ASSET PURCHASE AGREEMENT BY AND AMONG

              AEON TECHNOLOGIES, LTD., A TEXAS LIMITED PARTNERSHIP

                                       AND

          CONTEMPORARY CONSTRUCTORS NEVADA, INC., A NEVADA CORPORATION,
                                  AS PURCHASER

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


<PAGE>
                                TABLE OF CONTENTS


ARTICLE  I
    Agreement  to  Purchase  and  Sell
ARTICLE  I1
    Purchase  Price
    2.1  Purchase  Price
    2.2  Purchase  Price  Adjustment  Mechanism
    2.3  Common  Stock  Issued  to  the  Sellers
ARTICLE  I11
    3.1  Organization
    3.2  Subsidiaries  and  Affiliates
    3.3  Authorization
    3.4  No  Violation
    3.5  Financial  Statements
    3.6  Contracts
    3.7  Title  and  Related  Matters
ARTICLE  rv
    4.1  Shares  Held  For  Own  Account
    4.2  No  Registration
    4.3  Investment  Knowledge
ARTICLE  V
    5.1  Corporate  Organization
    5.2  Capital  Stock
    5.3  Authorization
    5.4  No  Violation
    5.5  Financial  Statements
    5.6  Brokerage
    5.7  Disclosure
ARTICLE  VI
    6.1  Regular  Course  OF  Business
    6.2  Consents
    6.3  Breach  of  Agreement
    6.4  Bulk  Sale
    6.5  Confidentiality
ARTICLE  VII
    7.1  Consents
    7.2  Breach  of  Agreement
    7.3  Confidentiality
ARTICLE  VIII
    8.1  Employment,  Non-Competition  and  Incentive  Compensation  Agreements
    8.2  Further  Assurances


<PAGE>
ARTICLE  IX
    9.1  Representations  and  Warranties;  Performance
    9.2  Consents  AND  Approvals
    9.3  Opinion  of  the  Seller's  Counsel
    9.4  No  Material  Adverse  Change
    9.5  No  Proceeding  or  Litigation
    9.6  Proceedings  and  Documents
    9.7  Employment  Agreements
    9.8  Other  Documents
ARTICLE  X
    10.1  Representations  and  Warranties;  Performance
    10.2  Consents  and  Approvals
    10.3  Opinion  of  Purchaser's  Counsel
    10.4  No  Proceeding  or  Litigation
    10.5  Proceedings  and  Documents
    10.6  Secretary's  Certificate
    10.7  Certificate  of  Good  Standing
    10.8  Employment  Agreements
    10.9  Indemnification  Agreement
    10.10  Registration  Rights  Agreement
    10.11  Other  Documents
ARTICLE  XI
    11.1  Closing
    11.2  Intervening  Litigation
    11.3  Obligations  of  Seller
    11.4  Obligations  of  Purchaser
ARTICLE  XI1
    12.1  Methods  of  Termination
    12.2  Termination  of  Obligations
ARTICLE  XI11
    13.1  The  Seller's  Agreement  to  Indemnify
    13.2  The  Purchaser's  Agreement  to  Indemnify
    13.3  Limitations  on  Indemnification
    13.4  Third  PARTY  Indemnification
    13.5  Survival;  Time  to  Assert  Claims
ARTICLE  XIV
    14.1  Amendment  AND  Modification
    14.2  Entire  Agreement
    14.3  Certain  Definitions
    14.4  Notices
    14.5  Assignment
    14.6  Governing  Law
    14.7  Dispute  Resolution
    14.8  Counterparts
    14.9  Headings
    14.10  Binding  Effect


<PAGE>
    14.11  Delays  or  Omissions
    14.12  Severability
    14.13  Expenses

EXHIBITS
    EXHIBIT  A  Equipment  and  Supplies
    EXHIBIT  B  Contracts
    EXHIBIT  C  Leases
    EXHIBIT  D  Accounts  Receivable
    EXHIBIT  E  Secured  Promissory  Note
    EXHIBIT  F  Security  Agreement
    EXHIBIT  G  Purchase  Price  Formula
    EXHIBIT  H  Registration  Rights  Agreement
    EXHIBIT  I  Employment  Agreement,  Wade  Clark
    EXHIBIT  J  Employment  Agreement,  David  Machovsky
    EXHIBIT  K  Seller's  Certificate
    EXHIBIT  L  Purchaser's  Certificate
    EXHIBIT  M  Purchaser's  Secretary  Certificate
    EXHIBIT  N  Bill  of  Sale
    EXHIBIT  O  Assignment,  Assumption,  and  Consent  Agreement
SCHEDULES
    Schedule  2.2.2  Seller's  Special  Purpose  Financial  Statement
    Schedule  3.3  Contract  defaults,  liens  and  legal  authorities of Seller
    Schedule  3.4.1  Seller's  Financial  Statements
    Schedule  3.4.2  Additional  Debts  and  Liabilities
    Schedule  3.5  (a)  -  (d)  Additional  Contracts
    Schedule  3.6.1  Title  Defects
    Schedule  3.6.4.1  Additional  Trade  Names
    Schedule  3.6.4.2  Proprietary  Rights  and  Claims
    Schedule  5.2  Stock  Options  and  Conversion  Rights
    Schedule  5.4  Contract  defaults,  liens and legal authorities of Purchaser
    Schedule  5.5.1  Accounting  Requirements
    Schedule  9.3  Opinion  of  Seller's  Counsel
    Schedule  10.3  Opinion  of  Purchaser's  Counsel


<PAGE>
     THIS  ASSET  PURCHASE  AGREEMENT (the "Agreement") is made and entered into
this  9th  day  of  April, 2006, by and between AEON TECHNOLOGIES, LTD., a Texas
limited  partnership (the "Seller"), and CONTEMPORARY CONSTRUCTORS NEVADA, INC.,
a  Nevada  corporation  (the  "Buyer"  or  "PURCHASER").

     The  Seller  desires to sell to the Buyer and the Buyer desires to purchase
from  the  Seller  100%  of the assets of the Seller on the terms and conditions
contained  in  this  Agreement.

     In  consideration  of the mutual covenants and agreements contained in this
Agreement,  and  for  other  good  and  valuable  consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as
follows:

                                    ARTICLE I
                                    ---------

                         AGREEMENT TO PURCHASE AND SELL

     Subject  to  the  terms,  provisions  and  conditions  set  forth  in  this
Agreement,  on  the date specified in Section 1 1.1 hereof (the "Closing Date"),
the  Seller  shall  sell,  transfer and convey to the Buyer, and the Buyer shall
purchase  from  the  Seller  all of its assets, including but not limited to the
following  (hereinafter  called  the  "Assets"):

     (a)     All  of  the  Seller's  rights,  title  and  interest in and to the
equipment,  fixtures  and  supplies  described  on  EXHIBIT "A" attached to this
Agreement  (the  "Equipment  and  Supplies").

     (b)     All  of  the  Seller's  right  title  and interest to the contracts
attached  hereto  as  EXHIBIT  "B"  to  this  Agreement  (the  "Contracts").

     (c)     All  of the Seller's right, title and interest in and to the Leases
to  which Seller is a party, copies of which are attached as Exhibit "Cn hereto.

     (d)     All  of  the  Seller's  right,  title  and  interest  in and to any
accounts  receivable  of  the Seller, specifically listed on EXHIBIT "D" hereto.

     (e)     All  intellectual  property, including but not limited to the trade
name,  trademark,  or any other identifying name, owned by Seller and related to
the  above-described  assets.

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

                                 PURCHASE PRICE

     2.1 The Purchaser agrees to pay to the Seller at the Closing (as defined in
Article 11.1 below) aggregate consideration of $2,088,000 (the "PURCHASE PRICE")
by  delivery of (i) $907,000 to Seller ("CASH CONSIDERATION") (ii) $1,211,011 in
shares  of  Common  Stock  of  Charys  Holding  Company,  Inc., (hereinafter the
"Corporation")  a  publicly  traded  Delaware


<PAGE>
corporation  (hereinafter  called  the  "Common  Stock")  to  the SELLER for the
balance  thereof  ("STOCK CONSIDERATION") as described below in Section 2.1.3 of
this Agreement. The aggregate consideration is subject to adjustment pursuant to
Section  2.2  of  this  Agreement.

          2.1.1  The  Cash  Consideration  shall be issued to Seller as follows:

               Purchaser  and  the  corporation  shall  give  Seller  a  Secured
               Promissory  Note  ("Note")  in  a  form  attached  as EXHIBIT "E"
               requiring  payment  of:

                    a.   $226,000  payment  within  30  days  of  closing.
                    b.   The  remainder  to  be  paid  in  three  equal  annual
                         installments  on  the  anniversary of the closing date.
                    c.   The  Note  shall  bear  interest  at  8%
                    d.   The  Note  shall be secured by the Assets pursuant to a
                         Security Agreement in a form attached hereto as EXHIBIT
                         "F".

          2.1.2 The Stock Consideration shall be issued to the Wade and Jennifer
     Clark Irrevocable Trust . Whenever in this document there is a reference to
     Seller  receiving the Common Stock, Seller shall mean the Wade and Jennifer
     Clark  Irrevocable  Trust.  The Common Stock shall be delivered as follows:

               (a)     At  Closing  (AS  defined  in  Article  10.1  below), the
Purchaser  shall  cause  to  be issued to the Seller sufficient shares of Common
Stock in the Corporation (the "INITIAL STOCK TRANCHE"), reflecting fifty percent
(50%)  of  the  total  Stock Consideration to be paid to the Seller based upon a
share  price  of  Four  Dollars  ($4.00)  per  share.

               (b)     180  days  after  the Effective Date, the Purchaser shall
cause  to  be  issued  to  the  Seller  additional shares of Common Stock in the
Corporation  (the  "SECOND STOCK TRANCHE") reflecting fifty percent (50%) of the
total  Stock  Consideration to be paid to the Seller based upon a share price of
Four  Dollars  ($4.00)  per  share.

               (c)     The  number  of  shares  of  Common  Stock issued will be
adjusted  at  the  end of 25 days fRom the due date for filing by Charys Holding
Company,  Inc.  of  the  SEC  prescribed  10Q  for the full second quarter after
Closing  (hereinafter  the  "Adjustment  Date"):

                    If  the  Common Stock does not reach an average Market Price
of  at  least  Four Dollars and Fifty Cents ($4.50) per share for at least three
(3) consecutive Trading Days prior to or including the Adjustment Date, then, at
the  Purchaser's  option,  either:

                    (i)     The Purchaser shall cause to be issued to the Seller
additional  shares of Common Stock in the Corporation, the number of which shall
be  determined  pursuant  to  the  following  formula:

                         AS  =  (ISP/AVG)-IST

                                                           Where:


<PAGE>
                         AS  = the number  of additional  shares of Common Stock
                               to  be  issue.

                         AVG = the  lesser  of  (x)  (MPl+MP2)/2  or  (y)  4.

                         ISP = $1,211,011

                         IST = the  number of  shares of Common Stock  issued in
                               the  Initial  Stock  Tranche and the Second Stock
                               Tranche.

                         MP1 = the  average  Market Price  for the  Common Stock
                               over  the  twenty-five  (25)  trading  day period
                               beginning  on  the  SEC  prescribed  due date for
                               filing  the  Purchaser's quarterly report on Form
                               10-Q  or  annual report on Form 10K with the SEC,
                               as  the  case  may be, for the Purchaser's second
                               full  fiscal  quarter  after Closing.

                         MP2 = he  average  Market  Price  for the Common  Stock
                               over  the  twenty-five  (25) day period ending on
                               the  Make  Whole  Determination  Date.

                         or;

                    (ii)     The  Purchaser shall pay the SELLER an amount equal
to  AS  multiplied  by  AVG,  in  cash by wire transfer of immediately available
funds;  and  in  either case, such issuance or payment shall occur within thirty
(30) days of the eighteenth month after Closing (or that cash is paid in lieu of
such  Second  Stock  Tranche  pursuant  to  Section  2.2.3(c)  above).

     2.2  Purchase  Price  Adjustment  Mechanism.

          2.2.1  The  aggregate consideration to be paid by the Purchaser to the
          Seller  is  subject  to  a one-time adjustment based upon the Seller's
          financial  performance  during the year preceding the Closing Date, as
          described  below. Attached as EXHIBIT "G" is a document reflecting the
          formula  used in determining the Purchase Price. This same methodology
          shall  be  applied  to  the  March  31,  2005  financial  statement to
          determine  the  Purchase  Price  Adjustment.

          2.2.2  As  soon  as  practicable, but in no event more than sixty (60)
          days  after  the  Determination  Date,  the  Purchaser shall cause the
          Seller  to  prepare  and  deliver  to  the  Purchaser, special purpose
          financial  statements  prepared  in accordance with GAAP, applied on a
          consistent basis in accordance with the Seller's historical accounting
          policies  and  as  described  on  SCHEDULE  2.2.2,  showing results of
          operation  of  the Seller as of the close of business for the one year
          period  (the


<PAGE>
          "DETERMINATION PERIOD") ending on the Closing (the "DETERMINATION DATE
          FINANCIAL  STATEMENTS"), which Determination Date Financial Statements
          shall  be  prepared  at the expense of the Purchaser, by the Purchaser
          accounting firm (the "AUDITOR"). In addition, the Purchaser shall bear
          the  expense  of  having  an  opening  date  balance  sheet  as of the
          Effective  Date,  prepared  by  the  Auditor  in accordance with GAAP,
          applied  on  a  consistent  basis  in  accordance  with  the  Seller's
          historical  accounting  policies.  The  parties  acknowledge  that the
          Determination  Date  Financial  Statements  are  for  the  sole  of
          determining  adjustments to the Purchase Price and may not reflect the
          actual  financials  of  the  Seller  used in preparing the Purchaser's
          consolidated  financial  statements.

