any provision of
any  federal or state statute, rule or regulation applicable to the Company. The
execution,  delivery  and  performance of this Agreement and the consummation of
the  transactions  contemplated  hereby  and thereby will not result in any such
violation  or  be in conflict with or constitute, with or without the passage of
time  and  giving  of  notice,  either  a  default  under  any  such  provision,
instrument,  judgment,  order, writ, decree or contract or an event that results
in  the  creation  of  any  lien,  charge  or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture, or non-renewal of
any  material  permit,  license,  authorization,  or  approval applicable to the
Company,  its  business  or  operations  or  any  of  its  assets or properties.

     4.13     Broker's or Finder's Fees. No agent, broker, person or firm acting
              --------------------------
on  behalf  of Sellers is, or will be, entitled to any commission or broker's or
finder's  fees  from  any of the parties hereto, or from any person controlling,
controlled  by  or  under  common  control  with  any  of the parties hereto, in
connection  with  any  of  the  transactions  contemplated  herein.

     4.14     Caudill  Loan.  The  Company is the holder of a promissory note in
              --------------
the  amount of $152,000.00 from shareholder Bill Caudill. This note will be paid
in  full  within  ninety  (90)  days  of  Closing.

     4.15     Legal Reserve. The Company currently has an accrual reserve, as of
              --------------
March  31,  2006, with  regard to the SBC litigation of $510,000. If the Company
satisfies  the  SBC  litigation  claim  for  any  amount  less than such accrued
reserve,  any  excess  funds  realized  by the Company may be used to reduce the
Wachovia  Credit  Facility  after  Closing.

     4.16     Property  Damage Claim. The Company has a property damage claim in
              -----------------------
the  amount  of $90,000.00 due to damages from hurricane Katrina, and this claim
is expected to be paid in full to the Company by American Casualty Insurance, of
Reading,  Pennsylvania, policy #C2086822512, within ninety (90) days of Closing.


                                        5
<PAGE>
     4.17    Accounts Receivable. Excluding an amount owed by SBC to the Company
             -------------------
of  $600,000,  the  Company has approximately $350,000.00 of Accounts Receivable
which  are  expected to be collected in full within ninety (90) days of Closing.

                                    ARTICLE V
                                    ---------

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

     Buyer  hereby  represents  and  warrants  to  the  Sellers  as  follows:

     5.1     Due  Incorporation.
             -------------------

          Buyer  is  a  corporation duly organized, validly existing and in good
standing  under  the laws of the State of Delaware, has full power and authority
to  carry  on  its business as it is now conducted and to own, lease and operate
the property and assets that it now owns, leases and operates and to perform the
transactions  contemplated  hereby.

     5.2     Authority.
             ----------

          The  execution,  delivery  and  performance  of this Agreement and the
transactions  contemplated  hereby  by  Buyer  have  been  duly  and effectively
authorized  by  all  necessary  action  of Buyer, and this Agreement is a valid,
legally  binding  and enforceable obligation of Buyer, enforceable in accordance
with  its  terms.

     5.3     No  Conflict.
             -------------

          The  execution,  delivery,  and  performance of this Agreement and the
consummation  of  the  transactions  contemplated  hereby  by Buyer will not (i)
violate  any  provision  of  their  Articles  of  Incorporation or By-Laws; (ii)
violate,  conflict  with  or  result  in  a  modification  of  the effect of, or
otherwise give any other contracting party the right to terminate, or constitute
(or with notice or lapse of time or both, constitute) a default under, or result
in  the  termination of, or accelerate the performance required by, or cause the
acceleration  of  the  maturity  of  any liability or obligation pursuant to, or
result  in  the creation or imposition of any security interest, lien, charge or
other  encumbrance upon the Buyer's business or assets, under (a) any statute or
law  or any judgment, decree, order, award, writ, injunction, regulation or rule
of  any  court,  arbitrator  or governmental or regulatory authority, or (b) any
note,  bond,  mortgage,  indenture,  deed  of trust, license, lease, instrument,
contract,  commitment,  understanding,  arrangement, agreement or restriction of
any  kind  or character; or (iii) violate any statute, law or regulation as such
statute,  law  or  regulation  relates  to  Buyer.

     5.4     Broker's  or  Finder's  Fees.
             -----------------------------

          No agent, broker, person or firm acting on behalf of Buyer is, or will
be,  entitled  to  any  commission  or broker's or finder's fees from any of the
parties  hereto,  or  from any person controlling, controlled by or under common
control  with  any  of  the  parties  hereto,  in  connection  with  any  of the
transactions  contemplated  herein.


                                        6
<PAGE>
                                   ARTICLE VI
                                   ----------

                                    COVENANTS
                                    ---------

     6.1     Best  Efforts.
             --------------

          (a)     Each  of  the  Company  and  the  Sellers shall use their best
efforts  to  cause  all  of  the  conditions  contained  in  Article VII of this
Agreement  to  be  satisfied.

          (b)     Buyer  shall  use  its  best  efforts  to  cause  all  of  the
conditions  contained  in  Article  VII  of  this  Agreement  to  be  satisfied.

     6.2     Access  to  Records.
             --------------------

          For  a  period of five (5) years after the Closing, Buyer shall permit
the  Sellers,  at the Sellers' expense, upon Sellers' reasonable request with at
least  ten (10) days' notice, to inspect records, books and other documents that
existed  at  or  prior  to  the Closing and that relate to the Company, wherever
located, during normal business hours, for the purposes of preparing tax returns
and  financial statements and responding to tax audits, in all cases solely with
respect  to  matters  arising  prior  to  the  Closing  Date.

                                  ARTICLE VII
                                  -----------

                  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
                  -------------------------------------------

     Unless  waived  in writing by Buyer in its sole discretion, the obligations
of  Buyer  hereunder  shall  be  subject  to the fulfillment, prior to or at the
Closing,  of  each  of  the  following  conditions  precedent:

     7.1     Representations,  Warranties  and  Covenants.
             ---------------------------------------------

          (a)     As  of  the  Closing Date, neither the Sellers nor the Company
shall  have  become  aware of any fact or circumstance which would indicate that
any  of  the  representations  and  warranties  of  the  Sellers and the Company
contained  in  this  Agreement  are  not  true.

          (b)     The  Sellers and the Company shall have performed and complied
in all respects with all of its agreements, covenants and conditions required by
this  Agreement  to  be  performed  or  complied with by them prior to or at the
Closing  Date.

          (c)     The  Company  and  the Sellers shall have delivered to Buyer a
certificate  of  the  Company's  President  or any Vice President certifying the
fulfillment  of  the  conditions  set  forth  in  this Section 7.1 (the "Closing
Certificate").

     7.2     No  Proceeding  or  Litigation.
             -------------------------------

          (a)     No  preliminary  or permanent injunction or other order issued
by any governmental or regulatory body, whether federal, state or foreign, shall
have  been  issued and remain in effect, nor shall any statute, rule, regulation
or  executive  order  be  promulgated  or


                                        7
<PAGE>
enacted  by  any  governmental  or  regulatory  body,  whether federal, state or
foreign,  in  each  case  which  prevents  the  consummation of the transactions
contemplated  in  this  Agreement.

          (b)     No suit, action, claim, proceeding or investigation before any
governmental  or  regulatory  body, whether federal, state or foreign shall have
been  commenced  and  be  pending  against  Buyer  or  any  of  its  affiliates,
associates,  officers  or  directors seeking to prevent the sale of the Stock to
Buyer  or  asserting  that  the  sale  of  the  Stock to Buyer would be illegal.

     7.3     Retirement  of  Loans  and  Debts.
             ----------------------------------

          (a)     The  Company  shall  have  retired  all loans owed to and from
shareholders  of  the  Company;

     7.4     Closing  Deliveries.
             --------------------

          The  Sellers  shall  have delivered to Buyer, or shall have caused the
Company  to  deliver  to  Buyer  all  deliveries to be made to Buyer pursuant to
Section  1.3.

                                  ARTICLE VIII
                                  ------------

                  CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS
                  --------------------------------------------

     Unless  waived  in  writing  by the Sellers, the obligations of the Sellers
hereunder  shall  all be subject to the fulfillment, prior to or at the Closing,
of  each  of  the  following  conditions  precedent:

     8.1     Representations,  Warranties  and  Covenants.
             ---------------------------------------------

          (a)     The  representations and warranties of Buyer contained in this
Agreement  shall  be true and correct in all material respects as of the Closing
Date,  except  for  any representation or warranty expressly stated to have been
made  or given as of a specified date, which, at the Closing Date, shall be true
and  correct  in  all  material  respects  as  of  the  date  expressly  stated.

          (b)     Buyer  shall  have performed and complied in all respects with
all of its agreements, covenants and conditions required by this Agreement to be
performed  or  complied  with  by  them  prior  to  or  at  the  Closing  Date.

          (c)     Buyer shall have delivered to the Sellers a certificate of its
president or any vice president certifying the fulfillment of the conditions set
forth  in  this  Article  VIII  (the  "Buyer's  Closing  Certificate").

     8.2     No  Proceeding  or  Litigation.
             -------------------------------

          (a)     Except  as listed on SCHEDULE 8.2, no preliminary or permanent
injunction or other order issued by any governmental or regulatory body, whether
federal,  state  or  foreign,


                                        8
<PAGE>
shall  have  been  issued  and  remain  in  effect, nor shall any statute, rule,
regulation  or  executive order be promulgated or enacted by any governmental or
regulatory  body, whether federal, state or foreign, in each case which prevents
the  consummation  of  the  transactions  contemplated  in  this  Agreement.

          (b)     Except  as  listed  on  SCHEDULE  8.2, no suit, action, claim,
proceeding  or investigation before any governmental or regulatory body, whether
federal,  state or foreign, shall have been commenced and be pending against the
Company  or  the  Sellers  or  any  of  their respective affiliates, associates,
officers or directors seeking to prevent the sale of the Stock or asserting that
the  sale  of  the  Stock  would  be  illegal.

     8.3      Closing  Deliveries.
              --------------------

          Buyer shall have delivered to the Sellers all deliveries to be made to
it  pursuant  to  Article  II.

                                   ARTICLE IX
                                   ----------

                                INDEMNIFICATION
                                ---------------

     9.1     Indemnification  by  the  Sellers.
             ----------------------------------

          Buyer  and  its officers, directors, employees, agents, successors and
assigns  shall  be indemnified and held harmless by the Sellers from any and all
liabilities,  losses,  damages,  claims,  costs  and expenses, interest, awards,
judgments  and  penalties (including, without limitation, reasonable legal costs
and  expenses) actually suffered or incurred by it (hereinafter a "Buyer Loss"),
arising  out  of  or  resulting  from:

          (a)     the breach of any representation or warranty by the Sellers or
the  Company  contained  herein;

          (b)     the  breach of any covenant or agreement by the Company or the
Sellers  contained herein or in any document delivered hereunder at the Closing;
or

          (c)     any  investigation,  suit,  action or other proceeding against
Company  or  any  Sellers  by  or before any court or governmental or regulatory
agency  which  seeks  to  restrain,  modify,  prohibit  or  revoke,  or  seeks
damages  or  other  relief  in  connection  with  the  consummation  of  this
transaction.

     9.2     Indemnification  by  Buyer.
             ---------------------------

          Except  as otherwise limited by this Article IX, the Sellers and their
successors  and assigns shall be indemnified and held harmless by Buyer from any
and  all  liabilities,  losses,  damages,  claims, costs and expenses, interest,
awards, judgments and penalties (including, without limitation, reasonable legal
costs  and  expenses)  actually  suffered  or  incurred  by them (hereinafter, a
"Sellers'  Loss")  arising  out  of  or  resulting  from:


                                        9
<PAGE>
          (a)     the  breach  of  any  representation  or  warranty  by  Buyer
contained  herein;  or

          (b)     the  breach  of  any  covenant or agreement by Buyer contained
herein  or  in  any  document  delivered  hereunder  at  the  Closing.

