SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2006.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM        TO
                                                         ------    -------

                          COMMISSION FILE NO. 000-18292

                          CHARYS HOLDING COMPANY, INC.
                 (Name of small business issuer in its charter)


               DELAWARE                                 54-2152284
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)


1117 PERIMETER CENTER WEST, SUITE N415                   30338
           ATLANTA, GEORGIA
(Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code: (678) 443-2300



Securities registered under Section 12(b) of
the Exchange Act:                                NONE.

Securities registered under Section 12(g) of
the Exchange Act:                                COMMON STOCK, PAR VALUE
                                                 $0.001 PER SHARE.

                                                    (Title of class)

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15 (d) of the Exchange Act.  [ ]

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

     State issuer's revenues for its most recent fiscal year: $48.6 million.


<PAGE>
     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of July 31, 2006: $131.1 million.

     State the number of shares outstanding of each of the issuer's classes of
common stock as of July 31, 2006: 29,613,433.

     Documents incorporated by reference:  Items 1, 2, 3, and 4 of Part I and
Items 5, 6, 7, 8, 8A, and 8B of Part II of this Form 10-KSB/A, Amendment No. 2
incorporate by reference the registrant's Form 10-KSB for the fiscal year ended
April 30, 2006, filed on August 23, 2006.  Items 9, 11, 12, and 14 of Part II of
this Form 10-KSB/A, Amendment No. 2 incorporate by reference the registrant's
Form 10-KSB/A, Amendment No. 1 for the fiscal year ended April 30, 2006, filed
on August 28, 2006.

<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS

<S>                                                                                                            <C>
Item 1.    Business.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.    Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 3.    Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 4.    Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . .   1
Item 5.    Market for Common Equity and Related Stockholder Matters.. . . . . . . . . . . . . . . . . . . . .   1
Item 6.    Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . . . .   2
Item 7.    Financial Statements.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 8.    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.. . . . . . .   2
Item 8A.   Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 8B.   Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
           Exchange Act.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 10.   Executive Compensation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Item 11.   Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Item 12.   Certain Relationships and Related Transactions.. . . . . . . . . . . . . . . . . . . . . . . . . .   4
Item 13.   Exhibits.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Item 14.   Principal Accountant Fees and Services.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>


<PAGE>
                                EXPLANATORY NOTE

     On August 23, 2006, we filed with the Securities and Exchange Commission
our Annual Report on Form 10-KSB for the annual period ended April 30, 2006.  On
August 28, 2006, we filed with the Securities and Exchange Commission Amendment
No. 1 to our Annual Report on Form 10-KSB/A.  This Amendment No. 2 to our Annual
Report on Form 10-KSB/A is being filed to correct information for Item 10
contained in Amendment No. 1 to our Annual Report on Form 10-KSB/A.  The filing
of this Form 10-KSB/A, Amendment No. 2, is not an admission that our Form 10-KSB
for the year ended April 30, 2006, or our Amendment No. 1 to our Annual Report
on Form 10-KSB/A, when filed, knowingly included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements made therein not misleading.

     Except as described herein, no other changes have been made to our Annual
Report on Form 10-KSB or our Amendment No. 1 to our Annual Report on Form
10-KSB/A.  We have not updated the disclosures in this Form 10-KSB/A, Amendment
No. 2, to speak as of a later date or to reflect events which occurred at a
later date, except as noted.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     In light of the risks and uncertainties inherent in all projected
operational matters, the inclusion of forward-looking statements in this Form
10-KSB/A should not be regarded as a representation by us or any other person
that any of our objectives or plans will be achieved or that any of our
operating expectations will be realized.  Our revenues and results of operations
are difficult to forecast and could differ materially from those projected in
the forward-looking statements contained in this Form 10-KSB/A as a result of
certain risks and uncertainties including, but not limited to, our business
reliance on third parties to provide us with technology, our ability to
integrate and manage acquired technology, assets, companies and personnel,
changes in market condition, the volatile and intensely competitive environment
in the business sectors in which we operate, rapid technological change, and our
dependence on key and scarce employees in a competitive market for skilled
personnel.  These factors should not be considered exhaustive; we undertake no
obligation to release publicly the results of any future revisions we may make
to forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

                                     PART I

ITEM 1.     BUSINESS.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 2.     DESCRIPTION OF PROPERTY.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 3.     LEGAL PROCEEDINGS.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

                                     PART II


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.


                                        1
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 7.     FINANCIAL STATEMENTS.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 8A.    CONTROLS AND PROCEDURES.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

ITEM 8B.    OTHER INFORMATION.

     Incorporated by reference from the registrant's report on Form 10-KSB dated
August 23, 2006.

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Incorporated by reference from the registrant's report on Form 10-KSB/A
Amendment No. 1 dated August 28, 2006.

ITEM 10.     EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The compensation program for our executives consists of three key
elements:

-     A base salary;

-     A performance bonus; and

-     Periodic grants and/or options of our common stock.

     Base Salary.  Our chief executive officer and all other senior executive
officers receive compensation based on such factors as competitive industry
salaries, a subjective assessment of the contribution and experience of the
officer, and the specific recommendation by the chief executive officer.

     Performance Bonus.  A portion of each officer's total annual compensation
is in the form of a bonus.  All bonus payments to officers must be approved by
the compensation committee based on the individual officer's performance and
company performance.

