**FIRST
        AMENDMENT TO LEASE AGREEMENT**





THIS
        **FIRST AMENDMENT TO LEASE AGREEMENT**{this "Amendment") is made
        as of this 30thday of
        August, 2006 (the "Date of Amendment") by and between
**CRP HOLDINGS V, L.P.,**a Delaware limited partnership
        ("Landlord"), and **CHARYS HOLDING COMPANY**, a Delaware
        corporation ("Tenant").





**RECITALS**





**WHEREAS,**Landlord and Tenant are the lessor and the lessee, respectively,
        under
        the Existing Lease, pursuant to which Landlord demises to Tenant, and Tenant
        leases from Landlord, the Existing Premises in that certain building known
        as
        1117 Perimeter Center West in Atlanta, Fulton County, Georgia;
        and





**WHEREAS,**Landlord and Tenant wish to enter into this Amendment to provide
        for
        the leasing of certain additional space in the Building by Tenant, to extend
        the
        term of the Existing Lease, and to modify certain of the other terms and
        conditions of the Existing Lease, all as more particularly set forth
        herein.





**AGREEMENTS**





**NOW,
        THEREFORE, WITNESSETH,**that for and in consideration of the mutual
        covenants and agreements herein contained and for other good and valuable
        considerations, the receipt and sufficiency of which are hereby acknowledged,
        Landlord and Tenant hereby agree as follows:





**Section
                  1.**
              **Definitions.**





The
        following defined terms, when and as used in this Amendment, shall have the
        meanings herein ascribed to them. To the extent a defined term is used in
        this
        Amendment which is not defined in this Amendment, it shall have the meaning
        in
        this Amendment which is ascribed to such defined term in the Existing Lease,
        to
        the extent that a meaning for such defined term is set forth in the Existing
        Lease.





(a)           "Additional
        Premises" means all of that space on the fourth (4th) floor
        of the
        Building adjoining the Existing Premises, as more particularly described
        in
Exhibit A attached to and hereby made a part of this Amendment, known as
        "Suite W-401" and consisting of approximately 4,463 rentable square feet
        of
        space.





(b)           "Additional
        Premises Occupancy Date" means that date which is the first (1st) business
        day
        after the date as of which Landlord, in its sole and absolute discretion,
        shall
        deem the Tenant Improvements (as defined in Section 7 of this Amendment)
        to be
        Substantially Complete (as defined in Section 7 of this Amendment). As of
        the
        Date of Amendment, Landlord anticipates that the Additional Premises Occupancy
        Date shall occur on November 1, 2006.





(c)           "Additional
        Premises Occupancy Period" means that period of time commencing on the
        Additional Premises Occupancy Date and ending on October 31,
        2011.





(d)           "Building"
        means that certain building known as 1117 Perimeter Center West in Atlanta,
        Fulton County, Georgia.





(e)           "Existing
        Lease" means that certain Lease Agreement dated March 31, 2004 between Original
        Landlord, as the lessor, and Original Tenant, as the lessee, with respect
        to the
        Existing Premises, together with all addenda, exhibits, riders and supplements
        thereto and all amendments and modifications thereof (if any) made prior
        to the
        Date of Amendment. All of the right, title and interest of Original Landlord,
        as
        the lessor under and with respect to the Existing Lease, was assigned and
        conveyed by Original Landlord to Landlord prior to the Date of Amendment.
        All of
        the right, title and interest of Original Tenant, as the lessee under and
        with
        respect to the Existing Lease, was assigned and conveyed by Original Tenant
        to
        Tenant prior to the Date of Amendment.





(f)           "Existing
        Premises" means all of that space on the fourth (4th) floor of the Building
        adjoining the Additional Premises leased by Landlord to Tenant pursuant to
        the
        Existing Lease, as more particularly described in**Exhibit A
        of the Existing Lease, known as "Suite N-415" and consisting of approximately
        3,318 rentable square feet of space.


1


(g)           "Expanded
        Premises" means, collectively, the Existing Premises and the Additional
        Premises. The
        Expanded Premises consists, collectively, of approximately 7,781 rentable
        square
        feet of space.





(h)           "Lease"
        means the Existing Lease, as amended by this Amendment.





(i)           "Original
        Landlord" means Pericen Limited Partnership, a Delaware limited
        partnership.





(j)           "Original
        Tenant" means Barrow Group, LLC, a Georgia limited liability
        company.





