CHARYS HOLDING COMPANY, INC.
                            CODE OF BUSINESS CONDUCT

INTRODUCTION

This  Code  of Business Conduct ("Code") applies to Charys Holding Company, Inc.
and  all  of  its  subsidiaries,  together  referred  to below as the "Company."

We  expect  each  employee to use sound judgment to help us maintain appropriate
compliance  procedures and to carry out our business in compliance with laws and
high  ethical  standards.  Each employee of the Company is expected to read this
Code  and  demonstrate  personal  commitment  to the standards set forth in this
Code.

Our  officers  and  other  supervising  employees  are expected to be leaders in
demonstrating  this  personal  commitment to the standards outlined in this Code
and  recognizing  indications  of  illegal  or  improper  conduct.

All employees are expected to report appropriately any indications of illegal or
improper  conduct.

An employee who does not comply with the standards set forth in this Code may be
subject  to  discipline  in  light  of  the  nature  of the violation, including
termination  of  employment.

The  Code of Business Conduct is not a detailed guide for all situations you may
face.  No  code  can  cover every possible situation and no code is a substitute
for  good  judgment  and  timely  communication,  given  the  specific  factual
situation.  Nevertheless, it is a basic statement of what is expected of you and
what  you  can  expect  from  the  Company.  It  is  critical  that you read and
understand  this  document.

HOW  TO  REPORT  YOUR  CONCERNS

-     WHERE  TO  DIRECT  QUESTIONS.  If  you  have  questions about this Code or
concerns  about  any  of the matters listed here, please first consider speaking
with  your  immediate  manager or supervisor.  If you do not wish to communicate
with  that  person  on  the  matter,  or if you conclude that speaking with your
immediate  manager  has  not  produced  results, please feel free to contact any
member  of  our management or director level personnel in the finance, legal, or
human  resources  departments.

-     RAISING  ETHICAL  CONCERNS  IS  PROTECTED.  Each  of  our  employees has a
responsibility  to  report any concerns that others in the Company or our agents
may  have  engaged in illegal or unethical conduct relating to our business.  If
an  employee  knows of illegal or unethical conduct and allows it to continue by
not  reporting  it, this failure may lead to discipline.  We do not discriminate
against  employees who honestly report their concerns to us.  In addition, under
federal  law, the Company may not discharge or otherwise discriminate against an
employee  for any lawful act by the employee to provide information or assist in
an  investigation by us or by the government of violations of federal securities
laws.

-     EXCEPTION:  DELIBERATELY  FALSE  CLAIMS  ARE PROHIBITED.  However, it is a
violation of our standards for any employee to communicate any information which
the employee knows to be false, including a knowingly false report of illegal or
unethical  conduct.

-     WHERE  TO  REPORT  YOUR  CONCERNS.  If  you  wish to report or discuss any
problem  concerning  the  Company or the matters outlined below, please promptly
inform  your  supervising  manager, or report the matter to our in-house General
Counsel.  If  you wish to communicate any matter anonymously, you are free to do
so.  We  will  maintain  the confidentiality of your communication to the extent
possible  given  the  Company's  obligations  to  take  appropriate action under
applicable laws.  Communications intended to be confidential should be mailed in
writing without indicating your name or address to the Company at 1117 Perimeter
Center  West,  Suite  N-415,  Atlanta, Georgia 30338.  You should keep a copy of
this communication yourself in the event you need to show that you took steps to
correct  a  problem  you observed.  There is a form for the purpose of reporting
any  such  concern  attached  to  this  Code.


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-     REPORTING  ACCOUNTING  RELATED CONCERNS.  In addition to the above, if you
have  concerns  about  the  Code  of  Ethical  Conduct  for  Financial Managers,
accounting,  internal  accounting  controls, or auditing matters relating to the
Company,  you  should  consult  our  policy  on  Reporting  Suspected  Financial
Integrity  Concerns  described  in  this  Code.