     9.3     General  Indemnification  Provisions.
             ------------------------------------

          (a)     For  the  purposes  of this Section 7.3, the term "Indemnitee"
shall  refer  to the person indemnified, or entitled, or claiming to be entitled
to be indemnified, pursuant to the provisions of Section 7.1 or 7.2, as the case
may be; the term "Indemnitor" shall refer to the person having the obligation to
indemnify pursuant to such provisions; and "Losses" shall refer to the "Sellers'
Losses"  or  the  "Buyer  Losses",  as  the  case  may  be.

          (b)     An  Indemnitee shall give written notice (a "Notice of Claim")
to the Indemnitor within ten business days after the Indemnitee has knowledge of
any  claim  (including  a  Third  Party  Claim, as hereinafter defined) which an
Indemnitee  has  determined  has  given  or  could  give  rise  to  a  right  of
indemnification  under  this  Agreement. No failure to give such Notice of Claim
shall affect the indemnification obligations of the Indemnitor hereunder, except
to the extent Indemnitor can demonstrate such failure materially prejudiced such
Indemnitor's ability to successfully defend the matter giving rise to the claim.
The Notice of Claim shall state the nature of the claim, the amount of the Loss,
if  known,  and  the  method  of  computation  thereof,  all  with  reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect  of  which  such  right  of  indemnification  is  claimed  or  arises.

          (c)     The  obligations  and  liabilities of an Indemnitor under this
Article  IX  with  respect to Losses arising from claims of any third party that
are  subject  to  the indemnification provisions provided for in this Article IX
("Third  Party  Claims")  shall be governed by and contingent upon the following
additional  terms and conditions:   the Indemnitee at the time it gives a Notice
of  Claim to the Indemnitor of the Third Party Claim shall advise the Indemnitor
that  it shall be permitted, at its option, to assume and control the defense of
such  Third  Party  Claim at its expense and through counsel of its choice if it
gives  prompt  notice  of  its intention to do so to the Indemnitee and confirms
that  the  Third  Party  Claim  is  one  with respect to which the Indemnitor is
obligated  to  indemnify.  In  the  event  the Indemnitor exercises its right to
undertake  the defense against any such Third Party Claim as provided above, the
Indemnitee  shall  cooperate  with  the  Indemnitor  in  such  defense  and make
available  to  the  Indemnitor  all  witnesses, pertinent records, materials and
information  in  its  possession  or  under  its  control relating thereto as is
reasonably required by the Indemnitor.    Similarly, in the event the Indemnitee
is,  directly or indirectly, conducting the defense against any such Third Party
Claim,  the  Indemnitor  shall cooperate with the Indemnitee in such defense and
make  available  to it all such witnesses, records, materials and information in
its  possession  or under its control relating thereto as is reasonably required
by  the  Indemnitee.  Except  for  the  settlement  of a Third Party Claim which
involves  the  payment  of  money  only  and for which the Indemnitee is totally
indemnified  by  the  Indemnitor,  no  Third  Party  Claim may be settled by the
Indemnitor  without  the  written consent of the Indemnitee, which consent shall
not  be unreasonably withheld. Similarly, no Third Party Claim may be settled by
the  Indemnitee  without  the  written  consent of the Indemnitor, which consent
shall  not  be  unreasonably  withheld.


                                       10
<PAGE>
     9.4     Adjustment  of  Liability.
             --------------------------

          Any  indemnifiable  Sellers'  Loss  or Buyer Loss, as the case may be,
shall be reduced by any tax benefit accruing to the indemnified party on account
of  the  indemnification  payment  and  by the amounts actually recovered by the
indemnified  party from its insurance carriers and any amounts recovered by such
party subsequent to the payment by the indemnifying party hereunder with respect
to the same claim shall be remitted to such indemnifying party, except that such
remittance  shall  not  exceed the amount of the indemnification payment made by
such  indemnifying  party.  Buyer  agrees  after  the  Closing  Date to maintain
insurance coverage substantially equivalent to the coverage currently maintained
by  Company  to the extent that such policies provide coverage for Buyer Losses,
provided  that  such  insurance coverage is available at commercially reasonable
rates  and  upon  commercially  reasonable  terms.

     9.5     Limits  on  Indemnification.
             ----------------------------

          Any  claim  against  Sellers  shall  be limited to the Purchase Price.

     9.6     Waiver  of  Contribution.
             -------------------------

          The  Sellers shall have no right to seek contribution from the Company
in  the  event  that  the  Sellers  are required to make any payments under this
Article  IX.

     9.7     Specific  Performance.
             ----------------------

          In addition to any other remedies that the Buyer may have at law or in
equity, the Sellers hereby acknowledge that the Common Stock and the Company are
unique, and that the harm to the Buyer resulting from breaches by the Sellers or
the  Company  of their obligations may not be adequately compensated by damages.
Accordingly,  the  Sellers agree that the Buyer shall have the right to have all
obligations,  undertakings,  agreements, covenants, and other provisions of this
Agreement  specifically  performed  by  the Sellers and the Company and that the
Buyer  shall  have  the  right  to  seek  an  order  or  decree of such specific
performance in any of the courts of the United States of America or of any state
or  other  political  subdivision  thereof.

     9.8     Remedies  Cumulative.
             ---------------------

          The  remedies  provided  herein  shall  be  cumulative  and  shall not
preclude  the  assertion  by the Sellers or the Buyer of any other rights or the
seeking  of any other remedies against the other, or their respective successors
or  assigns.

                                    ARTICLE X
                                    ---------

                                    SURVIVAL
                                    --------

     10.1     Survival  of  Representations.  The representations and warranties
              -----------------------------
made  solely  by  the  Company  herein  shall  terminate  upon  the Closing. The
representations  and  warranties  of  the  Company  and the Sellers set forth in
Article  IV  and  of  Buyer  in  Article V, all other obligations of the parties
hereunder,  shall survive the Closing and, except for (i) the covenant set forth
in


                                       11
<PAGE>
Section  7.2,  which  shall  survive  the  Closing  until  the expiration of the
applicable  statute  of  limitations;  (ii)  the covenant set forth in 7.2 which
shall  continue in effect in accordance with its terms; and (iii) the provisions
of  Article  VII  with  respect to indemnification (collectively, the "Surviving
Obligations"),  shall  expire  on the third anniversary of the Closing Date, and
thereafter,  except as provided in the next succeeding sentence, no claim may be
brought  arising  under  or  in  connection  with  this  Agreement or any of the
transactions  contemplated  hereby,  except  for  a  breach  by  a  party of its
obligations  under  the  Surviving Obligations. If written notice of a claim has
been  given by a party prior to the fourth anniversary of the Closing Date, then
the  relevant  representation,  warranty or other obligation shall survive as to
such  claim  until  the  claim  has  been  finally  resolved.

                                   ARTICLE XI
                                   ----------

                              RESTRICTIVE COVENANT
                              --------------------

     11.1     Restrictive  Covenant
              ---------------------

          Provided  that  there  is  no  breach  of this Agreement by Buyer, the
Sellers  shall  not, anywhere in the United States for a period of two (2) years
from  and  after the date hereof, directly or indirectly, engage in any business
in  direct  competition  with the Company. If any provision of this paragraph is
held  invalid,  such  provisions  shall be severed and the balance thereof shall
remain  valid  and  enforceable.  In  the  event  that  a  court  of  competent
jurisdiction  determines  that  the  scope of business restricted or the time or
geographical  limitations  imposed  are  too broad to be capable of enforcement,
such  court may ignore such provisions and instead enforce such provisions as to
such  scope,  time  and  geographical  areas  as  the  court  deems  proper.

                                  ARTICLE XII
                                  -----------

                              AMENDMENT ANDWAIVER
                              -------------------

     12.1     Amendment.
              ----------

          This  Agreement  may not be amended except by an instrument in writing
and  signed  by  Buyer,  the  Company,  and  the  Sellers.

     12.2     Waiver.
              -------

          Except  as otherwise provided in this Agreement, any failure of either
of  the  parties  to comply with any provision hereof may be waived by the party
entitled to the benefit thereof only by a written instrument signed by the party
granting  such  waiver,  but  such  waiver  or  failure  to  insist  upon strict
compliance with such provision shall not operate as a waiver of or estoppel with
respect  to,  any  subsequent  or  other  failure.

                                  ARTICLE XIII
                                  ------------

                                  MISCELLANEOUS
                                  -------------


                                       12
<PAGE>
     13.1     Non-Circumvention.  The  Sellers  agree  that  unless negotiations
              -----------------
between  Buyer  and  Sellers  are  earlier  terminated  by mutual agreement, the
Sellers  with regard to the Company will not engage or continue with any current
negotiations  or  sign  any agreements with any person or entity relating in any
way  to (i) the sale by the Company of substantially all of its assets or equity
interests,  or  (ii) a merger of consolidation involving the Company in any way.
The  Non-  Circumvention  Period may be terminated at any time by the Sellers if
the  Closing  has not occurred by June 15, 2006, unless extended pursuant to the
Closing  Extension  provision  of  Article  3.

     13.2     Purchase  Investigation. Upon execution of this Agreement, Sellers
              ------------------------
will  make  available to Buyer and Buyer's representatives, and give them access
to  inspect,  the  physical  properties  and  the  books,  records,  clients and
employees  and  all other information of the Sellers pertaining to the operation
of  the  Company.  In that regard, the Sellers will provide Buyer with copies of
agreements,  accounting statements and records, employee benefit plans and other
records  pertaining  to  the  business  of the Company, whether or not material.

     13.3     Conduct  of  Business.  Until Closing, Sellers will use their best
              ---------------------
efforts  to conduct the Company's business in a reasonable and prudent manner in
accordance  with  past  practices;  will engage in no transaction outside of the
ordinary  course  of  business,  will  enter  into  no  agreement or transaction
extending beyond the Closing Date; will use their best efforts to preserve their
existing  business  organization  and relations with their employees, customers,
suppliers  and others with whom it has a business relationship; will not dispose
of  any  of  the assets, except such as are retired and replaced in the ordinary
course  of  business;  will  conduct  their  business  in  compliance  with  all
applicable  laws  and  regulations; will not make any distributions and will not
pay  any bonuses or make any salary or wage increases not in the ordinary course
of  business.

     13.4     Personnel.  Except  as  provided  for in the Employment Agreements
              ---------
with the Sellers, Buyer shall have no obligation to maintain any employee of the
Company  after  Closing  and  nothing contained herein shall be deemed to create
third-party  beneficiary  rights  of  any  nature  whatsoever  on  behalf of the
employees  of  the  Company.


                                       13
<PAGE>
     13.5     Licenses.  It  shall  be  a  condition  to  Buyer's  obligation to
              --------
purchase  that  Buyer  be  provided,  on  the  same basis upon which the Company
presently  enjoys,  all  rights  to  use  all  licenses necessary to conduct the
business  of  the Company as the same is now conducted including but not limited
to  the  assignment  of any leases. Any royalty income payable to the Sellers or
the  Company  after  Closing shall become the property of Buyer. Buyer agrees to
assume  all such licenses and other agreements under which the Sellers enjoy the
right  to  use  technology.

     13.6     Government  Permits. It shall be a condition of Buyer's obligation
              -------------------
to  purchase  that  all  permits  and licenses necessary to the operation of the
Company's  facilities be assigned to the Buyer. The Sellers and the Company will
use  their  reasonable efforts to cause such permits and licenses to be assigned
to  Buyer  on  the  same terms and conditions on which they are issued and Buyer
agrees  to  assume  such  permits  and  licenses.

     13.7     Designated  Purchaser;  No  Other  Assignment.
              ---------------------------------------------

          The  Company and the Sellers acknowledge and agree that Buyer or a new
entity  representing  Buyer's Telecommunications Group, or an existing entity of
the  Buyer,  if  mutually  agreed  to  by  Buyer  and  Seller  (the  "Designated
Purchaser")  shall be used by Buyer to carry out all or part of the transactions
contemplated  by  this  Agreement and, in connection therewith, Buyer may assign
any  and  all  of  its  rights  hereunder  and  any  and  all  of its duties and
obligations  hereunder  to such Designated Purchaser. No other assignment by any
of  the  parties of their respective rights nor delegation by any of the parties
of  their  respective  duties  shall  be  permitted  hereunder.