     Stock Incentive.  Stock options are granted to executive officers based on
their positions and individual performance.  Stock options provide incentive for
the creation of stockholder value over the long term and aid significantly in
the recruitment and retention of executive officers.  The compensation committee
considers the recommendations of the chief executive officer for stock option
grants to executive officers (other than the chief executive officer) and
approves, disapproves or modifies such recommendation.


                                        2
<PAGE>
SUMMARY COMPENSATION TABLE

     The following table sets forth information regarding annual and long-term
compensation with respect to the fiscal years ended April 30, 2006, 2005 and
2004 for services in all capacities rendered to us by the named executive
officers.  There was no other person serving as an executive officer of Charys
at April 30, 2006, whose total annual salary and bonus exceeded $100,000.

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION                 LONG TERM COMPENSATION

                                                                             AWARDS               PAYOUTS

                                                                   RESTRICTED      SECURITIES
NAME AND PRINCIPAL       FISCAL                     OTHER ANNUAL      STOCK        UNDERLYING        LTIP       ALL OTHER
POSITION                  YEAR    SALARY    BONUS   COMPENSATION    AWARD(S)    OPTIONS/SARS (#)   PAYOUTS    COMPENSATION
<S>                      <C>     <C>       <C>      <C>            <C>          <C>               <C>         <C>

Billy V. Ray, Jr.,         2006  $156,500  $   -0-  $         -0-          -0-               -0-  $      -0-  $         -0-
Chairman, Chief            2005  $    -0-  $   -0-  $         -0-          -0-               -0-  $      -0-  $         -0-
Executive Officer, and     2004  $    -0-  $   -0-  $         -0-          -0-               -0-  $      -0-  $         -0-
Director (1)

Raymond J. Smith,          2006  $133,207  $   -0-  $         -0-          -0-               -0-  $      -0-  $         -0-
Vice President,            2005  $    -0-  $   -0-  $         -0-          -0-           450,000  $      -0-  $         -0-
Secretary, and Chief       2004  $    -0-  $   -0-  $         -0-          -0-           150,000  $      -0-  $         -0-
Financial Officer (2)
</TABLE>

----------------------
(1)  Mr. Ray's management contract commenced in 2004 and includes an automobile
     allowance of $500 per month.
(2)  Mr. Smith's executive employment agreement commenced in 2004 and includes
     an automobile allowance of $500 per month.

     As of the date of this Annual Report, none of our executive officers
receive any perquisites which exceed in value the lesser of $50,000 or 10
percent of such officer's salary and bonus, although they may receive some
perquisites in the future.

EMPLOYMENT AGREEMENTS

     On June 15, 2004, Billy V. Ray, Jr. and Raymond J. Smith executed
employment agreements with us.  On June 25, 2004 at a Special Meeting of
Directors, the full board approved the foregoing employment agreements.  Each
agreement terminates on November 30, 2006, subject to an automatic renewal
provision.  The basic terms of each agreement are as follows:

-    Pursuant to the terms of Mr. Ray's agreement with us, Mr. Ray serves as our
     chief executive officer. Mr. Ray's agreement automatically renews for an
     additional three year term at the conclusion of the initial or successive
     three year terms. Mr. Ray receives a base salary which varies according to
     the levels of our revenue. Mr. Ray is eligible to receive a bonus, car
     allowance and other benefits in addition to his base salary. As part of his
     compensation pursuant to the employment agreement, Mr. Ray also received an
     option to purchase 10,000 shares of our common stock.

-    Pursuant to the terms of Mr. Smith's agreement with Charys, Mr. Smith
     serves as our vice president and chief financial officer. Mr. Smith's
     agreement automatically renews for an additional three year term at the
     conclusion of the initial or successive three year terms. Mr. Smith
     receives a base salary which varies according to the levels of our revenue.
     Mr. Smith is eligible to receive a bonus, car allowance and other benefits
     in addition to his base salary. As part of his compensation pursuant to the
     employment agreement, Mr. Smith also received an option to purchase 600,000
     shares of our common stock as part of his agreement.

     On February 1, 2006 we executed an employment agreement with Michael
Oyster.  The agreement is for three years, or such earlier date on which Mr.
Oyster's employment is terminated.  On each anniversary of the agreement, the
expiration date of the agreement shall be extended for one year unless Charys
notifies Mr. Oyster to the contrary.  Upon execution of the agreement, Mr.
Oyster received 50,000 shares of our common stock.  In addition, he was granted
an incentive stock option to purchase 300,000 shares of our common stock at its
then fair


                                        3
<PAGE>
market value, which is immediately vested and exercisable.  Mr. Oyster receives
a base salary of $200,000 per year and a $500 per month automobile allowance.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANT TABLE

<TABLE>
<CAPTION>
                                   OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                             INDIVIDUAL GRANTS

NAME               NUMBER OF SECURITIES         % OF TOTAL        EXERCISE OR BASE PRICE   EXPIRATION DATE
                        UNDERLYING         OPTIONS/SARS GRANTED           ($/SH)
                   OPTIONS/SARS GRANTED   TO EMPLOYEES IN FISCAL
                            (#)                    YEAR
<S>                <C>                    <C>                     <C>                      <C>
Billy V. Ray, Jr.                    -0-                     -0-                      -0-              N/A
Raymond J. Smith                     -0-                     -0-                      -0-              N/A
</TABLE>

