EMPLOYMENT AGREEMENT

     This  Employment  Agreement  ("AGREEMENT")  is  made  as of the 22nd day of
December, 2005 by and among Charys Holding Company, Inc., a Delaware corporation
located  at  1117  Perimeter  Center  West,  Suite  N-415, Atlanta Georgia 30338
("CHARYS"),  Method  IQ,  Inc.,  a  Georgia corporation located at 1750 Founders
Parkway,  Suite  180,  Alpharetta, Georgia 30004 (the "COMPANY"), and Gregory A.
Buchholz  (hereinafter,  the  "EXECUTIVE").

                             R  E  C  I  T  A  L  S
                             -  -  -  -  -  -  -  -

     A.     Charys  acquired  all  of  the  issued  and outstanding stock of the
Company  effective  November  1,  2005.

     B.     The Board of Directors of Charys (the "CHARYS BOARD") recognizes the
Executive's  potential  contribution  to  the  growth  and  success of Charys by
providing executive management services to the Company and desires to assure the
Company  of  the  Executive's  employment  in  an  executive  capacity.

     C.     The  Board  of Directors of the Company (the "BOARD") recognizes the
Executive's potential contribution to the growth and success of the Company, and
desires  to  assure  the  Company  of the Executive's employment in an executive
capacity  and  to  compensate him therefore, has approved the provisions of this
Agreement  and  has  authorized  the  officers  of  the  Company  to execute the
Agreement  on  behalf  of  the  Company.

     D.     The  Executive  is  willing  to  make  his services available to the
Company  on  the  terms  and  conditions  hereinafter  set  forth.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth  herein,  the  parties  agree  as  follows:

     1.     Employment.
            -----------

          1.1     Employment  and  Terms.   The  Company hereby agrees to employ
                  -----------------------
the  Executive and the Executive hereby agrees to serve the Company on the terms
and  conditions  set  forth  herein.

          1.2     Duties  of  Executive.    During  the Term of Employment under
                  ----------------------
this  Agreement  (as  hereinafter  defined),  the  Executive  shall serve as the
Company's  Chief  Operating  Officer. The Executive shall be accountable only to
the  Board,  and,  subject to the authority of the Board, shall have supervision
and  control over, and responsibility for the overall operations of the Company.
He  also  shall  have  such  other powers and duties as may from time to time be
prescribed  by  the  Board,  provided  that  such duties are consistent with the
Executive's  position  as Chief Operating Officer of a company the size and type
of  the  Company. The Executive shall devote the necessary time and attention to
the business and affairs of the Company, render such services to the best of his
ability,  and  use  his  reasonable best efforts to promote the interests of the
Company. Notwithstanding the foregoing or any other provision of this Agreement,
it  shall


<PAGE>
not  be  a  breach  or  violation  of this Agreement for the Executive to (i) be
employed  in  any  capacity  by  Rock  Creek Equity Holdings, LLC, (ii) serve on
corporate  (subject  to  approval  of the Board, which shall not be unreasonably
withheld),  civic  or  charitable  boards or committees, (iii) deliver lectures,
fulfill  speaking  engagements  or  teach  at  educational institutions, or (iv)
manage  personal  investments,  so  long as such activities do not significantly
interfere  with or significantly detract from the performance of the Executive's
responsibilities to the Company in accordance with this Agreement. The Executive
may  continue to serve out the remaining term as a board member on any corporate
board  on  which  he  serves  as  of  the  Commencement  Date.

     2.     Term.     The term  of employment under this Agreement (the "TERM OF
            -----
EMPLOYMENT")  shall  commence  as  of  the  22nd  day  of  December,  2005  (the
"COMMENCEMENT  DATE")  and shall continue for a period ending two (2) years from
any  date  as  of  which the Terra of Employment is being determined, subject to
earlier  termination  pursuant  to  Section  5  hereof.  This  agreement  shall
automatically  renew  for  an  additional  2-year  term at the conclusion of the
initial  or  successive  2-year  terms. The date on which the Term of Employment
shall  expire  is  sometimes  referred  to  in this Agreement as the "EXPIRATION
DATE."

