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


I,  M.  RALPH  DELUCIA,  residing  at                         , Atlanta, GA
                                      ------------------------              ----
agree  to  the  terms  and  conditions of employment with CHARYS HOLDING COMPANY
INC., a Delaware corporation located at 1117 Perimeter Center West, Suite N 415,
Atlanta,  Georgia  30338  ("Company"),  set  forth  in this Employment Agreement
("Agreement") which includes the following Schedules: Schedule 1: Description of
Duties;  Schedule  2:  Salary  Adjustment  Feature;  Schedule  3:  Assignment of
Inventions and Schedule 4: Stock Options and Schedule 5 Arbitration of Disputes.

          1.     TERM  OF  EMPLOYMENT.  My employment under this Agreement shall
commence  on the 1st day of August, 2005 [the "Effective Date"] and shall end on
the  thgird  anniversary of that date (Expiration Date), or such earlier date on
which  my  employment  is terminated under Section 5 of this Agreement.  On each
anniversary  of  my  commencement  of  employment  under  this  Agreement,  the
Expiration Date shall be extended for one year unless the Company notified me at
least  forty  five  (45)  days before that anniversary that it was not extending
this  Agreement.  If  the  Company  continues to employ me beyond the Expiration
Date  without  entering  into  a  written  agreement  extending the term of this
Agreement,  except as provided in a new written employment agreement between the
Company  and  me,  all  obligations  and  rights  under  this  Agreement  shall
prospectively  lapse  as  of  the  Expiration Date, except the Company's ongoing
indemnification obligation under Section 4, my confidentiality, etc. obligations
under  Section  6, and our mutual arbitration obligations under Section 8, and I
thereafter  shall  be  an  at-will  employee  of  the  Company.

          2.     NATURE  OF  DUTIES.  I  shall  be  the Company's Vice President
Investor  Relations. As such, I shall work exclusively for the Company and shall
have  all  of  the  customary  powers  and  duties associated with that position
including  but  not  limited to those set forth on SCHEDULE 1.  I agree that the
Company  may alter my duties from time to time.  I shall devote my full business
time  and  effort to the performance of my duties for the Company, which I shall
perform  faithfully  and  to  the  best of my ability. I shall be subject to the
Company's  policies,  procedures  and approval practices, as generally in effect
from time to time.  Notwithstanding the foregoing or any other provision of this
Agreement, it shall not be a breach or violation of this Agreement for me to (i)
serve  on  corporate  (subject  to  approval  of the Board), civic or charitable
boards  or  committees,  (ii)  deliver lectures, fulfill speaking engagements or
teach at educational institutions, or (iii) manage personal investments, so long
as  such activities do not significantly interfere with or significantly detract
from  the  performance  of my responsibilities to the Company in accordance with
this  agreement.

          3.     PLACE  OF  PERFORMANCE.  I  shall be based at Atlanta, Georgia,
except  for  required  travel  on  the  Company's  business.


                                        1
<PAGE>
          4.     COMPENSATION  AND  RELATED  MATTERS.

               (a)     BASE  SALARY.  The Company shall pay me base salary at an
annual  rate  of  $60,000  adjusted as determined in SCHEDULE 2 attached hereto,
with  such  base  salary  payable  in installments consistent with the Company's
normal  payroll  schedule,  subject  to  applicable withholding and other taxes.

               (b)     BONUSES.  I  shall  be  eligible  for  bonuses  and other
incentive  compensation  under  bonus and incentive compensation plans generally
available  to  other  similarly  situated  Company  executives.

               (c)     STOCK  OPTIONS, RESTRICTED STOCK, AND INCENTIVE PLANS.  I
shall  be  eligible  to  participate  in all stock option, restricted stock, and
incentive  plans  generally  available  to  other  similarly  situated  Company
executives,  and as of the commencement of my employment under this Agreement, I
shall  be  granted  an incentive stock option (Option) to purchase shares of the
Company's  common stock as set forth in SCHEDULE 3, exercisable according to the
terns  and  conditions  of  the  Company's  Stock  Option  Plan.

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

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

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

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

          5.     Termination.


                                        2
<PAGE>
               (a)     RIGHTS  AND  DUTIES.  If  my  employment is terminated, I
shall  be entitled to the amounts or benefits shown on the applicable row of the
following  table,  subject  to  the balance of this Section 5. The Company and I
shall  have  no  further obligations to each other, except the Company's ongoing
indemnification obligation under Section 4, my confidentiality, etc. obligations
under  Section  6, and our mutual arbitration obligations under Section 8, or as
set  forth  in any written agreement I subsequently enter into with the Company.