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS EXERCISE AND VALUATION TABLE

<TABLE>
<CAPTION>
                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                           AND FY-END OPTION/SAR VALUES

NAME               SHARES ACQUIRED ON   VALUE REALIZED ($)     NUMBER OF SECURITIES      VALUE OF UNEXERCISED IN-
                      EXERCISE (#)                            UNDERLYING UNEXERCISED      THE-MONEY OPTIONS/SARS
                                                              OPTIONS/SARS AT FY-END          AT FY-END ($)
                                                                       (#)              EXERCISABLE/UNEXERCISABLE
                                                            EXERCISABLE/UNEXERCISABLE
<S>                <C>                  <C>                 <C>                         <C>
Billy V. Ray, Jr.                  -0-                 -0-                     -0-/-0-                     -0-/-0-
Raymond J. Smith                   -0-                 -0-                 600,000/-0-               2,400,000/-0-
</TABLE>

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED  STOCKHOLDER  MATTERS.

     Incorporated by reference from the registrant's report on Form 10-KSB/A
Amendment No. 1 dated August 28, 2006.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Incorporated by reference from the registrant's report on Form 10-KSB/A
Amendment No. 1 dated August 28, 2006.

ITEM 13.    EXHIBITS.

<TABLE>
<CAPTION>

   EXHIBIT
     NO.                                              IDENTIFICATION OF EXHIBIT
                                                      -------------------------
<S>          <C>
2.1*         Plan and Agreement of Merger Between Spiderboy International, Inc. and Charys Holding Company, Inc.
             dated June 25, 2005, filed as Attachment to Definitive Proxy Statement dated June 11, 2004, Commission
             file number 000-18292.
2.2*         Amended and Restated Stock Purchase Agreement by and between Janet Risher, Richard Schmidt, and
             Billy V. Ray, Jr., dated May 25, 2004, filed as Exhibit 2.2 to an amended Form 8-K on June 1, 2004,
             Commission file number 000-18292.
3.1*         Articles of Incorporation of Rogers Hardware and Lumber Company filed on February 11, 1959 with the
             State of Minnesota, filed as Exhibit 3.1 to an amended Form 10-KSB on May 4, 2006, Commission file
             number 000-18292.
3.2*         Certificate of Restated Articles of Incorporation of Rogers Hardware and Lumber Company filed on
             December 10, 1968 with the State of Minnesota, changing the corporate name to Component Systems,
             Inc., filed as Exhibit 3.2 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
             18292.
3.3*         Certificate of Restatement of Articles of Incorporation of Component Systems, Inc. filed on May 21, 1987
             with the State of Minnesota, changing the corporate name to Prestine, Inc., filed as Exhibit 3.3 to an
             amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.


                                        4
<PAGE>
3.4*         Modification of Statutory Requirements or Amendments of Articles of Incorporation of Prestine, Inc.
             filed on April 23, 1968 with the State of Minnesota, changing the corporate name to High Country
             Ventures, Inc., filed as Exhibit 3.4 to an amended Form 10-KSB on May 4, 2006, Commission file
             number 000-18292.
3.5*         Amendment of Articles of Incorporation of High Country Ventures, Inc. filed on October 13, 2000 with
             the State of Minnesota, changing the corporate name to Spiderboy International, Inc., filed as Exhibit 99.1
             to an amended Form 8-K on March 7, 2001, Commission file number 000-18292.
3.6*         Certificate of Designation, Preferences and Rights of Series A preferred stock of Spiderboy International,
             Inc. filed on February 24, 2004 with the State of Minnesota, filed as attachment D to amended
             Preliminary Proxy Statement on May 7, 2004, Commission file number 000-18292.
3.7*         Certificate of Incorporation of Charys Holding Company, Inc. filed on April 16, 2004 with the State of
             Delaware, filed as Exhibit A to amended Preliminary Proxy Statement dated May 7, 2004, Commission
             file number 000-18292.
3.8*         Certificate of Amendment of Certificate of Incorporation of Charys Holding Company, Inc. filed on May
             21, 2004 with the State of Delaware, filed as attachment C to Exhibit A of the Definitive Proxy Statement
             dated June 10, 2004, Commission file number 000-18292.
3.9*         Certificate of Designation, Preferences and Rights of Series A preferred stock of Charys Holding
             Company, Inc. filed on April 28, 2004 with the State of Delaware, filed as attachment D to Definitive
             Proxy Statement dated June 10, 2004, Commission file number 000-18292.
3.10*        Bylaws of Spiderboy.com, Inc., adopted April 28, 2004, filed as Exhibit B to amended Preliminary Proxy
             Statement dated May 7, 2004, Commission file number 000-18292.
3.11*        Certificate of Exchange filed on October 13, 2000 with the State of Minnesota whereby Spiderboy.com,
             Inc. became a wholly-owned subsidiary of High Country Ventures, Inc., filed as Exhibit 3.11 to an
             amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
3.12*        Articles of Merger filed with the Delaware Secretary of State on June 30, 2004, filed as Exhibit 2.2 to
             Form 8-K on July 22, 2004, Commission file number 000-18292.
3.13*        Articles of Merger filed with the Minnesota Secretary of State on July 1, 2004, filed as Exhibit 2.1 to
             Form 8-K on July 22, 2004, Commission file number 000-18292.
4.1*         Certificate of Designation for Series B Preferred Stock, filed with the Secretary of State of Delaware on
             May 3, 2005, filed as Exhibit 4.1 to Form 8-K on May 25, 2005, Commission file number 000-18292.
4.2*         Certificate of Designation for Series C Preferred Stock, filed with the Secretary of State of Delaware on
             May 3, 2005, filed as Exhibit 4.2 to Form 8-K on May 25, 2005, Commission file number 000-18292.
4.3*         Certificate of Amendment  to the Certificate of Designation for Series B Preferred Stock, filed with the
             Secretary of State of Delaware effective July 25, 2005, filed as Exhibit 4.1 to Form 8-K on August 12,
             2005, Commission file number 000-18292.
4.4*         Certificate of Amendment to the Certificate of Designation for Series C Preferred Stock, filed with the
             Secretary of State of Delaware effective July 25, 2005, filed as Exhibit 4.2 to Form 8-K on August 12,
             2005, Commission file number 000-18292.
10.1*        Stock Purchase Agreement between Mark N. Pardo and Richard Mangiarelli and Richard Schmidt dated
             December 5, 2003, filed as Exhibit 2.1 to Form 8-K on December 12, 2003, Commission file number
             000-18292.
10.2*        Promissory Note in the amount of $160,000 dated December 5, 2003, executed by Richard Mangiarelli,
             Richard Schmidt, and Spiderboy International, Inc., payable to the order of Mark N. Pardo, filed as
             Exhibit 10.1 to Form 8-K on December 12, 2003, Commission file number 000-18292.
10.3*        Stock Purchase Agreement between Janet Risher, Richard Schmidt, Spiderboy International, Inc., and
             Billy V. Ray, Jr., dated February 27, 2004 filed as Exhibit 2.1 to Form 8-K on March 10, 2004,
             Commission file number 000-18292.
10.4*        Amended and Restated Stock Purchase Agreement between Janet Risher, Richard Schmidt, Spiderboy
             International, Inc., and Billy V. Ray, Jr., dated May 25, 2004 filed as Exhibit 2.2 to Form 8-K/A on June
             1, 2004, Commission file number 000-18292.
10.5*        Charys Holding Company, Inc. Employee Stock Incentive Plan for the Year 2004 dated April 28, 2004,
             filed as attachment F to the Definitive Proxy Statement dated June 11, 2004, Commission file number
             000-18292.
10.6*        Charys Holding Company, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the
             Year 2004 dated April 28, 2004, filed as attachment G to the Definitive Proxy Statement dated June 11,
             2004, Commission file number 000-18292.