**Section
                  2.**
              **Extension
                  of Original Term of Existing
                  Lease.**





The
        original Term (as expiring on March 31, 2009) is hereby extended through
        11:59
        p.m., local time, on October 31, 2011. That portion of the original Term,
        as so
        further extended, commencing on April 1, 2009 and ending on October 31, 2011
        is
        hereinafter sometimes called the "Extended Term." That portion of the original
        Term occurring prior to April 1, 2009 is hereinafter sometimes referred to
        as
        the "Initial Term." From and after the Date of Amendment, the Term shall
        be
        deemed to be comprised of the Initial Term and the Extended Term, together
        with
        all renewals or extensions thereof becoming effective subsequent to the Date
        of
        Amendment pursuant to any amendments to the Lease made subsequent to the
        Date of
        Amendment between Landlord and Tenant.





**Section
                  3.**
              **Leasing
                  of Additional
                  Premises.**





Commencing
        on the Additional Premises Occupancy Date, Landlord shall lease the Additional
        Premises to Tenant, and Tenant shall rent the Additional Premises from Landlord,
        all in accordance with the terms and conditions of the Lease. From and after
        the
        Additional Premises Occupancy Date, the defined term "Premises", as such
        defined
        term is defined and used in the Lease, shall for all intents and purposes
        mean
        and refer to the Expanded Premises. For all intents and purposes of the Lease,
        as the context shall require, the defined term "Premises", as such defined
        term
        is defined and used in the Lease with respect to all portions of the Term
        occurring prior to the Additional Premises Occupancy Date, shall refer only
        to
        the Existing Premises.





**Section
                  4.**
              **Annual
                  Basic Rent Payable for
                  Additional Premises with respect to Portion ofAdditional
                  Premises Occupancy
                  Period Occurring Prior to Extended Term.**





(a)           Tenant
        shall pay annual Basic Rent to
        Landlord for the Additional Premises with respect to thatportion of the Additional
        Premises
        Occupancy Period occurring prior to the Extended Term as
        follows:





**Period
                  of Time During**
              **Additional
                  Premises**
              **Occupancy
                  Period**
            **Annual
                  Basic Rent**
            **Annual
                  Basic Rent Per Rentable Square Foot**
            **Monthly
                  Installments of Annual Basic Rent**Additional
                  Premises Occupancy Date to March 31, 2007
            $87,028.50
            $19.50
            $7,252.38April
                  1, 2007 to March 31, 2008
            $89,639.36
            $20.09
            $7,469.95April
                  1, 2008 to March 31, 2009
            $92,328.54
            $20.69
            $7,694.05





(b)           The
        monthly installments of annual
        Basic Rent required to be paid by Tenant to Landlord for theAdditional Premises
        with respect to
        that portion of the Additional Premises Occupancy Period occurring prior
        to the
        Extended Term described in Section 4(a) of this Amendment shall be payable
        by
        Tenant to Landlord in addition to all of the installments of annual Basic
        Rent
        required to be paid by Tenant to Landlord (i) with respect to the Existing
        Premises pursuant to the Existing Lease and(ii)with respect to the Expanded Premises
        pursuant to Section 5 of this Amendment.


2


**Section
                  5.**
              **Annual
                  Basic Rent Payable for Expanded Premises with respect to Extended
                  Term.**





(a)           Tenant
        shall pay annual Basic Rent to
        Landlord for the Expanded Premises with respect to theExtended Term as
        follows:





**Period
                  of Time During Extended Term**
            **Annual
                  Basic Rent**
            **Annual
                  Basic Rent Per Rentable Square Foot**
            **Monthly**
              **Installments
                  of**
              **Annual
                  Basic Rent**April
                  1, 2009 to March 31, 2010
            $165,813.11
            $21.31
            $13,817.76April
                  1, 2010 to March 31, 2011
            $170,787.50
            $21.95
            $14,232.91April
                  1, 2011 to October 31, 2011
            $175,911.12
            $22.61
            $14,659.26





(b)           The
        monthly installments of annual
        Basic Rent required to be paid by Tenant to Landlord for theExpanded Premises
        with respect to the
        Extended Term described in Section 5(a) of this Amendment shall be payable
        by
        Tenant to Landlord in addition to all of the monthly installments of annual
        Basic Rent required to be paid by Tenant to Landlord with respect to(i)the Existing Premises pursuant to the
        Existing Lease and (ii) Section 4 of this Amendment for the Additional Premises
        with respect to that portion of the Additional Premises Occupancy Period
        occurring prior to the Extended Term.