     3.     Compensation.
            -------------

          3.1     Base  Salary. The Executive shall receive a base salary at the
                  -------------
annual  rate of $175,000 (the "BASE SALARY") during the Term of Employment, with
such  Base  Salary  payable in installments consistent with the Company's normal
payroll  schedule,  subject  to applicable withholding and other taxes. The Base
Salary  shall  be  reviewed,  at least annually, for merit increases and may, by
action and in the discretion of the Board, be increased at any time or from time
to  time.  Notwithstanding the foregoing, the Board may decrease the Executive's
salary  at  any  time  with (he written consent of the Executive, which shall be
granted  at  the  Executive's  sole  discretion.  Any  such  reduction  in  the
Executive's  salary  shall  not  effect  the  calculation of Base Salary for the
purpose  of Section 5 of this Agreement Notwithstanding anything to the contrary
herein,  in  no event shall Executive's salary be reduced below $60,000.00, and,
if  the  Company has met or exceeded $1.4 million in EBIDTA by the date which is
one  year  from the Commencement Date, then, in no even shall Executive's salary
be  (or  be  reduced  to)  less  than  the  Base  Salary  set  forth  above.

          3.2     Bonuses.  In  addition  to Base Salary, the Executive shall be
                  --------
eligible  to  receive a bonus (the "ANNUAL BONUS") payable in such amount and at
such  times  as may be recommended by the Compensation Committee of the Board of
Directors  in  its  sole  discretion.

     4.     Expense  Reimbursement  and  Other  Benefits.
            ---------------------------------------------

          4.1     Reimbursement  of  Expenses.  Upon  the  submission  of proper
                  ----------------------------
substantiation by the Executive, and subject to such rules and guidelines as the
Company  may  from  time  to  time  adopt  with  respect to the reimbursement of
expenses  of  executive personnel, the Company shall reimburse the Executive for
all  reasonable  expenses  actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement  is  sought and shall supply to the Company copies of all relevant
invoices,  receipts  or  other  evidence  reasonably  requested  by the Company.


                                      -2-
<PAGE>
          4.2     Compensation/Benefit Programs.  During the Term of Employment,
                  ------------------------------
the  Executive  shall  be  entitled  to  participate  in  all  medical,  dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance  plans and all other plans as are presently and hereinafter offered by
the  Company  to  its  executive  personnel,  including  savings,  pension,
profit-sharing  and  deferred  compensation  plans.

          4.3     Working Facilities. During the Term of Employment, the Company
                  -------------------
shall  furnish  the  Executive  with  an office, secretarial help and such other
facilities  and  services  suitable  to  his  position  and  adequate  for  the
performance  of  his  duties  hereunder.

          4.4     Automobile.  During the Term of Employment, the Company shall,
                  -----------
at  the  Executive's election, either (i) pay to the Executive a non-accountable
automobile  allowance  of  $500  per  month or (ii) provide the Executive with a
mid-size automobile (which initially shall be new and shall be replaced not less
frequently  than  every  three  (3)  years), and reimburse the Executive for the
costs  of  gasoline,  oil,  repairs,  maintenance,  insurance and other expenses
incurred  by  Executive  by  reason  of  the  use  of  the  automobile.

          4.5     Stock  Options.
                  ---------------

               a.     Initial  Grant.  As of the Commencement Date, Charys shall
                      ---------------
grant  to  the Executive an option to purchase 200,000 shares of common stock of
Charys  (the  "COMMON  STOCK")   (hereinafter,  the  "INITIAL OPTIONS")  at  the
closing  price  on  the  Commencement  Date.  One Hundred Percent (100%) of this
option  shall  be  exercisable  on  the  Commencement  Date  and  shall  remain
exercisable  for  a  period  often  (10)  years,  whether  or  not the Executive
continues  to  be employed by the Company during that period. The parties intend
that  the  Initial  Options  be granted pursuant to the Charys stock option plan
(the  "CHARYS  STOCK  OPTION  PLAN") and shall be incentive stock options to the
extent  allowable  under  the  Charys  Stock  Option  Plan  and applicable laws;
provided,  however,  in  the  event  that the Initial Options may not be granted
under  the  Charys  Stock  Option  Plan  due  to the failure of Charys to obtain
shareholder  approval of an increase in the number of shares available for grant
thereunder, the Initial Options shall be granted to the Executive outside of the
Charys  Stock  Option  Plan.

