***Execution
      Copy***





**AMENDED
      AND RESTATED**


**REGISTRATION
      RIGHTS AGREEMENT**





THIS
      AMENDED AND RESTATED REGISTRATION
      RIGHTS AGREEMENT (this “**Agreement**”), dated as of April 5, 2007,
      is by and among Charys Holding Company, Inc., a Delaware corporation (the
“**Company**”), and the undersigned holders.





WHEREAS:





A.           Pursuant
      to a Registration Rights Agreement, dated as of August 30, 2006 (the
“**Existing Registration Rights Agreement**”), by and among the
      Company and the holders named therein, the Company was obligated to register
      the
      shares of the Company’s common stock, par value $0.001 per share (the
“**Common Stock**”), into which certain of the notes and warrants
      held by such holders were convertible or exercisable;





B.           The
      Company has not timely fulfilled its registration obligations under the Existing
      Registration Rights Agreement and has requested that the registration deadline
      be extended as set forth herein; and





C.           The
      Existing Registration Rights Agreement may be amended in writing by the Company
      and the Required Holders (as defined below), and the undersigned holders
      constitute the Required Holders;





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 are hereby acknowledged,
      the
      Company and each of the undersigned holders hereby agree that the Existing
      Registration Rights Agreement is hereby amended and restated in its entirety
      to
      read as follows:





1.           DEFINITIONS.





Capitalized
      terms used herein and not
      otherwise defined herein shall have the respective meanings set forth in the
      Securities Purchase Agreement (as defined below), by and among the Company
      and
      the holders named therein.  As used in this Agreement, the following
      terms shall have the following meanings:





a.           “**Amendment
      Agreement**” means the Amendment Agreement, dated as of the date hereof,
      by and among the Company and the holders named therein.





b.           “**Business
      Day**” means any day other than Saturday, Sunday or any other day on
      which commercial banks in The City of New York are authorized or required by
      law
      to remain closed.





c.           “**Conversion
      Shares**” means the shares of Common Stock into which the Notes are
      convertible.





d.           “**Effective
      Date**” means the date that the Registration Statement has been declared
      effective by the SEC.





e.           “**Effectiveness
      Deadline**” means the date that is 60 days after the Filing Deadline.





f.           “**Filing
      Deadline**” means the earlier of (i) August 31, 2007 and (ii) the date
      that is 10 Business Days after the date on which all registration statements
      required to be filed pursuant to Section 2(a) of the Registration Rights
      Agreement, dated February 16, 2007, by and between the Company and McMahan
      Securities Co., L.P., are declared effective by the SEC.





g.           “**Holder**”
      means a holder of any Securities or any transferee or assignee thereof to whom
      a
      holder assigns its rights under this Agreement and who agrees to become bound
      by
      the provisions of this Agreement in accordance with Section 9 and any
      transferee or assignee thereof to whom a transferee or assignee assigns its
      rights under this Agreement and who agrees to become bound by the provisions
      of
      this Agreement in accordance with Section 9.





h.           “**Notes**”
      means the Amended and Restated Senior Secured Convertible Notes of the Company,
      dated as of the date hereof, which, as of the date hereof, are held by the
      undersigned Holders.





i.           “**Person**”
      means an individual, a limited liability company, a partnership, a joint
      venture, a corporation, a trust, an unincorporated organization and a government
      or any department or agency thereof.





j.           “**Register**,”
      “**registered**,” and “**registration**” refer to a
      registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 and the declaration or ordering of effectiveness of such
      Registration Statement(s) by the SEC.





k.           “**Registrable
      Securities**” means (i) the Conversion Shares issued or issuable
      upon conversion of the Notes, (ii) the Warrant Shares issued or issuable
      upon exercise of the Warrants and (iii) any capital stock of the Company issued
      or issuable with respect to the Conversion Shares, the Notes, the Warrant Shares
      and/or the Warrants as a result of any stock split, stock dividend,
      recapitalization, exchange or similar event or otherwise, without regard to
      any
      limitations on conversions of the Notes or exercises of the
      Warrants.





l.           “**Registration
      Statement**” means a registration statement or registration statements of
      the Company filed under the 1933 Act covering the Registrable
      Securities.





m.           “**Required
      Holders**” means the holders of at least a majority of the Registrable
      Securities.


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n.           “**Required
      Registration Amount**” means 175% of the sum of (i) the number of
      Conversion Shares issued and issuable pursuant to the Notes as of the Trading
      Day immediately preceding the applicable date of determination, and
      (ii) the number of Warrant Shares issued and issuable pursuant to the
      Warrants as of the Trading Day immediately preceding the applicable date of
      determination, all subject to adjustment as provided in Section 2(e) (without
      regard to any limitations on conversion of the Notes or exercise of the
      Warrants).





o.           “**Rule 415**”
      means Rule 415 under the 1933 Act or any successor rule providing for
      offering securities on a continuous or delayed basis.





p.           “**SEC**”
      means the United States Securities and Exchange Commission.





q.           “**Securities**”
      means the Notes, Warrants, Conversion Shares and Warrant Shares.





r.           “**Securities
      Purchase Agreement**” means the Securities Purchase Agreement dated
      August 30, 2006 by and among the Company and the investors named therein, and
      the Securities Purchase Agreement dated November 10, 2006 by and between the
      Company and the investor named therein.





s. “**Trading
      Day**” has the meaning given to such term in the Notes.





t.           “**Warrants**”
      means the Warrants issued by the Company pursuant to the Securities Purchase
      Agreement.





u.           “**Warrant
      Shares**” means the shares of Common Stock for which the Warrants are
      exercisable.