**Section
                  6.**
              **Additional
                  Rent.**





(a)           For
        purposes of this Amendment, effective as of the Additional Premises Occupancy
        Date, "Tenant's Proportionate Share" (as such defined term is defined in
        the
        Existing Lease) shall be increased to be 1.99%. Notwithstanding the foregoing,
        for and with respect to all periods of time during the Term prior to the
        Additional Premises Occupancy Date, Tenant's Proportionate Share shall continue
        to have the meaning and value assigned to such defined term in the Existing
        Lease.





(b)           Subject
        to the foregoing terms and conditions of Section 6 of this Amendment, all
        of the
        terms and conditions of the Existing Lease governing the payment of Additional
        Rent by Tenant to Landlord for the Existing Premises with respect to the
        Initial
        Term shall continue to be applicable to (i) the leasing of the Additional
        Premises by Landlord to Tenant with respect to that portion of the Additional
        Premises Occupancy Period occurring prior to the Extended Term and (ii) the
        leasing of the Expanded Premises by Landlord to Tenant with respect to the
        Extended Term.





**Section
                  7.**
              **Tenant
                  Improvements.**





(a)           For
        purposes of this Amendment, "Tenant Improvements" means, collectively, the
        alterations and improvements to the Expanded Premises to be constructed and/or
        installed by Landlord in accordance with the terms and conditions of Section
        7
        of this Amendment, as more particularly described in Exhibit B attached
        to and hereby made a part of this Amendment.





(b)           Landlord
        shall use commercially reasonable efforts to Substantially Complete (herein
        defined) the Tenant Improvements not later than October 31, 2006. For purposes
        of this Amendment, the Tenant Improvements shall be deemed to be "Substantially
        Complete" as of the date on which Landlord shall certify in writing to Tenant
        that: (i) The Tenant Improvements have been substantially completed in all
        material respects and in substantial accordance with the approved plans and
        specifications therefor (if any); and (ii) To the extent deemed necessary
        by
        Landlord, in Landlord's sole and absolute discretion, a temporary or permanent
        certificate of occupancy shall have been issued by the governmental authority
        having jurisdiction with respect to the Tenant Improvements or the governmental
        authority having jurisdiction with respect to the Tenant Improvements shall
        have
        otherwise evidenced its approval of the Tenant Improvements. In the event
        that
        Landlord is unable for any reason whatsoever to Substantially Complete the
        Tenant Improvements on or before October 31, 2006, then and in such event,
        Landlord shall have no liability whatsoever (including, without limitation,
        for
        any damages that Tenant may suffer) to Tenant in connection therewith or
        as a
        result thereof and none of the obligations of Tenant to Landlord set forth
        in
        this Amendment shall be affected thereby; provided, however, that Landlord
        shall
        use commercially reasonable efforts to Substantially Complete the Tenant
        Improvements as soon as reasonably possible thereafter. Landlord shall use
        commercially reasonable efforts to complete any portions or aspects of the
        Tenant Improvements which shall be incomplete as of the date of Substantial
        Completion of the Tenant Improvements as soon as possible thereafter.
        Notwithstanding the foregoing terms and conditions of this paragraph, in
        the
        event that the Tenant Improvements shall not be Substantially Complete on
        or
        before October 31, 2006 as a result of any default or delay on the part of
        Tenant with respect to the obligations of Tenant set forth in the Lease,
        then
        and in such event, (A) for all intents and purposes of the Lease the Tenant
        Improvements shall be deemed to have been Substantially Complete as of the
        date
        Landlord shall determine, in the sole but reasonable opinion of Landlord,
        that
        Landlord would have Substantially Completed the Tenant Improvements but for
        such
        default or delay on the part of Tenant, and (B) not later than ten (10) days
        after written demand shall be made therefor by Landlord of Tenant, Tenant
        shall
        reimburse Landlord for all additional costs and/or expenses (if any) that
        Landlord shall incur as a result thereof in connection with the construction
        and/or installation of the Tenant Improvements.