          2.2.3  The  PURCHASER  shall  have  thirty (30) days from the date the
          Determination Date Financial Statements are delivered by the Seller to
          review  the  Determination  Date  Financial Statements and propose any
          adjustments for the purpose of determining adjustments to the Purchase
          Price.  If  after  discussion of any such proposed adjustments, either
          party  disputes  such  adjustments,  then the Purchaser and the Seller
          shall  engage  a nationally recognized accounting firm (the "Alternate
          Auditor")  to  review  the  disputed  items.  The  Alternate Auditor's
          determination  of the disputed items with respect to the determination
          of  the  Purchase  Price  shall be final and binding upon the Parties,
          without  adjustment.  All  invoices submitted by the Alternate Auditor
          shall  be  paid  by  the  Purchaser  and  the  Seller  equally.

          2.2.4  The  "ADJUSTED  PURCHASE PRICE" for the Assets shall be 4 times
          the  Seller's  consolidated  EBIDTA  for  the Determination Period, as
          calculated  h  m  the  Determination  Date  Financial  Statements.

               (a)  In the event that the Adjusted Purchase Price is equal to or
               greater than $906,909 and less than $2,088,000 pursuant to clause
               (x)  above, then no later than 5 days following the date on which
               the Determination Date Financial Statements is finalized pursuant
               to  Section 1.3.3, the SELLER shall transfer to the Purchaser, ON
               A  PRO-RATA BASIS, the number of shares of Common Stock issued as
               Stock  Consideration  to  the  SELLER  equal in Base Value to the
               amount determined by taking the difference between the $2,088,000
               and  the Adjusted Purchase Price, and dividing such number by the
               Average  Issue  Price  Per  Share  (the "Shortage Amount") of $4,
               regardless  of the actual value of such Common Stock. If the Base
               Value  of  all  of  the shares of Common Stock owned by SELLER is
               less  than the Shortage Amount, then Seller shall transfer all of
               the  shares  of  Common  Stock owned by IT, to Purchaser, and the
               Seller  note  will be adjusted for any remaining Shortage Amount.

               (b) In the event that the Adjusted Purchase Price is greater than
               $2,088,000  pursuant  to  clause  (x) above, then no later than 5
               days following the date on which the Determination Date Financial
               Statements  is  finalized  pursuant  to  Section  1.3.3,  If  the
               Purchase Price is greater than the Estimated Purchase Price, then
               the  Purchaser  shall  pay  to  the  Seller,


<PAGE>
               THE difference between the Adjusted Purchase Price and $2,088,000
               (the  "PURCHASE  PRICE  BALANCE"),  as  follows:

                    (i)  The Purchase Price Balance, shall, at the option of the
                    Purchaser,  be  paid  in  (i)  cash  by  wire  transfer  of
                    immediately  available  funds or (ii) shares of Common Stock
                    (using  the  $4.00  Price for such Common Stock to calculate
                    the  number  of  shares  to  be  issued).

               (c)  The Seller hereby agrees that it shall deliver any shares of
               Common  Stock  required  to pay the Shortage Amount, if any, free
               and  clear  of  all  Liens.

     2.3  Common  Stock Issued to the Wade and Jennifer Clark Irrevocable Trust.

          2.3.1  No  fractional  shares  of  Common Stock shall be issued to the
          Seller  hereunder,  and  the  number  of  shares of Common Stock to be
          issued  shall  be  rounded  down  to  the  nearest  whole  share. If A
          fractional  share  interest  arises  pursuant  to  any  calculation in
          Section  2.3  or  elsewhere herein, the Purchaser shall eliminate such
          fractional  share interest by paying the Seller the amount computed by
          multiplying the fractional interest by the price of a full share (with
          such  price  being  the  same  price used to determine the shares then
          being  issued).

          2.3.2  The  Common  Stock  shall  be  restricted  bearing  a legend as
          follows:

               "The Shares of Stock represented by this certificate have not
               been registered under the securities act of 1933, as amended and
               may not be sold or otherwise transferred unless a compliance with
               the registration provisions of such act has been made or unless
               availability of an exemption from such registration provisions
               haws been established, or unless sold pursuant to Rule 144 under
               the securities act of 1933."

          2.3.3  The  Seller  shall be granted "piggy-back" registration rights,
          with  respect  to  all  shares  of  Common  Stock issued to the Seller
          hereunder, as more specifically set forth in that certain Registration
          Rights  Agreement  (the  "REGISTRATION  RIGHTS AGREEMENT") in the form
          attached hereto as EXHIBIT "H". Shares to be delivered to Seller shall
          be  included  in  the  next  registration.

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

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The  Seller  hereby represents and warrants to the Purchaser as of the date
hereof  and  as  of  the  Closing  Date  that,  to  the  best  of its knowledge:

     3.2  3.1  Organization. The Seller is a limited partnership duly organized,
               ------------
validly  existing  and  in good standing under the laws of Texas with full power
and  authority  to  carry


<PAGE>
on  its  business as it is now being conducted and proposed to be conducted, and
to  own,  operate  and  lease  its  properties  and  assets.

3.2  Authorization.  The  Seller  has  full  power  and  authority to enter into
     --------------
this  Agreement and the agreements contemplated hereby and to deliver the Assets
free  and  clear  of  all Liens. The execution, delivery and performance of this
Agreement  and  all  other  agreements and transactions contemplated hereby have
been duly authorized by the General Partner and no other proceedings on its part
are  necessary  to  authorize  this  Agreement and the transactions contemplated
hereby.  This  Agreement  and  all  other  agreements  contemplated hereby to be
entered  into  by the Seller constitute a legal, valid and binding obligation of
the  Seller  enforceable  against the Seller in accordance with their respective
terms.

3.3  No  Violation.  Other  than  as  set  forth in SCHEDULE 3.3, the execution,
     --------------
delivery  and  assignment  by the Seller and all Assets contemplated hereby, and
the  fulfillment  of and compliance with the respective terms hereof and thereof
by the Seller do not and will not (a) conflict with or result in a breach of the
terms,  conditions  or provisions of or constitute a default or event of default
under  (with  due  notice,  lapse  of time or both) of any contract to which the
Seller  is  a  party;  (b) or result in the creation of any Lien upon any of the
Assets;  (c) give any third party the right to accelerate any obligations of the
Seller;  (d)  result  in  a  violation of or require any authorization, consent,
approval,  exemption  or  other  action  by or notice to any court or Authority.

3.4  Financial  Statements.
      ----------------------

     3.4.1 Unaudited  year-end balance sheets and  statements of operations, and
          cash  flow  of the Seller as of December 31,2005 and unaudited balance
          sheets  for  the  period  commencing  January 1, 2006 and ending MARCH
          31, 2006  (the "FINANCIAL STATEMENT DATE") and unaudited statements of
          operations  for  the  three (3) month period then ended (collectively,
          the  "FINANCIAL STATEMENTS") have been delivered to the Purchaser, and
          are  attached  to  SCHEDULE  3.4.1.  Such balance sheets and the notes
          thereto  fairly present the financial position of the Seller as at the
          respective  dates  thereof,  and  such Financial Statements (a) fairly
          present the results of operations for the periods therein referred to,
          all  in accordance with GAAP (except as stated therein or in the notes
          thereto)  applied  on  a  consistent  basis;  (b)  fairly  present the
          financial  condition  of the Seller at the respective date of, and for
          the period covered by such statements; and (c) (EXCEPT AS DISCLOSED IN
          SCHEDULE  3.4.1,)  are  in  accordance  with the required or permitted
          statutory accounting requirements or practices applied on a consistent
          basis  under  the  laws  of  the  State  of Texas. Since the Financial
          Statement  Date, no change has occurred in the condition of the Seller
          as  shown in the Financial Statements which HAS or could reasonably be
          expected  to  have  a  Material  Adverse  Effect.

     3.4.2 Except  as  set  forth in SCHEDULE 3.4.2 hereto, the  Seller does not
          have  any  Indebtedness,  obligation  or  liability  (whether accrued,
          absolute,

<PAGE>
          contingent,  unliquidated  or  otherwise, known to the Seller, whether
          due  or  to  become  due)  arising out of transactions entered into or
          Occurrences that occurred at or prior to the Closing Date, other than:
          (a)  liabilities  set  forth  in  the  Financial  Statements;  and (b)
          liabilities  and  obligations  which  have  arisen after the Financial
          Statement  Date in the ordinary course of business (none of which is a
          liability resulting from breach of Contract, breach of warranty, tort,
          infringement,  Claim  or  lawsuit).  Purchaser shall assume only those
          liabilities  listed on the Financial Statements or otherwise stated on
          Schedule  3.4.2

3.5  Contracts.
     ----------

     3.5.1 Except as expressly contemplated by this Agreement or as set forth on
          SCHEDULES  3.5.1(a)-(d)  hereto, as of the Closing Date, the Seller is
          not  a  party  to  any  written  or  oral:

          (a)  Guarantee  of  any  obligation;

          (b)  Contract under which the Seller is lessor of or permits any third
          party  to  hold  or  operate  any property, real or personal, owned or
          controlled  by  the  Seller;

          (c)  assignment,  license, indemnification or Contract with respect to
          any  intangible  property  (including,  without  limitation,  any
          Proprietary  Rights),  other  than  software  licenses in the ordiiary
          course  of  business;

          (d)  Contracts  providing  for  "take or pay" or similar unconditional
          purchase  or  payment  obligations.

3.6  Title  and  Related  Matters.
     -----------------------------

     3.6.1 Except as set forth in SCHEDULE 3.6.1 hereto, the Seller has good and
          marketable  title to all of the properties and assets reflected in the
          Financial  Statements (except for properties and assets sold since the
          Financial Statement Date in the ordinary course of business), free and
          clear of all Liens, except (a) statutory Liens not yet delinquent; (b)
          such  imperfections  or  irregularities  of  title,  Liens, easements,
          charges  or  encumbrances as do not detract from or interfere with the
          present  use  of  the properties or assets subject thereto or affected
          thereby,  otherwise  impair  present  business  operations  at  such
          properties;  or  do  not detract from the value of such properties and
          assets,  taken  as  a  whole;  or (c) Liens reflected in the Financial
          Statements  or  the  notes  thereto.

     3.6.2 There has not been since the Financial Statement Date and will not be
          prior to the Closing Date, any sale, lease or any other disposition or
          distribution  by the Seller of any of its assets or properties and any
          other  assets now or hereafter owned by it, except transactions in the
          ordinary


<PAGE>
          and  regular  course  of business, or as otherwise consented to by the
          Purchaser.

     3.6.3  Litigation.  There  is  no  Claim  pending or threatened against the
            -----------
          Assets  which,  if adversely determined, would have a Material Adverse
          Effect,  nor  is  there any Order outstanding against the Seller which
          has,  or  could  reasonably  be  expected  to have, a Material Adverse
          Effect,  except  as  disclosed  on  SCHEDULE  3.6.3.

     3.6.4  Intellectual  Property.
            -----------------------

          3.6.4.1  The Seller has no trade name, service mark, patent, copyright
     or  trademark  related to its business, except those which are set forth in
     SCHEDULE  3.6.4.1,  which  are all those necessary for the operation of its
     business  as  currently  conducted.

          3.6.4.2  The Seller has the right to use each Proprietary Right listed
     on  SCHEDULE  3.6.4.2.  There are no Claims pending, or threatened, against
     the Seller that its use of any of the Proprietary Rights listed on SCHEDULE
     3.6.4.2  infringes  the  rights  of  any  Person.

          3.6.4.3  The  Seller  is not a party in any capacity to any franchise,
     license  or  royalty  agreement  respecting  any  Proprietary  Right.

     3.6.5 Disclosure.  Neither  this  Agreement  nor  any  of  the  exhibits,
           -----------
          attachments,  written  statements,  documents,  certificates  or other
          items prepared for or supplied to the Purchaser by or on behalf of the
          Seller  with  respect to the transactions contemplated hereby contains
          any  untrue  statement  of  a  material  fact or omits a material fact
          necessary  to  make  each  statement  contained  herein or therein not
          misleading. There is no fact which the Seller has not disclosed to the
          Purchaser  in  writing and of which the Seller or any of its executive
          employees is aware and which could reasonably be anticipated to have a
          Material  Adverse  Effect.

                                   ARTICLE IV

                    ADDITIONAL REPRESENTATIONS OF THE SELLER

     The  Seller hereby represents and warrants to the Purchaser, as of the date
hereof  and  as  of  the  Closing  Date  that,  to  the  best  of its knowledge:

     4.1 Shares Held For Own Account. Any shares of Common Stock acquired by the
         ----------------------------
     Seller  hereunder  (the  "ACQUIRED  SHARES")  are  being  acquired  for the
     Seller's own account; not as a nominee or agent, and not with a view to the
     direct or indirect sale or distribution of any part thereof, and the Seller
     has  no  present  intention  of  selling, granting any participation in, or
     otherwise  distributing  the same, except in compliance with the Securities
     Act  of  1933,  as  amended  (the  "SECURITIES  ACT").


<PAGE>
     4.2  No  Registration.  The  Seller  understands  and acknowledges that the
          ----------------
     Acquired  Shares  have  not been registered under the Securities Act or any
     state  securities  laws,  are  being  sold in reliance upon an exemption or
     exemptions  from  the  registration and prospectus delivery requirements of
     the  Securities  Act and applicable state securities laws, and must be held
     by  the  Seller  indefinitely  unless  a  subsequent disposition thereof is
     registered under the Securities Act and applicable state securities laws or
     is  exempt  therefrom.