     13.8     Intended  Beneficiaries.
              -----------------------

          The  Company and the Sellers acknowledge and agree that any Designated
Purchaser  shall  be  an  intended  beneficiary  of each of the representations,
warranties, covenants, indemnities, and other agreements made by the Company and
the  Sellers in and under the terms of this Agreement as fully and completely as
if  the  Designated  Purchaser  were named as a party to this Agreement and such
representations,  warranties,  covenants, indemnities, and other agreements made
by  the  Company  and  the  Sellers  were  made expressly to and in favor of the
Designated  Purchaser.  Except  for  the  parties  hereto  and  any  Designated
Purchaser,  the  Company,  the  Sellers  and Buyer agree that no other person is
intended  to  be  a  beneficiary  of  this  Agreement.

     13.9     Costs.
              -----

          Except  as  otherwise  provided  in this Agreement, Buyer will pay its
fees  and  expenses  and  Company  will  pay  its  fees and expenses incurred in
connection with the negotiation, preparation, and performance of this Agreement.

     13.10     Confidentiality.
               ---------------

          Buyer,  the  Company,  and the Sellers will hold, and will cause their
employees,  representatives,  agents  and  affiliated  persons to hold in strict
confidence,  and  not disclose to any other party, and not use in any way except
in  connection  with  the  transactions  contemplated


                                       14
<PAGE>
hereby,  without  the prior written consent of the other party, all confidential
information  obtained  from  the other party in connection with the transactions
contemplated  by  this Agreement (including the existence of this Agreement, any
of  the  terms  hereof, and the negotiations between the parties hereto), except
such information may be disclosed: (a) where necessary, to any potential lenders
or  investors  (or  others  providing  debt  or  equity  financing  to  Buyer in
connection with the acquisition of the Stock); (b) to applicable governmental or
regulatory  authorities  and, where necessary, to any other person in connection
with  the  obtaining  of  the Licenses and Approvals and the consents or waivers
contemplated  or  required  by  the  terms of this Agreement; (c) if required by
court  order  or  decree  or any applicable law; (d) if it is publicly available
through  no  act  or failure to act of such party; (e) was already known to such
party  on  a confidential basis on the date of receipt; (f) during the course of
or in connection with any litigation, governmental investigation, arbitration or
other  proceedings  based  upon or in connection with the subject matter of this
Agreement,  including  the failure of the transactions contemplated hereby to be
consummated;  or  (g)  if  it  is  otherwise  expressly  provided  for  herein.

     13.11     Parties  in  Interest.
               ----------------------

          This  Agreement shall be binding upon, inure to the benefit of, and be
enforceable  by  the respective successors, heirs, personal representatives, and
assigns  permitted  under  the  terms  of  this  Agreement.

     13.12     Set  Off.
               ---------

          Buyer  is hereby authorized to the fullest extent permitted by law, to
set  off  and  to apply any and all amounts due from Buyer to Sellers under this
Agreement,  including  any  amount  owed  to  Sellers  pursuant  to the Earn Out
provisions of Section 2.4, and any other indebtedness at any time owing by Buyer
to or for the account of Sellers against any and all of the obligations of Buyer
now  or  hereafter existing under this Agreement with respect to which Buyer has
obtained  a  certified  judgment  from  a  Court  of  competent jurisdiction. In
addition,  Buyer  shall  have  the  same  Set  Off  rights  for a default of the
representations contained in Sections 4.14, 4.15, 4.16 or 4.17 without having to
first  have  received  a judgment. The rights of Buyer under this Section are in
addition  to  other  rights  and  remedies (including, without limitation, other
rights  of  set  off)  which  Buyer  may  have.

     13.13     Entire  Agreement;  No  Oral  Modifications  or  Waivers.
               ---------------------------------------------------------

          This Agreement, the Exhibits, Schedules and other writings referred to
herein  or delivered pursuant hereto which form a part hereof contain the entire
understanding  of  the  parties with respect to its subject matter and supersede
all  prior  oral  and  written agreements and understandings between the parties
with  respect  to  its subject matter. This Agreement may be modified and any of
its  provisions may only be waived in a writing signed by the party against whom
such modification or waiver is sought to be enforced pursuant to Paragraph 10.1.

     13.14     Headings.
               ---------

          The  Article  and Section headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.


                                       15
<PAGE>
     13.15     Notices.
               --------

          All  notices,  claims,  certificates,  requests,  demands  and  other
communications  hereunder  shall  be in writing and shall be deemed to have been
duly  given if delivered personally by hand, telecopied or facsimile sent, or if
sent  by recognized overnight courier service (e.g. Federal Express), or if sent
by  U.S. registered or certified mail, postage prepaid, return receipt requested
(three  (3)  business  days  after  mailing  or  one business day in the case of
express  mail  or  overnight  courier  service),  as  follows:

          If  to  Buyer:
          --------------
          Charys  Holding  Company,  Inc
          1117  Perimeter  Center  West
          Suite  N415
          Atlanta,  GA  30338
          ATTN:  Billy  V  Ray,  Jr.
          Fax:  678-443-2320

          If  to  Company:
          ----------------
          Digital  Communications  Services,  Inc.
          96  North  5th  Avenue
          Delray  Beach,  FL  33483


          If  to  Sellers:
          ----------------
          Digital  Communications  Services,  Inc.
          96  North  5th  Avenue
          Delray  Beach,  FL  33483

or  to  such  other address as the person to whom notice is to be given may have
previously  furnished  to  the  other  in writing in the manner set forth above,
provided  that  notice  of  a  change of address shall be deemed given only upon
receipt.

     13.16     Counterparts.
               -------------

          This Agreement may be executed simultaneously in several counterparts,
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and  the  same  instrument.

     13.17     Governing  Law.
               ---------------

          This Agreement is governed by and construed and enforced in accordance
with  the  laws  of  the  State  of Georgia (excluding conflicts of laws rules).

     13.18     Severability.
               -------------

          A  determination  that  any  provision of this Agreement is invalid or
unenforceable  shall  not  affect  the  validity  or enforceability of any other
provision  hereof.  If  it  shall  be


                                       16
<PAGE>
determined  by  any court or governmental agency or authority that any provision
of  this Agreement is invalid for any reason, such provision shall be considered
to  be  reduced  to  the  extent  required  to  cure  such  invalidity.

     13.19     Further  Assurances.
               --------------------

          From  time  to  time,  at  Buyer's  request  and  without  further
consideration,  the  Company  and the Sellers shall execute and deliver to Buyer
such  documents  and  take  such other action as Buyer may reasonably request in
order  to  consummate  more  effectively  the  transactions contemplated hereby.

     13.20     No  Drafting  Presumption.
               --------------------------

          Each  of  the  parties  hereto  shall  be  deemed to have participated
equally  in  the drafting and preparation of this Agreement and, accordingly, no
presumption  shall  arise concerning the interpretation of any of the provisions
hereof  with  respect  to  the party or parties responsible for its preparation.

     13.21     Incorporation  by  Reference.  Use  of  Certain  Terms.
               -------------------------------------------------------

          All  Exhibits and Schedules attached to this Agreement shall be deemed
incorporated  herein  by reference as if fully set forth herein. Use of the term
"including"  shall  be  deemed  to  mean  "including  but  not  limited  to".

     IN  WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the  parties  hereto  on  the  date  first  above  written.



WITNESS/ATTEST:                         COMPANY:

                                        Digital Communication Services, Inc.

/s/ Billy B. Caudill                    By: /s/ Daniel L. Osborne         (SEAL)
------------------------------             -------------------------------
                                               Daniel L. Osborne
                                               Secretary   Treasurer
                                        BUYER:


                                       17
<PAGE>
illegible                               By: /s/ Billy V. Ray Jr.          (SEAL)
------------------------------             -------------------------------
                                            Name: Billy V. Ray Jr.
                                                 -------------------------
                                            Its: CEO
                                                --------------------------


                                        SELLERS

illegible                               /s/ Billy B. Caudill
------------------------------          ----------------------------------
                                        Billy B. Caudill

illegible                               /s/ Daniel L. Osborne
------------------------------          ----------------------------------
                                        Daniel L. Osborne


                                       18
<PAGE>
illegible                               By: /s/ Billy V. Ray Jr.          (SEAL)
------------------------------             -------------------------------
                                           Name: Billy V. Ray Jr.
                                                --------------------------
                                           Its:  CEO
                                                --------------------------


                                        SELLERS

                                        /s/ Billy B. Caudill
------------------------------          ----------------------------------
                                        Billy B. Caudill

                                        /s/ Daniel L. Osborne
------------------------------          ----------------------------------
                                        Daniel L. Osborne


                                       19
<PAGE>
determined  by  any court or governmental agency or authority that any provision
of  this Agreement is invalid for any reason, such provision shall be considered
to  be  reduced  to  the  extent  required  to  cure  such  invalidity.

     13.19     Further  Assurances.
               --------------------

          From  time  to  time,  at  Buyer's  request  and  without  further
consideration,  the  Company  and the Sellers shall execute and deliver to Buyer
such  documents  and  take  such other action as Buyer may reasonably request in
order  to  consummate  more  effectively  the  transactions contemplated hereby.

     13.20     No  Drafting  Presumption.
               --------------------------

          Each  of  the  parties  hereto  shall  be  deemed to have participated
equally  in  the drafting and preparation of this Agreement and, accordingly, no
presumption  shall  arise concerning the interpretation of any of the provisions
hereof  with  respect  to  the party or parties responsible for its preparation.

     13.21     Incorporation  by  Reference,  Use  of  Certain  Terms.
               -------------------------------------------------------

          All  Exhibits and Schedules attached to this Agreement shall be deemed
incorporated  herein  by reference as if fully set forth herein. Use of the term
"including"  shall  be  deemed  to  mean  "including  but  not  limited  to".

     IN  WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the  parties  hereto  on  the  date  first  above  written.

WITNESS/ATTEST:                         COMPANY:

                                        Digital  Communication  Services,  Inc.


                                        By:                               (SEAL)
-----------------------                    -------------------------------


                                        BUYER:


                                       20
<PAGE>
illegible                               By: /s/ Billy V. Ray Jr.          (SEAL)
------------------------------             -------------------------------
                                           Name: Billy V. Ray Jr.
                                                --------------------------
                                           Its:  CEO
                                                --------------------------


                                        SELLERS


------------------------------          ----------------------------------
                                        Billy B. Caudill


------------------------------          ----------------------------------
                                        Daniel L. Osborne


                                       21
<PAGE>
                                    EXHIBIT A

     STATE  OF  GEORGIA                                                  ,  2006
                                                          ---------------

     COUNTY  OF  FULTON                                              $640,000.00


                                PROMISSORY NOTE

               FOR  VALUE  RECEIVED,  the  undersigned,  Charys Holding Company,
Inc.,  (the  "Borrower"),  promises  to pay to the order of Billy B. Caudill and
Daniel  J.  Osborne. (herein the "Lender" and, along with each subsequent holder
of  this  Note,  referred  to as the "Holder"), the principal sum of SIX HUNDRED
FORTY  THOUSAND  ($640,000.00).  The  Note  shall  bear  no  interest.

          All  principal  hereof shall be payable on or before June 30, 2006. If
needed,  Borrower  shall have a grace period of and additional fifteen (15) days
before  Holder  may  declare  a  default.

          All  parties  liable  for  the  payment  of this Note agree to pay the
Holder hereof an amount equal to ten percent (10%) of the principal and interest
outstanding  as  attorneys' fees for the services of counsel employed to collect
this  Note,  whether  or not suit be brought, and whether incurred in connection
with  collection,  trial,  appeal,  or  otherwise, and to indemnity and hold the
Holder  harmless  against  liability  for  the  payment  of  state  intangible,
documentary  and  recording  taxes,  and  other  taxes  (including  interest and
penalties,  if  any)  which may be determined to be payable with respect to this
transaction.