                                        5
<PAGE>
10.7*        Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Janet Risher dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K, dated
             March 10, 2004, Commission file number 000-18292.
10.8*        Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Richard Schmidt dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K,
             dated March 10, 2004, Commission file number 000-18292.
10.9*        Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Paul Ferandell dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K, dated
             March 10, 2004, Commission file number 000-18292.
10.10*       Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and John Jordan dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K, dated
             March 10, 2004, Commission file number 000-18292.
10.11*       Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Bruce Caldwell dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K,
             dated March 10, 2004, Commission file number 000-18292.
10.12*       Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Jimmy Villalobos dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K,
             dated March 10, 2004, Commission file number 000-18292.
10.13*       Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Ash Mascarenhas, dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K,
             dated March 10, 2004, Commission file number 000-18292.
10.14*       Consulting Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy International,
             Inc., and Francis Zubrowski, dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form 8-K,
             dated March 10, 2004, Commission file number 000-18292.
10.15*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Janet Risher dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form
             8-K, dated March 10, 2004, Commission file number 000-18292.
10.16*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Richard Schmidt dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
             Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.17*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Paul Ferandell dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
             Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.18*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and John Jordan dated February 27, 2004, filed as Attachment E to Exhibit 2.1of Form
             8-K, dated March 10, 2004, Commission file number 000-18292.
10.19*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Bruce Caldwell dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
             Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.20*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Jimmy Villalobos dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
             Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.21*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Ash Mascarenhas dated February 27, 2004, filed as Attachment E to Exhibit 2.1of
             Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.22*       Registration Rights Agreement Between Charys Holding Company, Inc.'s, predecessor, Spiderboy
             International, Inc., and Francis Zubrowski dated February 27, 2004, filed as Attachment E to Exhibit
             2.1of Form 8-K, dated March 10, 2004, Commission file number 000-18292.
10.23*       Stock Purchase Agreement Between Charys Holding Company, Inc., Robert G. Barrow, Jr. and Mark D.
             Andrizzi dated April 21, 2004, filed as Exhibit 2.1 to Form 8-K on July 6, 2004, Commission file number
             000-18292.
10.24*       Charter of Compensation Committee dated April 28, 2004, filed as Exhibit 10.25 to Form 10-KSB on
             August 17, 2004, Commission file number 00-18292.
10.25*       Charter of Audit Committee dated April 28, 2004, filed as Exhibit 10.26 to Form 10-KSB on August 17,
             2004, Commission file number 00-18292.
10.26*       Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Billy V. Ray,
             filed as Exhibit 10.28 to Form 10-KSB on August 17, 2004, Commission file number 00-18292.