     4.3  Investment  Knowledge.  The  Seller  has  the  knowledge,  skill  and
          ---------------------
     experience  in  financial,  business  and investment matters relating to an
     investment  of this type and are capable of evaluating the merits and risks
     of  such  investment  and  protecting  the Seller's interests in connection
     therewith.  To  the  extent  deemed necessary by the Seller, the Seller has
     retained,  at  the  Seller's  own  expense, appropriate professional advice
     regarding  the  investment,  tax  and  legal  merits  and  consequences  of
     acquiring  AND  owning  the  Acquired  Shares.

                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The  Purchaser  represents  and warrants to the Seller as follows as of the
date  hereof  and  as  of  the  Closing  Date,  to  the  best  of its knowledge:

     5.1  Corporate Organization. The Purchaser is a corporation duly organized,
          -----------------------
     validly existing and in good standing under the laws of its jurisdiction of
     incorporation  with  full  corporate  power  and  authority to carry on its
     business  as  it  is  now being conducted and to own, operate and lease its
     properties  and  assets.

     5.2  Capital Stock. As of MARCH 1, 2006 the entire authorized capital stock
          --------------
     of  Charys  Holding  Company,  Inc.  consists  of  THREE  HUNDRED  MILLION
     (300,000,000)  shares  of  Common Stock with $0.001 par value per share, of
     which  15,734,019  shares  are  issued and outstanding,. Since FEBRUARY 28,
     2005,  no  Common  Stock has been issued other than Common Stock trading on
     the  OTC  Bulletin Board. All issued and outstanding shares of Common Stock
     having  been  validly  issued and are fully paid and nonassessable, with no
     personal liability or preemptive rights attaching to the ownership thereof.
     Except  as  set  forth on SCHEDULE 5.2, no instruments or securities of any
     kind  exist  which  are  convertible  into additional shares of the capital
     stock of the Corporation, nor do any outstanding options, warrants, rights,
     calls,  commitments,  plans  or  other  arrangements  or  agreements of any
     character  exist  providing  for the purchase or issuance of any additional
     shares  of  the  Corporation.

     5.3  Authorization.  The  Purchaser  and the Corporation has full corporate
          -------------
     power  and  authority  to  enter  into  this Agreement and to carry out the
     transactions  contemplated  hereby.  The directors of the Purchaser and the
     Corporation have duly authorized the execution, delivery and performance of
     this  Agreement  and  the  transactions  contemplated  hereby, and no other
     corporate proceedings on its part are necessary to authorize this Agreement
     and  the  transactions  contemplated hereby. This Agreement constitutes the


<PAGE>
     legal, valid and binding obligation of the Purchaser enforceable against it
     in  accordance  with  its  terms.

     5.4  No  Violation.  Other than as set forth in SCHEDULE 5.4, the execution
          --------------
     and  delivery  by the Purchaser of this Agreement, and all other agreements
     contemplated  hereby,  and  the  fulfillment  of  and  compliance  with the
     respective  terms  hereof  and thereof by the Purchaser do not and will not
     (a)  conflict  with  or  result  in  a  breach  of the terms, conditions or
     provisions  of  or constitute a default or event of default under (with due
     notice,  lapse of time or both) of any contract to which the Purchaser is a
     party;  b)  result in the creation of any Lien upon any of the Common Stock
     or  assets; c) give any third party the right to accelerate any obligations
     of  the  Purchaser;  or  d)  result  in  a  violation  of  or  require  any
     authorization, consent, approval, exemption or other action by or notice to
     any court or Authority pursuant to, the charter or bylaws of the Purchaser,
     or  any  Regulation,  Order  or  Contract  to  which  the  Purchaser or its
     properties  are  subject.  The  Purchaser  will  comply with all applicable
     Regulations  and  Orders  in  connection  with  the execution, delivery and
     performance  of  this  Agreement  and  the transactions contemplated hereby

     5.5  Financial  Statements.
          ----------------------

          5.5.1  Audited  year-end  balance sheets and statements of operations,
               stockholders  equity  of Charys Holding Company, Inc. as of April
               30,  2005  and unaudited balance sheets for the period commencing
               May  1,2005 and ending JANUARY 31, 2006 (the "PURCHASER FINANCIAL
               STATEMENT  DATE")  and  unaudited  statements  of  operations,
               stockholders  equity and cash flow for the three (3) month period
               then  ended  (collectively, the "PURCHASER FINANCIAL STATEMENTS")
               have  been  delivered  to the Seller. Such balance sheets and the
               notes  thereto  fairly  present  the  financial  position  of the
               Purchaser as at the respective dates thereof, and such statements
               of  operations,  stockholders  equity and cash flow and the notes
               thereto  (a)  fairly  present  the  results of operations for the
               periods  therein referred to, all in accordance with GAAP (except
               as  stated  therein  or  in  the  notes  thereto)  applied  on  a
               consistent  basis;  (b) fairly present the financial condition of
               the  Purchaser  at  the  respective  date  of, and for the period
               covered  by  such  statements;  and  (c)  except  as disclosed in
               SCHEDULE  5.5.1, are in accordance with the required or permitted
               statutory  accounting  requirements  or  practices  applied  on a
               consistent  basis  under the laws of the State of Delaware. Since
               the Purchaser Financial Statement Date, no change has occurred in
               the  condition  of  the  Purchaser  as  shown  in  the  Purchaser
               Financial Statements which has or could reasonably be expected to
               have  a  Material  Adverse  Effect.

     5.6  Brokerage.  No  broker,  agent  or finder has rendered services to the
          ----------
     Purchaser  in  connection  with  the  transactions  contemplated under this
     Agreement.

     5.7  Disclosure.  Neither  this  Agreement  nor  any  of  the  exhibits,
          -----------
     attachments,  written  statements,  documents,  certificates or other items
     prepared  for  or  supplied  to  the


<PAGE>
     Seller  by  or  on behalf of the Purchaser with respect to the transactions
     contemplated  hereby  contains  any  untrue statement of a material fact or
     omits  a material fact necessary to make each statement contained herein or
     therein  not  misleading.  There  is  no  fact  which the Purchaser has not
     disclosed  to  the  Seller  in  writing  and  of which the Purchaser or its
     officers,  directors  or  executive  employees  is  aware  and  which could
     reasonably  be  anticipated  to  have  a  Material  Adverse  Effect.

                                   ARTICLE VI

                             COVENANTS OF THE SELLER

     Until the Closing Date, except as otherwise consented to or approved by the
Purchaser  in  writing,  the  Seller  covenants  and agrees that it shall act or
refrain  from  acting  where required hereinafter, to comply with the following:

     6.1  Regular  Course  of  Business.  The  Seller shall operate its business
          ------------------------------
     diligently  and  in  good faith, consistent with past management practices;
     shall  maintain  its properties in good order and condition, shall maintain
     (except  for  expiration  due  to  lapse  of time) all leases and Contracts
     described  herein  in  effect  without  change except as expressly provided
     herein;  shall materially comply with the provisions of all Regulations and
     Orders  applicable  to  the  Seller  and  the  conduct  of  its  business.

     6.2  Consents.  The Seller shall use its best efforts to obtain on or prior
          ---------
     to  the  Closing  Date,  all  consents necessary to the consummation of the
     transactions  contemplated  hereby.

     6.3  Breach of Agreement. The Seller shall not take any action prior to the
          --------------------
     Closing  Date,  would  constitute  a  breach  of  this  Agreement.

     6.4  Bulk Sale. Seller covenants that in completing this transaction it has
          ----------
     complied  with  any  applicable  bulk sale or transfer laws of the state of
     Texas.

     6.5  Confidentiality.  The  Seller  shall,  and  shall cause its respective
          ----------------
     principals  and  other personnel and authorized representatives to, hold in
     confidence,  and  not  disclose  to any other party without the Purchaser's
     prior  consent,  all  information  received by it from the Purchaser or its
     officers,  directors, employees, agents, counsel and auditors in connection
     with  the  transactions  contemplated  hereby  except as may be required by
     applicable  law  or  as  otherwise  contemplated  herein.

                                   ARTICLE VII

                           COVENANTS OF THE PURCHASER

     The  Purchaser  hereby  covenants  and  agrees  with  the  Seller  that:

     7.1  Consents.  The  Purchaser  shall  use its best efforts to obtain on or
          ---------
     prior  to  the  Closing Date, all consents necessary to the consummation of
     the  transactions  contemplated  hereby.


<PAGE>
     7.2  Breach of Agreement. The Purchaser shall not take any action which, if
          --------------------
     taken  prior  to  the  Closing  Date,  would  constitute  a  breach of this
     Agreement.

     7.3  Confidentiality.  The Purchaser shall, and shall cause its principals,
          ----------------
     officers  and  other  personnel  and authorized representatives to, hold in
     confidence,  and not disclose to any other party without the Seller's prior
     consent,  all  information  received by it from the Seller or its officers,
     directors,  employees,  agents, counsel and auditors in connection with the
     transactions  contemplated  hereby  except as may be required by applicable
     law  or  as  otherwise  contemplated  herein.

     7.4  Purchaser covenants that in completing this transaction it has or will
     comply  with  any  applicable  bulk  sale  or transfer laws of the state of
     Georgia.

     7.5 Purchaser covenants to pay immediately when due all attorneys' fees and
     costs  incurred  on  behalf  of  Seller,  Purchaser  and any successors and
     assigns  thereof, in the ongoing litigation styled Elite Communications, et
     al. v. Wade Allan Clark, Aeon Technologies, LLC, Aeon Management Ltd., Wade
     &  Jennifer  Clark  Irrevocable Trust, et al., In the 95h Judicial District
     Court  of  Dallas  County,  Texas,  referred  to  as  Cause  No.  05-12812.

                                  ARTICLE VIII

                                OTHER AGREEMENTS

     As  a  condition  to the Parties' obligation to consummate the transactions
contemplated  hereby:

     8.1  Employment.  Non-Com-petition  and  Incentive Compensation Agreements.
          ----------------------------------------------------------------------
     Wade Clark, and David Machovsky (collectively, the "MANAGERS") shall at the
     Closing,  execute and deliver the Employment, Non-Competition and Incentive
     Compensation Agreements in the forms of EXHIBIT "I" and EXHIBIT "J" hereto,
     respectively  (each  an  "EMPLOYMENT  AGREEMENT").

     8.2  Further  Assurances.  Subject  to  the  terms  and  conditions of this
          --------------------
     Agreement,  each  of the Parties hereto shall use its best efforts to take,
     or  cause  to  be  taken,  all  action, and to do, or cause to be done, all
     things  necessary,  proper  or  advisable  under  applicable Regulations to
     consummate  and  make  effective  the  transactions  contemplated  by  this
     Agreement.  If  at  any  time  after  the  Closing Date the Purchaser shall
     consider or be advised that any further deeds, assignments or assurances in
     law  or  in  any  other  things are necessary, desirable or proper to vest,
     perfect  or confirm, of record or otherwise, in the Purchaser, the title to
     any  property  or rights of any of the Seller acquired or to be acquired by
     reason  of,  or as a result of, the acquisition, the Seller agrees that the
     Seller  shall  execute  and  deliver all such proper deeds, assignments and
     assurances in law and do all things necessary, desirable or proper to vest,
     perfect  or  confirm  title to such property or rights in the Purchaser and
     otherwise  to  carry  out  the  purpose  of  this  Agreement.


<PAGE>
                                   ARTICLE IX

                 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

     Each  and  every  obligation of the Purchaser under this Agreement shall be
subject  to  the  satisfaction,  on  or  before the Closing Date, of each of the
following  conditions  unless  waived  in  writing  by  the  Purchaser:

     9.1  Representations  and  Warranties; Performance. The representations and
          ----------------------------------------------
     warranties  of  the  Seller contained in this Agreement and all information
     contained  in  any exhibit, schedule or attachment hereto or in any writing
     delivered  by, or on behalf of, the Seller shall be true and correct in all
     material  respects  when made and shall be true and correct in all material
     respects  on  the  Closing  Date  as  though then made, except as expressly
     provided  herein.  The  Seller  shall  have  performed  and complied in all
     material respects with all agreements, covenants and conditions required by
     this  Agreement  to  be  performed  and  complied with by them prior to the
     Closing  Date.  The  Seller  shall  have  delivered  to  the  Purchaser  a
     certificate  (which shall be addressed to the Purchaser), dated the Closing
     Date,  in  the  form  of  EXHIBIT  "K"  hereto,  ("Seller's  Certificate"),
     certifying  to  the  foregoing.

     9.2  Consents  and  Approvals.  The  Seller shall have obtained any and all
           -----------------------
     material  consents, approvals, orders, qualifications, licenses, permits or
     other  authorizations,  required  by all applicable Regulations, Orders and
     Contracts  of  the  Seller  or  binding  on their respective properties and
     assets,  with  respect  to  the  execution, delivery and performance of the
     Agreement  and  the  consummation  of the transactions contemplated hereby,
     including,  without  limitation,  any  consents  required  from any Bank or
     Financial  institution  utilized  by  Seller.

     9.3  Opinion  of the Seller's Counsel. The Purchaser shall have received an
          ---------------------------------
     opinion  of  the Seller's outside counsel addressed to the Purchaser, dated
     the  Closing  Date,  in  the  form  set  forth  on  SCHEDULE  9.3.

     9.4  No  Material Adverse Change. There shall have been no Material Adverse
          ---------------------------
     Change to the Assets since the date of this Agreement, which representation
     shall  be  attested  to  in  the  Seller's  Certificate.