-     SUGGESTIONS FOR EFFECTIVE COMMUNICATION.  In making a report, including an
anonymous report, you should provide as much information as possible in order to
allow an investigator to evaluate the report.  If specific documents or computer
files  will  show  the  violation, these should be identified.  If possible, you
should  provide  a  means  by  which  you  can  be  contacted  in  the  event an
investigator  needs  follow-up information or wishes to report back to you as to
what  he  or  she  has  learned.

OUR  COMMITMENT  TO  STOCKHOLDERS

We  expect  our employees to share a commitment to protect our assets and manage
our  business  in  the  best  interests  of  our  stockholders.

-     ACCURACY  OF  OUR RECORDS AND REPORTING.  All financial and other business
information pertaining to the Company must be accurately recorded, all financial
records  and  transactions  must  adhere  to our system of internal controls and
accounting  requirements,  and  no  one  shall  enter  any  false  or artificial
information  in  our records or reporting systems.  All Company information must
be  reported  honestly and accurately, whether in internal personnel, safety, or
other records or in information we release to the public or file with government
agencies.

-     DISCLOSURE  CONTROLS  AND  PROCEDURES.  We  are  required  by SEC rules to
maintain  effective  "disclosure  controls and procedures" so that financial and
non-financial information we are required to report in our SEC filings is timely
and  accurately  reported  both  to  our senior management and in the filings we
make.  All  employees are expected, within the scope of their employment duties,
to  support  the  effectiveness  of  our  disclosure  controls  and  procedures.

-     STOCK  TRADING  AND  CONFIDENTIAL INFORMATION POLICY.  The Company's stock
trading  policy  prohibits  any  employee  who  is  aware of material non-public
information  concerning  the  Company  from  buying or selling securities of the
Company  or  engaging in any other action to take advantage of that information.
This policy also applies to information relating to any other company, including
our  customers,  partners  or  suppliers,  obtained in the course of employment.
Employees  must not disclose or "tip" any of this material nonpublic information
to  family,  friends,  or  others  outside  the Company.  You should consult our
Insider  Trading  Policy,  which  sets forth more fully your obligations in this
regard.

-     NO  SELECTIVE  DISCLOSURE.  In addition, SEC rules also prohibit selective
disclosure  of  material  nonpublic  information to those outside the Company in
most circumstances.  Therefore, all employees are expected to assist the Company
in  keeping  all  material  nonpublic  information  about  the  Company strictly
confidential  unless  and until the Company makes an authorized press release or
other  authorized  public  communication  or  filing,

-     INFORMATION  TO  THE  PUBLIC.  Our  policy  is  to  provide  timely public
dissemination  of  material  information  about  our  business  only through our
employees authorized for this purpose.  Employees are not under any circumstance
to  discuss  the  Company's  financial,  business, or other information with the
press  (except  for those employees expressly authorized for this purpose) or on
any  Internet  or  other  "discussion  board,"  "chat  room,"  or similar forum.
Requests  from  the  media,  analysts, or stockholders about the Company must be
forwarded  to  our  Chief Financial Officer for review by our professional staff
having responsibility for these matters.  Please consult our policy statement on
Disclosure  of  Company  Information  for  additional information regarding your
obligations  in  this  regard.

-     PROTECTION  OF COMPANY ASSETS.  Each employee is personally responsible to
use  the  Company's  assets  only for our lawful, corporate purposes approved by
management.  All  employees  should  help  the  Company  protect its assets from
misuse,  theft, damage, or other loss.  Improper or unauthorized personal use of
Company  assets  is  prohibited.

-     INTELLECTUAL  PROPERTY.  Employees  should  help  the Company maintain the
value  of  its intellectual property


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by  using  care  to  keep  our  trade  secrets  and  other nonpublic information
confidential,  and  limit access to nonpublic information to those authorized to
use  it  in  their  duties  for  the  Company. If customers or suppliers provide
nonpublic  information  to  us  in  their  dealings  with  us, our employees are
expected  to  protect  that  information  in  the  same  manner as the Company's
property.  Employees  should also consult the Employee Confidentiality Agreement
they  entered into upon employment with the Company and must abide by its terms.

