**AMENDMENT
      #4 TO**




**AMENDED
      AND RESTATED SENIOR SECURED CONVERTIBLE NOTE**






This
      Amendment #4 to Amended and Restated Senior Secured Convertible Note (this
      “Amendment”) is dated as of July 28, 2007 by and between Charys Holding
      Company, Inc., a Delaware corporation (the “Company”), and Imperium
      Master Fund, Ltd., (the “Investor”) and is made with reference to that
      certain Amended and Restated Senior Secured Convertible Note issued by the
      Company to the Investor as of April 5, 2007 (the
“Note”).  Capitalized terms used herein without definition
      shall have the same meanings herein as set forth in the Note.




**WHEREAS,**pursuant to****Section 3(b)(ii) of the
      Note  the Conversion Price of the Note shall on May 30, 2007 be
      reduced to an amount equal to one-half of the then-existing Conversion
      Price;




**WHEREAS,**
      the Company has previously requested extensions of such date to July 28th, 2007 which
      were
      granted by Investor pursuant to Amendment #1 to Amended and Restated Senior
      Secured Convertible Note, Amendment #2 to Amended and Restated Senior Secured
      Convertible Note, and Amendment #3 to Amended and Restated Senior Secured
      Convertible Note; and




**WHEREAS**,
      the Company has requested an additional four-week extension of such date to
      August 28th,
      2007.




**NOW
      THEREFORE,** for consideration, the adequacy of which is hereby
      acknowledged by all parties, the parties hereto hereby agree to the
      following:





1.           Section
        3(b)(ii) of the Note is hereby amended and restated in relevant part to read
        as
        follows:
  “(ii)    “**Conversion Price**” means, as of
        the Amendment Date, $2.25 initially, which Conversion Price shall be subject
        to
        adjustment from time to time in accordance with the terms set forth herein
        (including Section 7 hereof) and, on August 28, 2007, the Conversion Price
        shall
        be reduced to an amount equal to one-half of the then-existing Conversion
        Price,
        which reduced Conversion Price shall be subject to further adjustment from
        time
        to time in accordance with the terms set forth herein (including Section
        7
        hereof). The Conversion Price shall also be appropriately adjusted for any
        stock
        split, stock dividend, stock combination or other similar transaction that
        proportionately decreases or increases the Common Stock.”
 
 2.           **Entire
        Agreement; Amendment.**This Amendment contains the entire understanding
        of the parties with respect to the matters covered hereby and, except as
        specifically set forth herein, neither the Company nor the Investor makes
        any
        representation, warranty, covenant or undertaking with respect to such matters.
        No provision of this Amendment may be waived or amended other than by a written
        instrument signed by the party against whom enforcement of any such amendment
        or
        waiver is sought.


3.           **Governing
      Law.**This Amendment shall be governed by and construed and enforced in
      accordance with the laws of the State of New York applicable to agreements
      executed and to be performed entirely within such State.




4.           **Counterparts.**
      This Amendment may be executed in one or more counterparts, each of which shall
      be deemed an original, and all of which together shall constitute one and the
      same instrument.




5.           **Authorization.**The
      parties hereby represent and warrant to each other that the signatories hereto
      have full power and authority to sign this Amendment for an on behalf of the
      entities for which they purport to be signing and that their signatures hereto
      shall be binding and enforceable upon the purported parties hereto.




All
      other
      terms and provisions of the Note shall remain the same and in full force and
      effect.




[Signature
      Page Follows]




2


In
      Witness Whereof, the parties hereto have executed this Amendment #4 to Amended
      and Restated Senior Secured Convertible Note as of the date set forth in the
      first paragraph hereof.




**COMPANY:****CHARYS
                HOLDING COMPANY, INC.**By: 
                ________________________________Name: 
                ______________________________Title: 
                _______________________________**INVESTOR:****IMPERIUM
                MASTER FUND, LTD.**By: 
                ________________________________Name:
                ______________________________Title:
                _______________________________