     9.5  No Proceeding or Litigation. No preliminary or permanent injunction or
          ----------------------------
     other  Order,  decree  or ruling issued by any Authority, or any Regulation
     promulgated  or  enacted  by  any Authority shall be in effect, which would
     prevent  the  consummation  of  the  transactions  contemplated  hereby.

     9.6  Proceedings  and  Documents.  All  proceedings  in connection with the
          ----------------------------
     transactions contemplated hereby and all documents and instruments incident
     to such transactions shall be reasonably satisfactory in substance and form
     to  the  Purchaser  and  the Purchaser's counsel, and the Seller shall have
     made  available  to  the  Purchaser  for examination the originals or true,
     complete  and  correct  copies  of  all  records  and


<PAGE>
     documents  relating  to  the  assets  of the Seller which the Purchaser may
     reasonably  request  in  connection  with  said  transaction.

     9.7 Employment Agreements. The Seller shall have executed and delivered the
         ----------------------
     Employment  Agreements.

     9.8 Other Documents. The Seller shall furnish the Purchaser with such other
         ----------------
     and  further  documents  and certificates as the Purchaser shall reasonably
     request  to  evidence  compliance  with  the  conditions  set forth in this
     Agreement.

                                    ARTICLE X

                   CONDITIONS TO THE OBLIGATIONS OF THE SELLER

     Each  and  every  obligation  of  the  Seller under this Agreement shall be
subject  to  the  satisfaction,  on  or  before the Closing Date, of each of the
following  conditions  unless  waived  in  writing by the Seller, as applicable:

     10.1  Representations  and Warranties; Performance. The representations and
           ---------------------------------------------
     warranties of the Purchaser contained in this Agreement and all information
     contained  in  any exhibit, schedule or attachment hereto shall be true and
     correct in all material respects when made and shall be true and correct in
     all  material  respects  on the Closing Date as though then made, except as
     expressly  provided herein. The Purchaser shall have performed and complied
     in  all  material  respects  with  all agreements, covenants and conditions
     required by this Agreement to be performed and complied with by it prior to
     the  Closing Date. An officer of the Purchaser, shall have delivered to the
     Seller  a  certificate,  dated the Closing Date, in the form of EXHIBIT "L"
     hereto,  certifying  to  the  foregoing.

     10.2  Consents and Approvals. The Purchaser shall have obtained any and all
           -----------------------
     material  consents,  approvals,  subordinations,  orders,  qualifications,
     licenses,  permits  or  other authorizations with respect to the execution,
     delivery  and  performance  of  the  Agreement  and the consummation of the
     transactions  contemplated  hereby.

     10.3  Opinion of the Purchaser's Counsel. The Seller shall have received an
           -----------------------------------
     opinion  of  the Purchaser's outside counsel addressed to the Seller, dated
     the  Closing  Date,  in  the  form  set  forth  on  SCHEDULE  10.3.

     10.4 No Proceeding or Litigation. No preliminary or permanent injunction or
          ----------------------------
     other  Order,  decree  or ruling issued by any Authority, or any Regulation
     promulgated  or  enacted  by  any Authority shall be in effect, which would
     prevent  the  consummation  of  the  transactions  contemplated  hereby.

     10.5  Proceedings  and  Documents.  All  proceedings in connection with the
           ----------------------------
     transactions contemplated hereby and all documents and instruments incident
     to such transactions shall be reasonably satisfactory in substance and form
     to  the Seller and its counsel, and the Purchaser shall have made available
     to  the  Seller for examination the originals or true, complete and correct
     copies  of  all  records  and  documents  relating  to  the  business


<PAGE>
     and  affairs  of  the  Purchaser which the Seller may reasonably request in
     connection  with  said  transaction.

     10.6 Secretary's Certificate. The Seller shall have received a certificate,
          ------------------------
     substantially  in  the  form of EXHIBIT "M" hereto, of the secretary of the
     Purchaser,  as  to the charter and bylaws of the Purchaser, the resolutions
     adopted  by  the  directors and stockholders of the Purchaser in connection
     with  this  Agreement  and  the  incumbency  of  the  Purchaser's officers.

     10.7 Certificate of Good Standing. At the Closing, the Purchaser shall have
          -----------------------------
     delivered  to the Seller a certificate issued by Georgia Secretary of State
     evidencing  the good standing, with respect to both the conduct of business
     and  the  payment of all franchise taxes, of the Purchaser as of a date not
     more  than  thirty  (30)  days  prior  to  the  Closing  Date

     10.8  Employment Agreements. The Managers shall have executed and delivered
           ----------------------
     the  Employment  Agreements.

     10.9  Indemnification  Agreement.  The  Purchaser  shall  have executed and
           --------------------------
     delivered  the  Indemnification  Agreement.

     10.10  Registration Rights Agreement. The Purchaser shall have executed and
            ------------------------------
     delivered the Registration Rights Agreement attached hereto as EXHIBIT "H".

     10.11  Other  Documents.  The  Purchaser shall furnish the Seller with such
            -----------------
other  and  further  documents  and  certificates  including certificates of the
Purchaser's  officers  and others as Seller shall reasonably request to evidence
compliance  with  the  conditions  set  forth  in  this  Agreement.

                                   ARTICLE XI

                                     CLOSING

     11.1 Closing. Unless this Agreement shall have been terminated or abandoned
          --------
     pursuant  to  the  provisions  of ARTICLE XI, a closing of the transactions
     contemplated  by  this  Agreement (the "CLOSING") shall be held on the 30th
     day  of April, 2006, or on such other mutually agreed to date (the "CLOSING
     DATE").

     11.2 Intervening Litigation. If, prior to the Closing Date, any preliminary
          -----------------------
     or  permanent  injunction  or  other  Order  issued by a court of competent
     jurisdiction  or  by  any  other  Authority shall restrain or prohibit this
     Agreement or the consummation of the transactions contemplated herein for a
     period  of  fifteen  (15) days or longer, the Closing shall be adjourned at
     the  option of either party for a period of thirty (30) days. If at the end
     of  such  thirty-day  period  such  injunction or Order shall not have been
     favorably  resolved,  either  party  may,  by written notice thereof to the
     other,  terminate  this  Agreement, without liability or further obligation
     hereunder.

     11.3  Obligations  of Seller. On the Closing Date, the Seller shall execute
           -----------------------
     and  deliver  to  the  Purchaser  the  following:


<PAGE>
          (a)  A  Bill  of  Sale  substantially  in  the  form  attached to this
     Agreement  as  EXHIBIT  "N"  transferring  and  conveying the Assets to the
     Purchaser  and  any  such  other  documents  or instructions of conveyance,
     transfer  or assignment as shall be necessary or appropriate to vest in the
     Purchaser  full,  complete  and  good  title  to  the  Assets.

          (b)  A certificate of the General Partner of the Seller confirming the
     accuracy  as  of  the Closing Date of the warranties and representations of
     the Seller contained in this Agreement and the performance of ALL covenants
     and agreements of the Seller to be performed on or before the Closing Date;

          (c)  An  Assignment,  Assumption and Consent Agreement authorizing the
     assignment  of  the Contracts to the Purchaser in the form attached to this
     Agreement  as  EXHIBIT  "O".

     11.4 Obligations of Purchaser. On the Closing Date, the Purchaser shall pay
          -------------------------
     the Purchase Price as described in Article I1 and shall execute and deliver
     to  the  Seller  the  following:

          (a)  A  certificate  of  a  duly  authorized  officer of the Purchaser
     confirming  the  accuracy  as  of  the  Closing  Date of the warranties and
     representations  of  the  Purchaser  contained  in  this  Agreement and the
     performance  of  all  covenants  and  agreements  of  the  Purchaser  to be
     performed  on  or  before  the  Closing  Date;



                                   ARTICLE XII


                          TERMINATION PRIOR TO CLOSING

     12.1  Methods  of  Termination.  This  Agreement  may be terminated and the
           -------------------------
     transactions  herein  contemplated  may  be  abandoned  at  any  time:

        12.1.1 By  mutual  consent  of  the  Purchaser  and  the  Seller;

        12.1.2 By  the Seller  in writing, without  liability, if the  Purchaser
               shall  (a) fail to perform in any material respect its agreements
               contained  herein  required  to be performed by it on or prior to
               the  Closing  Date;  or  (b)  materially  breach  any  of  its
               representations,  warranties or covenants contained herein, which
               failure  or  breach  is  not cured within ten (10) days after the
               Seller has notified the Purchaser of its intent to terminate this
               Agreement  pursuant  to  this  Section  12.1.2;

        12.1.3 By  the Purchaser in  writing, without  liability, if the Seller
               shall  (a)  fail  to  perform  in  any  material  respect  their
               agreements  contained


<PAGE>
               herein  required  to  be  performed  by  them  on or prior to the
               Closing  Date;  or  (b)  materially  breach  any  of  their
               representations,  warranties or covenants contained herein, which
               failure  or  breach  is  not cured within ten (10) days after the
               Purchaser has notified the Seller of its intent to terminate this
               Agreement  pursuant  to  this  Section  12.1.3;

        12.1.4 By  either  the  Seller  or  the  Purchaser in writing, without
               liability,  if  there  shall  be  any  order, writ, injunction or
               decree  of any court or governmental or regulatory agency binding
               on  the  Purchaser,  the  Seller which prohibits or restrains the
               Purchaser,  the  Seller  from  consummating  the  transactions
               contemplated  hereby,  provided  that  the  Purchaser, the Seller
               shall  have used their reasonable, good faith efforts to have any
               such  order, writ, injunction or decree lifted and the same shall
               not  have been lifted within (thirty) 30 days after entry, by any
               such  court  or  governmental  or  regulatory  agency.

     12.2 Termination  of Obligations. Termination of this Agreement pursuant to
          ----------------------------
          this  ARTICLE  XII  shall  terminate  all  obligations  of the Parties
          hereunder,  except for the obligations under Sections 2.1.3, 6.5, 7.3,
          12.2,  and  13.13 hereof; provided, however, that termination pursuant
          to  Sections  12.1  -2,  12.1.3  or  12.1.5 hereof shall not relieve a
          defaulting  or  breaching  party from any liability to the other party
          hereto.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     13.1  The  Seller's  Amendment  to  Indemnify.  Subject  to  the  terms and
           ----------------------------------------
     conditions  set  forth herein, from and after the Closing, the Seller shall
     indemnify  and  hold harmless the Purchaser, their Affiliates, any of their
     respective  successors  or assigns and their respective directors, officers
     or  employees  (each  a "PURCHASER INDEMNIFIED PARTY") from and against all
     liability,  assessments,  losses,  charges,  costs and expenses (including,
     without  limitation,  interest, court costs, reasonable attorneys7 fees and
     expenses)  (collectively  "PURCHASER  DAMAGES")  incurred  by  a  Purchaser
     Indemnified  Party  as  a  result  of or arising out of (a) a breach of any
     representation  or  warranty contained in ARTICLE II or ARTICLE III of this
     Agreement;  or  (b)  any  breach of or noncompliance by the Seller with any
     covenant  or  agreement  contained  in  this  Agreement.

     13.2  The  Purchaser's  Agreement  to  Indemnify.  Subject to the terms and
           -------------------------------------------
     conditions  set  forth  herein,  from  and after the Closing, the Purchaser
     shall  indemnify  and  hold  harmless the Seller and its Affiliates, any of
     their  respective  successors  or  assigns  and their respective directors,
     officers  or employees (each a "SELLER INDEMNIFIED PARTY") from and against
     all liability, assessments, losses, charges, costs and expenses (including,
     without  limitation,  interest, court costs, reasonable attorneys' fees and
     expenses)  (collectively "SELLER DAMAGES") incurred by a Seller Indemnified
     Party  as  a result of or arising out of (a) a breach of any representation
     or  warranty contained in ARTICLE III and ARTICLE IV of this Agreement; (b)
     any  breach  of  or  noncompliance  by  the  Purchaser with any covenant or
     agreement contained in this Agreement; and (c) any liability of the Seller.
     (The  Purchaser  Indemnified  Parties  and  Seller  Indemnified Parties are
     sometimes  referred


<PAGE>
     to  collectively  herein  as the "INDEMNIFIED PARTIES," "PURCHASER DAMAGES"
     and  "SELLER  DAMAGES"  are  sometimes  referred  to collectively herein as
     "DAMAGES.").

     13.3  Limitations  on Indemnification. The Seller's obligation to indemnify
           --------------------------------
     Purchaser  Indemnified  Parties  pursuant  to  Section  13.1 hereof and the
     obligations  of  the  Purchaser  to  indemnify  Seller  Indemnified Parties
     pursuant  to Section 13.2 are subject to the following limitations, as well
     as  the  other  limitations  set  forth  in  this  ARTICLE  XIII:

        13.3.1 No  claim for  indemnification shall be  made against  the Seller
               unless the aggregate amount of Purchaser Damages exceeds $100,000
               and,  in  such event, indemnification shall be made by the Seller
               only to the extent that the aggregate amount of Purchaser Damages
               exceeds  $100,000.

        13.3.2 In  no  event  (a)  shall the  Seller's aggregate  obligation  to
               indemnify  Purchaser  Indemnified  Parties exceed $2,000,000, (b)
               shall  the  Purchaser's  aggregate  obligation  to  indemnify the
               Seller  Indemnified  Parties  exceed  $2,000,000  .