-     COMMUNICATIONS.  Employees  are  expected  to use appropriate judgment and
discretion  in  their  email,  memos,  notes  and  other  formal  and  informal
communications  relating  to  our  business.  Communications  relating  to  our
business must avoid inappropriate or derogatory comments about other individuals
or  companies,  unprofessional  language,  and unauthorized financial, legal, or
business  statements.

-     RETENTION  OF  RECORDS.  Employees  are  expected  to  follow  the records
retention  and  destruction policies that we implement and communicate from time
to  time.  It  is  the  Company's  policy not to destroy or alter our records or
documents  (whether  in  paper  form, emails, or otherwise) in response to or in
anticipation  of  any  legal  proceeding or government inquiry or investigation.
Federal  criminal  liability  may  be  imposed  on  any  person  who:

     o    corruptly alters, destroys, mutilates, or conceals a record, document,
          or  other object with the intent to impair its availability for use in
          an  official  proceeding,  or;

     o    knowingly  alters,  covers  up,  falsifies,  or makes a false entry in
          any  record, document, or tangible object with the intent to impede or
          obstruct  the  investigation  or  administration  of  any  matter by a
          federal  government  agency  or  bankruptcy  court.

OUR  COMMITMENT  TO  CUSTOMERS  AND  BUSINESS  PARTNERS

We are committed to excellence in service and performance for our customers, and
building  mutually  advantageous  alliances  with  our  business  partners.

-     CUSTOMER RELATIONSHIPS.  Our policy is to build lasting relationships with
our  customers  through  superior  development and support, and honest sales and
marketing.  We  will  comply  with  applicable  advertising  laws and standards,
including  a  commitment  that  our  advertising and marketing will be truthful,
non-deceptive,  and fair, and will be backed up with evidence before advertising
claims are made.  Our policy also prohibits making false or deceptive statements
about  our competitors, and giving or accepting kickbacks, bribes, inappropriate
gifts, and other matters prohibited under the conflict of interest topic in this
Code.

-     PROTECTING  INFORMATION  ABOUT  OTHERS.  We  are  committed  to  treating
confidential  information  of  our customers and business partners with at least
the  level  of  care  we  use  to  protect  our  own proprietary or confidential
information.  All  employees  are  expected  to  use  sound judgment in limiting
access  to confidential information about our customers and business partners to
those  individuals in the Company who need to know this information to carry out
their  jobs.

-     COMMITMENT  TO  QUALITY.  Our  long-term reputation and business viability
depend  upon  our  continued  maintenance  of  high  quality in the products and
services  we  provide.  We  are  committed  to  deliver  our  products  only  in
accordance with the documentation, safety, quality control, and other procedures
we  maintain  from  time  to  time.

-     SPECIAL CONCERNS WITH GOVERNMENT CUSTOMERS.  Special legal and contracting
rules  usually  apply  to  our  dealings  with  domestic  and foreign government
agencies.  Many  national,  state,  or  other local governmental agencies impose
bidding  or  procurement requirements, special billing and accounting rules, and
restrictions  on  subcontractors  or  agents we may engage.  Domestic or foreign
laws  or  regulations  may  also impose strict limits on any kind of benefits or
gifts  offered  to  officials, including limitations on hiring former government
officials  or  their  family  members.  Our  employees who deal with domestic or
foreign  government  agencies  are expected to know the laws applicable to these
business  activities,  and  to use sound judgment to avoid any violations of the
letter  or  spirit  of the laws prohibiting corrupt practices in connection with
government  contracting.

-     SUPPLIERS.  Our  contracts  with  suppliers of products and services to us
are  to  be  based  exclusively  on  the  best  interests of the Company and its
business,  reflect  a  fair  price  for  the  deliverables  provided  to us, and


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documented  in  accordance  with appropriate approval, contracting, and internal
control  procedures.