               b.     Future  Grants.  In  addition,  during  the  Term  of
                      ---------------
Employment,  the  Executive  shall be eligible to be granted options (the "STOCK
OPTIONS") to purchase common stock of Charys under (and therefore subject to all
terms  and  conditions  of) the Charys Stock Option Plan, and any successor plan
thereto;  provided,  however,  that  the  Stock Options shall become immediately
exercisable  in  full  upon  termination  of the Executive's employment with the
Company  for  any  reason  other than termination by the Company for Cause under
Section  5.1  hereof  or  termination by the Executive without Good Reason under
Section  5.5(b)  hereof. The number of Stock Options and terms and conditions of
the  Stock  Options  shall be determined by the committee of the Board appointed
pursuant  to  the  Charys  Stock  Option  Plan,  or  by the Charys Board, in its
discretion  and  pursuant  to  the  Charys  Stock  Option  Plan.

          4.6     Target  Companies.  Within thirty (30) days after Commencement
                  ------------------
Date,  a  special  committee  (the  "COMMITTEE")  of  the  Charys Board shall be
established  to  meet  with the Executive and Gregory A. Buchholz (collectively,
the  "MANAGERS")  to establish guidelines (the "GUIDELINES") for acquisitions of
companies  similar  to  the  Company.  After  the  Guidelines  have


                                      -3-
<PAGE>
been established and approved by the Charys Board, the Managers may from time to
time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES")
to the Committee for review. If the acquisition terms of a Target Company comply
with  the  Guidelines,  Charys  will  make  available a pool of Common Stock and
apportion  cash  which  may  be available from Charys for the acquisition of the
Target  Company  as  a  wholly-owned  subsidiary of the Company, pursuant to any
acquisition  structure  recommended  by  the Company's attorneys, accountants or
other  professional  advisors.

          As  soon  as  practicable  after  the  acquisition of the Company, the
Committee  and  the  Managers shall establish reasonable financial goals for the
results  of  operations of any Target Company acquired, to include target sales,
target growth in sales, and target earnings before interest, depreciation, taxes
and  amortization,  as  determined  in  accordance  with United States generally
accepted  accounting principles ("EBITDA"), hereinafter collectively the "TARGET
GOALS."

          At  the  end  of  each  full  fiscal  year of operation for any Target
Company,  Charys  shall  cause a review of the Target Company to be performed by
Charys'  accountants  (the  "TARGET  REVIEW").

          In  the  event  the  results  of  operation of each Target Company, as
determined by the Target Review, is equal to greater than the Target Goals, then
an  amount  not  less  than  Twenty-Five  Percent (25%) of the net income of any
Target  Company,  as  established  by  the  Target  Review, would be paid to the
Managers,  in accordance with each Manager's Employment Agreement, in cash or in
common  stock of Charys, at the Company's option, in accordance with the example
set  forth  in  EXHIBIT  A hereto. The incentive compensation payable under this
Section  shall  be  cumulative  over  a  three  (3)  year  period.

          4.7     Other  Benefits.  The  Executive shall be entitled to four (4)
                  ----------------
weeks  of  paid vacation each calendar year during the Term of Employment, to be
taken  at  such  times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties
required  to be rendered by the Executive hereunder. Any vacation time not taken
by Executive during any calendar year may be carried forward into any succeeding
calendar  year. The Executive shall receive such additional benefits, if any, as
the  Board  of  the  Company  shall  from  time  to  time  determine.

     5.     Termination.
            ------------

          5.1     Termination for Cause. The Company shall at all times have the
                  ----------------------
right,  upon  written  notice  to  the  Executive,  to  terminate  the  Term  of
Employment, for Cause as defined below. For purposes of this Agreement, the term
"CAUSE"  shall mean (i) an action or omission of the Executive which constitutes
a  willful  and material breach of, or a willful and material failure or refusal
(other  than  by  reason  of his disability or incapacity) to perform his duties
under,  this  Agreement  which  is not cured within fifteen (15) days (or if the
Executive  is  acting  diligently to effect a cure, such longer time as shall be
reasonably  necessary  to  effect  the  cure)  after receipt by the Executive of
written  notice  of same, (ii) fraud, embezzlement, misappropriation of funds or
material  breach  of trust in connection with his services hereunder, or (iii) a
conviction  of  any  crime  which  involves dishonesty or a breach of trust. Any