        13.3.3 The  amount of any Purchaser  Damages or Seller  Damages,  as the
               case may be, shall be reduced by (a) any amount actually received
               by  the  Indemnified  Parties  with  respect  thereto  under  any
               insurance  coverage or from any other party responsible therefor;
               and  (b)  the  amount of any Tax benefit actually received by the
               Indemnified  Parties  relating  thereto.  The Indemnified Parties
               shall use all reasonable efforts to collect any amounts available
               under  such  insurance coverage and from such other party alleged
               to  have  responsibility.  If  the Indemnified Parties receive AN
               amount  under  insurance  coverage  or from such other party with
               respect  to  Purchaser Damages or Seller Damages, as the case may
               be,  at  any  time  subsequent  to  any  indemnification provided
               pursuant  to  this ARTICLE XIII, then the Indemnified Party shall
               promptly reimburse the Indemnifying P a . for any payment made or
               expense  incurred  by  the  Indemnifying Party in connection with
               providing  such indemnification up to such amount received by the
               Indemnified  Party.

        13.3.4 No  party  shall  be  entitled  to  seek indemnification  to the
               extent it was aware of the matter giving rise to such claim prior
               to  Closing.

        13.3.5 The  Seller  may,  at its  option, pay any  Purchaser  Damages in
               cash  or  by  transfer  of  Common Stock having an aggregate fair
               market  value  equal  to  such Purchaser Damages. For purposes of
               this  Section  13.3.5,  the  "fair  market  value" of third party
               shares  shall  be the Market Price for such shares on the date of
               any  final  judgment  is entered or settlement is reached setting
               forth the total amount of the Purchaser Damages. The "fair market
               value"  of  shares  in the Corporation shall be the then existing
               issuance  value.


<PAGE>
     13.4 Third Party Indemnification. The obligations of the Seller, or the (as
          ----------------------------
          applicable, the "INDEMNIFYING PARTY") to indemnify Indemnified Parties
          under  Section 13.1 or Section 13.2 hereof, respectively, with respect
          to  Damages resulting from the assertion of liability by third parties
          (each,  as  the  case  may  be,  a  "CLAIM"),  shall be subject to the
          following  terms  and  conditions:

        13.4.1 Promptly  after receipt  by an Indemnified  Party of  notice by a
               third party of any complaint or the commencement of any action or
               proceeding  with  respect  to which such Indemnified Party may be
               entitled  to  receive  payment  from the other party for Damages,
               such  Indemnified  Party  shall, within ten (10) days, notify the
               Seller,  or  the Purchaser as the appropriate Indemnifying Party,
               of  such  complaint  or  of  the  commencement  of such action or
               proceeding;  provided, however, that the failure to so notify the
               Indemnifying  Party  shall  relieve  the  Indemnifying Party from
               liability  under  this  Agreement with respect to such claim only
               if,  and  only  to  the  extent  that, such failure to notify the
               Indemnifying  Party results in the forfeiture by the Indemnifying
               Party  of material rights and defenses otherwise available to the
               Indemnifying  Party  with respect to such claim. In addition, the
               Indemnified  Party  shall  provide  to  the Indemnifying Party as
               promptly  as  practicable  thereafter  such  information  and
               documentation  as may be reasonably requested by the Indemnifying
               Party  to support and verify. the claim asserted, so long as such
               disclosure would not violate the attorney-client privilege of the
               Indemnified  Party.  The  Indemnifying  Party  may  at its option
               undertake  the  defense  thereof  by  representatives  of its own
               choosing; provided, that any Indemnified Party may, in any event,
               at  its own expense, monitor and participate in, but not control,
               the  defense  of  such  claim.  If  the Indemnifying Party within
               thirty  (30)  days after notice of any such Claim fails to assume
               the  defense  of  such  Claim, the Indemnified Parties will (upon
               further  notice  to  the  Indemnifying  Party)  have the right to
               undertake  the defense, compromise or settlement of such claim on
               behalf  of  and  for the account and risk, and at the expense, of
               the  Indemnifying  Party;  provided, however, that as long as the
               Indemnifying  Party  is  reasonably  contesting any claim in good
               faith,  the  Indemnified Parties shall not pay or settle any such
               claim.

        13.4.2 Anything in this  Section 13.4  to the contrary  notwithstanding,
               the  Indemnifying  Party  shall  not enter into any settlement or
               compromise  of  any  action, suit or proceeding or consent to the
               entry  of  any  judgment  (a)  which  does  not  include  as  an
               unconditional  term  hereof  the  delivery  by  the  claimant  or
               plaintiff  to  the  Indemnified Parties of a written release fkom
               all  liability  in respect of such action, suit or proceeding; or
               (b)  for  other  than  monetary damages without the prior written
               consent  of  the  Indemnifying  Party, which consent shall not be
               unreasonably  withheld  or  delayed.

     13.5 Survival;  Time  to  Assert  Claims.
          ------------------------------------


<PAGE>
          13.5.1  The  representations,  warranties,  covenants  and  agreements
          contained  herein, except for covenants and agreements to be performed
          by  the  Parties prior to the Closing, will not be extinguished by the
          Closing  but  will survive the Closing, subject to the limitations set
          forth  in Section 13.5.2 below with respect to the time periods within
          which  claims  for  indemnity  must  be  asserted.  The  covenants and
          agreements  to  be performed by the parties prior to the Closing shall
          expire  at  the  Closing.

          13.5.2  All  claims  for indemnification under this ARTICLE XIII which
          are  not extinguished by the Closing in accordance with Section 13.5.1
          must  be  asserted  no  later  than one (1) year after the indemnified
          party  receives notice of accrual; provided, however, that claims with
          respect  to losses arising out of or related in any way to the matters
          described  in Sections 2.3, 12.1(i), 12.2(ii) or 12.2(iii) may be made
          without  limitation,  except  as  limited  by  law.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

     14.1  Amendment and Modification. Subject to applicable law, this Agreement
           ---------------------------
     may  be amended, modified and supplemented only by written agreement of the
     parties  hereto.

     14.2 Entire Agreement. This Agreement, including the schedules and exhibits
          -----------------
     hereto  and the documents, certificates and instruments referred to herein,
     embodies  the  entire  agreement and understanding of the parties hereto in
     respect  of  the transactions contemplated by this Agreement and supersedes
     all  prior  agreements,  representations,  warranties, promises, covenants,
     arrangements,  communications  and understandings, oral or written, express
     or  implied,  between  the  parties  with  respect  to  such  transactions,
     including,  without  limitation,  the  letter  of  intent  executed  by the
     parties,  dated  March  6,  2006. There are no agreements, representations,
     warranties, promises, covenants, arrangements or understandings between the
     parties  with  respect to such transactions, other than those expressly set
     forth  or  referred  to  herein.

     14.3  Certain  Definitions.
           ---------------------

          "Authority" means any governmental, regulatory or administrative body,
           ---------
     agency,  arbitrator  or  authority,  any  court  or judicial authority, any
     public,  private  or  industry  regulatory  agency,  arbitrator  authority,
     whether  international,  national,  federal,  state  or  local.

          "Average  Issue  Price Per Share" means the average price per share at
           -------------------------------
     which  a11  Common  Stock  was  issued  to  the  Seller  hereunder.

          "Base Value" means, with respect to Common Stock issued to the Seller,
          -----------
     the  value  of such stock determined by taking the price per share at which
     such stock was issued to the Seller and multiplying by the number of shares
     issued.


<PAGE>
          "Claim"  means  any  action,  claim,  obligation,  liability, expense,
           -----
     lawsuit,  demand,  suit,  inquiry,  hearing,  investigation,  notice  of  a
     violation,  litigation,  proceeding, arbitration, or other dispute, whether
     civil,  criminal,  administrative  or  otherwise,  whether  pursuant  to
     contractual  obligations  or  otherwise.

          "Common  Stock" means the common stock, $0.001 par value per share, of
           -------------
     Charys  Holding  Company,  Inc.

          "Contract"  means  any  agreement, contract, commitment, instrument or
           --------
     other  binding  arrangement  or  understanding,  whether  written  or oral.

          "Determination  Date"  means  the  date  which  is  365  days from the
           -------------------
     Effective  Date.

          "GAAP"  means  United States generally accepted accounting principles.
           ----

          "Guarantee"  means  any guarantee or other contingent liability (other
           ---------
     than  any  endorsement  for collection or deposit in the ordinary course of
     business),  direct  or  indirect with respect to any obligations of another
     Person,  through  an agreement or otherwise, including, without limitation,
     (a)  any endorsement or discount with recourse or undertaking substantially
     equivalent  to  or having economic effect similar to a guarantee in respect
     of  any  such  obligations;  and  (b)  any  Contract (i) to purchase, or to
     advance  or  supply  funds  for  the  payment  or  purchase  of,  any  such
     obligations;  (ii) to purchase, sell or lease property, products, materials
     or  supplies,  or  transportation  or services, in respect of enabling such
     other  Person  to  pay  any  such obligation or to assure the owner thereof
     against  loss  regardless  of  the delivery or nondelivery of the property,
     products,  materials or supplies or transportation or services; or (iii) to
     make  any  loan, advance or capital contribution to or other investment in,
     or  to  otherwise  provide funds to or for, such other Person in respect of
     enabling  such Person to satisfy an obligation (including any liability for
     a  dividend,  stock  liquidation payment or expense) or to assure a minimum
     equity,  working capital or other balance sheet condition in respect of any
     such  obligation.

          "Indebtedness" with respect to any Person means any obligation of such
           ------------
     Person  for  borrowed  money,  but  in  any  event  shall  include  (a) any
     obligation  incurred  for all or any part of the purchase price of property
     or  other assets or for the cost of property or other assets constructed or
     of  improvements  thereto,  other than accounts payable included in current
     liabilities  and  incurred in respect of property purchased in the ordinary
     course of business; (b) the face amount of all letters of credit issued for
     the account of such Person and all drafts drawn thereunder; (c) obligations
     (whether or not such Person has assumed or become liable for the payment of
     such  obligation)  secured by Liens; (d) capitalized lease obligations; and
     (e)  all  Guarantees  of  such  Person.

          "Lien"  means  any  security  interest,  lien,  mortgage,  pledge,
           ----
     hypothecation,  encumbrance,  Claim,  easement,  restriction or interest of
     another  Person  of  any  kind  or  nature.


<PAGE>
          "Market  Price"  shall be determined on the basis of: (a) the weighted
           -------------
     average  sale price of the Common Stock on the principal stock exchange, or
     the  National  Association  of  Securities  Dealers'  Automated  Quotation
     National  Market  System  ("NASDAQ/NMS"), as the case may be, on which such
     Common Stock is then listed or admitted to trading; (b) if the Common Stock
     is  not  then  listed  or  admitted to trading on any stock exchange or the
     NASDAQNMS,  as  the  case  may  be,  then  the average of the last reported
     closing bid and asked prices on such day in the over-the-counter market, as
     furnished  by the NASDAQ system or the National Quotation Bureau, Inc.; (c)
     if  neither NASDAQ nor the National Quotation Bureau is at the time engaged
     in  the business of reporting such prices, then as furnished by any similar
     firm  then  engaged  in  such  business;  or (d) if there is no such FM, as
     furnished  by  any member of the National Association of Securities Dealers
     ("NASD)  selected  by  the Purchaser, with the consent of the Seller (which
     consent  shall not be unreasonably refused or delayed), and which is not an
     affiliate  of  the  Purchaser.

          "Material  Adverse  Change"  means  any  developments or changes which
           -------------------------
     would  have  a  Material  Adverse  Effect.

          "Material  Adverse  Effect" means any circumstances, state of facts or
           -------------------------
     matters  which  might  reasonably  be  expected  to have a material adverse
     effect  on  the  business,  operations,  properties,  assets,  condition
     (financial  or  otherwise),  results,  plans,  strategies or prospects of a
     Person.

          "Occurrence"  means  any  accident, happening or event which occurs or
           ----------
     has  occurred  at  any  time prior to the Closing Date, which results in or
     could  result  in  a  claim against the Seller or creates or could create a
     liability  or  loss  for  the  Seller.

          "Order"  means  any  decree, judgment, award, order, injunction, rule,
           -----
     consent  of  or  by  an  Authority.

          "Person"  means  any  corporation,  partnership,  joint  venture,
           ------
     organization,  entity,  Authority  or  natural  person.

          "Proprietary  Rights" means any patent, patent application, copyright,
           -------------------
     trademark,  trade name, service mark, service name, trade secret, know-how,
     confidential  information  or  other  intellectual  property or proprietary
     rights.

          "Regulation"  means  any  law,  statute,  rule, regulation, ordinance,
           ----------
     requirement,  announcement  or  other binding action of or by an Authority.

          "Subsidiaries"  means with respect to a Person, any business entity of
           ------------
     which  more  than  fifty  percent (50%) of the voting stock or other equity
     interests  is  owned or controlled, directly or indirectly, by such Person.

          "Trading  Day"  means  any day of the week when the U.S. stock markets
           ------------
     are  open  for  business.