2.           REGISTRATION.





a.           Mandatory
      Registration.  The Company shall prepare, and, as soon as
      practicable, but in no event later than the Filing Deadline, file with the
      SEC
      the Registration Statement on Form SB-2, or any other available form, covering
      the resale of all of the Registrable Securities, subject to
      the provisions of Section 2(d).  The Registration Statement
      prepared pursuant hereto shall register for resale at least the number of shares
      of Common Stock equal to the Required Registration Amount as of date the
      Registration Statement is initially filed with the SEC.  The Company
      shall use its best efforts to have the Registration Statement declared effective
      by the SEC as soon as practicable, but in no event later than the Effectiveness
      Deadline.  By 9:30 am on the Business Day following the Effective
      Date, the Company shall file with the SEC in accordance with Rule 424 under
      the 1933 Act the final prospectus to be used in connection with sales pursuant
      to such Registration Statement.





b.           Allocation
      of Registrable Securities.  The initial number of Registrable
      Securities included in any Registration Statement and any increase in the number
      of Registrable Securities included therein shall be allocated pro rata among the
      Holders based on the number of Registrable Securities held by each Holder at
      the
      time the Registration Statement covering such initial number of Registrable
      Securities or increase thereof is declared effective by the SEC.  In
      the event that an Holder sells or otherwise transfers any of such Holder’s
      Registrable Securities, each transferee shall be allocated a pro rata portion
      of
      the then remaining number of Registrable Securities included in such
      Registration Statement for such transferor.  Any Shares of Common
      Stock included in a Registration Statement and which remain allocated to any
      Person which ceases to hold any Registrable Securities covered by such
      Registration Statement shall be allocated to the remaining Holders, pro rata
      based on the number of Registrable Securities then held by such Holders which
      are covered by such Registration Statement.  The Holders understand
      that the Company has obligations with respect to other registration rights
      and
      that the Company may include in the Registration Statement those securities
      set
      forth on Schedule 2(b) hereof with respect to which it has an existing
      obligation to register such securities under 1933 Act as of the date
      hereof.


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c.           Legal
      Counsel.  Subject to Section 5 hereof, the Required Holders
      shall have the right to select one legal counsel to review and oversee any
      registration pursuant to this Section 2 (“**Legal Counsel**”),
      which shall be Mazzeo Song LLP or such other counsel as thereafter designated
      by
      the Required Holders.  The Company and Legal Counsel shall reasonably
      cooperate with each other in performing the Company’s obligations under this
      Agreement.





d.           Ineligibility
      for Form S-3.  In the event that Form S-3 is not available
      for the registration of the resale of Registrable Securities hereunder, the
      Company shall (i) register the resale of the Registrable Securities on
      another appropriate form reasonably acceptable to the Required Holders and
      (ii) undertake to register the Registrable Securities on Form S-3 as soon
      as such form is available, provided that the Company shall maintain the
      effectiveness of the Registration Statement then in effect until such time
      as a
      Registration Statement on Form S-3 covering the Registrable Securities has
      been
      declared effective by the SEC.





e.           Sufficient
      Number of Shares Registered.  In the event the number of shares
      available under a Registration Statement filed pursuant to Section 2(a) is
      insufficient to cover all of the Registrable Securities required to be covered
      by such Registration Statement or an Holder’s allocated portion of the
      Registrable Securities pursuant to Section 2(b), the Company shall amend
      the applicable Registration Statement, or file a new Registration Statement
      (on
      the shortest form available therefor, if applicable), or both, so as to cover
      at
      least the Required Registration Amount as of the Trading Day immediately
      preceding the date of the filing of such amendment or new Registration
      Statement, in each case, as soon as practicable, but in any event not later
      than
      forty-five (45) days after the necessity therefor arises.  The Company
      shall use its best efforts to cause such amendment and/or new Registration
      Statement to become effective as soon as practicable following the filing
      thereof.  For purposes of the foregoing provision, the number of
      shares available under a Registration Statement shall be deemed “insufficient to
      cover all of the Registrable Securities” if at any time the number of shares of
      Common Stock available for resale under the Registration Statement is less
      than
      the product determined by multiplying (i) the Required Registration Amount
      as of such time by (ii) 0.90.  The calculation set forth in the
      foregoing sentence shall be made without regard to any limitations on the
      conversion of the Notes or the exercise of the Warrants and such calculation
      shall assume that the Notes are then convertible into shares of Common Stock
      at
      the then prevailing Conversion Rate (as defined in the Notes) and that the
      Warrants are then exercisable for shares of Common Stock at the then prevailing
      Exercise Price (as defined in the Warrants) and for the number of Warrant Shares
      covered thereby.