                                      -4-
<PAGE>
termination for Cause shall be made in writing by notice to the Executive, which
notice shall set forth in reasonable detail all acts or omissions upon which the
Company  is  relying  for  such  termination.  The  Executive  (and  his  legal
representative) shall have the right to address the Board regarding the acts set
forth  in  the  notice  of  termination.  Upon  any termination pursuant to this
Section  5.1,  the Company shall (i) pay to the Executive any unpaid Base Salary
through the date of termination and (ii) pay to the Executive accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
date  of  the  termination  of Executive's employment with the Company. Upon any
termination  effected  and compensated pursuant to this Section 5.1, the Company
shall  have no further liability hereunder (other than for (x) reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however,  to  the provisions of Section 4.1, and (y) payment of compensation for
unused  vacation  days  that  have accumulated during the calendar year in which
such  termination  occurs).

          5.2     Disability.  The  Company  shall  at all times have the right,
                  -----------
upon  written  notice  to the Executive, to terminate the Term of Employment, if
the  Executive  shall as the result of mental or physical incapacity, illness or
disability,  become  unable to perform his obligations hereunder for a period of
180  days  in any 12-month period. The determination of whether the Executive is
or  continues to be disabled shall be made in writing by a physician selected by
the  Board  and  reasonably  acceptable  to  the Executive. Upon any termination
pursuant  to  this  Section  5.2, the Company shall (i) pay to the Executive the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment, (ii) pay to the Executive accrued but unpaid Incentive Compensation,
if  any, for any Bonus Period ending on or before the date of termination of the
Executive's  employment  with  the  Company,  (iii)  pay  to  the  Executive his
Termination Year Bonus, if any, at the time provided in Section 3.2f hereof, and
(iv)  pay  to  the  Executive  any  then  unpaid  Additional Bonuses at the time
provided  in  Section  3.2(c).  Upon  any  termination  effected and compensated
pursuant  to  this  Section  5.2,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section  4.1, and (y) payment of compensation for unused vacation days that have
accumulated  during  the  calendar  year  in  which  such  termination  occurs).

          5.3     Death.  Upon  the  death  of  the Executive during the Term of
                  ------
Employment,  the  Company  shall  (i)  pay  to  the  estate  of the deceased the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment,  (ii) pay to the estate of the deceased Executive accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
Executive's date of death, (iii) pay to the estate of me deceased Executive, the
Executive's Termination Year Bonus, if any, at the time provided in Section 3.2f
hereof,  and  (iv)  pay  to  the  Executive's  estate any then unpaid Additional
Bonuses  at  the  time provided in Section 3.2(c). Upon any termination effected
and  compensated pursuant to this Section 5.3, the Company shall have no further
liability  hereunder  (other  than for (x) reimbursement for reasonable business
expenses  incurred  prior to the date of the Executive's death, subject, however
to  the  provisions  of  Section 4.1, and (y) payment of compensation for unused
vacation  days  that  have  accumulated  during  the calendar year in which such
termination  occurs).

          5.4     Termination Without Cause. The Company shall have the right to
                  --------------------------
terminate  the  Term  of  Employment by written notice to the Executive not less
than  thirty  (30)  days  prior  to  the  termination date. Upon any termination
pursuant  to  this  Section  5.4  (that  is  not


                                      -5-
<PAGE>
a termination under any of Sections 5.1, 5.2, 5.3 or 5.5), the Company shall (i)
pay to the Executive on the termination date unpaid Base Salary, if any, through
the  date  of termination specified in such notice, (ii)pay to the Executive the
accrued  but  unpaid Incentive Compensation, if any, for any Bonus Period ending
on  or before the date of the termination of the Executive's employment with the
Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the
termination  date a lump sum payment equal to three (3) times the sum of (x) his
Base  Salary  and  (y)  the  accrued but unpaid Bonus for the year in which such
termination  occurs,  (iv)  continue  to provide the Executive with the benefits
under  Sections  4.2  and  4.4 hereof (the "BENEFITS") for a period of three (3)
years  immediately  following  the  date of his termination in the manner and at
such  times as the Benefits otherwise would have been provided to the Executive;
(v)  pay  to  the  Executive as a single lump sum payment, within 30 days of the
date of termination, a lump sum benefit equal to the value of the portion of his
benefits  under  any  savings,  pension, profit sharing or deferred compensation
plans that are forfeited under such plans but that would not have been forfeited
if  the  Executive's employment had contained for an additional three (3) years.
In  the  event  that  the  Company  is  unable to provide the Executive with any
Benefits  required  hereunder  by  reason  of the termination of the Executive's
employment  pursuant  to  this  Section  5.4,  then  the  Company shall promptly
reimburse  the Executive for amounts paid by the Executive to acquire comparable
coverage. Upon any termination effected and compensated pursuant to this Section
5.4,  the  Company shall have no further liability hereunder (other than for (x)
reimbursement  for  reasonable  business  expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs).