<PAGE>
     14.4  Notices.  Any  notice,  consent,  approval,  request, demand or other
           --------
     communication  required  or  permitted  hereunder  must be in writing to be
     effective  and  shall  be deemed delivered and received (a) if sent by hand
     delivery,  upon  delivery;  (b)  if  sent  by registered or certified mail,
     return  receipt  requested,  on  the date on which such mail is received as
     indicated in such RETURN receipt, or returned, if delivery is not accepted;
     (c) if delivered by a nationally recognized courier, one business day AFTER
     deposit  with  such  courier;  and  (d)  if sent by facsimile or electronic
     transmission,  in  each  case  upon  telephone  or  further  electronic
     communication  from  the recipient acknowledging receipt (whether automatic
     or  manual  from  recipient),  as  applicable,  addressed  as  follows:

          IF  TO  THE  SELLER:

          Mr.  Wade  Clark
          Aeon  Technologies,  Ltd.
          16901  N.  Dallas  Pkwy  Suite  105
          Addison,  TX  75001
          Facsimile:  (972) 735-8411

          With  a  copy  to:

          Charles  W.  Blount,  I11
          Underwood,  Perkins  and  Ralston,  P.C.
          5420  LBJ  Freeway,  Suite  1900
          Dallas,  Texas  75240
          Facsimile:  (972) 661-5691

          IF  TO  THE  PURCHASER:

          Billy  V.  Ray,  Jr.
          Contemporary  Constructors  Nevada,  Inc.
          1117  Perimeter  Center  West,  Suite  N4  15
          Atlanta,  Georgia  30338
          Facsimile:  (678) 443-2320

          WITH  A  COPY  TO  (WHICH  WILL  NOT  CONSTITUTE  NOTICE):

          Michael  Brenner
          Attorney  at  Law
          1643  North  Harrison  Parkway
          Sunrise  Florida  33323
          Facsimile:  (954) 838-7686

          (or  to  such  other  address  as  any party shall specifjr by written
          notice  so  given).

     The  evidence  of  forwarding  of  the notice provided hereinabove shall be
conclusive of such proper notice and any changes of address must be given in the
manner  provided  for  notice  herein.


<PAGE>
     14.5  Assignment.  This Agreement and all of the provisions hereof shall be
           -----------
     binding  upon  and  inure  to  the  benefit of the parties hereto and their
     respective successors and permitted assigns, but neither this Agreement nor
     any  of the rights, interests or obligations hereunder shall be assigned by
     any  of  the  parties hereto without the prior written consent of the other
     parties.

     14.6  Governing  Law.  This Agreement shall be governed by and construed in
           ---------------
     accordance with the internal laws of the State of Nevada, without regard to
     such  state's  principles  of  conflicts  of  laws

     14.7  Dispute  Resolution.  Any action or proceeding seeking to enforce any
           --------------------
     provision of, or based on any right arising out of, this Agreement, whether
     before or after the Closing, shall be brought in the courts of the State of
     Nevada,  County  of  Clark,  or in the United States District Court for the
     Northern  District  of  Nevada,  and  each  of  the parties consents to the
     jurisdiction  of  such courts (and the appropriate appellate courts) in any
     such  action  or proceeding and waives any objection to venue laid therein.
     Process  in  any action or proceeding referred to in the preceding sentence
     may  be  served  on  any  party  anywhere  in the world. Each party to this
     Agreement hereby knowingly, voluntarily and intentionally waives any rights
     it  may  have to a trial by jury in respect of any litigation (whether as a
     claim, counter-claim, affirmative defense, or otherwise) in connection with
     this  Agreement  and  the  transactions contemplated hereby. The prevailing
     party  to  any  such  litigation  shall  be  entitled to payment of all its
     reasonable  legal  fees and costs by the non-prevailing party. For purposes
     of  the  foregoing  sentence,  the  determination  of  which  party  is the
     "prevailing  party"  shall  be  made  in  accordance  with  federal  law.

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

     14.9 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.

     14.10 Binding Effect. This Agreement shall not be construed so as to confer
           ---------------
     any  right  or  benefit  upon any Person other than the signatories to this
     Agreement  and  each  of their respective successors and permitted assigns.

     14.11  Delays  or  Omissions.  No  delay or omission to exercise any right,
           -----------------------
     power or remedy accruing to any party hereto, upon any breach or default of
     any other party under this Agreement, shall impair any such right, power or
     remedy  of  such party nor shall it be construed to be a waiver of any such
     breach  or  default,  or  an  acquiescence therein, or of or in any similar
     breach  or default thereafter occurring; nor shall any waiver of any single
     breach  or  default  be  deemed  a  waiver  of  any other breach or default
     theretofore  or  thereafter  occurring.  Any  waiver,  permit,  consent  or
     approval  of  any kind or character on the party of any party hereto of any
     breach  or  default  under this Agreement, or any waiver on the part of any
     party  of  any  provisions  or conditions of this Agreement must be made in
     writing and shall be effective only to the extent specifically set forth in
     such


<PAGE>
     writing.  All  remedies, either under this Agreement or by law or otherwise
     afforded  to  any  party,  shall  be  cumulative  and  not  alternative.

     14.12  Severability.  Unless otherwise provided herein, if any provision of
            -------------
     this  Agreement  shall  be invalid, illegal or unenforceable, the validity,
     legality  and  enforceability  of the remaining provisions shall not in any
     way  be  effected  or  impaired  thereby.

     14.13 Expenses. Except AS otherwise set forth herein, the Purchaser and the
           ---------
     Seller  shall  each  bear  its  own expenses, including without limitation,
     legal  fees  and  expenses,  with  respect  to  this  Agreement  and  the
     transactions  contemplated  hereby.

                         [Signatures on Following Page]


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have made and entered into this
Agreement  the  date  first  hereinabove  set  forth.

                                        PURCHASER:

                                        CONTEMPORARY  CONSTRUCTORS
                                        NEVADA, INC., A NEVADA CORPORATION

                                        By:
                                              ---------------------------------
                                        Name: Billy V. Ray. Jr.
                                              -----------------
                                        Title:
                                              ---------------------------------

                                        CHARYS  HOLDING  COMPANY,  INC.,  A
                                        GEORGIA  CORPORATION

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

                                        SELLER: AEON TECHNOLOGIES, LTD., A TEXAS
                                        LIMITED  PARTNERSHIP

                                        By:   /s/ Wade Clark
                                              ---------------------------------
                                        Name: Wade Clark
                                        Title: General Partner


<PAGE>
                                    EXHIBIT A

                             EQUIPMENT AND SUPPLIES


<PAGE>
                                    EXHIBIT B

                                    CONTRACTS


<PAGE>
                                    EXHIBIT C

                                     LEASES


<PAGE>
                                    EXHIBIT D

                               ACCOUNTS RECEIVABLE


<PAGE>
                                    EXHIBIT E

                             SECURED PROMISSORY NOTE


<PAGE>
                                    EXHIBIT F

                               SECURITY AGREEMENT


<PAGE>
<TABLE>
<CAPTION>
                                   EXHIBIT G

                             PURCHASE PRICE FORMULA

Estimated Purchase Price
<S>                                     <C>           <C>           <C>                <C>

Projected 12 month EBITDA               $   522,000


Multiple                                          4


                                        ------------
ESTIMATED PURCHASE PRICE                $ 2,088,000




BASIS FOR INITIAL PAYMENT
INTRINSIC VALUE
Shareholder Equity                      $   600,000


Multiple                                          2


                                        ------------
Maximum Initial Payment                 $ 1,200,000


MODIFICATION BASED ON
QUALITY OF BALANCE SHEET


Total Assets                            $   990,000


Adjustments (from)

Accounts Receivable over 90             $   100,000
days
Receivables from related                $   138,000
parties
Refundable Deposit                      $         -

50% of Unbilled Revenue                 $         -

60% of Work in process                  $   100,000

Prepaid  expenses                       $     6,000

10% of A/P over 90 days                 $    20,000


<PAGE>
                                        ------------
Subtotal                                $   626,000

Adjustments (to)

Loans from related parties to           $   121,000
be eliminated/deferred at
acquisition
50% of Billings in excess of            $         -
cost
50 % of Unearned Revenue                $     1,200


                                        ------------
Total Adjusted Assets                   $   748,200
                                        ============




Quality ratio (can not exceed)
100%)
Total Adjusted Assets/Total                   75.58%
Assets
                                        ------------


Initial Payment                         $   906,909   $   906,909
                                        ------------


Balance of Estimated                    $ 1,181,091
Purchase Price


Actual EBITDA for                       $   531,000
Determination Period


Multiple                                          4


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

Final Purchase Price                    $ 2,124,000


Less: Initial Payment                   $   906,909

                                                           110.00%
                                        --------------------------


Balance due (limited to 110%            $ 1,217,091   $ 1,299,200
of Balance of Estimated
Purchase Price)
                                        ==========================


BALANCE PAID                            $ 1,219,091
                                        ------------


<PAGE>
Total Purchase Price Paid-              $ 2,124,000
Cash/Stock Payout terms to
be negotiated
                                        ============




EARN OUT CALCULATION


Revenue-Projection                      $10,000,000   $18,000,000   $     24,000,000


EBITDA- Projection            10.00%    $ 1,000,000   $ 1,800,000   $      2,400,000


Net Earnings - Projection      6.00%    $   600,000   $ 1,080,000   $      1,440,000



EARNOUT GOAL                            $   300,000   $   540,000   $        720,000



TOTAL EARNOUT GOAL                      $ 1,560,000


ACTUAL RESULTS


Revenue                                 $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




PERCENTAGE OF GOAL MET


Revenues                                     110.00%       100.00%             91.67%


EBITDA                                       100.00%       105.56%             91.87%


Net Earnings                                  90.00%       101.85%             97.22%


WEIGHTED CALCULATION FACTOR


<PAGE>
Revenues                                      10.00%        11.00%             10.00%      9.17%


EBITDA                                        60.00%        60.00%             63.33%     55.00%


Net Earnings                                  30.00%        15.00%             30.56%     29.17%


Calculation Factor                                          86.00%            103.89%     93.33%




Earnout - Cash/Stock Payout terms                     $   258,000   $        561,000   $672,000
to be negotiated


TOTAL EARNOUT ACHIEVED                                $ 1,491,000
                                                      ------------

TOTAL PURCHASE PRICE                                  $ 3,615,000
INCLUDING EARNOUT
                                                      ============
</TABLE>

<TABLE>
<CAPTION>
<S>                                     <C>           <C>           <C>                <C>        <C>          <C>
PURCHASE PRICE PAYOUT

Cash/Stock payout terms

Estimated purchase price                              $ 2,088,000

Initial payment                                       $   906,909

Initial Cash portion (4 yr                            $   226,727   $        226,727   $ 226,727   $ 226,727   $ 906,909
spread)
Stock portion (Stock  value $4/ shares                    295,273
share)
Earn out

50% cash                                                            $        129,000   $ 280,500   $ 336,000   $ 972,227

50% stock (at year end market shares (at$4)                         $         32,250      70,125      84,000     481,648
value)
</TABLE>


<PAGE>
                                    EXHIBIT H

                          REGISTRATION RIGHTS AGREEMENT

     THIS  AGREEMENT is entered into as of , 2006, by and between CHARYS HOLDING
COMPANY,  INC.,  a  Delaware corporation (the "Company"), and AEON TECHNOLOGIES,
LTD.,  a  Texas  limited  partnership  (the  "Holder").

     WHEREAS,  on  even  date  herewith  Charys Technology Group, Inc., a wholly
owned  subsidiary  of  the  Company,  executed  and delivered to the Holder that
certain Asset Purchase Agreement (the "Asset Purchase Agreement") whereby Charys
Technology  Group,  Inc.  agreed  to  have the Company issue to the Holder up to
_________  shares  of the Company's common stock, $.001 par value per share (the
"Company  Common  Stock"),  in part payment for assets purchased as described in
the  Asset  Purchase  Agreement;

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

Registration  Rights  Available.  Pursuant to the terms and conditions contained
--------------------------------
herein,  and  in the Asset Purchase Agreement, the Company agrees to provide the
Holder or any permitted assignee of the Holder (collectively, the "Holder") with
the  right  to  "piggyback"  (the  "Registration  Rights")  on a FIRM commitment
underwritten  offering  with  respect  to the Company Common Stock and any other
securities issued or issuable at any time or from time to time in respect of the
Company  Common  Stock  as  a result of a merger, consolidation, reorganization,
stock  split,  stock dividend, recapitalization or other similar event involving
the  Company  (collectively,  the  "Registrable  Securities").

Registration  Rights. With respect to the Registration Rights, the parties agree
---------------------
     as  follows:  Subject to Paragraph 2(b), the Company will (i) promptly give
     to  the  Holder  written  notice  of  any  registration  relating  to  an
     Underwritten  Public  Offering,  and (ii) include in such registration (and
     related  qualification under blue sky laws or other compliance) such of the
     Holder's  Registrable  Securities  as are specified in the Holder's written
     request  or requests, mailed in accordance with the terms of this Agreement
     within  30  days  after  the  date of such written notice from the Company.

     The right of the Holder to registration pursuant to the Registration Rights
     shall  be conditioned upon the Holder's participation in such underwriting,
     and  the  inclusion of the Registrable Securities in the underwriting shall
     be  limited  to the extent provided herein. The Holder shall (together with
     the  Company)  enter  into an underwriting agreement in customary form with
     the  managing  underwriter selected for the Underwritten Public Offering by
     the  Company. Notwithstanding any other provision of this Agreement, if the
     managing underwriter determines that marketing factors require a limitation
     of  the  number  of  the  Registrable  Securities  to  be underwritten, the
     managing  underwriter  may  limit some or all of the Registrable Securities
     that  may  be  included  in  the  registration  and the Underwritten Public
     Offering  as  follows: the number of the Registrable Securities that may be
     included  in  the  registration and the Underwritten Public Offering by the
     Holder  shall  be determined by multiplying the number of the shares of the
     Registrable Securities of all selling shareholders of the Company which the
     managing  underwriter  is


<PAGE>
     willing  to  include  in  such  registration  and  the  Underwritten Public
     Offering  times  a  fraction,  the  numerator of which is the number of the
     Registrable  Securities  requested  to be included in such registration and
     the  Underwritten  Public  Offering  by  the Holder, and the denominator of
     which  is  the total number of the Registrable Securities which all selling
     shareholders  of  the  Company  have  requested  to  be  included  in  such
     registration  and  the  Underwritten  Public  Offering.  To  facilitate the
     allocation  of  shares in accordance with the above provisions, the Company
     may  round the number of shares allocable to any such person to the nearest
     100  shares.  If  the  Holder  disapproves  of  the  terms  of  any  such
     underwriting,  it  may elect to withdraw therefrom by written notice to the
     Company  and  the  managing underwriter, delivered not less than seven days
     before  the  effective date of the Underwritten Public Offering. Any of the
     Registrable  Securities  excluded or withdrawn from the Underwritten Public
     Offering  shall  be  withdrawn  from  such  registration,  and shall not be
     transferred  in  a public distribution prior to 60 days after the effective
     date  of the Registration Statement relating thereto, or such other shorter
     period  of  time  AS  the  underwriters  may  require.