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f.           Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.  If (i) a Registration Statement covering all of
      the Registrable Securities required to be covered thereby and required to be
      filed by the Company pursuant to this Agreement is (A) not filed with the
      SEC on or before the respective Filing Deadline (a “**Filing
      Failure**”) or (B) not declared effective by the SEC on or before
      the respective Effectiveness Deadline (an “**Effectiveness
      Failure**”); provided, however, that for thirty (30)
      days  following the Effectiveness Deadline there will be no
      Effectiveness Failure if the SEC is reviewing the Registration Statement and
      the
      Company is using its best efforts to have the Registration Statement declared
      effective or (ii) on any day after the Effective Date sales of all of the
      Registrable Securities required to be included on such Registration Statement
      cannot be made (other than during an Allowable Grace Period (as defined in
      Section 3(r)) pursuant to such Registration Statement (including, without
      limitation, because of a failure to keep such Registration Statement effective,
      to disclose such information as is necessary for sales to be made pursuant
      to
      such Registration Statement or to register a sufficient number of Shares of
      Common Stock) (a “**Maintenance Failure**”) then, as partial relief
      for the damages to any holder by reason of any Filing Failure, Effectiveness
      Failure or Maintenance Failure (which remedy shall not be exclusive of any
      other
      remedies available at law or in equity), the Company shall pay to each holder
      of
      Registrable Securities relating to such Registration Statement an amount in
      cash
      equal to two percent (2%) of the aggregate principal amount of such Holder's
      Notes relating to the Registrable Securities included in such Registration
      Statement on each of the following dates: (i) the day of a Filing Failure and
      on
      every thirtieth (30th) day thereafter
      (pro rated for periods totaling less than thirty (30) days) until such Filing
      Failure is cured; (ii) the day of an Effectiveness Failure and on every
      thirtieth (30th) day thereafter
      (pro rated for periods totaling less than thirty (30) days) until such
      Effectiveness Failure is cured; provided, however, if an
      Effectiveness Failure occurs and there has been an SEC review of the
      Registration Statement, Registration Delay Payments will begin to accrue on
      the
      30th day following the Effectiveness Deadline; and (iii) the initial day of
      a
      Maintenance Failure and on every thirtieth (30th) day thereafter
      (pro rated for periods totaling less than thirty (30) days) until such
      Maintenance Failure is cured.  The payments to which a holder shall be
      entitled pursuant to this Section 2(f) are referred to herein as
      "**Registration Delay Payments**".  Registration Delay
      Payments shall be paid on the day of the Filing Failure, Effectiveness Failure
      and the initial day of a Maintenance Failure, as applicable, and thereafter
      on
      the earlier of (I) the thirtieth (30th) day after
      the
      event or failure giving rise to the Registration Delay Payments has occurred
      and
      (II) the third Business Day after the event or failure giving rise to the
      Registration Delay Payments is cured.  By way of example, if a
      Registration Statement covering the Registrable Securities is filed on the
      6th day
      following the Filing Deadline, the Company shall pay to the Holders the
      Registration Delay Payment on the date of the Filing Failure and shall, on
      or
      prior to the third Business Day following such 6th day, pay
      to the
      Holders a pro rata amount of the Registration Delay Payment for such subsequent
      period (determined by multiplying such Registration Delay Payment by the product
      obtained by dividing the number of days (6) during which such Filing Failure
      occurred during such subsequent period by 30)).  In the event the
      Company fails to make Registration Delay Payments in a timely manner, such
      Registration Delay Payments shall bear interest at the rate of one and one-half
      percent (1.5%) per month (prorated for partial months) until paid in
      full.  Notwithstanding anything herein to the contrary, in no event
      shall the Registration Delay Payments exceed ten percent (10%) of the aggregate
      principal amount of the Notes held by all Holders on the date hereof (the
      "**Registration Delay Payments Cap**").  Any amount in
      excess of the Registration Delay Payments Cap (the "**Excess Registration
      Delay Payments**") shall cause the Conversion Price of the Holder's Notes
      to be lowered by an amount equal to the quotient of the amount of such Holders
      Excess Registration Delay Payments divided by the then outstanding amount of
      such Holder's Notes. Notwithstanding anything to the contrary contained herein,
      (y) in no event shall the Company be liable for any damages in connection with
      the Warrant or Warrant Shares and (z) no Registration Delay Payments shall
      be
      payable with respect to any Registrable Securities excluded from a Registration
      Statement by election of a Holder.


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3. RELATED
      OBLIGATIONS.





At
      such time as the Company is
      obligated to file a Registration Statement with the SEC pursuant to
      Section 2(a), 2(d) or 2(e), the Company will use its best efforts to effect
      the registration of the Registrable Securities in accordance with the intended
      method of disposition thereof and, pursuant thereto, the Company shall have
      the
      following obligations:





a.           The
      Company shall promptly, but in no event later than the Filing Deadline, prepare
      and file with the SEC a Registration Statement with respect to the Registrable
      Securities and use its best efforts to cause such Registration Statement
      relating to the Registrable Securities to become effective as soon as
      practicable after such filing (but in no event later than the Effectiveness
      Deadline).  The Company shall keep each Registration Statement
      effective pursuant to Rule 415 at all times until the earlier of
      (i) the date as of which the Holders may sell all of the Registrable
      Securities covered by such Registration Statement without restriction pursuant
      to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act or
      (ii) the date on which the Holders shall have sold all of the Registrable
      Securities covered by such Registration Statement (the “**Registration
      Period**”).  The Company shall ensure that each Registration
      Statement (including any amendments or supplements thereto and prospectuses
      contained therein) shall not contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein, or necessary to
      make the statements therein (in the case of prospectuses, in the light of the
      circumstances in which they were made) not misleading.  The term “best
      efforts” shall mean, among other things, that the Company shall submit to the
      SEC, within two (2) Business Days after the later of the date that (i) the
      Company learns that no review of a particular Registration Statement will be
      made by the staff of the SEC or that the staff has no further comments on a
      particular Registration Statement, as the case may be, and (ii) the
      approval of Legal Counsel pursuant to Section 3(c) (which approval is
      immediately sought), a request for acceleration of effectiveness of such
      Registration Statement to a time and date not later than 48 hours after the
      submission of such request.





b.           The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be necessary to keep such Registration Statement effective at all times during
      the Registration Period, and, during such period, comply with the provisions
      of
      the 1933 Act with respect to the disposition of all Registrable Securities
      of
      the Company covered by such Registration Statement until such time as all of
      such Registrable Securities shall have been disposed of in accordance with
      the
      intended methods of disposition by the seller
      or sellers
      thereof as set forth in such Registration Statement.  In the case of
      amendments and supplements to a Registration Statement which are required to
      be
      filed pursuant to this Agreement (including pursuant to this Section 3(b))
      by reason of the Company filing a report on Form 10-Q or Form 10-QSB, Form
      10-K
      or Form 10-KSB or any analogous report under the Securities Exchange Act of
      1934, as amended (the “**1934 Act**”), the Company shall have
      incorporated such report by reference into such Registration Statement, if
      applicable, or shall file such amendments or supplements with the SEC on the
      same day on which the 1934 Act report is filed which created the requirement
      for
      the Company to amend or supplement such Registration
      Statement.