          5.5     Termination  by  Executive.
                  ---------------------------

               a.     The  Executive  shall  at  all  times  have  the right, by
written  notice not less than thirty (30) days prior to the termination date, to
terminate  the  Term  of  Employment.

               b.     Upon  termination  of  the  Term of Employment pursuant to
this  Section  5.5  by the Executive without Good Reason (as defined below), the
Company shall (i) pay to the Executive upon the termination date any unpaid Base
Salary  through  the  effective  date of termination specified in such notice or
otherwise  mutually  agreed and (ii) pay to the Executive any accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
termination  of Executive's employment with the Company, at the time provided in
Section  3.2.  Upon  any  termination  effected and compensated pursuant to this
Section  5.5(b),  the  Company  shall have no further liability hereunder (other
than  for  (x)  reimbursement for reasonable business expenses incurred prior to
the date of termination, subject, however, to the provisions of Section 4.1, and
(y)  payment  of  compensation  for  unused  vacation days that have accumulated
during  the  calendar  year  in  which  such  termination  occurs).

               c.     Upon  termination  of  the  Term of Employment pursuant to
this  Section 5.5 by the Executive for Good Reason, the Company shall pay to the
Executive the same amounts, and shall continue or compensate for Benefits in the
same  amounts,  that  would  have been payable or provided by the Company to the
Executive under Section 5.4 of this Agreement if the Term of Employment had been
terminated  by the Company without Cause. In addition, if the termination of the
Term  of  Employment  occurs  after  a  Change  in  Control  (as  hereinafter


                                      -6-
<PAGE>
defined),  and  as  a  result  of  the Change in Control, the Executive would be
entitled  to  a  reduction  in  the  option price for any options granted to the
Executive,  or  any  cash  payments from the Company, (other than those provided
under  this  Agreement) in addition to those specified in Section 5.4, under any
plan  or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the
Company  shall provide the Executive with those Additional Benefits, if and only
to  the  extent that such Additional Benefits, when added to the amounts payable
and  the  Benefits  provided by the Company to the Executive hereunder, will not
constitute  excess  parachute  payments  with  the  meaning  of  Section 280G of
Internal  Revenue  Code of 1986, as amended, and the regulations thereunder (the
"CODE").  Upon any termination effected and compensated pursuant to this Section
5.5(c),  the  Company  shall have no further liability hereunder (other than for
(x) reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs.)

               d.     For  purposes  of this Agreement, "GOOD REASON" shall mean
(i)  the  assignment  to the Executive of any duties inconsistent in any respect
with  the  Executive's position (including status, offices, titles and reporting
requirements),  authority, duties or responsibilities as contemplated by Section
1.2  of  this  Agreement,  or any other action by the Company which results in a
diminution  in  such  position, authority, duties or responsibilities, excluding
for  this purpose an isolated, insubstantial and inadvertent action not taken in
bad  faith and which is remedied by the Company promptly after receipt of notice
thereof  given  by the Executive; (ii) any failure by the Company to comply with
any  of  the  provisions of Article 3 of this Agreement, other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive;  (in) the Company's requiring the Executive to be based at any office
or location, that is not within 50 miles of the executive's home city except for
travel  reasonably  required  in  the  performance  of  the  Executive's
responsibilities;  (iv)  any  purported  termination,  by  the  Company  of  the
Executive's  employment other than for Cause pursuant to Section 5.1, or because
of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the
termination by the Company of Jerry H. Harrison for any reason other than Cause;
or  (vi)  the  occurrence  of  a Change in Control. For purposes of this Section
5.5(d),  the Executive acknowledges that the Company's holding company functions
are  headquartered  and  centralized  in  Atlanta, Georgia. For purposes of this
Section  5.5(d),  any  good  faith  determination  of  Good  Reason  made by the
Executive  shall  be  conclusive; provided that the Executive shall not exercise
                                  --------
his right to terminate his employment for Good Reason without first giving sixty
(60)  days  written notice to the Company of the factual basis constituting Good
Reason.  The  Company  shall  have the right to cure the problem(s) noted by the
Executive,  before  the  Executive may terminate his employment for Good Reason.