Registration  Procedure.  With respect to the Registration Rights, the following
------------------------
     provisions  shall  apply:  The  Holder shall be obligated to furnish to the
     Company  and  the  underwriters  such information regarding the Registrable
     Securities  and  the  proposed  manner  of  distribution of the Registrable
     Securities  as  the Company and the underwriters may request in writing and
     as  shall be required in connection with any registration, qualification or
     compliance refined to herein and shall otherwise cooperate with the Company
     and the underwriters in connection with such registration, qualification or
     compliance.

     With  a  view  to  making  available  the  benefits  of  certain  rules and
     regulations of the Securities and Exchange Commission (the "SEC") which may
     at any time permit the sale of any Restricted Securities AS defined in Rule
     144  ("Rule  144") promulgated under the Securities Act of 1933, AS amended
     (the  "Securities  Act")  to  the  public without registration, the Company
     agrees  to  use  its  best  lawful  efforts  to:

          Make  and  keep  public  information  available.  as  those  terms are
          ----------------------------------------------------------------------
          understood  and  defined  in  Rule  144  at all times during which the
          ----------------------------------------------------------------------
          Company  is  subject  to  the reporting requirements of the Securities
          ----------------------------------------------------------------------
          Exchange  Act  of 1934. as amended (the "Exchange Act"); File with the
          ----------------------------------------------------------------------
          SEC in a timely manner all reports and other documents required of the
          ----------------------------------------------------------------------
          Company  under  the  Securities Act and the Exchange Act (at all times
          ----------------------------------------------------------------------
          during  which  the Company is subject to such reporting requirements);
          ----------------------------------------------------------------------
          and
          ---
          So  long  as  the Holder owns any Restricted Securities. to furnish to
          ----------------------------------------------------------------------
          the Holder upon request a written statement from the Company as to its
          ----------------------------------------------------------------------
          compliance with the reporting requirements of Rule 144 and with regard
          ----------------------------------------------------------------------
          to  the Securities Act and the Exchange Act (at all times during which
          ----------------------------------------------------------------------
          the  Company is subject to such reporting requirements), a copy of the
          ----------------------------------------------------------------------
          most  recent annual or quarterly report of the Company. and such other
          ----------------------------------------------------------------------
          reports  and  documents  of  the  Company and other information in the
          ----------------------------------------------------------------------
          possession  of  or  reasonably obtainable by the Company as the Holder
          ----------------------------------------------------------------------
          may reasonably request in availing itself of any rule or regulation of
          ----------------------------------------------------------------------
          the  SEC allowing the Holder to sell any Restricted Securities without
          ----------------------------------------------------------------------
          registration.
          -------------

     The  Company  agrees  that  it  will  furnish  to the Holder such number of
     prospectuses meeting the requirements of Section 10(a)(3) of the Securities
     Act,  offering  circulars  or other documents incident to any registration,
     qualification  or  compliance  referred  to  herein  as provided or, if not
     otherwise provided, as the Holder from time to time may reasonably request.

     All  expenses  (except  for  any  underwriting  and  selling  discounts and
     commissions and legal fees for the Holder's attorneys) of any registrations
     permitted  pursuant  to  this  Agreement  and of all other offerings by the
     Company  (including, but not limited to, the expenses of any qualifications
     under  the  blue  sky  or  other  state securities laws and compliance with
     governmental  requirements  of  preparing  and  filing  any  post-effective
     amendments  required  for  the  lawful  distribution  of  the  Registrable
     Securities to the public in connection with such registration, of supplying
     prospectuses,  offering  circulars  or other documents) will be paid by the
     Company.


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

     The Company shall notify each Holder of Registrable Securities covered by a
     Registration  Statement, during the time when a prospectus relating thereto
     is  required  to be delivered under the Securities Act, of the happening of
     any  event as a result of which the prospectus included in the Registration
     Statement,  as  then  in effect, includes an untrue statement of a material
     fact  or  omits  to  state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in the light of the
     circumstances  then  existing.

Blackout  Period.  At  any  time  after  the  effective date of the Registration
Statement,  if  the  Company  gives to the Holder a notice pursuant to Paragraph
3(F)  hereof  and stating that the Company requires the suspension by the Holder
of  the distribution of any of the Registrable Securities, then the Holder shall
cease  distributing  the  Registrable  Securities  for  such period of time (the
"Blackout  Period"),  not  to exceed 120 days from the time notice is sent until
the  Company  informs  the  Holder that the Blackout Period has been terminated.
Upon  notice by the Company to the Holder of such determination, the Holder will
(a)  keep  the  fact of any such notice strictly confidential, (b) promptly halt
any  offer,  sale,  trading or transfer of any of the Registrable Securities for
the duration of the Blackout Period, and (c) promptly halt any use, publication,
dissemination  or  distribution  of  each  prospectus  included  within  the
Registration Statement, and any amendment or supplement thereto by it and any of
its  affiliates  for  the  duration  of  the  Blackout  Period.

Lock-Up. In connection with any Underwritten Public Offering, the Holder agrees,
--------
if  requested,  to execute a lockup letter addressed to the managing underwriter
in  customary  form agreeing not to sell or otherwise dispose of the Registrable
Securities  owned  by  the  Holder  (other  than any that may be included in the
offering)  for  a  period  not  exceeding  180  days.

Delay  of  Registration  No.  Holder  shall  have any right to obtain or seek an
-----------------------
injunction restraining or otherwise delaying any registration of the Registrable
Securities as the result of any controversy that might arise with respect to the
interpretation  or  implementation  of  this  Agreement.

Indemnification  by  the  Company.  In  the  event  of  any  registration of the
----------------------------------
Registrable  Securities of the Company under the Securities Act, pursuant to the
terms  of  this Agreement, the Company agrees to indemnity and hold harmless the
Holder  and each other person who participates as an underwriter in the offering
or  sale  of  the  Registrable  Securities  against any and all claims, demands,
losses,  costs,  expenses,  obligations, liabilities, joint or several, damages,
recoveries  and  deficiencies, including interest, penalties and attorneys' fees
(collectively  the  "Claims"),  to  which the Holder or any such underwriter may
become  subject  under the Securities Act or otherwise, insofar as the Claims or
actions  or  proceedings,  whether  commenced  or threatened, in respect thereto
arise out of or are based on any untrue statement or alleged untrue statement of
any  material  fact  contained  in  any  Registration  Statement under which the
Holder's  Registrable  Securities  were registered under the Securities Act, any
preliminary  prospectus,  final  prospectus  or  summary  prospectus  contained
therein,  or  any  amendment  or  supplement thereto, or any omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary  to  make  the statements therein not misleading, and the Company will
reimburse  the  Holder and each such underwriter for any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
Claim  or  action  or  proceeding  in respect thereto; provided that the Company
shall  not  be liable in any such CASE to the extent that any Claim or action or
proceeding  in respect thereof or expense arises out of or is based on an untrue
statement  or  alleged  untrue statement or omission or alleged omission made in
the  Registration  Statement, any such preliminary prospectus, final prospectus,
summary  prospectus,  amendment  or  supplement in reliance on and in conformity
with  written  information  furnished  to the Company through an instrument duly
executed  by  the  Holder  specifically  stating  that  it  is  for  use  in the
preparation  thereof.  Such  indemnity  shall  remain  in  full force and effect
regardless  of  any investigation made by or on behalf of the Holder or any such
underwriter  and  survive  the  transfer  of  the  Registrable Securities by the
Holder.

Indemnification  by  the  Holder.  The  Company  may  require, as a condition to
---------------------------------
including  the  Registrable  Securities  in  any  Registration  Statement  filed
pursuant  to this Agreement, that the Company shall have received an undertaking


<PAGE>
satisfactory  to it from the Holder, to indemnify and hold harmless (in the same
manner  and  to the same extent as set forth in Paragraph 7 hereof) the Company,
each  director  and  officer  of  the Company and each other person, if any, who
controls  the  Company within the meaning of the Securities Act, with respect to
any  statement  or  alleged  statement  or  alleged  statement in or omission or
alleged  omission  from  the  Registration Statement, any preliminary prospectus
contained  therein, or any amendment or supplement thereto, if such statement or
alleged statement or omission or alleged omission was made in reliance on and in
conformity  with  written  information  furnished  to  the  Company  through  an
instrument  duly  executed by the Holder specifically stating that it is for use
in  the preparation of the Registration Statement, preliminary prospectus, final
prospectus,  summary  prospectus,  amendment  or supplement. Notwithstanding the
foregoing, the maximum liability hereunder which the Holder shall be required to
suffer  shall  be limited to the net proceeds to the Holder from the Registrable
Securities  sold by the Holder in any such offering. Such indemnity shall remain
in  full  force and effect, regardless of any investigation made by or on behalf
of  the  Company  or  any such director, officer or controlling person and shall
survive  the  transfer  of  the  Registrable  Securities  by  the  Holder.

Notice  of  Claims.  Promptly after receipt by an indemnified party of notice of
-------------------
the commencement of any action or proceeding involving a Claim, such indemnified
party  will, if a claim in respect thereof is to be made against an indemnifying
party,  give  written  notice  to the latter of the commencement of such action,
provided  that  the  failure of any indemnified party to give notice as provided
herein  shall  not  relieve the indemnifying party of its obligations under this
Agreement  except  to  the  extent  that  the  indemnifying  party  is  actually
prejudiced  by  such  failure to give notice. In case any such action is brought
against  an  indemnifying  party,  unless in such indemnified party's reasonable
judgment  a  conflict  of  interest  between  such  indemnified and indemnifying
parties may exist in respect of a Claim the indemnifying party shall be entitled
to  participate  in  and  to  assume the defense thereof, jointly with any other
indemnifying  party  similarly  notified  to  the  extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the  indemnifying  party  to such indemnified party of its election so to assume
the  defense  thereof,  the  indemnifying  party  shall  not  be  liable to such
indemnified  party  for any legal or other expenses subsequently incurred by the
latter  in  connection  with  the defense thereof other than reasonable costs of
investigation.  No  indemnifying  party  shall,  without  the  consent  of  the
indemnified party, consent to entry of any judgment or enter into any settlement
that  does  not  include  as  an  unconditional  term  thereof the giving by the
claimant  or plaintiff to such indemnified party of a release from all liability
in  respect  of  a  Claim.

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

Assignment  of  Registration Rights. The rights to cause the Company to register
------------------------------------
Registrable  Securities pursuant to this Agreement may be assigned by the Holder
to  a transferee or assignee of such securities who shall, upon such transfer or
assignment,  be  deemed a Holder under this Agreement; provided that the Company
is  furnished  with written notice of the name and address of such transferee or
assignee  and  the Registrable Securities with respect to which the Registration
Rights  are  being  assigned;  provided,  further, that such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and that such transferee or assignee is either (a) a member of the immediate
family  or  a trust for the benefit of any Holder that is an individual or (B) a
transferee  or  assignee  that after the transfer or assignment holds all of the
Registrable  Securities.

Termination  of  this  Amendment. This Agreement shall terminate with respect to
---------------------------------
the  Holder  when  all  of  the  Registrable  Securities have been registered as
provided  herein.

No  Contracts,  Arrangements,  Understandings  or  Relationships with Respect to
--------------------------------------------------------------------------------
Securities.  There  are  no  contracts,  arrangements,  understandings  or
relationships  (legal or otherwise) by any party to this Agreement, or any other
person  with respect to the Company Common Stock, or any other securities of the
Company,  including  but not limited to transfer or voting of any of the Company
Common  Stock,  or  any  other  securities  of the Company, finder's fees, joint
ventures,  loan  or  option  arrangements, puts or calls, guarantees of profits,
division  of  profits  or  loss,  or  the  giving  or  withholding  of  proxies.

Attorneys'  Fees.  In  the  event  that it should become necessary for any party
-----------------
entitled  hereunder to bring suit against any other party for enforcement of the
covenants contained herein, the parties hereby covenant and agree that the party
who  is  found  to be in violation of this Agreement shall also be liable to the
other  parties for all reasonable attorneys' fees and costs of court incurred by
such  other  parties.

Arbitration.  Any  controversy  or  claim  arising  out  of  or relating to this
------------
Agreement,  or the breach, termination, or validity thereof, shall be settled by
final  and  binding  arbitration  in  accordance with the Commercial Arbitration
Rules  of the American Arbitration Association ("AAA Rules") in effect as of the
effective  date  of  this  Agreement.


<PAGE>
The  American  Arbitration Association shall be responsible for (a) appointing a
sole  arbitrator,  and  (B)  administering  the  case in accordance with the AAA
Rules.  The  sites  of  the  arbitration  shall  be  Atlanta,  Georgia. Upon the
application of either party to this Agreement, and whether or not an arbitration
proceeding  has  yet  been  initiated, all courts having jurisdiction hereby are
authorized  to:  (x)  issue  and  enforce  in  any lawful manner, such temporary
restraining orders, preliminary injunctions and other interim measures of relief
AS may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate  pending  the conclusion of arbitration proceedings pursuant to this
Agreement;  and  (y)  enter  and enforce in any lawful manner such judgments for
permanent  equitable  relief  as  may  be necessary to prevent harm to a party's
interest  or  as otherwise may be appropriate following the issuance of arbitral
awards  pursuant  to  this  Agreement.  Any  order  or  judgment rendered by the
arbitrator  may  be  entered  and  enforced  by  any  court  having  competent
jurisdiction.