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c.           The
      Company shall (A) permit Legal Counsel to review and comment upon
      (i) a Registration Statement at least five (5) Business Days prior to
      its filing with the SEC and (ii) all amendments and supplements to all
      Registration Statements (except for Annual Reports on Form 10-K or Form 10-KSB,
      and Reports on Form 10-Q or Form 10-QSB and any similar or successor reports)
      within a reasonable number of days prior to their filing with the SEC, and
      (B) not file any Registration Statement or amendment or supplement thereto
      in a form to which Legal Counsel reasonably objects.  The Company
      shall not submit a request for acceleration of the effectiveness of a
      Registration Statement or any amendment or supplement thereto without the prior
      approval of Legal Counsel, which consent shall not be unreasonably
      withheld.  The Company shall furnish to Legal Counsel, without charge,
      (i) copies of any correspondence from the SEC or the staff of the SEC to
      the Company or its representatives relating to any Registration Statement,
      (ii) promptly after the same is prepared and filed with the SEC, one copy
      of any Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference,
      if
      requested by an Holder, and all exhibits and (iii) upon the effectiveness
      of any Registration Statement, one copy of the prospectus included in such
      Registration Statement and all amendments and supplements
      thereto.  The Company shall reasonably cooperate with Legal Counsel in
      performing the Company’s obligations pursuant to this
      Section 3.





d.           The
      Company shall furnish to each Holder whose Registrable Securities are included
      in any Registration Statement, without charge, (i) if the Company shall not
      have filed a final prospectus in accordance with Rule 424 per
      Section 2(a), upon the effectiveness of any Registration Statement, ten
      (10) copies of the prospectus included in such Registration Statement and all
      amendments and supplements thereto (or such other number of copies as such
      Holder may reasonably request) and (ii) such other documents, including
      copies of any preliminary or final prospectus, as such Holder may reasonably
      request from time to time in order to facilitate the disposition of the
      Registrable Securities owned by such Holder.





e.           The
      Company shall use its best efforts to (i) register and qualify, unless an
      exemption from registration and qualification applies, the resale by Holders
      of
      the Registrable Securities covered by a Registration Statement under such other
      securities or “blue sky” laws of all applicable jurisdictions in the United
      States, (ii) prepare and file in those jurisdictions, such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to maintain such registrations and qualifications in effect at all times during
      the Registration Period, and (iv) take all other actions reasonably necessary
      or
      advisable to qualify the Registrable Securities for sale in
      such jurisdictions; provided, however, that the Company shall not be required
      in
      connection therewith or as a condition thereto to (x) qualify to do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 3(e), (y) subject itself to general taxation in
      any such jurisdiction, or (z) file a general consent to service of process
      in any such jurisdiction.  The Company shall promptly notify Legal
      Counsel and each Holder who holds Registrable Securities of the receipt by
      the
      Company of any notification with respect to the suspension of the registration
      or qualification of any of the Registrable Securities for sale under the
      securities or “blue sky” laws of any jurisdiction in the United States or its
      receipt of actual notice of the initiation or threatening of any proceeding
      for
      such purpose.


7


f.           The
      Company shall notify Legal Counsel and each Holder in writing of the happening
      of any event, as promptly as practicable after becoming aware of such event,
      as
      a result of which the prospectus included in a Registration Statement, as then
      in effect, includes an untrue statement of a material fact or omission to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and, subject to Section 3(r), promptly
      prepare a supplement or amendment to such Registration Statement to correct
      such
      untrue statement or omission, and deliver ten (10) copies of such supplement
      or
      amendment to Legal Counsel and each Holder (or such other number of copies
      as
      Legal Counsel or such Holder may reasonably request).  The Company
      shall also promptly notify Legal Counsel and each Holder in writing
      (i) when a prospectus or any prospectus supplement or post-effective
      amendment has been filed, and when a Registration Statement or any
      post-effective amendment has become effective (notification of such
      effectiveness shall be delivered to Legal Counsel and each Holder by facsimile
      or e-mail on the same day of such effectiveness and by overnight mail),
      (ii) of any request by the SEC for amendments or supplements to a
      Registration Statement or related prospectus or related information, and
      (iii) of the Company’s reasonable determination that a post-effective
      amendment to a Registration Statement would be appropriate.





g.           The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify Legal Counsel and each Holder who holds Registrable Securities being
      sold
      of the issuance of such order and the resolution thereof or its receipt of
      actual notice of the initiation or threat of any proceeding for such
      purpose.





h.           At
      the reasonable request of any Holder, the Company shall furnish to such Holder,
      on the date of the effectiveness of the Registration Statement and thereafter
      from time to time on such dates as an Holder may reasonably request (i) a
      letter, dated such date, from the Company’s independent certified public
      accountants in form and substance as is customarily given by independent
      certified public accountants to underwriters in an underwritten public offering,
      addressed to the Holders, and (ii) an opinion, dated as of such date, of
      counsel representing the Company for purposes of such Registration Statement,
      in
      form, scope and substance as is customarily given in an underwritten public
      offering, addressed to the Holders.


8


i.           If
      any Holder may be required under applicable securities law to be described
      in
      the Registration Statement as an underwriter, the Company shall make available
      for inspection by (i) any Holder, (ii) Legal Counsel and (iii) one
      firm of accountants or other agents retained by the Holders (collectively,
      the
“**Inspectors**”), all pertinent financial and other records, and
      pertinent corporate documents and properties of the Company (collectively,
      the
“**Records**”), as shall be reasonably deemed necessary by each
      Inspector, and cause the Company’s officers, directors and employees, counsel
      and the Company’s independent certified public accountants to supply all
      information which may be necessary and any Inspector may reasonably request;
      provided, however, that each Inspector shall agree to hold in strict confidence
      and shall not make any disclosure (except to an Holder) or use of any Record
      or
      other information which the Company determines in good faith to be confidential,
      and of which determination the Inspectors are so notified, unless (a) the
      disclosure of such Records is necessary to avoid or correct a misstatement
      or
      omission in any Registration Statement or is otherwise required under the 1933
      Act, (b) the release of such Records is ordered pursuant to a final,
      non-appealable subpoena or order from a court or government body of competent
      jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge.  Each
      Holder agrees that it shall, upon learning that disclosure of such Records
      is
      sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      its expense, to undertake appropriate action to prevent disclosure of, or to
      obtain a protective order for, the Records deemed
      confidential.  Nothing herein (or in any other confidentiality
      agreement between the Company and any Holder) shall be deemed to limit the
      Holders’ ability to sell Registrable Securities in a manner which is otherwise
      consistent with applicable laws and regulations.





j.           The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Holder provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws,
      (ii) the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release
      of such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the public other than by disclosure in violation of this Agreement or any other
      agreement.  The Company agrees that it shall, upon learning that
      disclosure of such information concerning an Holder is sought in or by a court
      or governmental body of competent jurisdiction or through other means, give
      prompt written notice to such Holder and allow such Holder, at the Holder’s
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.