               e.     For  purposes  of  this  Agreement,  the  term  "CHANGE IN
CONTROL"  shall  mean:

                    (i)     Approval by the shareholders of the Company of (x) a
reorganization,  merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders  of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than
Fifty  Percent  (50%)  of  the  combined  voting


                                      -7-
<PAGE>
power  entitled  to  vote  generally  in  the  election  of  directors  of  the
reorganized,  merged  or  consolidated  company's  then  outstanding  voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or (y)
a  liquidation  or  dissolution  of  the  Company  or  (z)  the  sale  of all or
substantially  all  of  the  assets  of the Company (unless such reorganization,
merger,  consolidation  or other corporate transaction, liquidation, dissolution
or  sale  is  subsequently  abandoned);

                    (ii)     A  new Board member is elected without the approval
of  at  least  two  (2)  of the persons who, as of the Commencement Date of this
Agreement,  constitute  the  Board  (the  "INCUMBENT  BOARD");  or

                    (iii)     the  acquisition  (other than from the Company) by
any  person,  entity  or  "group",  within  the  meaning  of Section 13(d)(3) or
14(d)(2)  of  the  Securities  Exchange  Act, of beneficial ownership within the
meaning  of Rule 13-d promulgated under the Securities Exchange Act of more than
Fifty  Percent  (50%)  of  either  the  then outstanding shares of the Company's
Common  Stock  or  the  combined  voting power of the Company's then outstanding
voting  securities  entitled  to  vote  generally  in  the election of directors
(hereinafter  referred  to  as  the  ownership  of  a  "CONTROLLING  INTEREST")
excluding,  for  this  purpose,  any  acquisitions  by  (1)  the  Company or its
Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date
of  this  Agreement  owns beneficial ownership (within the meaning of Rule 13d-3
promulgated  under the Securities Exchange Act) of a Controlling Interest or (3)
any  employee  benefit  plan  of  the  Company  or  its  Subsidiaries;

                    (iv)     provided that, with respect to this Section 5.5(e),
a  Change  in  Control  shall  not  be deemed to have occurred should any of the
contingencies  referred  to  in  this  Section  involve  any of those companies,
persons  or  other  legal  entities  with  whom the Company is negotiating on or
before  the  Commencement  Date  and  which are communicated, in writing, by the
                                 ---
Company  to  the  Executive  upon  execution  of  this  Agreement.

          5.6     Certain  Additional  Payments by the Company. Anything in this
                  ---------------------------------------------
Agreement  to  the contrary notwithstanding, in the event it shall be determined
that  any  payment,  distribution  or  other action by the Company to or for the
benefit  of  the  Executive  (whether  paid  or  payable  or  distributed  or
distributable  pursuant  to  the terms of this Agreement or otherwise, including
any  additional payments required under this Section 5.6) (a "PAYMENT") would be
subject to an excise tax imposed by Section 4999 of the Code, or any interest or
penalties  are  incurred  by  the  Executive with respect to any such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively  referred to as the "EXCISE TAX"), the Company shall make a payment
to  the Executive (a "GROSS-UP PAYMENT") in an amount such that after payment by
the  Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment,  the Executive retains (or has had paid to the Internal Revenue Service
on  his  behalf)  an  amount of the Gross-Up Payment equal to the sum of (x) the
Excise  Tax  imposed  upon  the  Payments  and (y) the product of any deductions
disallowed  because  of the inclusion of the Gross-Up Payment in the Executive's
adjusted gross income and the highest applicable marginal rate of federal income
taxation  for the calendar year in which the Gross-Up Payment is to be made. For
purposes  of determining the amount of the Gross-Up Payment, the Executive shall
be  deemed  to  (i)  pay  federal  income taxes at the highest marginal rates of
federal  income  taxation for the calendar year in which the Gross-Up Payment is
to  be  made,  and  (ii)  pay


                                      -8-
<PAGE>
applicable state and local income taxes at the highest marginal rate of taxation
for  the  calendar  year in which the Gross-Up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of  such  state  and  local  taxes.