3


(c)           The
        Tenant Improvements shall be constructed and/or installed by Landlord using
        contractors (and subcontractors, if deemed necessary by Landlord) selected
        by
        Landlord, at Landlord's discretion, and having experience in connection with
        the
        construction and/or installation of alterations and improvements similar
        in
        nature to the Tenant Improvements. Landlord shall have the right, at Landlord's
        option, to employ a construction management supervisor to supervise the
        construction and/or installation of the Tenant Improvements. Any such
        construction management supervisor employed by Landlord may be an affiliate
        of
        Landlord. The costs and expenses incurred by Landlord in connection with
        the
        employment by Landlord of any construction management supervisor shall be
        a Cost
        of Tenant Improvements (herein defined) and, at the option of Landlord, may
        be
        deducted by Landlord from the amount of the Tenant Improvements Allowance
        (herein defined); provided, however, Landlord shall not include as a part
        of
        Cost of Tenant Improvements that portion, if any, of any such construction
        management supervision fees and expenses incurred by Landlord as shall exceed
        that amount equal to the product of (i) 0.03 and (ii) all costs and expenses
        includable as part of the Cost of Tenant Improvements other than such
        construction management supervision fees and expenses. The Tenant Improvements
        shall be completed by Landlord in a good and workmanlike manner, in accordance
        with all applicable federal, state and local laws, ordinances, codes, rules,
        regulations and orders, and, if and as applicable, in accordance with any
        plans
        and specifications therefor that have been approved by Landlord and
        Tenant.





(d)           For
        purposes of this Amendment, "Cost of Tenant Improvements" means the following
        costs and expenses, as and if incurred by Landlord in connection with the
        construction and/or installation of the Tenant Improvements: (i) all hard
        or
        direct costs; (ii) all costs of architectural, engineering and planning
        services; (iii) all costs of building permits and other governmental approvals;
        (iv) all costs of labor, machinery and equipment; (v) all costs of any
        construction management services; (vi) all costs of demolition; and (vii)
        all
        other soft or indirect costs. For purposes of this Amendment. "Tenant
        Improvements Allowance" means the sum of $98,186.00. Subject to the succeeding
        terms and conditions of Section 7(d) of this Amendment, all of the costs
        and
        expenses incurred by Landlord in connection with the construction and/or
        installation of the Tenant Improvements shall be paid by Landlord; provided,
        however, and not later than ten (10) days after written demand shall be made
        therefor by Landlord of Tenant, Tenant shall reimburse Landlord for that
        portion
        of the actual, final Cost of Tenant Improvements as shall exceed the amount
        of
        the Tenant Improvements Allowance. Any request for reimbursement made by
        Landlord of Tenant pursuant to the preceding terms and conditions of this
        paragraph shall be in writing and shall be accompanied by copies of invoices
        or
        other evidence reasonably satisfactory to Tenant showing Landlord to have

        incurred the costs and expenses in question. All determinations regarding
        the
        actual, final Cost of Tenant Improvements shall be made by Landlord, in
        Landlord's sole and absolute discretion, and shall be binding upon Landlord
        and
        Tenant absent manifest error.





(e)           Except
        to the extent, if any, set forth elsewhere in this Amendment, Tenant hereby
        acknowledges and agrees that: (i) Landlord has made no representations or
        warranties whatsoever to Tenant with respect to the Additional Premises,
        the
        condition of the Additional Premises, or the suitability for use by Tenant
        of
        the Additional Premises in connection with the business operations of Tenant;
        and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this
        Amendment or otherwise, with respect to the obtaining or maintaining during
        the
        Additional Premises Occupancy Period of any governmental approvals, consents,
        licenses, permits or certificates (collectively, the "Governmental
        Authorizations"), that Tenant shall deem necessary or desirable in connection
        with the use and occupancy of the Additional Premises by Tenant pursuant
        to this
        Amendment and that any and all such Governmental Authorizations that Tenant
        shall deem necessary or desirable in such regard are to be obtained by Tenant
        at
        Tenant's sole cost and expense. Furthermore, subject to the completion of
        the
        Tenant Improvements, Tenant hereby acknowledges and agrees that (A) the
        Additional Premises are being leased by Landlord to Tenant in their "as is,
        where is and with all defects" condition as of the Additional Premises Occupancy
        Date, and (B) Landlord shall have no obligation whatsoever, pursuant to this
        Amendment or otherwise, to make any alterations or improvements to or with
        respect to the Additional Premises. In furtherance of the foregoing, Tenant
        hereby acknowledges that Tenant has on or before the Date of Amendment been
        afforded a full and complete opportunity to inspect the Additional Premises
        in
        all respects and that, subject to the completion of the Tenant Improvements,
        Tenant is satisfied in all respects with the condition of the Additional
        Premises and has observed no dangerous or defective conditions at the Additional
        Premises.