Benefit.  All  the  terms and provisions of this Agreement shall be binding upon
--------
and  inure to the benefit of and be enforceable by the parties hereto, and their
respective  heirs,  executors,  administrators,  personal  representatives,
successors  and  permitted assigns. Notwithstanding anything herein contained to
the  contrary,  the Company shall have the right to assign this Agreement to any
party  without  the  consent  of  the  Holder.

Conflict.  Notwithstanding  anything  herein  contained  to the contrary, in the
---------
event  of any conflict between the terms of the Asset Purchase Agreement or this
Agreement,  the  terms  of  this  Agreement  shall  control.

Notices.  All  notices,  requests,  demands,  and other communications hereunder
--------
shall  be in writing and delivered personally or sent by registered or certified
United States mail, return receipt requested with postage prepaid, by facsimile,
or  by  e-mail,  if  to  the  Company,  addressed  to Mr. Billy Ray at ________,
telecopier  (___)_______  ,  and  if  to  the  Holder, addressed to _________ at
_______  ,  telecopier (___)_______ , and e-mail _________. Any party may change
its address for purposes of receiving notices pursuant to this Agreement upon 10
days  written  notice.

Construction.  Words  of  any  gender  used  in this Agreement shall be held and
-------------
construed to include any other gender, and words in the singular number shall be
held  to  include  the  plural,  and  vice  versa,  unless  the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

Waiver.  No  course of dealing on the part of any party hereto or its agents, or
-------
any  failure  or  delay  by any such party with respect to exercising any right,
power or privilege of such party under this Agreement or any instrument referred
to  herein shall operate as a waiver thereof, and any single or partial exercise
of  any  such  right,  power  or privilege shall not preclude any later exercise
thereof  or  any  exercise  of  any other right, power or privilege hereunder or
thereunder.

Cumulative  Rights. The rights and remedies contained in this Agreement shall be
------------------
cumulative  and  the  exercise  or  partial exercise of any such right or remedy
shall  not  preclude  the  exercise  of  any  other  right  or  remedy.

Invalidity.  In  the  event  any one or more of the provisions contained in this
-----------
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the  other  provisions  of  this  Agreement  or  any  such  other  instrument.

General  Assurances.  The parties agree to execute, acknowledge, and deliver all
--------------------
such  further  instruments,  and  do all such other acts, as may be necessary or
appropriate  in  order  to  carry out the intent and purposes of this Agreement.

Time  of  the  Essence.  Time  is  of  the  essence  of  this  Agreement.
-----------------------

Headings.  The headings used in this Agreement are for convenience and reference
---------
only  and  in  no  way define, limit, amplify or describe the scope or intent of
this  Agreement,  and  do  not  effect  or  constitute a part of this Agreement.

Excusable  Delay. The parties shall not be obligated to perform and shall not be
-----------------
deemed  to  be  in  default  hereunder,  if  the  performance  of a non-monetary
obligation  required  hereunder  is  prevented  by  the occurrence of any of the
following,  other  than  as  the  result of the financial inability of the party
obligated  to  perform:  acts  of  God,  strikes,  lock-outs,  other  industrial
disturbances,  acts  of  a public enemy, war or war-like action (whether actual,
impending  or  expected  and  whether  de jure or de facto), acts of terrorists,
arrest  or  other  restraint  of  governmental  (civil  or military), blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive contamination or other causes, whether of the kind herein enumerated
or  otherwise,  that are not reasonably within the control of the party claiming
the  right  to  delay  performance  on  account  of  such  occurrence.

No Third-Party Beneficiary. Any agreement to pay an amount and any assumption of
---------------------------
liability contained in this Agreement, express or implied, shall be only for the
benefit  of  the  undersigned  parties  and  their  respective


<PAGE>
successors  and assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be  deemed  to  be  a  third-party  beneficiary  of  this  Agreement.

Governing  law;  Jurisdiction. This Agreement shall be governed by and construed
------------------------------
in  accordance  with  the  laws  of  the  State of Georgia without regard to any
conflicts  of  laws provisions thereof. Each party hereby irrevocably submits to
the  personal  jurisdiction  of  the  United  States  District  Court located in
Atlanta,  Georgia,  as well as of the Superior Courts of the State of Georgia in
Fulton  County,  Georgia  over  any suit, action or proceeding arising out of or
relating to this Agreement. Each party hereby irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying  of  the  venue  of  any  such  mediation,  arbitration,  suit, action or
proceeding  brought  in  any  such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

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

Entire  Amendment.  This  instrument  contains  the  entire understanding of the
------------------
parties  with  respect  to  the  subject  matter  hereof, and may not be changed
orally,  but  only  by  an  instrument  in writing signed by each of the parties
hereto.

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

                                     CHARYS  HOLDING  COMPANY,  INC.


                                     By
                                       -----------------------------------------
                                       Billy  Ray,  President


                                     AEON  TECHNOLOGIES,  LTD.

                                     By
                                       --------------------
                                       Wade  Clark,  General  Partner


<PAGE>
                                    EXHIBIT I

                         EMPLOYMENT AGREEMENT WADE CLARK


<PAGE>
                                    EXHIBIT J

                      EMPLOYMENT AGREEMENT DAVID MACHOVSKY


<PAGE>

                                    EXHIBIT K

                              SELLER'S CERTIFICATE


<PAGE>
                                    EXHIBIT L

                             PURCHASER'S CERTIFICATE


<PAGE>
                                    EXHIBIT M

                        PURCHASER'S SECRETARY CERTIFICATE


<PAGE>
                                    EXHIBIT N

STATE  OF  GEORGIA

COUNTY  OF  FULTON

                                  BILL OF SALE
                                  ------------

     This  Bill  of  Sale  is made this ___ day of _______, 2006, by and between
AEON  TECHNOLOGIES,  LTD.,  a  Texas limited partnership (the "Transferor"), and
CONTEMPORARY CONSTRUCTORS NEVADA, INC., a Nevada corporation (the "Transferee").

     This  Bill  of  Sale  is  being  delivered  pursuant to a Purchase and Sale
Agreement  (the  "Agreement") entered into by and between the Transferor and the
Transferee,  on  June 22, 1998. Under the terms of the Agreement, the Transferor
has  agreed to sell, transfer and convey to the Transferee certain assets of the
Transferor  for  a  purchase  price  set  forth  in  the  Agreement.

     For  and in consideration of the Purchase Price and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Transferor  has  sold,  transferred  and  conveyed and by this Bill of Sale does
hereby  sell,  transfer and convey to the Transferee, its successors and assigns
forever,  all  of the assets of the Transferor, including but not limited to the
following:

     (1)     All  of  the  Seller's  rights,  title  and  interest in and to the
equipment,  fixtures  and  supplies  described  on  EXHIBIT  A  attached to this
Agreement  (the  "Equipment  and  Supplies").

     (2)     All  of  the  Seller's  right  title  and interest to the contracts
attached  hereto  as  EXHIBIT  B  to  this  Agreement  (the  "Contracts").

     (3)     All  of the Seller's right, title and interest in and to the Leases
to  which Seller is a party, copies of which are attached as EXHIBIT "C" hereto.

     (4)     All  of  the  Seller's  right,  title  and  interest  in and to any
accounts  receivable  of  the Seller, specifically listed on EXHIBIT "D" hereto.

     (5)     All  intellectual property owned by Seller and related to the above
described  assets.


<PAGE>
     The  Transferor  does  for  itself  and  its  successors and assigns hereby
covenant  with  Transferee  that  it  is the lawful owner of the property hereby
sold,  transferred  and  conveyed;  that  such  property  is  the  subject of no
mortgage,  pledge, lien, conditional sale agreement, encumbrance or charge; that
the  Transferor  has  the right to sell, transfer, assign and convey the same as
herein provided, and that it will warrant and defend the same against all lawful
claims  and  demands  of  all  persons,  firms,  associates  and  corporations.

     All  of  the  terms  and  provisions  of  the  Agreement  shall survive the
execution  and delivery of this Bill of Sale and the closing of the transactions
contemplated  by  the  Agreement.

     This  Bill  of Sale and the covenants and agreements herein contained shall
inure  to  the benefit of and shall bind the Transferor and Transferee and their
respective  successors  and  assigns.

     IN  WITNESS WHEREOF, Transferor has CAUSED this Bill of Sale to be executed
and delivered by its general partner thereunto duly authorized as of the day and
year  first  above  written.

Signed, sealed and delivered in         AEON TECHNOLOGIES, LTD., a Texas limited
                                             partnership

the  presence  of:


                                        By:
----------------------------------         -------------------------------------
Witness                                 Its: General  Partner
                                             ----------------

                                         Attest:
----------------------------------              --------------------------------
Notary  Public                                     Secretary

                                                           [CORPORATE SEAL]


<PAGE>
                                    EXHIBIT O

                   ASSIGNMENT, ASSUMPTIONANDCONSENT AGREEMENT
                   ------------------------------------------

     This  Assignment  made  this  month ________ on this day ___________, 2006,
between AEON TECHNOLOGIES, LTD., a Texas limited partnership (hereinafter called
"Assignor"),  and  CONTEMPORARY  CONSTRUCTORS  NEVADA, INC. a Nevada corporation
(hereinafter  called  "Assignee").

                                    RECITALS

WHEREAS,  an  Asset  Purchase Agreement was entered into on ________,2006 by and
between  Assignor  (said  agreement  and D exhibits and amendments thereto being
attached  hereto  as Exhibit "A" and hereinafter referred to as the "Contract");
and

WHEREAS,  Assignor  desires  to assign its rights under the Contract and to have
________  consent  to  such assignment so that the Assignor will have no further
obligation  or  liability  under  the  Contract.

                                   ASSIGNMENT

     NOW,  THEREFORE,  for an in consideration of Ten Dollars ($10.00) and other
good and valuable consideration the receipt of which is hereby acknowledged, and
the  agreement  of  the  Assignee,  hereinafter  set  forth, the Assignor hereby
assigns  and  transfers  to  the Assignee and its successors and assigns, all of
Assignor's  right,  title  and  interest  in  and  to  the Contract hereinbefore
described,  and the Assignee hereby agrees to and does accept the assignment and
in  addition  expressly  assumes and agrees to keep, perform and fulfill all the
terms,  covenants, conditions and obligations required to be kept, including the
making  of  all  payments due to or payable on behalf of the Assignor under said
Contract  when  due  and  payable.

                              BINDING ON SUCCESSORS

     This  agreement shall be binding on and inure to the benefit of the parties
hereto,  their  successors-in-interest  and  assigns.

     EXECUTED  the  day  and  year  first  above  written.


                                            ASSIGNOR:

                                            AEON  TECHNOLOGIES,  LTD.

                                            By:
                                                 ------------------------------
                                            Its: General  Partner
                                                 ----------------

                                                        [CORPORATE  SEAL]


<PAGE>
                                            ASSIGNEE:

                                            CONTEMPORARY  CONSTRUCTORS  NEVADA,
                                              INC.

                                            By:
                                                 ------------------------------
                                            Its: President
                                                 ---------

                                                        [CORPORATE  SEAL]




By  execution  below,  _____ hereby consents to and accepts this Assignment, and
hereby  releases  Assignor  from  any  further liability or obligation under the
Contract.

                                            ACCEPTED  BY:




                                            By:
                                                 ------------------------------
                                            Its:
                                                 ------------------------------

                                                        [CORPORATE  SEAL]


<PAGE>
                                 SCHEDULE 2.2.2

                  SELLER'S SPECIAL PURPOSE FINANCIAL STATEMENT


<PAGE>
                                  SCHEDULE 3.3

            CONTRACT DEFAULTS, LIENS, AND LEGAL AUTHORITIES OF SELLER


<PAGE>
                                 SCHEDULE 3.4.1

                          SELLER'S FINANCIAL STATEMENTS


<PAGE>
                                 SCHEDULE 3.4.1

                          SELLER'S FINANCIAL STATEMENTS


<PAGE>
                                 SCHEDULE 3.4.2

                        ADDITIONAL DEBTS AND LIABILITIES


<PAGE>
                             SCHEDULE 3.5.1(A) - (D)

                              ADDITIONAL CONTRACTS


<PAGE>
                                 SCHEDULE 3.6.1

                                  TITLE DEFECTS


<PAGE>
                                  SCHEDULE 3.63

                                LITIGATION CLAIMS


<PAGE>
                                SCHEDULE 3.6.4.1

                             ADDITIONAL TRADE NAMES


<PAGE>
                                SCHEDULE 3.6.4.2

                            PROPRIETARY RIGHTS CLAIMS


<PAGE>
                                  SCHEDULE 5.2

                       STOCK OPTIONS AND CONVERSION RIGHTS


<PAGE>
                                  SCHEDULE 5.4

            CONTRACT DEFAULTS, LIENS, LEGAL AUTHORITIES OF PURCHASER


<PAGE>
                                 SCHEDULE 5.5.1

                             ACCOUNTING REQUIREMENTS


<PAGE>
                                  SCHEDULE 9.3

                           OPINION OF SELLER'S COUNSEL


<PAGE>
                                  SCHEDULE 10.3

                         OPINION OF PURCHASER'S COUNSEL