          The  remedies  of  the  Holder  as  provided  herein  and in any other
documents  governing  or  securing  repayment  hereof  shall  be  cumulative and
concurrent  and  may  be  pursued singly, successively, or together, at the sole
discretion  of  the  Holder, and may be exercised as often as occasion therefore
shall  arise.

          No act of omission or commission of the Holder, including specifically
any  failure  to  exercise  any  right,  remedy, or recourse, shall be effective
unless  set forth in a written document executed by the Holder, and then only to
the  extent  specifically recited therein. A waiver or release with reference to
one  event  shall not be construed as continuing, as a bar to, or as a waiver or
release of any subsequent right, remedy, or recourse as to any subsequent event.

          The  Borrower and all sureties, endorsers, and guarantors of this Note
hereby  (a) waive demand, presentment of payment, notice of nonpayment, protest,
notice  of  protest  and  all  other  notice,  filing  of suit, and diligence in
collecting  this  Note,  or  in enforcing any of its rights under any guaranties
securing  the  repayment  hereof;  (b)  agree


<PAGE>
to  any  substitution,  addition,  or  release of any collateral or any party or
person  primarily  or secondarily liable hereon; (c) agree that the Holder shall
not  be  required  first to institute any suit, or to exhaust his, their, or its
remedies  against  the  Borrower  or  any other person or party to become liable
hereunder,  or  against any collateral in order to enforce payment of this Note;
(d) consent to any extension, rearrangement, renewal, or postponement of time of
payment  of  this  Note  and to any other indulgence with respect hereto without
notice,  consent,  or  consideration  to  any  of  them;  and  (e)  agree  that,
notwithstanding  the occurrence of any of the foregoing (except with the express
written  release  by  the  Holder  or any such person), they shall be and remain
jointly  and  severally,  directly, and primarily, liable for all sums due under
this  Note.

          Whenever used in this Note, the words "Borrower" and "Holder" shall be
deemed  to include the Borrower and the Holder named in the opening paragraph of
this  Note,  and  their  respective  heirs,  executors,  administrators,  legal
representatives,  successors, and assigns. It is expressly understood and agreed
that  the  Holder  shall  never be construed for any purpose as a partner, joint
venturer,  co-principal, or associate of the Borrower, or of any person or party
claiming  by,  through, or under the borrower in the conduct of their respective
businesses.

          Time  is  of  the  essence  of  this  Note.

          This  Note shall be construed and enforced in accordance with the laws
of  the  State  of  Georgia.

          The  pronouns  used  herein  shall  include,  when appropriate, either
gender  and  both  singular  and  plural,  and  the  grammatical construction of
sentences  shall  conform  thereto.

          All  references herein to any document, instrument, or agreement shall
be deemed to refer to such document, instrument, or agreement as the same may be
amended,  modified,  restated,  supplemented,  or  replaced  from  time to time.

     IN   WITNESS   WHEREOF,   the   undersigned   Borrower   has   executed
this  instrument  under  seal  as  of  the  day  and  year  first above written.

                                        Charys Holding Company, Inc.

                                        By: /s/ Billy V. Ray J
                                           --------------------------------
                                        Name: /s/ Billy V. Ray .
                                             ------------------------------
                                        Its:  CEO
                                            -------------------------------


<PAGE>
substitution,  addition,  or  release  of  any collateral or any party or person
primarily  or  secondarily liable hereon; (c) agree that the Holder shall not be
required  first to institute any suit, or to exhaust his, their, or its remedies
against the Borrower or any other person or party to become liable hereunder, or
against  any collateral in order to enforce payment of this Note; (d) consent to
any  extension,  rearrangement,  renewal,  or postponement of time of payment of
this  Note  and  to  any  other  indulgence  with respect hereto without notice,
consent,  or  consideration  to any of them; and (e) agree that, notwithstanding
the  occurrence of any of the foregoing (except with the express written release
by  the  Holder  or  any  such  person),  they  shall  be and remain jointly and
severally,  directly,  and  primarily,  liable for all sums due under this Note.

          Whenever used in this Note, the words "Borrower" and "Holder" shall be
deemed  to include the Borrower and the Holder named in the opening paragraph of
this  Note,  and  their  respective  heirs,  executors,  administrators,  legal
representatives,  successors, and assigns. It is expressly understood and agreed
that  the  Holder  shall  never be construed for any purpose as a partner, joint
venturer,  co-principal, or associate of the Borrower, or of any person or party
claiming  by,  through, or under the borrower in the conduct of their respective
businesses.

          Time  is  of  the  essence  of  this  Note.

          This  Note shall be construed and enforced in accordance with the laws
of  the  State  of  Georgia.

          The  pronouns  used  herein  shall  include,  when appropriate, either
gender  and  both  singular  and  plural,  and  the  grammatical construction of
sentences  shall  conform  thereto.

          All  references herein to any document, instrument; or agreement shall
be deemed to refer to such document, instrument, or agreement as the same may be
amended,  modified,  restated,  supplemented,  or  replaced  from  time to time.

     IN  WITNESS  WHEREOF, the undersigned Borrower has executed this instrument
under  seal  as  of  the  day  and  year  first  above  written.


                                             Charys Holding Company, Inc.

                                             By: /s/ Billy V. Ray Jr.
                                                --------------------------------
                                        Name: /s/ Billy V. Ray Jr.
                                             ------------------------------
                                        Its:  CEO
                                            -------------------------------


<PAGE>
                                    EXHIBIT B

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

I,  BILLY B. CAUDILL, an individual ("Executive") residing in ____________ agree
to  the terms and conditions of employment with DIGITAL COMMUNICATIONS SERVICES,
INC.  A  Kentucky corporation located at 96 NE 5th Avenue, Delray Beach, Florida
33483  ("Company"),  set  forth  in  this  Employment  Agreement  ("Agreement").

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

          2.     NATURE  OF  DUTIES.  I  shall  be  the  Co-President  and Chief
Financial  Officer  of  the Digital Communications Services subsidiary of Charys
Holding  Company.  As  such,  I  shall  have  the  responsibilities set forth in
APPENDIX  A.   I agree that the Company may alter my duties from time to time if
such  duties  are  consistent with that of the position held by the Executive. I
shall  devote  substantially, all my business time and effort to the performance
of  my  duties for the Company, which I shall perform faithfully and to the best
of  my  ability.  I  shall  be subject to the Company's policies, procedures and
approval practices, as generally in effect from time to time.    Notwithstanding
the foregoing or any other provision of this Agreement, it shall not be a breach
or  violation  of  this  Agreement  for me to (i) serve on corporate (subject to
approval  of  the Board), civic or charitable boards or committees, (ii) deliver
lectures,  fulfill  speaking  engagements  or teach at educational institutions,
(iii)  manage  personal  investments  so  long  as  such  activities  do  not
significantly interfere with or significantly detract from the performance of my
responsibilities  to  the  Company  in  accordance  with this agreement, or (iv)
travel  for  health  reasons  related  to  immediate  family  members.

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


<PAGE>
          4.     COMPENSATION  AND  RELATED  MATTERS.

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

               (b)     DISCRETIONARY  BONUSES  AND  STOCK OPTIONS. Following the
Earn  out  period  described in EXHIBIT C of the Digital Communications Services
Stock  Purchase  agreement,  I shall be eligible for bonuses and other incentive
compensation under bonus and incentive compensation plans generally available to
other  similarly  situated  Company  executives.

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

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

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

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

          5.     TERMINATION.

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


<PAGE>
under  Section  8, or as set forth in any written agreement I subsequently enter
into  with  the  Company.

<TABLE>
<CAPTION>
<S>                   <C>
--------------------------------------------------------------------------------------------
DISCHARGE             Payment or provision when due of (1) any unpaid base salary,
FOR CAUSE             expense reimbursements, and vacation days accrued prior to
                      termination of employment, and (2) other unpaid vested amounts or
                      benefits under Company compensation, incentive, and benefit plans,
                      including any Earn Out compensation computed up to the date of
                      termination of employment.
--------------------------------------------------------------------------------------------
DISABILITY            Same as for "Discharge for Cause" EXCEPT that I also shall be
                      potentially eligible for disability benefits under any Company-
                      provided disability plan in which I then participate.
--------------------------------------------------------------------------------------------
DISCHARGE OTHER       Same as for "Discharge for Cause" EXCEPT that, in exchange for
THAN FOR CAUSE        my execution of a release in accordance with this section, my Base
OR DISABILITY         Salary, but not my employment, shall continue through for one (1)
                      year regardless of the remaining term of this Agreement.
--------------------------------------------------------------------------------------------
RESIGNATION           Same as for "Discharge for Cause."
--------------------------------------------------------------------------------------------
DEATH                 Same as for "Discharge for Cause" EXCEPT that payments shall be
                      made to my legal representative
--------------------------------------------------------------------------------------------
EXPIRATION
OF                    Same as for "Discharge for Cause."
AGREEMENT
--------------------------------------------------------------------------------------------
CHANGE OF             Payment or provision when due of (1) any unpaid base salary,
CONTROL               expense reimbursements, and vacation days accrued prior to
                      termination of employment, (2) other unpaid vested amounts or
                      benefits under Company compensation, incentive, and benefit plans
                      (3) pay to the Executive on the termination date a lump sum payment
                      equal to three (3) times Base Salary as of the date of my resignation
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                      resulting from the Change in Control and (4) all stock options
                      previously granted to Employee shall become fully vested and
                      immediately exerciseable
--------------------------------------------------------------------------------------------
</TABLE>

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

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

                    (ii)    my  failure  to  comply  with  Company  policies;

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

     (ii)  my  becoming  insolvent  or  filing  for  bankruptcy;

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

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

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

               (d)     DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY. The Company
may  terminate  my  employment  at  any time for any reason, and without advance
notice.  If  I  am  terminated by the Company other than for Cause under Section
5(b)  or  for  Disability  under  Section  5(c), I will only receive the special
benefits  provided  for  a  non-Cause  discharge  under Section 5(a) if I sign a
general  release  form  furnished  to  me  by the Company (which may include any
provision  customary  in  formal  settlement  agreements  and  general releases,
including  such  things  as  my  release  of  the  Company  and  all


<PAGE>
conceivably  related  persons  or  entities  ("affiliates")  from  all known and
unknown claims, my covenant never in the future to pursue any released claim, my
promise  not to solicit current or former customers, employees, suppliers or, to
the  fullest  extent lawful, engage in business activities that compete with the
Company  or  any affiliate, or disclose or use any of their proprietary or trade
secret  information)  within 60 days after my employment ends (or within 60 days
after an arbitrator determines that I am entitled to such payments if I sign the
general  release)  and  I  do  not thereafter properly revoke the release. I may
resign  my  employment within 60 days after a Change of Control in which event I
shall  only  receive the special benefits provided for a Non-Cause Discharge Due
to  a  Change  of  Control  under  Section  5(a).

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

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

               (g)     TRANSFERS TO GROUP MEMBER. My transfer to a subsidiary of
the  Company ["Group Member"] shall not be deemed a termination of my employment
under  this  Agreement  if  it assumes this Agreement. However, not withstanding
anything  contained  to  the  contrary  in  this Agreement or the Stock Purchase
Agreement,  when  the  Company  achieves  revenues  greater  than  or  equal  to
$1,000,000  for three months of any five month period, together with achieving a
net  operating  profit,  the Company shall be transferred to or made a part of a
separate division or group for Telecommunications Services and the Executive, at
that time shall assume the duties of President of that Division reporting to the
CEO  of  Charys  Holding  Company,  Inc.

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

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

               (j)     DEFINITION  OF  CHANGE  OF  CONTROL.  Consummation by the
company  of  (x)  a  reorganization,  merger,  consolidation  or  other  form of
corporate  transaction  or  series  of  related transactions, in each case, with
respect  to  which  persons


<PAGE>
who  were  the  shareholders  of  the  Company  immediately  prior  to  such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter,  own  more  than  50%  of the combined voting power entitled to vote
generally  in  the  election  of  directors  of  the  reorganized,  merged  or
consolidated  company's then outstanding voting securities, in substantially the
same  proportions  as  their ownership immediately prior to such reorganization,
merger,  consolidation  or  other  transaction,  or  (y)  the  sale  of  all  or
substantially  all  of the assets of the Company; provided that, with respect to
this  Section,  a  Change in Control shall not be deemed to have occurred should
any  of  the  contingencies  referred  to  in  this Section result from terms of
executed  contractual  agreements, and such terms are in effect on or before the
Commencement  Date.