4


(f)           For
        purposes of this Amendment, "Tenant Improvements Construction Period" means
        that
        periodof time
        commencing on the Date of Amendment and ending on the date as of which Landlord
        shall deem the Tenant Improvements to be complete in all respects. Tenant
        hereby
        acknowledges that Landlord and the agents, employees and contractors of Landlord
        may need to enter upon the Existing Premises during the Tenant Improvements
        Construction Period in connection with the construction and or installation
        of
        the Tenant Improvements. Accordingly, Tenant hereby agrees that Landlord
        and the
        agents, employees and contractors of Landlord shall have the right to enter
        upon
        the Existing Premises at any and all times during the Tenant Improvements
        Construction Period (including, without limitation, on weekends and hours
        other
        than the normal business hours of Tenant) for the purpose of constructing
        and/or
        installing the Tenant Improvements. Tenant shall cooperate, fully and in
        all
        reasonable respects, at Tenant's sole cost and expense, with Landlord and
        the
        agents, employees and contractors of Landlord so as to facilitate the timely
        and
        proper completion by Landlord of the Tenant Improvements in accordance with
        the
        terms and conditions of this Amendment. In furtherance of the foregoing,
        Tenant
        also agrees that upon request made at any time by Landlord or any of the
        agents,
        employees or contractors of Landlord in connection with the construction
        and/or
        installation of the Tenant Improvements, Tenant shall move, remove or relocate,
        or cause to be moved, removed or relocated, to, from or within the Existing
        Premises, at Tenant's sole cost and expense, any and all machinery, equipment,
        furniture, furnishings, inventory or personal property of Tenant then in,
        on or
        about the Existing Premises that Landlord or any of the agents, employees
        or
        contractors of Landlord may request be so moved, removed or relocated in
        order
        to facilitate the timely and proper completion of the Tenant
        Improvements.





**Section
                  8.**
              **Additional
                  Security Deposit
                  Monies.**





Effective
        as of the Date of Amendment the amount of the Security Deposit required to
        be
        maintained by Tenant with Landlord pursuant to the Lease shall be increased
        from
        $4,700.50 to $11,952.88. Landlord hereby represents and warrants to Tenant
        that
        as of the day before the Date of Amendment Landlord held monies comprising
        the
        Security Deposit in the amount of S4,700.50. Not later than the Date of
        Amendment, Tenant shall deliver to Landlord the sum of $7,252.88 as additional
        monies contemplated to be maintained by Landlord as part of the Security
        Deposit.





**Section
                  9.**
              **Amendment
                  to Exhibit G of Existing
                  Lease.**





Effective
        as of the Additional Premises Occupancy Date, the reference in Exhibit G
        of the
        Existing Lease (entitled "Parking") to "nine (9) unreserved parking spaces"
        shall be increased so as to refer instead to "twenty-two (22) unreserved
        parking
        spaces".





**Section
                  10.**
              **Inapplicability
                  to Additional
                  Premises Occupancy Period and Extended Term ofCertain
                  Terms and Conditions
                  of the Existing
                  Lease.**





The
        following terms and conditions of the Existing Lease shall be inapplicable
        to
        the Additional Premises Occupancy Period and the Extended Term; provided,
        however, that such terms and conditions shall remain applicable, as the context
        shall require, to the all periods of time during the Term of the Lease occurring
        prior to the Additional Premises Occupancy Period:





(a)
              Section
                  25(d) of the Existing Lease (entitled
                  "Brokerage");





(b)
              Exhibit
                  D of the Existing Lease (entitled "Tenant Finish-Work: As Is");
                  and





(c)
              Exhibit
                  H of the Existing Lease (entitled "Rent Abatement
                  Provisions").


5


**Section
                  11.**
              **Representations
                  and Warranties of
                  Tenant.**





Tenant
        hereby represents and warrants to Landlord that on and as of the Date of
        Amendment: (a) Tenant is a corporation duly formed and validly existing,
        in good
        standing, under the laws of the State of Maryland; (b) The officer of Tenant
        executing and delivering this Amendment on behalf of Tenant is authorized
        to
        execute and deliver this Amendment on behalf of Tenant, and when so executed
        and
        delivered by such officer, this Amendment shall be binding upon and enforceable
        against Tenant in all respects; (c) Tenant is not in default with respect
        to any
        of the agreements, covenants and obligations of Tenant set forth in the Existing
        Lease; and (d) Landlord is not in default with respect to any of the agreements,
        covenants and obligations of Landlord set forth in the Existing
        Lease.