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

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

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

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

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

DISCHARGE        Same as for "Discharge for Cause" EXCEPT that, in exchange for
OTHER THAN       my execution of a release in accordance with this section, my base
FOR CAUSE OR     salary, but not my employment, shall continue through the
DISABILITY       Agreement's Expiration Date, or six months, whichever comes first.

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

RESIGNATION      Same as for "Discharge for Cause."

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

DEATH            Same as for "Discharge for Cause" EXCEPT that payments shall be
                 made to the person or entity prescribed by Company policies.

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

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

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


                                        3
<PAGE>
               (b)     DISCHARGE  FOR  CAUSE.  The  company  may  terminate  my
employment  at  any  time  if  it  believes  in  good faith that it has Cause to
terminate  me.  "Cause"  shall  include,  but  not  be  limited  to:

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

                    (ii)    my  material  failure  to  comply  with  Company
policies;

                    (iii)   my  engaging  in  conduct that is or may be unlawful
or  disreputable,  to the possible detriment of the Company and its subsidiaries
and  affiliates,  and  their  predecessors  and  successors ("Group"), or my own
reputation;

                    (iv)    my  becoming  insolvent  or  filing  for bankruptcy;

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

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

If  my  employment  ends  for any reason other than discharge by the Company for
Cause,  but  at a time when the Company had Cause to terminate me (or would have
had  Cause  if it then knew all relevant facts), my termination shall be treated
as  a  discharge  by  the  Company  for  Cause.

               (c)     TERMINATION FOR DISABILITY.  Except  as  prohibited  by
applicable  law,  the  Company  may  terminate  my  employment  on  account  of
Disability,  or  may transfer me to inactive employment status, which shall have
the  same  effect  under  this  Agreement  as  a  termination  for  Disability.
"Disability"  means  a  physical  or  mental  illness, injury, or condition that
prevents  me  from  performing  my  duties, as determined under Company policies
relating  to disability applicable to me and other similarly situated employees.

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


                                        4
<PAGE>
and general releases, including such things as my release of the Company and all
conceivably  related  persons  or  entities  ("affiliates")  from  all known and
unknown claims, my covenant never in the future to pursue any released claim, my
promise  never seek employment with the Company or any affiliate i n the future,
my  promise not to solicit current or former customers, employees, suppliers or,
to  the  fullest  extent lawful, engage in business activities that compete with
the  Company  or  any  affiliate, or disclose or use any of their proprietary or
trade  secret information) within 60 days after my employment ends (or within 60
days  after  an  arbitrator  determines that I am entitled to such payments if I
sign  the  general release) and I do not thereafter properly revoke the release.

               (e)     RESIGNATION.  I  promise  not  to  resign  my  employment
before  the  Expiration Date without giving the Company at least 30 days advance
written  notice. If I resign, the Company may accept my resignation effective on
the  date  set  forth  in  my  notice or any earlier date.  If I resign, I shall
nevertheless  remain  employed  under  this  Agreement  except to the extent the
Company  elects  to  cancel  it.

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

               (g)     TRANSFERS TO GROUP MEMBER.  My transfer to another member
of  the  Group  shall  not  be  deemed a termination of my employment under this
Agreement  if  it  assumes  this  Agreement.

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

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

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


                                        5
<PAGE>
               (a)     "TRADE SECRETS" are defined as information, regardless of
form,  belonging  to  the  Company,  licensed  by  it,  or  disclosed to it on a
confidential  basis  by  its  customers,  suppliers,  or  other  third  parties,
including,  but  not  limited  to,  technical  or  non-technical data, formulae,
patterns,  compilations,  programs,  devices,  methods,  techniques,  drawings,
processes,  financial  data,  product  plans,  or  lists  of actual or potential
customers  or  suppliers  which  are  not  commonly known by or available to the
public  and  which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means  by,  other  persons  who can obtain economic value from its disclosure or
use;  and  (ii)  is  the  subject  of  efforts  that  are  reasonable  under the
circumstances  to  maintain  its  secrecy.