k.           The
      Company shall use its best efforts either to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed (which shall include the OTC Bulletin Board), if
      any, if the listing of such Registrable Securities is then permitted under
      the
      rules of such exchange, or (ii) secure designation and quotation of all of
      the Registrable Securities covered by a Registration Statement on the Nasdaq
      National Market, or (iii) if, despite the Company’s commercially reasonable
      best efforts to satisfy the preceding clauses (i) or (ii) the Company
      is unsuccessful in satisfying the preceding clauses (i) or (ii), to secure
      the inclusion for quotation on The Nasdaq Capital Marketfor
      such Registrable Securities and, without limiting the generality of the
      foregoing, to use its commercially reasonable best efforts to arrange for at
      least two market makers to register with the National Association of Securities
      Dealers, Inc. (“**NASD**”) as such with respect to such Registrable
      Securities.  The Company shall pay all fees and expenses in connection
      with satisfying its obligation under this
      Section 3(k).


9


l.           The
      Company shall cooperate with the Holders who hold Registrable Securities being
      offered and, to the extent applicable, facilitate the timely preparation and
      delivery of certificates (not bearing any restrictive legend) representing
      the
      Registrable Securities to be offered pursuant to a Registration Statement and
      enable such certificates to be in such denominations or amounts, as the case
      may
      be, as the Holders may reasonably request and registered in such names as the
      Holders may request.





m.           If
      requested by an Holder, the Company shall within ten (10) days of receipt of
      notice from such Holder (i) incorporate in a prospectus supplement or
      post-effective amendment such information as an Holder reasonably requests
      to be
      included therein relating to the sale and distribution of Registrable
      Securities, including, without limitation, information with respect to the
      number of Registrable Securities being offered or sold, the purchase price
      being
      paid therefor and any other terms of the offering of the Registrable Securities
      to be sold in such offering; (ii) make all required filings of such prospectus
      supplement or post-effective amendment after being notified of the matters
      to be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii) supplement or make amendments to any Registration Statement if
      reasonably requested by an Holder holding any Registrable
      Securities.





n.           The
      Company shall reasonably cooperate with the Holders as may be necessary to
      consummate the disposition of such Registrable Securities.





o.           The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a twelve-month period beginning not later than the first day of the Company’s
      fiscal quarter next following the effective date of the Registration
      Statement.





p.           The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.





q.           Within
      two (2) Business Days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to the Holders whose Registrable Securities
      are included in such Registration Statement) confirmation that such Registration
      Statement has been declared effective by the SEC in the form attached hereto
      asExhibit A.


10


r.           Notwithstanding
      anything to the contrary herein, at any time after Effective Date, the Company
      may delay the disclosure of material, non-public information concerning the Company the disclosure
      of which at the time is
      not, in the good faith opinion of the Board of Directors of the Company and
      its
      counsel, in the best interest of the Company and, in the opinion of counsel
      to
      the Company, otherwise required (a “**Grace Period**”); provided,
      that the Company shall promptly (i) notify the Holders in writing of the
      existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Holders) and the date on which the
      Grace
      Period will begin, and (ii) notify the Holders in writing of the date on
      which the Grace Period ends; and, provided further, that no Grace Period shall
      exceed ten (10) consecutive days and during any three hundred sixty five (365)
      day period such Grace Periods shall not exceed an aggregate of thirty (30)
      days
      and the first day of any Grace Period must be at least two Trading Days after
      the last day of any prior Grace Period (each, an “**Allowable Grace
      Period**”).  For purposes of determining the length of a Grace
      Period above, the Grace Period shall begin on and include the date the Holders
      receive the notice referred to in clause (i) and shall end on and include
      the later of the date the Holders receive the notice referred to in clause
      (ii) and the date referred to in such notice.  The provisions of
      Section 3(g) hereof shall not be applicable during the period of any Allowable
      Grace Period.  Upon expiration of the Grace Period, the Company shall
      again be bound by the first sentence of Section 3(f) with respect to the
      information giving rise thereto unless such material, non-public information
      is
      no longer applicable.  Notwithstanding anything to the contrary, the
      Company shall cause its transfer agent to deliver unlegended shares of Common
      Stock to a transferee of a Holder in accordance with the terms of the Securities
      Purchase Agreement in connection with any sale of Registrable Securities with
      respect to which an Holder has entered into a contract for sale, and delivered
      a
      copy of the prospectus included as part of the applicable Registration Statement
      (unless an exemption from such prospectus delivery requirement exists), prior
      to
      the Holder’s receipt of the notice of a Grace Period and for which the Holder
      has not yet settled.





4.           OBLIGATIONS
      OF THE HOLDERS.





a.           At
      least ten (10) Business Days prior to the first anticipated filing date of
      a
      Registration Statement, the Company shall notify each Holder in writing of
      the
      information the Company requires from each such Holder if such Holder elects
      to
      have any of such Holder’s Registrable Securities included in such Registration
      Statement.  It shall be a condition precedent to the obligations of
      the Company to complete the registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Holder that such Holder shall
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended method of disposition of the Registrable
      Securities held by it, as shall be reasonably required to effect and maintain
      the effectiveness of the registration of such Registrable Securities and shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request.


11


b.           Each
      Holder, by such Holder’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Holder has notified the Company in writing of such Holder’s election to
      exclude all of such Holder’s Registrable Securities from such Registration
      Statement.





c.           Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 3(g) or the first sentence of
      3(f), such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to any Registration Statement(s) covering such Registrable
      Securities until such Holder’s receipt of the copies of the supplemented or
      amended prospectus contemplated by Section 3(g) or the first sentence of 3(f)
      or
      receipt of notice that no supplement or amendment is
      required.  Notwithstanding anything to the contrary, the Company shall
      cause its transfer agent to deliver unlegended shares of Common Stock to a
      transferee of a Holder in accordance with the terms of the Securities Purchase
      Agreement in connection with any sale of Registrable Securities with respect
      to
      which an Holder has entered into a contract for sale prior to the Holder’s
      receipt of a notice from the Company of the happening of any event of the kind
      described in Section 3(g) or the first sentence of 3(f) and for which the Holder
      has not yet settled.





d.           Each
      Holder covenants and agrees that it will comply with any applicable prospectus
      delivery requirements of the 1933 Act as applicable to or an exemption therefrom
      it in connection with sales of Registrable Securities pursuant to the
      Registration Statement.