                                        6
<PAGE>
10.27*       Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Ben Holcomb,
             filed as Exhibit 10.29 to Form 10-KSB on August 17, 2004, Commission file number 00-18292.
10.28*       Employment Agreement dated June 15, 2004 between Charys Holding company, Inc. and Raymond J.
             Smith, filed as Exhibit 10.30 to Form 10-KSB on August 17, 2004, Commission file number 00-18292.
10.29*       Joint Venture Agreement between Ruby Belle, LLC, Ted C. Russell, and Charys Holding Company, Inc,
             filed as Exhibit 10.31 to Form 10-KSB on August 17, 2004, Commission file number 00-18292.
10.30*       Option to Purchase Stock Agreement dated May 18, 2004 between J. F. Carter & Co., Inc., Joe F. Carter
             and Carol F. Carter, and Charys Holding Company, Inc., filed as Exhibit 10.32 to Form 10-KSB on
             August 17, 2004, Commission file number 00-18292.
10.31*       Ground Lease dated May 26, 2004 between Realm Insurance Company, and Charys Holding Company,
             Inc. , filed as Exhibit 10.34 to Form 10-KSB on August 17, 2004, Commission file number 00-18292.
10.32*       Charys Holding Company, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the
             Year 2004 dated July 19, 2004, filed as Exhibit 4.1 to a registration statement on Form S-8 on July 29,
             2004, Commission file number 333-117749.
10.33*       Agreement and Contract for Sale dated April 29, 2005, between CCI Telecom, Inc. and CCI Associates,
             Inc., and filed as Exhibit 10.1 to Form 8-K on May 25, 2005, Commission file number 000-18292.
10.34*       Agreement dated April 25, 2005, between Frost Bank, Contemporary Constructors, Inc., CCI Telecom,
             Inc., CCI Integrated Solutions, Inc., Berkshire Wireless, Inc., Michael J. Novak and Charys Holding
             Company, Inc., and filed as Exhibit 10.2 to Form 8-K on May 25, 2005, Commission file number 000-
             18292.
10.35*       Real Estate Contract of Sale dated April 29, 2005, between Gur Parsaad, CCI Telecom, Inc. and Charys
             Holding Company, Inc., and filed as Exhibit 10.3 to Form 8-K on May 25, 2005, Commission file number
             000-18292.
10.36*       Lease Contract dated May 1, 2005, between Gur Parsaad, CCI Telecom, Inc. and Charys Holding
             Company, Inc., and filed as Exhibit 10.4 to Form 8-K on May 25, 2005, Commission file number 000-
             18292.
10.37*       Frost Registration Rights Agreement No.1 dated April 25, 2005, between The Frost National Bank and
             Charys Holding Company, Inc., and filed as Exhibit 10.5 to Form 8-K on May 25, 2005, Commission file
             number 000-18292.
10.38*       Third Modification, Renewal and Extension Agreement between The Frost National Bank and
             Contemporary Constructors with respect to $2,177,083.45, dated January 1, 2005, and filed as Exhibit
             10.6 to Form 8-K on May 25, 2005, Commission file number 000-18292.
10.39*       Third Modification, Renewal and Extension Agreement between The Frost National Bank and
             Contemporary Constructors with respect to $6,500,000.00, dated February 1, 2005, and filed as Exhibit
             10.7 to Form 8-K on May 25, 2005, Commission file number 000-18292.
10.40*       Sixth Amendment to Business Loan Agreement between Contemporary Constructors and The Frost
             National Bank, dated February 1, 2005, and filed as Exhibit 10.8 to Form 8-K on May 25, 2005,
             Commission file number 000-18292.
10.41*       Arbitration and Notice of Final Agreement between The Frost National Bank and Charys Holding
             Company, Inc., dated May 2, 2005, and filed as Exhibit 10.9 to Form 8-K on May 25, 2005, Commission
             file number 000-18292.
10.42*       Guaranty Agreement between Frost Bank and Contemporary Constructors, Inc., dated July 28, 2005, and
             filed as Exhibit 10.1 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.43*       Guaranty Agreement between Charys Holding Company, Inc., CCI and CAPCO, dated July 27, 2005, and
             filed as Exhibit 10.2 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.44*       Guaranty Agreement between Frost Bank and CCI Telecom, Inc., dated July 28, 2005, and filed as
             Exhibit 10.3 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.45*       Guaranty Agreement between Frost Bank and Berkshire Wireless, Inc., dated July 28, 2005, and filed as
             Exhibit 10.4 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.46*       Guaranty Agreement between Frost Bank and CCI Integrated Solutions, Inc., dated July 28, 2005, and
             filed as Exhibit 10.5 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.47*       Guaranty Agreement between Frost Bank and Michael J. Novak, dated July 28, 2005, and filed as Exhibit
             10.6 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.48*       Contract for Sale and Security Agreement between CCI Telecom, Inc. and CAPCO, dated July 18, 2005,
             and filed as Exhibit 10.7 to Form 8-K on August 12, 2005, Commission file number 000-18292.