**Section
                  12.**
              **Brokers.**





Each
        of
        Landlord and Tenant hereby represents and warrants to the other that it has
        dealt with no real estate agents or brokers in connection with the negotiation,
        execution and delivery of this Amendment other than Lincoln Property Company
        Commercial, Inc. ("Landlord's Broker") and that no brokerage fees or commissions
        are payable to any real estate agent or broker in connection with the
        negotiation, execution and delivery of this Amendment other than to Landlord's
        Broker. Each of Landlord and Tenant shall indemnify, defend, protect and
        hold
        the other harmless from and against any and all losses, liabilities, damages,
        claims, costs and/or expenses (including, without limitation, reasonable
        attorneys' fees) that the other may incur or suffer, or which may be asserted
        against the other, in connection with, or in any way relating to, the inaccuracy
        of any representation or warranty made by it in this paragraph. Landlord
        shall
        pay all brokerage fees and/or commissions due and payable to Landlord's Broker
        in connection with the negotiation, execution and delivery of this Amendment
        pursuant to a separate written agreement entered into prior to the Date of
        Amendment between Landlord and Landlord's Broker.





**Section
                  13.**
              **Address
                  of Landlord.**





Notwithstanding
        anything to the contrary set forth elsewhere in the Existing Lease, for purposes
        of all notices, requests, approvals, waivers or other communications given
        or
        required to be given to Landlord under and with respect to the Lease, the
        address of Landlord shall from and after the Date of Amendment be c/o Colony
        Realty Partners, LLC, One International Place, Suite 2750, Boston, Massachusetts
        02110, marked to the attention of Ms. Cynthia J. Sarver, Vice President.
        A copy
        of all such notices, requests, approvals, waivers and other communications
        shall
        also be sent to counsel to Landlord, Howard R. Majev, Esquire, Winston &
Strawn LLP, 1700 K Street, N.W., Washington, D.C. 20006.





**Section
                  14.**
              **Address
                  for Rent
                  Payments.**





Effective
        as of the Date of Amendment and notwithstanding anything to the contrary
        set
        forth in the Existing Lease, all rental payments and other charges payable
        by
        Tenant to Landlord in accordance with the terms and conditions of the Lease
        shall be payable by Tenant to Landlord until further notice either by regular
        mail or overnight courier service promising delivery on the next business
        day,
        c/o CRP Holdings V, L.P. — 1117 Perimeter Center West — Lockbox , JP Morgan
        Lockbox Processing, Lockbox No. 533140, 140 Aviation Boulevard, Atlanta,
        Georgia
        30354.





**Section
                  15.**
              **Miscellaneous.**





Except
        as
        and only to the extent explicitly modified by the terms and provisions of
        this
        Amendment, all of the terms and provisions of the Existing Lease are ratified
        and confirmed in all respects, remain in full force and effect, and shall
        be
        applicable to the Extended Term. In the event that any of the terms, conditions
        or provisions of this Amendment shall conflict with any of the terms, conditions
        or provisions of the Existing Lease, then and in any such event, the terms,
        conditions and provisions of this Amendment shall be controlling. This Amendment
        contains the entire understanding of the parties to this Amendment with respect
        to the subject matters covered in this Amendment and no prior agreements
        or
        understandings between the parties to this Amendment, or in any way relating
        to
        the subject matter covered in this Amendment, shall be effective after the
        execution of this Amendment, whether or not such agreements or understandings
        are similar, broader in scope, more narrow in scope or in any other way
        different from the terms and conditions of this Amendment. This Amendment
        may be
        modified only by a written instrument signed by the parties to this Amendment.
        The furnishing to Tenant of the form of thisAmendment shall not
        constitute an offer by Landlord and this Amendment shall become effective
        in
        accordance with its terms upon and only upon its execution by and delivery
        by
        the parties to this Amendment. The recitals set forth at the beginning of
        this
        Amendment shall be deemed to be a part of this Amendment. The headings set
        forth
        at the beginning of each of the sections of this Amendment are inserted for
        convenience of reference only and shall not be deemed to have any legal
        significance or meaning whatsoever. This Amendment and the terms and provisions
        hereof shall be governed by and construed in accordance with the laws of
        the
        State of Georgia. This Amendment may be executed in counterparts, each of
        which
        shall be deemed to be an original of this Amendment, but all of which, together,
        shall constitute one and the same instrument. This Amendment shall be binding
        upon and inure to the benefit of the parties hereto and their respective
        successors and permitted assigns. Notwithstanding anything to the contrary
        set
        forth elsewhere in this Amendment, this Amendment shall be deemed to be
        effective as of the Date of Amendment even or though either or both of the
        parties to this Amendment may execute and/or deliver this Amendment on a
        later
        or different date.