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

          7.     "TRADE  SECRETS"  are  defined  as  information,  regardless of
form,  belonging  to  the  Company,  licensed  by  it,  or  disclosed to it on a
confidential  basis  by  its  customers,  suppliers,  or  other  third  parties,
including,  but  not  limited  to,  technical  or  nontechnical  data, formulae,
patterns,  compilations,  programs,  devices,  methods,  techniques,  drawings,
processes,  financial  data,  product  plans,  or  lists  of actual or potential
customers  or  suppliers  which  are  not  commonly known by or available to the
public  and  which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means  by,  other  persons  who can obtain economic value from its disclosure or
use;  and  (ii)  is  the  subject  of  efforts  that  are  reasonable  under the
circumstances  to  maintain  its  secrecy.

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

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


<PAGE>
written  approval  of  the Company, use or disclose any Confidential Information
before  it  has  become  generally known within the relevant industry through no
fault  of  my  own.

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

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

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

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

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


<PAGE>
Company,  and  I  hereby  assign  all my rights, title, and interest in any such
intellectual  property  to  the  Company.

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

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

          17.     NOTICE.

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

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

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


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

          19.     GOLDEN  PARACHUTE  LIMITATION.   I  agree that my payments and
benefits under this Agreement and all other contracts, arrangements, or programs
shall  not,  in  the aggregate, exceed the maximum amount that may be paid to me
without  triggering


<PAGE>
golden  parachute  penalties  under  Section  280G and related provisions of the
Internal  Revenue Code, as determined in good faith by the Company's independent
auditors.  If  any benefits must be cut back to avoid triggering such penalties,
my  benefits  shall be cut back in the priority order designated by the Company.
If  an  amount in excess of the limit set forth in this section is paid to me, I
will  repay  the  excess amount to the Company upon demand, with interest at the
rate  provided  for  in Internal Revenue Code Section 1274(b)(2)(B). The Company
and  I  agree to cooperate with each other in connection with any administrative
or  judicial  proceedings concerning the existence or amount of golden parachute
penalties  with  respect  to  payments  or  benefits  I  receive.

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

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

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

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

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


<PAGE>
interpreted and enforced as if it provided for the maximum restriction permitted
under  such  governing  law.

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

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

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

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


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

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


By: /s/ Billy B. Caudill                Charys Holding Company Inc.
   ------------------------------

Name: Billy B. Caudill                  By: /s/ Billy V. Ray Jr.
     ----------------------------          ---------------------------------
                                        Name: Billy V. Ray Jr.
                                             -------------------------------
                                        Title: CEO
                                              ------------------------------

Date: 6-12-06                           Date: 6-12-06
     ----------------------------            -------------------------------


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

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


By:                                     Charys Holding Company Inc.
   ------------------------------

Name:                                   By: /s/ Billy V. Ray J.
     ----------------------------          ---------------------------------
                                        Name: Billy V. Ray J.
                                             -------------------------------
                                        Title: CEO
                                              ------------------------------

Date:                                   Date: 6-12-06
     ----------------------------            -------------------------------

<PAGE>
                                   Schedule 1
                                   ----------
                            ASSIGNMENT OF INVENTIONS
                            ------------------------

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

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

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

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


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

Employee:                         Charys Holding Company Inc.

/s/ Billy B. Caudill              /s/ Billy V. Ray Jr.
------------------------------    --------------------------------------
Signature of Employee             Signature of Authorized Company Representative

                                  CEO
                                  --------------------------------------
Print Name of Employee            Title of Representative

Billy B. Caudill                  6-12-06
------------------------------    --------------------------------------
Date                              Date


<PAGE>
                                   Schedule 2
                                   ----------

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Discovery
---------

          Each  party  shall have the right to take depositions of up to 10 fact
witnesses  and  any  expert witness designated by another party. Each party also
shall  have


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

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

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

Subpoenas
---------

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

                                                              Employee initials:

                                                                      ----------

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


Billy  B.  Caudill:               Charys  Holding  Company  Inc.


/s/ Billy B. Caudill              /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Billy B Caudill                   CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


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

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

                                                              Employee initials:

                                                                      ----------

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


Billy B Caudill:                  Charys Holding Company Inc.


                                  /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


<PAGE>
                                   APPENDIX A

                             DUTIES AND PRIORITIES:
                             ----------------------


POSITION:                President and Chief Financial Officer


RESPONSIBILITY:

               [ ]  Development  of subsidiary annual operating plan objectives.

               [ ]  Achievement  of  annual  objectives agreed to by Corporation

               [ ]  Development  of  Telecommunications  Infrastructure  Market

                         -    Sales  opportunity  development

                         -    Customer  relationship  management

                         -    Company  acquisition  opportunity  identification
                              identification

                         -    New  market  business  development

               [ ]  Management  of  Telecommunication  Infrastructure Businesses

                         -    Financial,  Employee,  and  other  management
                              decisions  necessary  to  ensure profitability and
                              achievement  of  objectives


STARTING:                Effective  Date  of  purchase of Digital Communications
                         Services  Inc.

REPORTS TO:              Chief  Executive  Officer  -  Charys  Technologies Inc.


<PAGE>
LOCATION:                As Mutually Agreed

COMPENSATION:            Annual  Salary: See EXHIBIT 1, attached hereto and made
                         a  part  hereof


<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT 1
                                    ---------

                            BASE SALARY COMPENSATION
                            ------------------------

                   Initial   $750,000    $1 M      $1.5M      $2M
<S>                <C>       <C>       <C>       <C>       <C>
Billy Caudill      $120,000  $145,000  $165,000  $200,000  $225,000

Daniel L. Osborne  $ 96,000  $110,000  $125,000  $160,000  $185,000
<FN>

     1.  Base  salary  levels based upon achieving revenues at the stated levels
for  3  months  of  any  5 month period, together with achieving a net operating
profit.
</TABLE>


<PAGE>
                                    EXHIBIT C
                                    ---------

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

I,  DAN  OSBORNE,  an  individual  ("Executive")  residing  in  West Palm Beach,
Florida,  agree  to  the  terms  and  conditions  of  employment  with  DIGITAL
COMMUNICATIONS  SERVICES,  INC.  a  Kentucky  corporation  located  at 96 NE 5th
Avenue,  Delray  Beach,  Florida 33483 ("Company"), set forth in this Employment
Agreement  ("Agreement").

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

          2.     NATURE  OF  DUTIES.  I  shall  be  the  Co-President  and Chief
Financial  Officer  of  the Digital Communications Services subsidiary of Charys
Holding  Company.  As  such,  I  shall  have  the  responsibilities set forth in
APPENDIX  A.   I agree that the Company may alter my duties from time to time if
such  duties  are  consistent with that of the position held by the Executive. I
shall  devote  substantially, all my business time and effort to the performance
of  my  duties for the Company, which I shall perform faithfully and to the best
of  my  ability.  I  shall  be subject to the Company's policies, procedures and
approval practices, as generally in effect from time to time.    Notwithstanding
the foregoing or any other provision of this Agreement, it shall not be a breach
or  violation  of  this  Agreement  for me to (i) serve on corporate (subject to
approval  of  the Board), civic or charitable boards or committees, (ii) deliver
lectures,  fulfill  speaking  engagements  or teach at educational institutions,
(iii)  manage  personal investments, including my interest in Daniel L. Osborne,
PA,  and  Mizner Title and Trust, Inc., or other businesses in which I currently
have  a  financial  interest,  so  long  as such activities do not significantly
interfere  with  or  significantly  detract  from  the  performance  of  my
responsibilities  to  the  Company  in  accordance  with  this  agreement.


<PAGE>
          3.     PLACE  OF PERFORMANCE. I shall be based at the Company's office
in  Tampa, FL, except for required travel on the Company's business and stays at
my  primary  residence  in  West  Palm  Beach,  Florida.

          4.     COMPENSATION  AND  RELATED  MATTERS.

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

               (b)     DISCRETIONARY  BONUSES  AND  STOCK OPTIONS. Following the
Earn  out  period  described in EXHIBIT C of the Digital Communications Services
Stock  Purchase  agreement,  I shall be eligible for bonuses and other incentive
compensation under bonus and incentive compensation plans generally available to
other  similarly  situated  Company  executives.

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

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

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

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

          5.     TERMINATION.

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

<TABLE>
<CAPTION>
<S>          <C>
----------------------------------------------------------------------------------

DISCHARGE    Payment or provision when due of (1) any unpaid base salary,
FOR CAUSE    expense reimbursements, and vacation days accrued prior to
             termination of employment, and (2) other unpaid vested amounts or
             benefits under Company compensation, incentive, and benefit plans,
             including any Earn Out compensation computed up to the date of
             termination of employment.

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

DISABILITY   Same as for "Discharge for Cause" EXCEPT that I also shall be
             potentially eligible for disability benefits under any Company-
             provided disability plan in which I then participate.

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

DISCHARGE    Same as for "Discharge for Cause" EXCEPT that, in exchange for
OTHER        my execution of a release in accordance with this section, my Base
THAN         Salary, but not my employment, shall continue through for one (1)
FOR CAUSE    year regardless of the remaining term of this Agreement.
OR
DISABILITY

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

RESIGNATION  Same as for "Discharge for Cause."

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

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

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

EXPIRATION   Same as for "Discharge for Cause."
OF
AGREEMENT

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


<PAGE>
----------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------
</TABLE>

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

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

                    (ii)     my failure to comply with Company policies;

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

          (ii) my becoming  insolvent  or  filing  for  bankruptcy;

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

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

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

               (d)     DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY. The Company
may  terminate  my  employment  at  any time for any reason, and without advance


<PAGE>
notice.  If  I  am  terminated by the Company other than for Cause under Section
5(b)  or  for  Disability  under  Section  5(c), I will only receive the special
benefits  provided  for  a  non-Cause  discharge under Section 5 (a) if I sign a
general  release  form  furnished  to  me  by the Company (which may include any
provision  customary  in  formal  settlement  agreements  and  general releases,
including  such  things as my release of the Company and all conceivably related
persons  or  entities  ("affiliates")  from  all  known  and  unknown claims, my
covenant  never  in  the  future to pursue any released claim, my promise not to
solicit  current  or  former  customers, employees, suppliers or, to the fullest
extent  lawful,  engage  in business activities that compete with the Company or
any  affiliate,  or  disclose  or  use  any of their proprietary or trade secret
information) within 60 days after my employment ends (or within 60 days after an
arbitrator  determines that I am entitled to such payments if I sign the general
release)  and  I  do not thereafter properly revoke the release. I may resign my
employment  within 60 days after a Change of Control in which event I shall only
receive  the special benefits provided for a Non-Cause Discharge Due to a Change
of  Control  under  Section  5(a).

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

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

               (g)     TRANSFERS TO GROUP MEMBER. My transfer to a subsidiary of
the  Company ["Group Member"] shall not be deemed a termination of my employment
under  this  Agreement  if  it assumes this Agreement. However, not withstanding
anything  contained  to  the  contrary  in  this Agreement or the Stock Purchase
Agreement,  when  the  Company  achieves  revenues  greater  than  or  equal  to
$1,000,000  for three months of any five month period, together with achieving a
net  operating  profit,  the Company shall be transferred to or made a part of a
separate division or group for Telecommunications Services and the Executive, at
that time shall assume the duties of President of that Division reporting to the
CEO  of  Charys  Holding  Company,  Inc.