5.           EXPENSES
      OF REGISTRATION.





All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to
      Sections 2 and 3, including, without limitation, all registration, listing
      and qualifications fees, printers and accounting fees, and fees and
      disbursements of counsel for the Company related to registrations shall be
      paid
      by the Company.  The Company shall also reimburse the Holders for the
      fees and disbursements of Legal Counsel in connection with registration, filing
      or qualification pursuant to Sections 2 and 3 of this Agreement which
      amount shall be limited to $15,000.





6.           INDEMNIFICATION.





In
      the event any Registrable Securities
      are included in a Registration Statement under this Agreement:





a.           To
      the fullest extent permitted by law, the Company will, and hereby does,
      indemnify, hold harmless and defend each Holder, the directors, officers,
      members, managers, partners, employees, stockholders, agents, representatives
      of, and each Person, if any, who controls any Holder within the meaning of
      the
      1933 Act or the 1934 Act (each, an “**Indemnified Person**”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several, (collectively, “**Claims**”) incurred
      in investigating, preparing or defending any action, claim, suit, inquiry,
      proceeding, investigation or appeal taken from the foregoing by or before any
      court or governmental, administrative or other regulatory agency, body or the
      SEC, whether pending or threatened, whether or not an indemnified party is
      or
      may be a party thereto (“**Indemnified Damages**”), to which any of
      them may become subject insofar as such Claims (or actions or proceedings,
      whether commenced or threatened, in respect thereof) arise out of or are based
      upon: (i) any untrue statement or alleged untrue statement of a material
      fact in a Registration Statement or any post-effective amendment thereto or
      in
      any filing made in connection with the qualification of the offering under
      the
      securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
      (“**Blue Sky
      Filing**”), or the omission or alleged omission to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, (ii) any untrue statement or alleged untrue statement of a
      material fact contained in any preliminary prospectus if used prior to the
      effective date of such Registration Statement, or contained in the final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading, (iii) any violation or alleged violation by the
      Company of the 1933 Act, the 1934 Act, any other law, including, without
      limitation, any state securities law, or any rule or regulation thereunder
      relating to the offer or sale of the Registrable Securities pursuant to a
      Registration Statement or (iv) any violation of this Agreement (the matters
      in the foregoing clauses (i) through (iv) being, collectively,
“**Violations**”).  Subject to Section 6(c), the
      Company shall reimburse the Indemnified Persons, promptly as such expenses
      are
      incurred and are due and payable, for any legal fees or other reasonable
      expenses incurred by them in connection with investigating or defending any
      such
      Claim.  Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 6(a): (i) shall
      not apply to a Claim by an Indemnified Person arising out of or based upon
      a
      Violation which occurs in reliance upon and in conformity with information
      furnished in writing to the Company by such Indemnified Person for such
      Indemnified Person expressly for use in connection with the preparation of
      the
      Registration Statement or any such amendment thereof or supplement thereto,
      if
      such prospectus was timely made available by the Company pursuant to Section
      3(d) and (ii) shall not apply to amounts paid in settlement of any Claim if
      such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld or delayed.  Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Holders pursuant to
      Section 9.


12


b.           In
      connection with any Registration Statement in which an Holder is participating,
      each such Holder agrees to severally and not jointly indemnify, hold harmless
      and defend, to the same extent and in the same manner as is set forth in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs the Registration Statement and each Person, if any, who controls the
      Company within the meaning of the 1933 Act or the 1934 Act (each, an
“**Indemnified Party**”), against any Claim or Indemnified Damages
      to which any of them may become subject, under the 1933 Act, the 1934 Act or
      otherwise, insofar as such Claim or Indemnified Damages arise out of or are
      based upon any Violation, in each case to the extent, and only to the extent,
      that such Violation occurs in reliance upon and in conformity with written
      information furnished to the Company by such Holder expressly for use in
      connection with such Registration Statement; and, subject to Section 6(c),
      such Holder will reimburse any legal or other expenses reasonably incurred
      by an
      Indemnified Party in connection with investigating or defending any such Claim;
      provided, however, that the indemnity agreement contained in this Section 6(b)
      and the agreement with respect to contribution contained in Section 7 shall
      not apply to amounts paid in settlement of any Claim if such settlement is
      effected without the prior written consent of such Holder, which consent shall
      not be unreasonably withheld or delayed; provided, further, however, that the
      Holder shall be liable under this Section 6(b) or Section 7 for only that amount
      of a Claim or Indemnified Damages as does not exceed the net proceeds to such
      Holder as a result of the sale of Registrable Securities pursuant to such
      Registration Statement.  Such indemnity shall remain in full force and
      effect regardless of any investigation made by or on behalf of such Indemnified
      Party and shall survive the transfer of the Registrable Securities by the
      Holders pursuant to Section 9.  Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(b) with respect to any preliminary prospectus shall not inure to
      the
      benefit of any Indemnified Party if the untrue statement or omission of material
      fact contained in the preliminary prospectus was corrected on a timely basis
      in
      the prospectus, as then amended or supplemented.