6


**IN
        WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment
        under seal as of the Date of Amendment.**








**LANDLORD:****WITNESS:**
            
            **CRP
                HOLDINGS V, L.P.,****a
                Delaware limited partnership****By:**
            **CRP
                HOLDINGS GP-V, LLC,**
              **a
                Delaware limited liability company, its General
                Partner****/s/
                Jennifer B**
            
            
            **By:**
            **/s/
                Cynthia J. Sarver**
            **(SEAL)****Cynthia
                J. Sarver, Vice President****Date
                of Execution: August 31, 2006****TENANT:****WITNESS/ATTEST:**
            
            **CHARYS
                HOLDING COMPANY****Illegible**
            
            **By:**
            **/s/
                Raymond J. Smith**
            **(SEAL)****Raymond
              J. Smith, Chief Financial Officer****Date
              of Execution: August 30,
              2006**


7


**EXHIBIT
        A**





**DRAWING
        SHOWING THE ADDITIONAL PREMISES**


A-1


**EXHIBIT
        B**





**DESCRIPTION
        OF TENANT IMPROVEMENTS**





The
        Tenant Improvements shall consist solely of the alterations and improvements
        to
        the Expanded Premises that are more particularly described on Exhibit B-l
        attached to and hereby made a part of this Exhibit
        B.


B-1


**EXHIBIT
        B-1**





**PLANS
        OR DRAWINGS FURTHER DESCRIBING**
 **THE
        TENANT IMPROVEMENTS**


B-2


**EXHIBIT
        B-l**





**PLANS
        OR DRAWINGS FURTHER DESCRIBING**


**THE
        TENANT IMPROVEMENTS**


B-3


**Lease
        Commencement/Acceptance of Premises**





November
                    21, 2006


Charys
        Holding Company


1117
        Perimeter Center West


Suite
        N415
 Atlanta,
        GA 30338





**RE:           First
        Amendment to Lease Agreement, dated August 30, 2006, between CRP Holdings
        V,
        L.P., a Delaware limited partnership, ("Landlord"), and Charys Holding Company,
        a Delaware corporation ("Tenant") concerning premises located at 1117
        Perimeter Center West, Suite N-415, Atlanta, Georgia
        30338.**





In
        accordance with the referenced Lease Agreement (the "Lease"), we request
        that
        you and/or the proper authority, please confirm the
        following:





1.
              The
                  commencement date of November 16, 2006 for a term of 60 months
                  ending on
                  October 31, 2011.





2.
              Tenant
                  acknowledges and agreed that as of November 15, 2006 (i) the Improvements
                  to the Premises have been substantially completed; (ii) and that
                  as of the
                  date of this letter the Landlord has fulfilled all of its obligations
                  to
                  complete Tenant Improvements at the Premises, and that the Tenant
                  has
                  accepted the Premises inits current
                  condition.





3.
              Rent
                  checks should continue to be made payable to CRP Holdings V. L.P.,
                  at 1117Perimeter Center West, P.O. Box 533140, Atlanta, GA
                  30353-3140.





4.
              The
                  approximate number of rentable square feet within the expansion
                  Premises
                  is 4,463.





5.
              Tenant's
                  Proportionate Share is calculated based upon the number of rentable
                  square
                  feet within the Premises (existing and expansion space), which
                  is 1.99% of
                  building related expenses.





Please
        confirm your agreement with the aforementioned terms by signing below and
        returning a copy to Lincoln Property Company for our lease.





Again,
        thank you for your tenancy, and we look forward to a long and harmonious
        relationship!





Sincerely,





**Lincoln
                Property Company**
            **AGREED
                TO & ACCEPTED BY:**/s/
                Raymond J. SmithBy/s/
                Carlton Harden
            Its:
            Chief
                Financial Officer***Carlton
                Harden***
            Date:
            11/30/2006