          5.7     Resignation.   Upon  any termination of employment pursuant to
                  ------------
this  Article  5,  the Executive shall be deemed to have resigned as an officer,
and  if  he or she was then serving as a director of the Company, as a director,
and if required by the Board, the Executive hereby agrees to immediately execute
a  resignation  letter  to  the  Board.

          5.8     Survival.  The  provisions of this Article 5 shall survive the
                  ---------
termination  of  this  Agreement,  as  applicable.

     6.     Restrictive  Covenants.
            -----------------------

          6.1     Non-competition.   In  order  to  folly  protect the Company's
                  ----------------
Proprietary  Information,  at  all  times  during  the  Restricted  Period,  the
Executive  shall  not,  directly or indirectly, perform or provide managerial or
executive  services  on  behalf  of  any  person,  entity or enterprise which is
engaged  in,  or  plans  to  engage  in,  the  provision  of telephonic customer
interaction  solutions in the United States that directly or indirectly competes
with  the  Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the
business  of  telephone  and  telecommunication  installation  and  service).
Notwithstanding  anything  to  the contrary in the forgoing or elsewhere herein,
the  "Company's Business" shall not be deemed to include the current business of
Executive's  other  company,  Synerio,  Inc.,  a  Georgia  corporation, which is
building,  operating  and  selling  hosted  call center applications. During the
Executive's  employment  with  the Company, the Executive shall not, directly or
indirectly,  have any interest hi any business that provides telephonic customer
interaction  solutions  in  the  United  States  (other  than  the Company) that
competes  with  the  Company's  Business, provided that this provision shall not
apply  to  the Executive's ownership or acquisition, solely as an investment, of
securities  of any issuer that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and (hat are listed or admitted for
trading  on any United States national securities exchange or that are quoted on
the  National  Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in  common use, so long as the Executive does not control, acquire a controlling
interest  in  or  become  a member of a group which exercises direct or indirect
control  of,  more  than five percent (5%) of any class of capital stock of such
corporation. For purposes of this Agreement the "RESTRICTED PERIOD" shall be the
period  during  which  the  Executive  is  employed  by  the Company and, if the
Executive's  employment  with  the  Company  is either terminated by the Company
without  Cause  pursuant  to  Section  5.4,  or by the Executive for Good Reason
pursuant  to  Section  5.5c,  and  the  Company has paid to the Executive all of
amounts  then  payable  to  the  Executive  pursuant to Sections 5.4 or 5.5c, as
applicable, the one (1) year period immediately following the termination of the
Executive's  employment  with  the  Company.

          6.2     Confidential  Information.   The  Executive  recognizes  and
                  --------------------------
acknowledges  that  the  Trade  Secrets  (as  defined  below)  and  Confidential
Information  (as  defined  below),  of  the Company and all physical embodiments
thereof,  as  they  may  exist from time-to-time, collectively, the "PROPRIETARY
INFORMATION"  are valuable, special and unique assets of the Company's business.
In  order  to  obtain  and/or  maintain  access to such Proprietary Information,


                                      -9-
<PAGE>
which  employee acknowledges is essential to the performance of his duties under
this  Agreement,  the Executive agrees that, except with respect to those duties
assigned  to  him  by  the  Company,  the Executive shall hold in confidence all
Proprietary  Information  and the Executive will not reproduce, use, distribute,
disclose,  or  otherwise misappropriate any Proprietary Information, in whole or
in  part,  and will take no action causing, or fail to take any action necessary
to  prevent  causing,  any  Proprietary  Information  to  lose  its character as
Proprietary Information, nor will the Executive make use of any such Information
for  the  Executive's own purposes or for the benefit of any person, business or
legal  entity  (except  the  Company)  under  any circumstances, except that the
Executive  may  disclose  such Proprietary Information to the extent required by
law,  provided  that,  prior  to any such disclosure, the Company be provided an
opportunity  to  contest  such  disclosure.