                                        7
<PAGE>
10.49*       Amendment No. 1 to the Contract for Sale and Security Agreement between CCI Telecom, Inc. and
             CAPCO dated July 26, 2005, and filed as Exhibit 10.8 to Form 8-K on August 12, 2005, Commission file
             number 000-18292.
10.50*       Amendment No. 2 to the Contract for Sale and Security Agreement between CCI Telecom, Inc. and
             CAPCO, dated July 27, 2005, and filed as Exhibit 10.9 to Form 8-K on August 12, 2005, Commission file
             number 000-18292.
10.51*       Promissory Note between Frost Bank and Charys Holding Company, Inc., dated July 28, 2005, and filed
             as Exhibit 10.10 to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.52*       Put Agreement between Michael J. Novak and Frost Bank, dated July 28, 2005, and filed as Exhibit 10.11
             to Form 8-K on August 12, 2005, Commission file number 000-18292.
10.53*       Arbitration and Notice of Final Agreement between Frost Bank and Charys Holding Company, Inc., dated
             July 28, 2005, and filed as Exhibit 10.12 to Form 8-K on August 12, 2005, Commission file number 000-
             18292.
10.54*       Securities Purchase Agreement, dated as of November 16, 2005, by and among Charys Holding
             Company, Inc. and Highgate House Funds, Ltd, and filed as Exhibit 10.1 to Form 8-K on November 23,
             2005, Commission file number 000-18292.
10.55*       Stock Purchase Agreement, effective date of November 1, 2005, by and between Charys Holding
             Company, Inc. and New Viasys Holdings, LLC, and filed as Exhibit 10.1 to Form 8-K on November 18,
             2005, Commission file number 000-18292.
10.56*       Second Amended Stock Purchase Agreement between Janet Risher, Richard F. Schmidt and Billy V. Ray,
             Jr., dated August 16, 2005, and filed as Exhibit 10.1 to an amended Form 8-K on November 23, 2005,
             Commission file number 000-18292.
10.57*       Second Amended Promissory Note dated August 16, 2005, by Billy V. Ray, Jr., as the Maker, and Janet
             Risher and Richard F. Schmidt, as the Payee, and filed as Exhibit 10.2 to an amended Form 8-K on
             November 23, 2005, Commission file number 000-18292.
10.58*       Amended and Restated Stock Pledge Agreement dated August 16, 2005, by Billy V. Ray, Jr., as the
             Debtor, and Janet Risher and Richard F. Schmidt, as the Secured Party, and filed as Exhibit 10.3 to an
             amended Form 8-K on November 23, 2005, Commission file number 000-18292.
10.59*       Stock Purchase Agreement, between Charys Holding Company, Inc. Rock Creek Equity Holdings, LLC,
             J. Alan Shaw, Method IQ, Inc., and Billy V. Ray, Jr., and filed as Exhibit 10.1 to Form 8-K on December
             12, 2005, Commission file number 000-18292.
10.60*       Securities Purchase Agreement dated as of December 22, 2005, by and among Charys Holding Company
             Inc., Billy V. Ray, Jr., and Mel Harris and Steven Posner, or their designees, and filed as Exhibit 10.1 to
             an amended Form 8-K on December 28, 2005, Commission file number 000-18292.
10.61*       Form of Employment Agreement between CCI Telecom, Inc. and Michael J. Novak, dated March 4,
             2005, filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number
             000-18292.
10.62*       Form of Employment Agreement between CCI Telecom, Inc. and Jimmy J. Taylor, dated March 4, 2005,
             filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number 000-
             18292.
10.63*       Form of Employment Agreement between CCI Telecom, Inc. and F. Dale Ponder, dated March 4, 2005,
             filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number 000-
             18292.
10.64*       Form of Employment Agreement between CCI Telecom, Inc. and Roger J. Benavides, dated March 4,
             2005, filed as Attachment E to Exhibit 2.1 of Form 8-K on March 10, 2005, Commission file number
             000-18292.
10.65*       Employment Contract between Method IQ, Inc. and Jerry Harrison, dated December 22, 2005, filed as
             Exhibit 10.61 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
10.66*       Employment Contract between Method IQ, Inc. and Gregory Buchholz, dated December 22, 2005, filed
             as Exhibit 10.62 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-18292.
10.67*       Agreement and Plan of Merger by and among Charys Holding Company, Inc., LFC Acquisition
             Company, Inc., LFC, Inc., L. Ford Clark, Melysa B. Austin, and James E. Clark, Jr., dated April 24, 2006,
             filed as Exhibit 10.67 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.