-     BUSINESS  WITH  THIRD  PARTIES.  We  expect  that our consultants, agents,
distributors,  subcontractors, and other business partners will adhere to lawful
and  ethical  business  practices.  It  is important to the Company's reputation
that  we  avoid  doing  business with companies which violate applicable laws or
have  reputations  which could harm our business.  Our policy prohibits engaging
agents  or  other third parties to do indirectly what we as a company should not
do  under  our  own  policies  outlined  in  this  Code.

OUR  COMMITMENT  TO  EACH  OTHER

We  expect  each  employee  to  promote  a positive working environment for all.

-     RESPECT  FOR  OUR  EMPLOYEES.  The  Company's employment decisions will be
based  on  reasons  related to our business, such as job performance, individual
skills and talents, and other business-related factors.  Company policy requires
adherence  to  all  national,  state,  or  other local employment laws.  Company
policy  prohibits  discrimination  in  any  aspect  of employment based on race,
color,  religion,  sex,  sexual  preference,  marital  status,  national origin,
disability,  or  age,  within  the  meaning  of  applicable  laws.

-     ABUSIVE OR HARASSING CONDUCT PROHIBITED.  Company policy prohibits abusive
or  harassing  conduct  by our employees toward others, such as unwelcome sexual
advances,  comments  based  on  ethnic,  religious,  or racial aspects, or other
non-business,  personal  comments or conduct which makes others uncomfortable in
their  employment with us.  We encourage employees to report harassment or other
inappropriate  conduct as soon as it occurs.  Supervisors must report harassment
that  they  observe  or  which  comes  to  their  attention.

-     HEALTH  AND  SAFETY.  We  expect  all  employees  to help us to maintain a
healthy  and  safe  working  environment  and  to  report promptly any unsafe or
hazardous  conditions  or  materials, injuries, and accidents connected with our
business.  Employees  must  not  work under the influence of any substances that
would  impair  the  safety  of  themselves  or  others.  All  threats or acts of
physical  violence  or  intimidation  are  prohibited, regardless of whether the
speaker  intended  them  to  be  threatening.

COMPETITION

We  are committed to compete effectively, but lawfully, in our business markets.

-     COMPLIANCE WITH ANTITRUST LAWS.  The Company and its employees must comply
with  the  antitrust  and  unfair competition laws of the countries in which the
Company  engages  in  business.  These  laws vary by country and can be complex.
Employees  having  roles  which may implicate antitrust laws are responsible for
knowing  the  laws  that apply to their business activities, and should speak to
the  Legal Department if any questions arise.  Generally, these laws prohibit or
regulate:  attempts  to monopolize or otherwise restrain trade, selling products
below  cost, price fixing or other agreements with competitors that would divide
or  allocate  customers  or  otherwise harm customers, "tying" arrangements that
require  a  customer  who wishes to buy a given product to buy other products or
services,  artificially maintaining prices, and certain other overly restrictive
agreements.  Our  employees  must  not exchange nonpublic sales information with
competitors.

-     FAIR METHODS OF COMPETITION.  The Company is committed to competition on a
lawful  and  ethical basis. Our employees must not use improper or illegal means
of  gaining  competitive  information  that  is  confidential  or  proprietary
information owned by others. Our employees must not use or disclose confidential
or  proprietary  information which they may have from past employment with other
employers.

CONFLICTS  OF  INTEREST

We  expect  all  of  our  employees to avoid allowing their private interests to
interfere, or appear to interfere, with the interests of the Company as a whole.

-     GENERALLY.  Employees  are  expected  to  make  or participate in business
decisions  and  actions  in  the course of their employment with us based on the
best  interests  of  the  Company  as  a  whole,  and  not  based  on  personal


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relationships  or  benefits.  Although  some  general guidelines are provided in
this Code, our employees are expected to apply sound judgment to avoid conflicts
of interest that could negatively affect the Company or its business, whether or
not  we  have  specific  rules  for  that  particular  situation.  Employees are
expected  to  disclose  to  us  any situations that may involve inappropriate or
improper  conflicts  of  interests  affecting them personally or affecting other
employees  or  those with whom we do business, as described under "How to Report
Your  Concerns."