13


c.           Promptly
      after receipt by an Indemnified Person or Indemnified Party under this
      Section 6 of notice of the commencement of any action or proceeding
      (including any governmental action or proceeding) involving a Claim, such
      Indemnified Person or Indemnified Party shall, if a Claim in respect thereof
      is
      to be made against any indemnifying party under this Section 6, deliver to
      the indemnifying party a written notice of the commencement thereof, and the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided, however, that an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses of not more than one counsel for such
      Indemnified Person or Indemnified Party to be paid by the indemnifying party,
      if, in the reasonable opinion of counsel retained by the indemnifying party,
      the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding.  In the
      case of an Indemnified Person, legal counsel referred to in the immediately
      preceding sentence shall be selected by the Holders holding at least a majority
      in interest of the Registrable Securities included in the Registration Statement
      to which the Claim relates.  The Indemnified Party or Indemnified
      Person shall cooperate reasonably with the indemnifying party in connection
      with
      any negotiation or defense of any such action or Claim by the indemnifying
      party
      and shall furnish to the indemnifying party all information reasonably available
      to the Indemnified Party or Indemnified Person which relates to such action
      or
      Claim.  The indemnifying party shall keep the Indemnified Party or
      Indemnified Person fully apprised at all times as to the status of the defense
      or any settlement negotiations with respect thereto.  No indemnifying
      party shall be liable for any settlement of any action, claim or proceeding
      affected without its prior written consent, provided, however, that the
      indemnifying party shall not unreasonably withhold, delay or condition its
      consent.  No indemnifying party shall, without the prior written
      consent of the Indemnified Party or Indemnified Person, consent to entry of
      any
      judgment or enter into any settlement or other compromise which does not include
      as an unconditional term thereof the giving by the claimant or plaintiff to
      such
      Indemnified Party or Indemnified Person of a release from all liability in
      respect to such Claim or litigation.  Following indemnification as
      provided for hereunder, the indemnifying party shall be subrogated to all rights
      of the Indemnified Party or Indemnified Person with respect to all third
      parties, firms or corporations relating to the matter for which indemnification
      has been made.  The failure to deliver written notice to the
      indemnifying party within a reasonable time of the commencement of any such
      action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is materially prejudiced in its ability
      to
      defend such action.


14




d.           The
      indemnification required by this Section 6 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 Indemnified Damages are
      incurred.





e.           The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any liabilities the
      indemnifying party may be subject to pursuant to the law.





7.           CONTRIBUTION.





To
      the extent any indemnification by an
      indemnifying party is prohibited or limited by law, the indemnifying party
      agrees to make the maximum contribution with respect to any amounts for which
      it
      would otherwise be liable under Section 6 to the fullest extent permitted
      by law; provided, however, that: (i) no Person involved in the sale of
      Registrable Securities which Person is guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the 1933 Act) in connection with such
      sale shall be entitled to contribution from any Person involved in such sale
      of
      Registrable Securities who was not guilty of fraudulent misrepresentation;
      and
      (ii) contribution by any seller of Registrable Securities shall be limited
      in amount to the net amount of proceeds received by such seller from the sale
      of
      such Registrable Securities pursuant to such Registration
      Statement.





8.           REPORTS
      UNDER THE 1934 ACT.





With
      a view to making available to the
      Holders the benefits of Rule 144 promulgated under the 1933 Act or any
      other similar rule or regulation of the SEC that may at any time permit the
      Holders to sell securities of the Company to the public without registration
      (“**Rule 144**”), the Company agrees to:





a.           make
      and keep public information available, as those terms are understood and defined
      in Rule 144;





b.           file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company’s obligations under Section 4(c) of the Securities Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and


15


c.           furnish
      to each Holder so long as such Holder owns Registrable Securities, promptly
      upon
      request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934 Act, (ii) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and
      (iii) such other information as may be reasonably requested to permit the
      Holders to sell such securities pursuant to Rule 144 without
      registration.





9.           ASSIGNMENT
      OF REGISTRATION RIGHTS.





The
      rights under this Agreement shall
      be automatically assignable by an Holder to any transferee of all or any portion
      of such Holder’s Registrable Securities if: (i) such Holder agrees in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company within a reasonable time after such
      assignment; (ii) the Company is, within a reasonable time after such
      transfer or assignment, furnished with written notice of (a) the name and
      address of such transferee or assignee, and (b) the securities with respect
      to which such registration rights are being transferred or assigned;
      (iii) immediately following such transfer or assignment the further
      disposition of such securities by the transferee or assignee is restricted
      under
      the 1933 Act and applicable state securities laws; (iv) at or before the
      time the Company receives the written notice contemplated by clause (ii) of
      this sentence the transferee or assignee agrees in writing with the Company
      to
      be bound by all of the provisions contained herein; and (v) such transfer
      shall have been made in accordance with the applicable requirements of the
      Securities Purchase Agreement.





10.           AMENDMENT
      OF REGISTRATION RIGHTS.





Provisions
      of this Agreement may be
      amended and the observance thereof may be waived (either generally or in a
      particular instance and either retroactively or prospectively), only with the
      written consent of the Company and the Required Holders.  Any
      amendment or waiver effected in accordance with this Section 10 shall be
      binding upon each Holder and the Company.  No such amendment shall be
      effective to the extent that it applies to less than all of the holders of
      the
      Registrable Securities.  No consideration shall be offered or paid to
      any Person to amend or consent to a waiver or modification of any provision
      of
      any of this Agreement unless the same consideration also is offered to all
      of
      the parties to this Agreement.





11.           MISCELLANEOUS.





a.           A
      Person is deemed to be a holder of Registrable Securities whenever such Person
      owns or is deemed to own of record such Registrable Securities.  If
      the Company receives conflicting instructions, notices or elections from two
      or
      more Persons with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from such record
      owner of such Registrable Securities.


16


b.           Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of
      transmission is mechanically or electronically generated and kept on file by
      the
      sending party); or (iii) one Business Day after deposit with a nationally
      recognized overnight delivery service, in each case properly addressed to the
      party to receive the same.  The addresses and facsimile numbers for
      such communications shall be:





If
      to the
      Company:


Charys
        Holding Company, Inc.
 1117
        Perimeter Center West, Suite N415
 Atlanta,
        GA 30338
 Attention:
              Billy
                  V. Ray, Jr.
 Telephone:
              678-443-2300
 Facsimile:
              678-443-2320




If
      to
      Legal Counsel for the Company:





Morris Manning
      & Martin, LLP


1600
      Atlanta Financial Center


3343
      Peachtree Road


Atlanta,
      Georgia 30326


Attention:
            Larry W. Shackelford,
                Esq.