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


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

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

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

          18.     "TRADE  SECRETS"  are  defined  as  information, regardless of
form,  belonging  to  the  Company,  licensed  by  it,  or  disclosed to it on a
confidential  basis  by  its  customers,  suppliers,  or  other  third  parties,
including,  but  not  limited  to,  technical  or  nontechnical  data, formulae,
patterns,  compilations,  programs,  devices,  methods,  techniques,  drawings,
processes,  financial  data,  product  plans,  or  lists  of actual or potential
customers  or  suppliers  which  are  not  commonly known by or available to the
public  and  which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means  by,  other  persons  who can obtain economic value from its disclosure or
use;  and  (ii)  is  the  subject  of  efforts  that  are  reasonable  under the
circumstances  to  maintain  its  secrecy.

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


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

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

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

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

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

          25.     INTELLECTUAL PROPERTY.  Intellectual  property (including such
things  as all ideas, concepts, inventions, plans, developments, software, data,
configurations,  materials  (whether  written  or  machine-readable),  designs,
drawings,  illustrations,  and photographs, that may be protectable, in whole or
in  part,  under  any  patent,  copyright,


<PAGE>
trademark,  trade  secret,  or  other  intellectual  property  law),  developed,
created,  conceived,  made,  or reduced to practice during my Company employment
(except  intellectual  property  that  has no relation to the Group or any Group
customer  that  I developed, etc., purely on my own time and at my own expense),
shall be the sole and exclusive property of the Company, and I hereby assign all
my rights, title, and interest in any such intellectual property to the Company.

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

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

          17.     NOTICE.

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

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

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

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


<PAGE>
          19.     GOLDEN  PARACHUTE  LIMITATION.  I  agree  that my payments and
benefits under this Agreement and all other contracts, arrangements, or programs
shall  not,  in  the aggregate, exceed the maximum amount that may be paid to me
without  triggering  golden  parachute  penalties under Section 280G and related
provisions  of  the  Internal  Revenue  Code, as determined in good faith by the
Company's  independent  auditors.  If  any  benefits  must  be cut back to avoid
triggering  such  penalties, my benefits shall be cut back in the priority order
designated  by  the  Company.  If  an amount in excess of the limit set forth in
this  section  is paid to me, I will repay the excess amount to the Company upon
demand,  with  interest  at  the  rate  provided  for  in  Internal Revenue Code
Section  1274(b)(2)(B).  The Company and I agree to cooperate with each other in
connection  with  any  administrative  or  judicial  proceedings  concerning the
existence  or  amount  of golden parachute penalties with respect to payments or
benefits  I  receive.

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

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

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

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

          24.     VALIDITY.  The invalidity or unenforceability of any provision
of  this  Agreement shall not affect the validity or enforceability of any other
provision  of  this  Agreement, which shall remain in full force and effect.  In
the  event  that a court of competent jurisdiction determines that any provision
of  this  Agreement  is  invalid  or  more


<PAGE>
restrictive  than  permitted  under the governing law of such jurisdiction, then
only  as to enforcement of this Agreement within the jurisdiction of such court,
such  provision  shall  be  interpreted  and  enforced as if it provided for the
maximum  restriction  permitted  under  such  governing  law.

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

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

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

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


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

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


By: /s/ Dan Osborne               Charys  Holding  Company  Inc.
   ----------------------

Name:  Dan Osborne                By:  /s/ Billy V. Ray Jr.
     --------------------            -------------------------------------------
                                  Name:  Billy V. Ray Jr.
                                       -----------------------------------------
                                  Title:  CEO
                                        ----------------------------------------

Date:  06-06-06                   Date:  6-12-06
     --------------------              -----------------------------------------


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

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


By:                               Charys  Holding  Company  Inc.
   ----------------------

Name:                             By:  /s/  Billy  V.  Ray  Jr.
     --------------------            -------------------------------------------
                                  Name:  Billy  V.  Ray  Jr.
                                       -----------------------------------------
                                  Title:  CEO
                                        ----------------------------------------

Date:                             Date:  6-12-06
     --------------------              -----------------------------------------


<PAGE>
                                   Schedule 1
                                   ----------

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

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

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

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

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


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


Employee:                         Charys Holding Company Inc.


/s/ Dan Osborne                   /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Dan Osborne                       Billy V. Ray Jr.  CEO
                                  ----------------------------------------------
Print Name of Employee            Title of Representative


06-06-06                          6-12-06
-------------------------         ----------------------------------------------
Date                              Date


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

Employee:                         Charys Holding Company Inc.


                                  /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
                                  ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


<PAGE>
                                   Schedule 2
                                   ----------

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

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

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

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

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

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

          Except as otherwise provided in this Agreement, both the Company and I
agree  that  neither  of  us  shall  initiate  or  prosecute  any  lawsuit  or
administrative  action (other than an administrative charge of discrimination to
the  Equal  Employment  Opportunity  Commission,  California  Department of Fair
Employment  and  Housing  or  similar  fair  employment  practices agency, or an
administrative  charge  within  the jurisdiction of the National Labor Relations
Board),  in  any  way  related  to  any  claim  covered  by  this  Agreement.

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


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

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

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

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

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

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

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

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

Discovery
---------

          Each  party  shall have the right to take depositions of up to 10 fact
witnesses  and  any  expert witness designated by another party. Each party also
shall  have  the right to make requests for production of documents to any party
and  to subpoena documents from third parties. Requests for additional discovery
may  be  made  to  the  Arbitrator  selected  pursuant  to  this  Agreement. The
Arbitrator  may  grant  an  order for such requested additional discovery if the
Arbitrator  finds  that  the  party requires it to adequately arbitrate a claim,
taking  into  account  the parties' mutual desire to have a fast, cost-effective
dispute  resolution  mechanism.


<PAGE>
Designation of Witnesses
------------------------

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

Subpoenas
---------

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

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

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

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

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

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

          The Arbitrator shall have jurisdiction to hear and rule on pre-hearing
disputes  and  is  authorized to hold pre-hearing conferences by telephone or in
person,  as  the  Arbitrator  deems


<PAGE>
advisable.  The  Arbitrator  shall  have  the authority to entertain a motion to
dismiss  and/or  a  motion for summary judgment by any party and shall apply the
standards  governing  such  motions  under the Federal Rules of Civil Procedure.

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

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

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

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

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

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

          The Company will be responsible for paying any filing fee and the fees
and  costs  of  the  Arbitrator;  provided,  however,  that  if  I  am the party
initiating  the  claim,  I  will contribute an amount equal to the filing fee to
initiate a claim in the court of general jurisdiction in the state in which I am
(or  was  last)  employed by the Company. Each party shall pay for its own costs
and attorneys' fees, if any. However, if any party prevails on a statutory claim
which  affords  the prevailing party attorneys' fees and costs, or if there is a
written agreement providing for attorneys' fees and/or costs, the Arbitrator may
award  reasonable attorneys' fees and/or costs to the prevailing party, applying
the same standards a court would apply under the law applicable to the claim(s).

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

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

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

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


<PAGE>
Requirements for Modification or Revocation
-------------------------------------------

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

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

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

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

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

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

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

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

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

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

                                                              Employee initials:

                                                                      ----------

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


<PAGE>
Dan Osborne:                      Charys Holding Company Inc.


/s/ Dan Osborne                   /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Dan Osborne                       CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


06-06-06                          6-12-06
-------------------------         ----------------------------------------------
Date:                             Date:


<PAGE>
Dan Osborne:                      Charys Holding Company Inc.


                                  /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date:                             Date:


<PAGE>
                                   APPENDIX A

                             DUTIES AND PRIORITIES:
                             ----------------------

POSITION:                Co-President and Chief Financial Officer

RESPONSIBILITY:

               [ ]  Development  of subsidiary annual operating plan objectives.

               [ ]  Achievement  of  annual  objectives agreed to by Corporation

               [ ]  Development  of  Telecommunications  Infrastructure  Market

                         -    Sales  opportunity  development

                         -    Customer  relationship  management

                         -    Company  acquisition  opportunity  identification

                         -    New  market  business  development

               [ ]  Management  of  Telecommunication  Infrastructure Businesses

                         -    Financial,  Employee,  and  other  management
                              decisions  necessary  to  ensure profitability and
                              achievement  of  objectives


STARTING:                Effective  Date  of  purchase of Digital Communications
                         Services Inc.

REPORTS TO:              Chief  Executive  Officer  -  Charys  Technologies Inc.

LOCATION:                As  Mutually  Agreed

COMPENSATION:            Annual  Salary: See EXHIBIT 1, attached hereto and made
                         a  part  hereof


<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT 1
                                    ---------


                            BASE SALARY COMPENSATION
                            ------------------------

                   Initial   $750,000     $1M      $1.5M      $2M
<S>                <C>       <C>       <C>       <C>       <C>
Billy Caudill      $120,000  $145,000  $165,000  $200,000  $225,000

Daniel L. Osborne  $ 96,000  $110,000  $125,000  $160,000  $185,000
<FN>

     1.  Base  salary  levels based upon achieving revenues at the stated levels
for  3  months  of  any  5 month period, together with achieving a net operating
profit.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                      EXHIBIT D
<S>        <C>
EARN OUT:  Following are the performance targets including sale revenue, net income
           and EBITDA for the Company for the approximate 3 years following the
           date of Acquisition.  If targets are achieved then,  for each year, a
           percentage of net income, as illustrated, will be paid as Bonus
           Compensation within 90 days following the end of each fiscal year. Of
           such Bonus Compensation, the respective Sellers may elect, in their sole
           discretion, to receive up to 50% of the Bonus Compensation in cash. The
           balance of the Bonus Compensation may be paid in cash or stock, at the
           discretion of Charys, with acceptance by Executive. In the event Charys
           elects to pay the Bonus Compensation in stock, the number of shares to be
           issued to the Executive shall be computed based on a share price equal to
           the Closing Price of the Buyers' stock ads of the date of this Agreement.
           However, in the event that the Company incurs a net operating loss during
           any annual period such share price shall change to the then current market
           price of the Buyers' stock for all remaining earn out payments.
</TABLE>

<TABLE>
<CAPTION>
EARN OUT
CALCULATION
                                     FULL YEAR 1   FULL YEAR 2   FULL YEAR 3
                                     ------------  ------------  ------------
<S>                       <C>  <C>   <C>           <C>           <C>
Revenue Projection          -        $ 18,000,000  $ 30,000,000  $ 45,000,000

EBITDA Projection           -   10%     1,800,000  $  3,000,000  $  4,500,000

Net Earnings Projection     -    6%     1,080,000  $  1,800,000  $  2,700,000


EARN-OUT GOAL               -        $    540,000  $    900,000  $  1,350,000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>          <C>          <C>
TOTAL EARN-OUT GOAL                                    $ 1,560,000

ACTUAL RESULTS ILLUSTRATION

Revenues                     $11,000,000  $18,000,000  $22,000,000

EBITDA                       $ 1,000,000  $ 1,900,000  $ 2,200,000

Net Earnings                 $   300,000  $ 1,100,000  $ 1,400,000
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF GOAL MET
<S>                     <C>      <C>      <C>
Revenues                110.00%  100.00%  91.67%

EBITDA                  100.00%  105.56%  91.67%

Net Earnings             50.00%  101.85%  97.22%
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
CALCULATION FACTOR
<S>                            <C>  <C>        <C>        <C>
Revenues                       10%     11.00%     10.00%      9.17%

EBITDA                         60%     60.00%     63.33%     55.00%

Net Earnings                   30%     15.00%     30.56%     29.17%

Calculation Factor (i)                 86.00%    103.89%     93.33%

                                    $258,000   $561,000   $672,000
Earn-out - Cash/Stock Payout

TOTAL EARN-OUT ACHIEVED                                             $1,491,0
</TABLE>


NOTES
-----

     (i)  Such calculation  factor  shall  not  exceed  110%  for  any  given
          period.  However,  any Earn Out amounts not utilized during any annual
          period  due  to  the 110% cap on the calculation factor may be carried
          forward  to  benefit  any  remaining  earn  out  periods.

     (ii) Management  fees  shall  be  limited  to  those  expenses  incurred by
          Buyer  directly  for  the benefit of the Company. Any allocated income
          taxes shall be based upon Buyer's actual effective income tax rate for
          each  respective  annual  period.