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

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

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

               (e)     PROMISE  NOT  TO  ENGAGE  IN CERTAIN EMPLOYMENT.  I agree
that,  while this Agreement is in effect and for 18 months after its termination
[the  "Restricted  Period"],  I  will not accept any employment or engage in any
activity, without the written consent of the Company's Board of Directors if the
loyal  and  complete  fulfillment  of  my  duties would inevitably require me to
reveal  or  utilize  Trade  Secrets  or  Confidential Information, as reasonably
determined  by  the  Company's  Board.  In  order to fully protect the Company's
Proprietary Information, at all times during the Restricted Period, I shall not,
directly  or  indirectly, perform or provide managerial or executive services on
behalf  of  any  person,  entity  or enterprise which is engaged in, or plans to
engage  in,  any  business  in  the  United  States  that directly or indirectly
competes  with  the


                                        6
<PAGE>
Company's  Business  (for  this  purpose,  the  "Company's  Business"  is  the
description  of its business as appears in the Company's most recent Form 10-K.)
During my employment with the Company, I shall not, directly or indirectly, have
any  interest  in  any  business (other than the Company) that competes with the
Company's Business, provided that this provision shall not apply to my ownership
or  acquisition,  solely  as  an investment, of securities of any issuer that is
registered  under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as  amended,  and  that  are listed or admitted for trading on any United States
national  securities  exchange or that are quoted on the National Association of
Securities  Dealers  Automated  Quotations  System,  or  any  similar  system or
automated  dissemination  of  quotations  of securities prices in common use, so
long  as  the  Executive  does not control, acquire a controlling interest in or
become  a  member of a group which exercises direct or indirect control of, more
than  five  percent  of  any  class  of  capital  stock  of  such  corporation.

               (f)     RETURN  OF  INFORMATION.  When  my  employment  with  the
Company  ends,  1  will  promptly  deliver  to  the  Company, or, at its written
instruction,  destroy,  all  documents, data, drawings, manuals, letters, notes,
reports, electronic mail, recordings, and copies thereof, of or pertaining to it
or  any  other Group member in my possession or control.  In addition, during my
employment  with  the  Company or the Group and thereafter, I agree to meet with
Company  personnel  and,  based  on  knowledge  or  insights  I gained during my
employment  with  the  Company  and the Group, answer any question they may have
related  to  the  Company  or  the  Group.

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

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

               (i)     EXECUTION  OF  INNOVATION AGREEMENT. I agree to the terms
of  the  Company's Assignment of Inventions agreement, which is attached to this


                                        7
<PAGE>
Agreement as SCHEDULE 4, and I promise to execute it contemporaneously with this
Agreement.

               (j)     ENFORCEMENT  OF THIS SECTION.  This section shall survive
the  termination  of  this  Agreement  for any reason. I acknowledge that (a) my
services  are  of a special, unique, and extraordinary character and it would be
very  difficult  or  impossible  to  replace  them, (b) this section's terms are
reasonable and necessary to protect the Company's legitimate interests, (c) this
section's restrictions will not prevent me from earning or seeking a livelihood,
(d)  this  section's restrictions shall apply wherever permitted by law, and (e)
my  violation of any of this section's terms would irreparably harm the Company.
Accordingly,  I  agree that, if I violate any of the provisions of this section,
the  Company  or  any  Group  member  shall be entitled to, in addition to other
remedies  available  to it, an injunction to be issued by any court of competent
jurisdiction  restraining  me  from committing or continuing any such violation,
without  the  need  to prove the inadequacy of money damages or post any bond or
for  any  other  undertaking.

          7.     NOTICE.

               (a)     TO  THE  COMPANY.  I  will send all communications to the
Company  in  writing,  addressed  as follows (or in any other manner the Company
notifies  me  to  use):

          If  Mailed:  Charys Holding Company, Inc.
                       Attention:  Chief Executive Officer
                       1117 Perimeter Center West, Suite N 415
                       Atlanta, GA 30338

          If  Faxed:   Charys Holding Company, Inc.
                       Attention:  Chief Executive Officer
                       Fax:  (678)  443-2320
                       Tel:   678)  443-2300


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

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

          8.     ARBITRATION  OF DISPUTES.  All disputes between the Company and
me  are  to  be resolved by final and binding arbitration in accordance with the
separate


                                        8
<PAGE>
Arbitration  Agreement  attached  as SCHEDULE 5 to this Agreement.  This section
shall  remain  in  effect  after  the  termination  of  this  Agreement.

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

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

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

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

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

          14.     VALIDITY. The invalidity or unenforceability of any p revision
of  this  Agreement shall not affect the validity or enforceability of any other
provision  of  this


                                        9
<PAGE>
Agreement,  which  shall  remain  in  full force and effect. In the event that a
court  of competent jurisdiction determines that any provision of this Agreement
is  invalid  or  more restrictive than permitted under the governing law of such
jurisdiction,  then  only  as  to  enforcement  of  this  Agreement  within  the
jurisdiction  of such court, such provision shall be interpreted and enforced as
if  it  provided for the maximum restriction permitted under such governing law.