-     BUSINESS  REFERRALS.  A conflict of interest could arise if an employee of
the  Company,  an  immediate  family  member,  or  close  personal  friend has a
substantial  financial  or  other  personal  stake  in  a company that transacts
business  with  us.  Employees should not use their position with the Company to
influence  the  negotiation,  bidding,  or  selection  process of these business
transactions.  Employees  in  a  potential conflict of interest situation should
disclose  the  relationship  or  interest  to  and  seek  guidance  from  their
supervisors.  In  certain  circumstances, the employee and his or her supervisor
will need to seek the prior written authorization of the Chief Executive Officer
or  Chief  Financial  Officer.  In similar circumstances, our executive officers
shall  disclose such interest to and obtain the approval of our Audit Committee.
In  considering  whether  to  approve the business transaction, we may take into
account  whether  there  is  a  likelihood that the relationship will improperly
influence the decision to do business with the company and whether we would have
a  valid business reason to do business with the company if the relationship did
not  exist.

-     PERSONAL  INVESTMENTS.  Generally, our employees must avoid investments in
other companies with which we do business (or that are our competitors) if these
investments  could  create  the  fact  or  appearance of a conflict of interest.
Investing  in  less  than  five  percent  in publicly traded securities of other
companies  is  generally  not prohibited so long as there is no violation of our
policy relating to trading while in possession of material nonpublic information
about  other  companies.  Employees desiring to invest in more than five percent
in  publicly  traded  securities  of  other  companies  must first disclose such
proposed  investment  to  his  or  her  supervisor  and obtain the prior written
authorization  of  the  Chief Executive Officer or Chief Financial Officer.  Our
executive  officers  shall  disclose  the  proposed investment to and obtain the
approval  of  our  Audit  Committee.

-     CORPORATE  OPPORTUNITIES.   Employees  must  also  refrain from purchasing
property  or  otherwise  taking for themselves personally a business opportunity
that  they  learn about through their employment with us or use of the Company's
information.

-     PROHIBITED COMPETITION.  Employees may not compete with us during the term
of  their  employment,  and  may not initiate any steps to compete with us while
still  employed  by  the  Company.

-     OUTSIDE  COMPENSATION AND ACTIVITIES.  While employed by us, our employees
must  not  work  for  or  seek  or  accept  personal payments from any customer,
supplier,  competitor,  distributor,  reseller, or other business partner of the
Company,  except as approved in writing by an authorized officer of the Company.
Trade  secrets  and  other  nonpublic  know-how  and  information learned at the
Company must not be used in activities outside the Company or in other ways that
could  harm  our  business.

-     OUTSIDE  BOARD  SERVICE.  Employees  are  required to obtain prior written
authorization  from  the  Company  for  service  as a director, general partner,
manager, officer, or similar position with any privately-held or public business
entity  or  as  an  appointee  to any kind of governmental or quasi-governmental
agency  or  body.  Service  solely  as  a  director  or  trustee  of  nonprofit
corporations  engaged  in charitable activities does not require approval unless
that  activity  could  involve  improper  conflicts  of  interest.

-     GIFTS  AND  GRATUITIES.  Our  employees  must  not seek or accept gifts or
gratuities  in  the form of services or other items of value from our customers,
other  business partners, or other parties with whom the Company contracts.  Our
employees must not offer or give anything of value that could be or appear to be
a  bribe or otherwise illegal payment.  These prohibitions do not apply to items
of  truly nominal value such as generally free promotional items, assuming these
items  are  not  otherwise  prohibited  by  applicable law or custom.  Employees
should never accept anything that would appear to create a conflict of interest.
In  the  unusual  situation  where  refusal to accept a true gift might hurt our
business,  be  sure to consult the appropriate officer or manager of the Company
concerning  the  proper  means  of  resolving  the  situation.