     (iii) Sellers  shall  have  the  right  to receive additional compensation,
          under  a  plan to be mutually agreed to, for acquisitions completed by
          the  Buyer  resulting  from  the  direct  efforts  of  the  Sellers.


<PAGE>
<TABLE>
<CAPTION>
EARN OUT ILLUSTRATION
                                   FULL YEAR 1   FULL YEAR 2   FULL YEAR 3
                                   ------------  ------------  ------------
<S>                      <C>  <C>  <C>           <C>           <C>
Revenue Projection         -       $ 10,000,000  $ 18,000,000  $ 24,000,000

EBITDA Projection          -  10%  $  1,000,000  $  1,800,000  $  2,400,000

Net Earnings Projection    -   6%  $    600,000  $  1,080,000  $  1,440,000


EARN-OUT GOAL                      $    300,000  $    540,000  $    720,000
</TABLE>


<PAGE>
                                    EXHIBIT E

                               OPINION OF COUNSEL


<PAGE>
                                    EXHIBIT F

                              FINANCIAL STATEMENTS


<PAGE>
                                    EXHIBIT G

                        STATEMENT OF MATERIAL LIABILITIES

Pending litigation with Cross Country Cable

Pending Inland Marine Insurance Settlement with CNA with regard to Equipment,
lost in connection with Hurricane Katrina


<PAGE>
                                    EXHIBIT H

                         STATEMENT OF MATERIAL CONTRACTS


<PAGE>
                                  SCHEDULE 4.2

                  LIST OF CURRENT STOCKHOLDERS OF THE COMPANY

Billy B. Caudill     80%

Daniel L. Osborne    20%


<PAGE>
                                  SCHEDULE 4.10

                          TITLE TO PROPERTY AND ASSETS


<PAGE>
                                  SCHEDULE 8.2

                            PROCEEDING OR LITIGATION

Cross Country Cable litigation, with Plaintiff claiming approximately $638,000,
of which the Company has accrued a reserve for settlement the amount of $510,000
as of March 31, 2006.


<PAGE>
                                   Schedule 2
                                   ----------

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Discovery
---------

          Each  party  shall have the right to take depositions of up to 10 fact
witnesses  and  any  expert witness designated by another party. Each party also
shall  have


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

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

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

Subpoenas
---------

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

                                                              Employee initials:

                                                                      ----------

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


Billy  B.  Caudill:               Charys  Holding  Company  Inc.


/s/ Billy B. Caudill              /s/Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Billy B Caudill                   CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


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

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

                                                              Employee initials:

                                                                      ----------

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


Billy B Caudill:                  Charys Holding Company Inc.


                                  /s/Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


<PAGE>
                                   APPENDIX A

                             DUTIES AND PRIORITIES:
                             ----------------------


POSITION:                President and Chief Financial Officer


RESPONSIBILITY:

               []   Development of subsidiary annual operating plan objectives.

               []   Achievement of annual objectives agreed to by Corporation

               []   Development of TelecommunicationsInfrastructure Market

                         -    Sales opportunity development

                         -    Customer relationship management

                         -    Company acquisition opportunity identification
                              identification

                         -    New market  business  development

               []   Management of Telecommunication Infrastructure Businesses

                         -    Financial, Employee, and other management
                              decisions necessary to ensure profitability and
                              achievement of objectives


STARTING:                Effective Date of purchase of Digital Communications
                         Services Inc.

REPORTS TO:              Chief Executive Officer - Charys Technologies Inc.


<PAGE>
LOCATION:                As Mutually Agreed

COMPENSATION:            Annual Salary: See EXHIBIT 1, attached hereto and made
                         a part hereof


<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT 1
                                    ---------

                            BASE SALARY COMPENSATION
                            ------------------------

                   Initial   $750,000  $1 M     $1.5M      $2M
<S>                <C>       <C>       <C>       <C>       <C>
Billy Caudill      $120,000  $145,000  $165,000  $200,000  $225,000

Daniel L. Osborne  $ 96,000  $110,000  $125,000  $160,000  $185,000
<FN>

     1. Base salary levels based upon achieving revenues at the stated levels
for 3 months of any 5 month period, together with achieving a net operating
profit.
</TABLE>


<PAGE>
                                    EXHIBIT C
                                    ---------

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

I,  DAN  OSBORNE,  an  individual  ("Executive")  residing  in  West Palm Beach,
Florida,  agree  to  the  terms  and  conditions  of  employment  with  DIGITAL
COMMUNICATIONS  SERVICES,  INC.  a  Kentucky  corporation  located  at 96 NE 5th
Avenue,  Delray  Beach,  Florida 33483 ("Company"), set forth in this Employment
Agreement  ("Agreement").

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

          2.     NATURE  OF  DUTIES.  I  shall  be  the  Co-President  and Chief
Financial  Officer  of  the Digital Communications Services subsidiary of Charys
Holding  Company.  As  such,  I  shall  have  the  responsibilities set forth in
APPENDIX  A.   I agree that the Company may alter my duties from time to time if
such  duties  are  consistent with that of the position held by the Executive. I
shall  devote  substantially, all my business time and effort to the performance
of  my  duties for the Company, which I shall perform faithfully and to the best
of  my  ability.  I  shall  be subject to the Company's policies, procedures and
approval practices, as generally in effect from time to time.    Notwithstanding
the foregoing or any other provision of this Agreement, it shall not be a breach
or  violation  of  this  Agreement  for me to (i) serve on corporate (subject to
approval  of  the Board), civic or charitable boards or committees, (ii) deliver
lectures,  fulfill  speaking  engagements  or teach at educational institutions,
(iii)  manage  personal investments, including my interest in Daniel L. Osborne,
PA,  and  Mizner Title and Trust, Inc., or other businesses in which I currently
have  a  financial  interest,  so  long  as such activities do not significantly
interfere  with  or  significantly  detract  from  the  performance  of  my
responsibilities  to  the  Company  in  accordance  with  this  agreement.


<PAGE>
          3.     PLACE  OF PERFORMANCE. I shall be based at the Company's office
in  Tampa, FL, except for required travel on the Company's business and stays at
my  primary  residence  in  West  Palm  Beach,  Florida.

          4.     COMPENSATION  AND  RELATED  MATTERS.

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

               (b)     DISCRETIONARY  BONUSES  AND  STOCK OPTIONS. Following the
Earn  out  period  described in EXHIBIT C of the Digital Communications Services
Stock  Purchase  agreement,  I shall be eligible for bonuses and other incentive
compensation under bonus and incentive compensation plans generally available to
other  similarly  situated  Company  executives.

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

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

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

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

          5.     TERMINATION.

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

<TABLE>
<CAPTION>
<S>          <C>
----------------------------------------------------------------------------------

DISCHARGE    Payment or provision when due of (1) any unpaid base salary,
FOR CAUSE    expense reimbursements, and vacation days accrued prior to
             termination of employment, and (2) other unpaid vested amounts or
             benefits under Company compensation, incentive, and benefit plans,
             including any Earn Out compensation computed up to the date of
             termination of employment.

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

DISABILITY   Same as for "Discharge for Cause" EXCEPT that I also shall be
             potentially eligible for disability benefits under any Company-
             provided disability plan in which I then participate.

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

DISCHARGE    Same as for "Discharge for Cause" EXCEPT that, in exchange for
OTHER        my execution of a release in accordance with this section, my Base
THAN         Salary, but not my employment, shall continue through for one (1)
FOR CAUSE    year regardless of the remaining term of this Agreement.
OR
DISABILITY

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

RESIGNATION  Same as for "Discharge for Cause."

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

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

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

EXPIRATION   Same as for "Discharge for Cause."
OF
AGREEMENT

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


<PAGE>
----------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------
</TABLE>

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

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

                    (ii)     my failure to comply with Company policies;

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

          (ii) my becoming  insolvent  or  filing  for  bankruptcy;

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

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

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

               (d)     DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY. The Company
may  terminate  my  employment  at  any time for any reason, and without advance


<PAGE>
notice.  If  I  am  terminated by the Company other than for Cause under Section
5(b)  or  for  Disability  under  Section  5(c), I will only receive the special
benefits  provided  for  a  non-Cause  discharge under Section 5 (a) if I sign a
general  release  form  furnished  to  me  by the Company (which may include any
provision  customary  in  formal  settlement  agreements  and  general releases,
including  such  things as my release of the Company and all conceivably related
persons  or  entities  ("affiliates")  from  all  known  and  unknown claims, my
covenant  never  in  the  future to pursue any released claim, my promise not to
solicit  current  or  former  customers, employees, suppliers or, to the fullest
extent  lawful,  engage  in business activities that compete with the Company or
any  affiliate,  or  disclose  or  use  any of their proprietary or trade secret
information) within 60 days after my employment ends (or within 60 days after an
arbitrator  determines that I am entitled to such payments if I sign the general
release)  and  I  do not thereafter properly revoke the release. I may resign my
employment  within 60 days after a Change of Control in which event I shall only
receive  the special benefits provided for a Non-Cause Discharge Due to a Change
of  Control  under  Section  5(a).

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

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

               (g)     TRANSFERS TO GROUP MEMBER. My transfer to a subsidiary of
the  Company ["Group Member"] shall not be deemed a termination of my employment
under  this  Agreement  if  it assumes this Agreement. However, not withstanding
anything  contained  to  the  contrary  in  this Agreement or the Stock Purchase
Agreement,  when  the  Company  achieves  revenues  greater  than  or  equal  to
$1,000,000  for three months of any five month period, together with achieving a
net  operating  profit,  the Company shall be transferred to or made a part of a
separate division or group for Telecommunications Services and the Executive, at
that time shall assume the duties of President of that Division reporting to the
CEO  of  Charys  Holding  Company,  Inc.

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


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

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

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

          18.     "TRADE  SECRETS"  are  defined  as  information, regardless of
form,  belonging  to  the  Company,  licensed  by  it,  or  disclosed to it on a
confidential  basis  by  its  customers,  suppliers,  or  other  third  parties,
including,  but  not  limited  to,  technical  or  nontechnical  data, formulae,
patterns,  compilations,  programs,  devices,  methods,  techniques,  drawings,
processes,  financial  data,  product  plans,  or  lists  of actual or potential
customers  or  suppliers  which  are  not  commonly known by or available to the
public  and  which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means  by,  other  persons  who can obtain economic value from its disclosure or
use;  and  (ii)  is  the  subject  of  efforts  that  are  reasonable  under the
circumstances  to  maintain  its  secrecy.

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


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

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

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

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

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

          25.     INTELLECTUAL PROPERTY.   Intellectual property (including such
things  as all ideas, concepts, inventions, plans, developments, software, data,
configurations,  materials  (whether  written  or  machine-readable),  designs,
drawings,  illustrations,  and photographs, that may be protectable, in whole or
in  part,  under  any  patent,  copyright,


<PAGE>
trademark,  trade  secret,  or  other  intellectual  property  law),  developed,
created,  conceived,  made,  or reduced to practice during my Company employment
(except  intellectual  property  that  has no relation to the Group or any Group
customer  that  I developed, etc., purely on my own time and at my own expense),
shall be the sole and exclusive property of the Company, and I hereby assign all
my rights, title, and interest in any such intellectual property to the Company.

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

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

          17.     NOTICE.

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

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

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

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


<PAGE>
          19.     GOLDEN  PARACHUTE  LIMITATION.  I  agree  that my payments and
benefits under this Agreement and all other contracts, arrangements, or programs
shall  not,  in  the aggregate, exceed the maximum amount that may be paid to me
without  triggering  golden  parachute  penalties under Section 280G and related
provisions  of  the  Internal  Revenue  Code, as determined in good faith by the
Company's  independent  auditors.  If  any  benefits  must  be cut back to avoid
triggering  such  penalties, my benefits shall be cut back in the priority order
designated  by  the  Company.  If  an amount in excess of the limit set forth in
this  section  is paid to me, I will repay the excess amount to the Company upon
demand,  with  interest  at  the  rate  provided  for  in  Internal Revenue Code
Section  1274(b)(2)(B).  The Company and I agree to cooperate with each other in
connection  with  any  administrative  or  judicial  proceedings  concerning the
existence  or  amount  of golden parachute penalties with respect to payments or
benefits  I  receive.