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

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

          17.     FORMER  EMPLOYERS.  I  am  not  subject  to  any  employment,
confidentiality,  or  other  agreement or restriction that would prevent me from
fully  satisfying  my duties under this Agreement or that would be violated if I
did  so.  Without  the  Company's  prior written approval, I promise I will not:

               (a)     disclose  proprietary  information  belonging to a former
employer  or  other  entity  without  its  written  permission;

               (b)     contact  any  former employer's customers or employees to
solicit  their  business  or  employment  on  behalf  of  the  Group;  or

               (c)     distribute  announcements about or otherwise publicize my
employment  with  the  Group.

I  will  indemnify and hold the Company harmless from any liabilities, including
defense  costs,  it  may  incur because I am alleged to have broken any of these
promises  or improperly revealed or used such proprietary information or to have
threatened  to  do  so, or if a former employer challenges my entering into this
Agreement  or  rendering  services  pursuant  to  it.

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


                                       10
<PAGE>
I  ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
RELATING  TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT AND THAT
I  HAVE  ENTERED  INTO  THIS  AGREEMENT  VOLUNTARILY  AND NOT IN RELIANCE ON ANY
PROMISES  OR  REPRESENTATIONS  BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT  ITSELF.

I  UNDERSTAND THAT PAUL, HASTINGS, JANOFSKY & WALKER LLP (PHJ&W) REPRESENTED THE
COMPANY,  NOT  ME,  IN  NEGOTIATING THIS CONTRACT; I WAS REPRESENTED BY SEPARATE
COUNSEL.  TO  THE  EXTENT  PHJ&W  HAS  REPRESENTED  ME,  IS  REPRESENTING ME, OR
REPRESENTS  ME  IN  THE  FUTURE,  I  IRREVOCABLY  WAIVE ANY CONFLICT OF INTEREST
OBJECTIONS  I  MAY  HAVE  TO ITS REPRESENTATION OF THE COMPANY AS TO ANY MATTERS
RELATING  TO  MY  EMPLOYMENT  BY  THE COMPANY, INCLUDING THE NEGOTIATION OF THIS
CONTRACT.

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


Date:                                             Charys Holding Company Inc.
       -----------------------

                                                  /s/ Billy V. Ray, Jr
                                                  ------------------------------
                                                  Billy V. Ray, Jr
                                                  Chief Executive Officer

Date:                                             /s/ M. Ralph DeLucia
       -----------------------                    ------------------------------
                                                  M. Ralph DeLucia


                                       11
<PAGE>
                      SCHEDULE 1:     DUTIES AND PRIORITIES


     -     Investor Relations


                                        1
<PAGE>
                    SCHEUDLE 2:     SALARY ADJUSTMENT FEATURE


     -    When  the  Company  achieves annual revenues of $50 million the annual
          Base  Salary  will  increase  to  $84,000.

     -    When  the  Company achieves annual revenues of $100 million the annual
          Base  Salary  will  increase  to  $108,000.


                                        2
<PAGE>
                         SCHEUDULE 3:     STOCK OPTIONS


Subject to the terms and conditions of the Company's Stock Option Plan, Employee
is  granted Stock Options to purchase a total of 500,000 shares of Charys Common
Stock  as  follows:

     -    On  the  Effective  Date, Options to purchase 100,000 shares are fully
          vested  and  exercisable  at  $0.20  per  share.

     -    At  the  earlier  of 12 months from the Effective Date or the date the
          Company's  common  stock  closing  at $1.00 per share on the OTCBB, an
          additional  100,000  shares  will be fully vested and exercise able at
          $0.50  per  share.

     -    At  the  earlier  of 18 months from the Effective Date or the date the
          Company's  common  stock  closing  at $3.00 per share on the OTCBB, an
          additional  100,000  shares  will be fully vested and exercise able at
          $1.50  per  share.

     -    At  the  earlier  of 24 months from the Effective Date or the date the
          Company's  common  stock  closing  at $5.00 per share on the OTCBB, an
          additional  100,000  shares  will be fully vested and exercise able at
          $2.50  per  share.

     -    At  the  earlier  of 36 months from the Effective Date or the date the
          Company's  common  stock  closing at $10.00 per share on the OTCBB, an
          additional  100,000  shares  will be fully vested and exercise able at
          $5.00  per  share.


                                        3