-     BUSINESS  ENTERTAINMENT.  Extending or accepting invitations to reasonable
meal,  public  event,  and  similar


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business  activities  incurred  for  bona  fide  business purposes are generally
acceptable,  assuming the costs are not disproportionate to the business purpose
and  otherwise  do  not create the fact or appearance of a conflict of interest.
Our  employees  are  expected  to  avoid  sponsoring or accepting invitations to
highly  expensive  events  funded  with corporate funds or personal celebrations
such  as  birthday  parties  with  costs  paid with corporate funds at which the
business purpose may appear incidental. Attending entertainment events which may
appear  contrary  to  professional  standards  of  conduct  should  be  avoided.
Government officials should not be invited to entertainment events without first
assuring  that appropriate management of the Company approves the invitation and
confirms  that  it  is  not  prohibited  by  law.

-     TRAVEL.  Employees  are  expected  to  comply  with  the  Company's travel
policies  in  effect  from  time  to  time.  We  expect  that all travel-related
expenses  must  be  used,  accurately  reported, and recorded in compliance with
these  policies.  If  these  expenses  are  to  be  paid  by a customer or other
business partner of ours, or if you wish to pay the expenses of your customer or
other  business contact, or any representative of a government agency, traveling
to  our  location,  your  manager  or  one of our officers must approve these in
advance.

LEGAL  COMPLIANCE  GENERALLY

We  expect  our  employees  to  be  committed  to pro-active compliance with all
applicable  laws  and  regulations  affecting  the Company and its business.  In
addition  to  the  laws  referred  to  elsewhere  in  this  Code:

-     GENERAL  STANDARD  OF  COMPLIANCE.  Our  employees  must  comply  with all
applicable  laws  and  regulations  in  every  location  in which we conduct our
business.  Competitive  factors,  personal goals, and pressure from supervisors,
customers,  or  others  shall  never  be  an  acceptable  excuse  for  violating
applicable  laws.

-     PROHIBITED  CORRUPT  PRACTICES.  The  Company  must comply with the United
States  Foreign  Corrupt Practices Act and other anti-corruption laws that apply
wherever  we  do  business.  Our  employees  and  agents  must  not  directly or
indirectly offer or make a corrupt payment to any domestic or foreign government
officials  or  employees  of  enterprises  owned  or  controlled by a government
agency.  Our  employees  must not engage in any form of fraud, including but not
limited  to  embezzlement,  theft,  hiding,  or  misuse  of  Company  assets, or
falsification  of  records.

-     PROHIBITED POLITICAL CONTRIBUTIONS.  Unless first approved by an executive
officer  of the Company, none of our employees shall contribute in the Company's
name or on the Company's behalf, any cash, services, or property of any kind for
or  in  support  of any political candidate, committee, initiative, or activity.
No lobbying efforts or contracts shall be undertaken in the Company's name or on
the  Company's  behalf without the prior approval of the Chief Financial Officer
or  the  Legal  Department.

-     IMPORT AND EXPORT RESTRICTIONS.  The Company and its employees must comply
with  applicable  restrictions  under  domestic  and  foreign  laws  relating to
importing or exporting technology, products, services, or regulated information.
Employees  who  travel  on Company business to foreign countries are expected to
know  and  abide  by  applicable  import/export  and  similar  restrictions.

-     ENVIRONMENTAL  LAWS.  We respect the policies and requirements of domestic
and  foreign  laws  aimed at protecting the environment.  We expect a commitment
from  our employees to report appropriately any violations of environmental laws
and  any  exposure  to  hazardous  materials  or  substances which are not being
handled  or  disposed  of  properly.

-     INTELLECTUAL  PROPERTY  LAWS.  We  expect  our  employees  to  conduct our
business  and  use  our  business systems and facilities in ways which avoid any
violations of copyright, trademark, service mark, patent, trade secret, or other
intellectual  property  rights  held  by  third  parties.