                                        8
<PAGE>
10.68*       Securities Purchase Agreement by and between Charys Holding Company, Inc., and Gottbetter Capital
             Master, Ltd., Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy
             Master Fund LLC, Casterligg Master Investments Ltd., and UBS O'Connor LLC F/B/O O'Connor Pipes
             Corporate Strategies Master Ltd., dated May 19, 2006, filed as Exhibit 10.68 to Form 10-KSB on August
             23, 2006, Commission file number 000-18292.
10.69*       Securities Purchase Agreement by and among Charys Holding Company, Inc., Crochet & Borel Services,
             Inc. and Tony Crochet, effective May 1, 2006, and filed as Exhibit 10.1 to Form 8-K on June 8, 2006,
             Commission file number 000-18292.
10.70*       Stock Purchase Agreement by and among Digital Communications Services, Inc., Billy B. Caudill and
             Daniel L. Osborne and Charys Holding Company, Inc., dated June 9, 2006, filed as Exhibit 10.70 to Form
             10-KSB on August 23, 2006, Commission file number 000-18292.
10.71*       Employment Agreement between M. Ralph DeLucia and Charys Holding Company, Inc. , filed as Exhibit
             10.71 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
10.72*       Settlement Agreement and Mutual Release dated June 5, 2006 by and between Lumbermens Mutual
             Casualty Company, Able Telecommunications & Power, Inc., Transportation Safety Contractors, Inc.,
             Georgia Electric Company (Able, TSC and GEC which are now known as Viasys Services, Inc.) and the
             parent company of Able, TSC and GEC, Charys Holding Company, Inc., and filed as Exhibit 10.1 to
             Form 8-K on June 14, 2006, Commission file number 000-18292.
10.73*       Registration Rights Agreement dated June 2006 by and between the registrant, and Lumbermens Mutual
             Casualty Company pursuant to that certain Settlement Agreement and Mutual Release by and
             among the registrant, Lumbermens, Able Telecommunications & Power, Inc., Transportation Safety
             Controllers, Inc. and Georgia Electric Company, and filed as Exhibit 10.2 to Form 8-K on June 13, 2006,
             Commission file number 000-18292.
10.74*       Certificate of Designation for Series D Convertible Preferred Stock filed May 19, 2006 with the Secretary
             of State of Delaware, and filed as Exhibit 2.1 to Form 8-K on May 23, 2006, Commission file number
             000-18292.
10.75*       Press release issued May 22, 2006 announcing that a notice of redemption was delivered to the holders of
             the registrant's 8% Secured Convertible Debenture issued on November 17, 2005 and that the registrant
             had redeemed the aggregate principal amount of the debenture outstanding, plus accrued and unpaid
             interest up to and including May 19, 2006, and filed as Exhibit 99.1 to Form 8-K on May 23, 2006,
             Commission file number 000-18292.
10.76*       Press release issued May 23, 2006 announcing details regarding the Redemption of the $4 Million
             Convertible Debenture issued November 2005 and the associated new sale of $13 million of its Series D
             Convertible Preferred Stock, and filed as Exhibit 99.2 to Form 8-K on May 23, 2006, Commission file
             number 000-18292.
10.77*       Amended press release dated May 12, 2006 announcing satisfaction of "make-whole" provisions under
             agreements with CCI Telecom, Inc., CCI Associates, Ltd., and Method IQ, Inc., and filed as Exhibit 99.1
             to Form 8-K on May 12, 2006, Commission file number 000-18292.
10.78*       Initial press release dated May 11, 2006 announcing satisfaction of "make-whole" provisions under
             agreements with CCI Telecom, Inc., CCI Associates, Ltd., and Method IQ, Inc., and filed as Exhibit 99.2
             to Form 8-K on May 12, 2006, Commission file number 000-18292.
10.79*       Employee Stock Incentive Plan for the Year 2006, and filed as Exhibit 4.1 to Form S-8 on May 12, 2006,
             Commission file number 333-134091.
10.80*       Non-Employee Consultants Retainer Stock Plan for the Year 2006, and filed as Exhibit 4.1 to Form S-8
             on May 12, 2006, Commission file number 333-134091.
10.81*       Quitclaim Deed, between Viasys Services, Inc. and VSI Real Estate Holding, Inc., dated February 15,
             2006, filed as Exhibit 10.63 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
             18292.
10.82*       Asset Purchase Agreement by and among Aeon Technologies, Ltd. and Contemporary Constructors
             Nevada, Inc., dated April 9, 2006, filed as Exhibit 10.64 to an amended Form 10-KSB on May 4, 2006,
             Commission file number 000-18292.
10.83*       Office Lease by and between VSI Real Estate Holding, Inc., and Viasys Services, Inc., dated February 15,
             2006, filed as Exhibit 10.65 to an amended Form 10-KSB on May 4, 2006, Commission file number 000-
             18292.
10.84*       Secured Debenture of Charys Holding Company Inc. due December 22, 2006, filed as Exhibit 10.2 to an
             amended Form 8-K on December 27, 2005, Commission file number 000-18292.