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

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

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

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

          24.     VALIDITY.  The invalidity or unenforceability of any provision
of  this  Agreement shall not affect the validity or enforceability of any other
provision  of  this Agreement, which shall remain in full force and effect.   In
the  event  that a court of competent jurisdiction determines that any provision
of  this  Agreement  is  invalid  or  more


<PAGE>
restrictive  than  permitted  under the governing law of such jurisdiction, then
only  as to enforcement of this Agreement within the jurisdiction of such court,
such  provision  shall  be  interpreted  and  enforced as if it provided for the
maximum  restriction  permitted  under  such  governing  law.

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

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

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

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


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

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


By:                               Charys  Holding  Company  Inc.
   ----------------------

Name:  /s/Dan Osborne             By:  /s/ Billy V. Ray Jr.
     --------------------            -------------------------------------------
                                  Name:  Billy V. Ray Jr.
                                       -----------------------------------------
                                  Title:  CEO
                                        ----------------------------------------

Date:  06-06-06                   Date:  6-12-06
     --------------------              -----------------------------------------


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

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


By:                               Charys  Holding  Company  Inc.
   ----------------------

Name:                             By:  /s/  Billy  V.  Ray  Jr.
     --------------------            -------------------------------------------
                                  Name:  Billy  V.  Ray  Jr.
                                       -----------------------------------------
                                  Title:  CEO
                                        ----------------------------------------

Date:                             Date:  6-12-06
     --------------------              -----------------------------------------


<PAGE>
                                   Schedule 1
                                   ----------

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

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

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

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

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


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


Employee:                         Charys Holding Company Inc.


/s/ Dan Osborne                   /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Dan Osborne                       Billy V. Ray Jr.  CEO
                                  ----------------------------------------------
Print Name of Employee            Title of Representative


06-06-06                          6-12-06
-------------------------         ----------------------------------------------
Date                              Date


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

Employee:                         Charys Holding Company Inc.


                                  /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
                                  ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date                              Date


<PAGE>
                                   Schedule 2
                                   ----------

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

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

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

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

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

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

          Except as otherwise provided in this Agreement, both the Company and I
agree  that  neither  of  us  shall  initiate  or  prosecute  any  lawsuit  or
administrative  action (other than an administrative charge of discrimination to
the  Equal  Employment  Opportunity  Commission,  California  Department of Fair
Employment  and  Housing  or  similar  fair  employment  practices agency, or an
administrative  charge  within  the jurisdiction of the National Labor Relations
Board),  in  any  way  related  to  any  claim  covered  by  this  Agreement.

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


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

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

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

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

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

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

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

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

Discovery
---------

          Each  party  shall have the right to take depositions of up to 10 fact
witnesses  and  any  expert witness designated by another party. Each party also
shall  have  the right to make requests for production of documents to any party
and  to subpoena documents from third parties. Requests for additional discovery
may  be  made  to  the  Arbitrator  selected  pursuant  to  this  Agreement. The
Arbitrator  may  grant  an  order for such requested additional discovery if the
Arbitrator  finds  that  the  party requires it to adequately arbitrate a claim,
taking  into  account  the parties' mutual desire to have a fast, cost-effective
dispute  resolution  mechanism.


<PAGE>
Designation of Witnesses
------------------------

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

Subpoenas
---------

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

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

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

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

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

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

          The Arbitrator shall have jurisdiction to hear and rule on pre-hearing
disputes  and  is  authorized to hold pre-hearing conferences by telephone or in
person,  as  the  Arbitrator  deems


<PAGE>
advisable.  The  Arbitrator  shall  have  the authority to entertain a motion to
dismiss  and/or  a  motion for summary judgment by any party and shall apply the
standards  governing  such  motions  under the Federal Rules of Civil Procedure.

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

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

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

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

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

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

          The Company will be responsible for paying any filing fee and the fees
and  costs  of  the  Arbitrator;  provided,  however,  that  if  I  am the party
initiating  the  claim,  I  will contribute an amount equal to the filing fee to
initiate a claim in the court of general jurisdiction in the state in which I am
(or  was  last)  employed by the Company. Each party shall pay for its own costs
and attorneys' fees, if any. However, if any party prevails on a statutory claim
which  affords  the prevailing party attorneys' fees and costs, or if there is a
written agreement providing for attorneys' fees and/or costs, the Arbitrator may
award  reasonable attorneys' fees and/or costs to the prevailing party, applying
the same standards a court would apply under the law applicable to the claim(s).

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

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

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

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


<PAGE>
Requirements for Modification or Revocation
-------------------------------------------

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

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

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

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

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

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

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

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

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

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

                                                              Employee initials:

                                                                      ----------

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


<PAGE>
Dan Osborne:                      Charys Holding Company Inc.


/s/ Dan Osborne                   /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


Dan Osborne                       CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


06-06-06                          6-12-06
-------------------------         ----------------------------------------------
Date:                             Date:


<PAGE>
Dan Osborne:                      Charys Holding Company Inc.


                                  /s/ Billy V. Ray Jr.
-------------------------         ----------------------------------------------
Signature of Employee             Signature of Authorized Company Representative


                                  CEO
-------------------------         ----------------------------------------------
Print Name of Employee            Title of Representative


                                  6-12-06
-------------------------         ----------------------------------------------
Date:                             Date:


<PAGE>
                                   APPENDIX A

                             DUTIES AND PRIORITIES:
                             ----------------------

POSITION:                Co-President and Chief Financial Officer

RESPONSIBILITY:

               []   Development of subsidiary annual operating plan objectives.

               []   Achievement of annual objectives agreed to by Corporation

               []   Development of Telecommunications Infrastructure Market

                         -    Sales opportunity development

                         -    Customer relationship management


                         -    Company acquisition opportunity
                              identification

                         -    New market business development

               []   Management of Telecommunication Infrastructure Businesses

                         -    Financial,  Employee,  and  other  management
                              decisions  necessary  to  ensure profitability and
                              achievement  of  objectives


STARTING:                Effective Date of purchase of Digital Communications
                         Services Inc.

REPORTS TO:              Chief Executive Officer - Charys Technologies Inc.

LOCATION:                As Mutually Agreed

COMPENSATION:            Annual Salary: See EXHIBIT 1, attached hereto and made
                         a part hereof


<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT 1
                                    ---------


                            BASE SALARY COMPENSATION
                            ------------------------

                   Initial   $750,000  $1 M      $1.5M     $2M
<S>                <C>       <C>       <C>       <C>       <C>
Billy Caudill      $120,000  $145,000  $165,000  $200,000  $225,000

Daniel L. Osborne  $ 96,000  $110,000  $125,000  $160,000  $185,000
<FN>

     1. Base salary levels based upon achieving revenues at the stated levels
for 3 months of any 5 month period, together with achieving a net operating
profit.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                      EXHIBIT D
<S>        <C>
Earn out:  Following are the performance targets including sale revenue, net income
           and EBITDA for the Company for the approximate 3 years following the
           date of Acquisition.  If targets are achieved then,  for each year, a
           percentage of net income, as illustrated, will be paid as Bonus
           Compensation within 90 days following the end of each fiscal year. Of
           such Bonus Compensation, the respective Sellers may elect, in their sole
           discretion, to receive up to 50% of the Bonus Compensation in cash. The
           balance of the Bonus Compensation may be paid in cash or stock, at the
           discretion of Charys, with acceptance by Executive. In the event Charys
           elects to pay the Bonus Compensation in stock, the number of shares to be
           issued to the Executive shall be computed based on a share price equal to
           the Closing Price of the Buyers' stock ads of the date of this Agreement.
           However, in the event that the Company incurs a net operating loss during
           any annual period such share price shall change to the then current market
           price of the Buyers' stock for all remaining earn out payments.
</TABLE>

<TABLE>
<CAPTION>
Earn Out
Calculation
                                     FULL YEAR 1   FULL YEAR 2   FULL YEAR 3
                                     ------------  ------------  ------------
<S>                       <C>  <C>   <C>           <C>           <C>
Revenue Projection          -        $ 18,000,000  $ 30,000,000  $ 45,000,000

EBITDA Projection           -  $10%     1,800,000  $  3,000,000  $  4,500,000

Net Earnings Projection     -  $ 6%     1,080,000  $  1,800,000  $  2,700,000


Earn-out Goal               -        $    540,000  $    900,000  $  1,350,000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                          <C>          <C>          <C>
Total Earn-out Goal                                    $ 1,560,000

Actual Results Illustration

Revenues                     $11,000,000  $18,000,000  $22,000,000

EBITDA                       $ 1,000,000  $ 1,900,000  $ 2,200,000

Net Earnings                 $   300,000  $ 1,100,000  $ 1,400,000

</TABLE>

<TABLE>
<CAPTION>
Percentage of Goal Met
<S>                     <C>      <C>      <C>
Revenues                110.00%  100.00%  91.67%

EBITDA                  100.00%  105.56%  91.67%

Net Earnings             50.00%  101.85%  97.22%
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Calculation Factor
<S>                            <C>  <C>        <C>        <C>
Revenues                       10%     11.00%     10.00%      9.17%

EBITDA                         60%     60.00%     63.33%     55.00%

Net Earnings                   30%     15.00%     30.56%     29.17%

Calculation Factor (i)                 86.00%    103.89%     93.33%

                                    $258,000   $561,000   $672,000
Earn-out - Cash/Stock Payout

Total Earn-out Achieved                                             $1,491,0
</TABLE>


NOTES
-----

     (i)  Such calculation  factor  shall  not  exceed  110%  for  any  given
          period.  However,  any Earn Out amounts not utilized during any annual
          period  due  to  the 110% cap on the calculation factor may be carried
          forward  to  benefit  any  remaining  earn  out  periods.

     (ii) Management  fees  shall  be  limited  to  those  expenses  incurred by
          Buyer  directly  for  the benefit of the Company. Any allocated income
          taxes shall be based upon Buyer's actual effective income tax rate for
          each  respective  annual  period.

     (iii) Sellers  shall  have  the  right  to receive additional compensation,
          under  a  plan to be mutually agreed to, for acquisitions completed by
          the  Buyer  resulting  from  the  direct  efforts  of  the  Sellers.


<PAGE>
<TABLE>
<CAPTION>
Earn Out Illustration
                                   FULL YEAR 1   FULL YEAR 2   FULL YEAR 3
                                   ------------  ------------  ------------
<S>                      <C>  <C>  <C>           <C>           <C>
Revenue Projection         -       $ 10,000,000  $ 18,000,000  $ 24,000,000

EBITDA Projection          -  10%  $  1,000,000  $  1,800,000  $  2,400,000

Net Earnings Projection    -   6%  $    600,000  $  1,080,000  $  1,440,000


Earn-out Goal                      $    300,000  $    540,000  $    720,000
</TABLE>


<PAGE>
                                    EXHIBIT E

                               OPINION OF COUNSEL


<PAGE>
                                    EXHIBIT F

                              FINANCIAL STATEMENTS


<PAGE>
                                    EXHIBIT G

                        STATEMENT OF MATERIAL LIABILITIES

Pending litigation with Cross Country Cable

Pending Inland Marine Insurance Settlement with CNA with regard to Equipment,
lost in connection with Hurricane Katrina


<PAGE>
                                    EXHIBIT H

                         STATEMENT OF MATERIAL CONTRACTS


<PAGE>
            SCHEDULE 4.2 LIST OF CURRENT STOCKHOLDERS OF THE COMPANY

Billy B. Caudill   80%

Daniel L. Osborne  20%


<PAGE>
                                  SCHEDULE 4.10

                          TITLE TO PROPERTY AND ASSETS


<PAGE>
SCHEDULE 8.2

                            PROCEEDING OR LITIGATION

Cross Country Cable litigation, with Plaintiff claiming approximately $638,000,
of which the Company has accrued a reserve for settlement the amount of $510,000
as of March 31, 2006.