-     SOFTWARE DEVELOPMENT.  Our software products must be free and clear of any
improper  copying  or  unauthorized  use  of  software  code  or  confidential
information  owned  by  third  parties.  It  is  against  Company  policy  to
intentionally  adopt  the "look and feel" of software or other products of third
parties.  Our  employees  engaged  in  the  development,  implementation,  and
maintenance  of  our  software  must  avoid  any  actions  that would impair our
rightful  ownership  of  our  software or our reputation for providing reliable,
proprietary  software  products.


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<PAGE>
CODE  OF  ETHICAL  CONDUCT  FOR  FINANCIAL  MANAGERS

-     Act  with  honesty and integrity, avoiding actual or apparent conflicts of
interest  in  personal  and  professional  relationships;

-     Provide  constituents  with  information  that  is  accurate,  complete,
objective,  relevant, timely, and understandable to ensure full, fair, accurate,
timely,  and understandable disclosure in reports and documents that the Company
files  with,  or  submits  to  the  SEC  and  other  government  agencies,  and
disseminates  in  other  public  communications;

-     Comply with rules and regulations of federal, state, provincial, and local
governments,  and  other  appropriate  private  and  public regulatory agencies;

-     Act  in good faith, responsibly, with due care, competence, and diligence,
without  misrepresenting  material  fads  or  allowing  his  or  her independent
judgment  to  be  subordinated;

-     Respect  the  confidentiality of information acquired in the course of his
or  her  work except when authorized or otherwise legally obligated to disclose.
Confidential  information  acquired in the course of his or her work is not used
for  personal  advantage;

-     Share  knowledge  and  maintain  skills  important  and  relevant to their
constituents'  needs;

-     Proactively  promote ethical behavior as a responsible partner among peers
in  the  work  environment  and  community;  and

-     Achieve  responsible  use  of  and  control  over all assets and resources
employed  or  entrusted  to  him  or  her.

OUR  COMMUNITIES

We  respect  our employees' involvement in the community, charity, and political
activities  and  causes  they  may  choose,  so  long as these activities do not
interfere  with  job responsibilities to us.  No employee may represent that the
employee's  views  or  activities represent the Company.  Our employees must not
engage in any unwanted solicitations or pressure toward other employees relating
to  charitable,  religious,  or  political  causes.

WAIVERS  REQUESTED  BY  OUR  OFFICERS  AND  DIRECTORS

This  Code  applies  to our officers as well as to our employees generally.  Our
directors  are also expected to abide by the principles of this Code, within the
scope  of  their  duties as directors, as if they were employees of the Company.
Any waiver of this code of conduct for any individual officer or director of the
Company must be approved, if at all, in advance by a majority of the independent
directors  serving  on our board of directors.  Any such waivers granted will be
publicly disclosed in accordance with applicable rules, regulations, and listing
standards.

ADOPTION

This  Code  is  adopted  effective  immediately  and  applies  to all employees,
officers,  and  directors  of  Charys Holding Company, Inc. worldwide, including
direct  and  indirect  subsidiaries.

Attachment:
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Reporting  Financial  Integrity  Concerns


                                        7
<PAGE>
                          CHARYS HOLDING COMPANY, INC.
                     REPORTING FINANCIAL INTEGRITY CONCERNS

Effective  June  21,  2006

If  you  have  concerns  about accounting, internal accounting controls, SEC, or
auditing  matters  relating  to our company, you may contact the company's audit
committee  of  our  board  of  directors  directly.  Enquiries or communications
should  be  made  in  writing  and  mailed  to:

Chairman of the Audit Committee
Charys Holding Company, Inc.
1117 Perimeter Center West, Suite N-415
Atlanta, Georgia 30338

You may also raise your concerns by sending an email to Charys Holding Company,
Inc.'s Audit Committee at the following email address:
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