                                        9
<PAGE>
10.85*       Warrant to Purchase Common Stock of Charys Holding Company Inc. due December 22, 2008, filed as
             Exhibit 10.3 to an amended Form 8-K on December 27, 2005, Commission file number 000-18292.
10.86*       Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2005, filed as Exhibit 4.1 to
             Form S-8 on December 19, 2005, Commission file number 333-130455.
10.87*       Warrant  to  Purchase  Stock  issued  to Greater Bay Bank, N.A., dated August  1,  2005, filed as Exhibit
             10.1 to an amended Form 8-K on October 17, 2005, Commission file number 000-18292.
10.88*       Amendment to Ground Lease dated November 30, 2004 between Realm Insurance Company, and Charys
             Holding Company, Inc., filed as Exhibit 10.36 to Form 10-QSB on March 22, 2005, Commission file
             number 000-18292.
10.89*       Letter Agreement Between Charys Holding Company, Inc. and CCI Associates, LTD. dated March 4,
             2005, filed as Exhibit 10.38 to Form 10-QSB on March 22, 2005, Commission file number 000-18292.
10.90*       Plan and Agreement of Triangular Between Charys Holding Company, Inc., Charys Acquisition
             Company, Inc. and CCI Telecom, Inc., filed as Exhibit 2.1 to Form 8-K on March 10, 2005, Commission
             file number 000-18292.
10.91*       Deed of Trust Note between Viasys Services, Inc. and Comcorps, Inc, dated December 29, 2005, filed as
             Exhibit 10.91 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
10.92*       Stock Purchase Agreement, dated June 20, 2006, between Ayin Holding Company Inc., a subsidiary of
             Charys Holding Company, Inc., Mitchell Site Acquisition, Inc., and Matthew B. Mitchell, filed as Exhibit
             10.1 to Form 8-K on June 27, 2006, Commission file number 000-18292.
10.93*       Stock Purchase Agreement, dated June 20, 2006 between Ayin Holding Company Inc., a subsidiary of
             Charys Holding Company, Inc., Complete Tower Sources, Inc., and Lori H Mitchell, filed as Exhibit 10.2
             to Form 8-K on June 27, 2006, Commission file number 000-18292.
10.94*       Tower Asset Purchase Agreement and Tower Asset Exclusive Option Agreement, both dated June 20,
             2006 between Ayin Holding Company Inc., a subsidiary of Charys Holding Company, Inc., The Tower
             Company of Louisiana, LLC, and Lester Boheim, filed as Exhibit 10.3 to Form 8-K on June 27, 2006,
             Commission file number 000-18292.
10.95*       Employment Agreement between Michael F. Oyster and Charys Holding Company, Inc., dated March 7,
             2006, filed as Exhibit 10.95 to Form 10-KSB on August 23, 2006, Commission file number 000-18292.
10.96*       Charter of the Executive Committee of the Board of Directors of Charys Holding Company, Inc., filed as
             Exhibit 10.96 to Form 10-KSB/A on August 28, 2006, Commission file number 000-18292.
10.97*       Amended Charter of the Compensation Committee of Charys Holding Company, Inc., filed as Exhibit
             10.97 to Form 10-KSB/A on August 28, 2006, Commission file number 000-18292.
10.98*       Amended Charter of the Nominating and Corporate Governance Committee of Charys Holding Company,
             Inc., filed as Exhibit 10.98 to Form 10-KSB/A on August 28, 2006, Commission file number 000-18292.
10.99*       Amended Charter of the Audit Committee of Charys Holding Company, Inc., filed as Exhibit 10.99 to
             Form 10-KSB/A on August 28, 2006, Commission file number 000-18292.
10.100*      Amended Charter of the Finance Committee of the Board of Directors of Charys Holding Company, Inc.,
             filed as Exhibit 10.100 to Form 10-KSB/A on August 28, 2006, Commission file number 000-18292.
14.1*        Code of Ethics, filed as Exhibit 14 to Form 10-KSB on August 17, 2004, Commission file number 000-
             18292.
14.2*        Code of Business Conduct of Charys Holding Company, Inc., filed as Exhibit 14.2 to Form 10-KSB/A on
             August 28, 2006, Commission file number 000-18292.
21.1*        Subsidiaries of the registrant, filed as Exhibit 21.1 to Form 10-KSB on August 23, 2006, Commision file
             number 000-18292.
23.1*        Consent of Independent Certified Public Accountants, filed as Exhibit 23.1 to Form 10-KSB on
             August 23, 2006, Commision file number 000-18292.
31.1**       Certification of Billy V. Ray, Jr., Chief Executive Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2**       Certification of Raymond J. Smith, Chief Financial Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1**       Certification of Billy V. Ray, Jr., Chief Executive Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2**       Certification of Raymond J. Smith, Chief Financial Officer of Charys Holding Company, Inc., pursuant to
             18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

-------------------
*     Previously  filed
**     Filed  herewith


                                       10
<PAGE>
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Incorporated by reference from the registrant's report on Form 10-KSB/A
Amendment No. 1 dated August 28, 2006.

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   CHARYS HOLDING COMPANY, INC.

Date: September 22, 2006.
                                   By /s/ Billy V. Ray, Jr.
                                     --------------------------------------
                                       Billy V, Ray, Jr.
                                       Chief Executive Officer


                                   By /s/ Raymond J. Smith
                                     --------------------------------------
                                       Raymond J. Smith
                                       Chief Financial Officer


                                       11
<PAGE>
As required under the Securities Exchange Act of 1934, as amended, this Annual
Report has been signed below by the following persons in the capacities and on
the dates indicated:

<TABLE>
<CAPTION>
      SIGNATURE                        TITLE                        DATE
----------------------  -----------------------------------  ------------------
<S>                     <C>                                  <C>
/s/ Billy V. Ray, Jr.   Chairman, Chief Executive Officer,   September 22, 2006
----------------------             and Director
  BILLY V. RAY, JR.


 /s/ Raymond J. Smith   Vice President, Secretary and Chief  September 22, 2006
----------------------           Financial Officer
   RAYMOND J. SMITH


  /s/ Michael Oyster        Vice President and Director      September 22, 2006
----------------------
    MICHAEL OYSTER


   /s/ John Jordan                   Director                September 22, 2006
----------------------
     JOHN JORDAN


/s/ Neil L. Underwood                Director                September 22, 2006
----------------------
  NEIL L. UNDERWOOD


 /s/ David S. Gergacz                Director                September 22, 2006
----------------------
   DAVID S. GERGACZ


   /s/ Gisle Larsen                  Director                September 22, 2006
----------------------
     GISLE LARSEN


 /s/ Dennis C. Hayes                 Director                September 22, 2006
----------------------
   DENNIS C. HAYES


/s/ Catherine B. McKee               Director                September 22, 2006
----------------------
  CATHERINE B. MCKEE


 /s/ H. Alec McLarty                 Director                September 22, 2006
----------------------
   H. ALEC MCLARTY
</TABLE>


                                       12