Telephone:
            404-233-7000


Facsimile:
            404-365-9532





and





Glast,
      Phillips & Murray, P.C.


815
      Walker Street, Suite 1250


Houston,
      Texas 77002


Attention:
            Norman
                T. Reynolds, Esq.


Telephone:
            713-237-3135


Facsimile:
            713-237-3202





If
      to a
      Holder, to its address and facsimile number set forth in the Securities Purchase
      Agreement or the Amendment Agreement, as applicable, with copies to such
      Holder’s representatives as set forth therein, or to such other address and/or
      facsimile number and/or to the attention of such other Person as the recipient
      party has specified by written notice given to each other party five
      (5) days prior to the effectiveness of such change.  Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by a courier or overnight courier service shall be rebuttable evidence of
      personal service, receipt by facsimile or receipt from a nationally recognized
      overnight delivery service in accordance with clause (i), (ii) or (iii)
      above, respectively.


17


c.           Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.





d.           All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state
      and federal courts sitting
      in The City of New York, Borough of Manhattan, for the adjudication of any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction of any such court, that such suit, action or
      proceeding is brought in an inconvenient forum or that the venue of such suit,
      action or proceeding is improper.  Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address for such notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice
      thereof.  Nothing contained herein shall be deemed to limit in any way
      any right to serve process in any manner permitted by law.  If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
      HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
      DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
      OR
      ANY TRANSACTION CONTEMPLATED HEREBY.





e.           This
      Agreement, the other Transaction Documents (as defined in the Amendment
      Agreement) and the instruments referenced herein and therein constitute the
      entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof.  There are no restrictions, promises, warranties
      or undertakings, other than those set forth or referred to herein and
      therein.  This Agreement, the other Transaction Documents and the
      instruments referenced herein and therein supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.





f.           Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of and be binding upon the permitted successors and assigns of each of the
      parties hereto.





g.           The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.


18


h.           This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      agreement.  This Agreement, once executed by a party, may be delivered
      to the other party hereto by facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement.





i.           Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.





j.           All
      consents and other determinations required to be made by the Holders pursuant
      to
      this Agreement shall be made, unless otherwise specified in this Agreement,
      by
      the Required Holders.





k.           The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.





l.           This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.





m.           The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder, and no provision of this Agreement is intended
      to confer any obligations on any Holder vis-à-vis any other
      Holder.  Nothing contained herein, and no action taken by any Holder
      pursuant hereto, shall be deemed to constitute the Holders as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Holders are in any way acting in concert or as a group
      with
      respect to such obligations or the transactions contemplated
      herein.





n.           In
      the event of any conflict between the terms of this Agreement, the Amendment
      Agreement, or any of the other Transaction Documents or exhibits referred to
      herein or therein, the terms of the Amendment Agreement shall
      control.





[SIGNATURES
      ON FOLLOWING PAGE]


19


IN
      WITNESS WHEREOF, the undersigned
      holders and the Company have caused their respective signature page to this
      Amended and Restated Registration Rights Agreement to be duly executed as of
      the
      date first written above.





**CHARYS
                HOLDING COMPANY, INC.**ByBilly V. Ray,
                Jr.Chief
                Executive Officer**HOLDER:****IMPERIUM
                MASTER FUND, LTD.**By:Maurice HryshkoGeneral
                Counsel





IN
      WITNESS WHEREOF, the undersigned
      holders and the Company have caused their respective signature page to this
      Amended and Restated Registration Rights Agreement to be duly executed as of
      the
      date first written above.





**CHARYS
                HOLDING COMPANY, INC.**ByBilly V. Ray,
                Jr.Chief
                Executive Officer**HOLDER:****JED
                FAMILY TRUST**By:Name:Title:





IN
      WITNESS WHEREOF, the undersigned
      holders and the Company have caused their respective signature page to this
      Amended and Restated Registration Rights Agreement to be duly executed as of
      the
      date first written above.





**CHARYS
                HOLDING COMPANY, INC.**ByBilly V. Ray,
                Jr.Chief
                Executive Officer**HOLDER:****JOHN MICHAELSON**





**EXHIBIT
      A**





FORM
      OF NOTICE OF EFFECTIVENESS


OF
      REGISTRATION STATEMENT








[Registrar
      & Transfer Co.


10
      Commerce Drive


Cranford,
      NJ 07016]





Re:
            Charys
                Holding Co., Inc.





Ladies
      and Gentlemen:





[We
      are][I am] counsel to Charys
      Holding Company, Inc., a Delaware corporation (the “Company”), and have
      represented the Company in connection with that certain Amended and Restated
      Registration Rights Agreement, dated as of April 5, 2007, by and among the
      Company and the Holders (as defined therein) (the “ Registration Rights
      Agreement”), pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Registration Rights
      Agreement), including the shares of Common Stock issuable upon conversion of
      the
      Notes and the shares of Common Stock issuable upon exercise of the Warrants,
      under the Securities Act of 1933, as amended (the “1933 Act”).  In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ___, 200_, the Company filed a Registration Statement on Form
      SB-2
      (File No.  333-___) (the “Registration Statement ”) with the
      Securities and Exchange Commission (the “SEC”) relating to the Registrable
      Securities which names each of the Holders as a selling stockholder
      thereunder.





In
      connection with the foregoing,
      [we][I] advise you that a member of the SEC’s staff has advised [us][me] by
      telephone that the SEC has entered an order declaring the Registration Statement
      effective under the 1933 Act at  [ ENTER TIME OF EFFECTIVENESS
      ]  on  [ ENTER DATE OF EFFECTIVENESS ]  and
      [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s
      staff, that any stop order suspending its effectiveness has been issued or
      that
      any proceedings for that purpose are pending before, or threatened by, the
      SEC
      and the Registrable Securities are available for resale under the 1933 Act
      pursuant to the Registration Statement.





This
      letter shall serve as our standing
      opinion to you that the shares of Common Stock are freely transferable by the
      Holders pursuant to the Registration Statement.





Very
      truly yours,





[ISSUER’S
      COUNSEL]








CC:
            [LIST
                NAMES OF HOLDERS]