          For  purposes  of  this  Agreement,  the  term  "TRADE  SECRETS" means
information  belonging  to  or  licensed  to  the  Company,  regardless of form,
including,  but  not  limited  to, any technical or non-technical data, formula,
pattern,  compilation,  program,  device, method, technique, drawing, financial,
marketing  or  other  business  plan,  lists of actual or potential customers or
suppliers,  or  any  other  information  similar  to any of the foregoing, which
derives  economic value, actual or potential, from not being generally known to,
and  not  being  readily ascertainable by proper means by, other persons who can
derive  economic  value  from  its  disclosure  or  use.  The term "CONFIDENTIAL
INFORMATION"  means  any  information  belonging  to or licensed to the Company,
regardless  of  form, other than Trade Secrets, which is valuable to the Company
and  not  generally  known  to  competitors  of  the  Company.

          The  provisions of this Section 6.2 will apply to Trade Secrets for as
long  as such information remains a Trade Secret and to Confidential Information
during  the  Executive's employment with the Company and for a period of two (2)
years  following  the termination of the Executive's employment with the Company
for  whatever  reason.

          6.3     Non-solicitation  of  Employees  and Customers.   At all times
                  -----------------------------------------------
during  the  Restricted  Period, as defined in Section 6.1 hereof, the Executive
shall  not,  directly  or indirectly, for himself or for any other person, firm,
corporation,  partnership,  association  or other entity (a) solicit, recruit or
attempt to solicit or recruit any employee of the Company to leave the Company's
employment,  or  (b) solicit or attempt to solicit any of the actual or targeted
prospective  customers  or  clients  of  the Company with whom the Executive had
material contact or about whom the Executive learned Confidential Information on
behalf  of  any  person  or entity in connection with any business that competes
with  the  Company's  Business.

          6.4     Ownership  of  Developments.   All  copyrights, patents, trade
                  ----------------------------
secrete,  or  other  intellectual  property  rights  associated  with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients  (collectively,  the  "WORK  PRODUCT")  shall  belong exclusively to the
Company  and  shall,  to  the  extent possible, be considered a work made by the
Executive  for hire for the Company within the meaning of Title 17 of the United
States  Code.  To the extent the Work Product may not be considered work made by
the  Executive  for  hire  for  the Company, the Executive agrees to assign, and
automatically  assign  at  the time of creation of the Work Product, without any
requirement  of  further  consideration,  any  right,  title,  or  interest  the
Executive  may  have  in such Work Product. Upon the request of the Company, the
Executive


                                      -10-
<PAGE>
shall take such further actions, including execution and delivery of instruments
of  conveyance,  as  maybe  appropriate  to  give full and proper effect to such
assignment

          6.5     Books and Records.   All books, records, and accounts relating
                  ------------------
in  any  manner  to the customers or clients of the Company, whether prepared by
the  Executive or otherwise coming into the Executive's possession, shall be the
exclusive  property  of  the  Company  and  shall be returned immediately to the
Company  on  termination  of  the  Executive's  employment  hereunder  or on the
Company's  request  at  any  time.

          6.6     Definition  of  Company.   Solely for purposes of this Article
                  ------------------------
6,  the term "COMPANY" also shall include any existing or future subsidiaries of
the  Company that are operating during the time periods described herein and any
other  entities that directly or indirectly, through one or more intermediaries,
control,  are  controlled by or are under common control with the Company during
the  periods  described  herein.

          6.7     Acknowledgment  by  Executive.     The  Executive acknowledges
                  ------------------------------
and  confirms  that  the  restrictive  covenants contained in this Article 6 are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company.  (a)  the  restrictive  covenants  contained  in  this  Article  6  are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company, and (b) the restrictions contained in this Article 6 (including without
limitation  the  length  of the term of the provisions of this Article 6)are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion  of  any kind. The Executive further acknowledges and confirms that his
full,  uninhibited and faithful observance of each of the covenants contained in
this  Article  6  will not cause him any undue hardship, financial or otherwise,
and  that  enforcement of each of the covenants contained herein will not impair
his  ability  to  obtain employment commensurate with his abilities and on terms
fully  acceptable  to  him  or  otherwise  to  obtain  income  required  for the
comfortable  support  of him and his family and the satisfaction of the needs of
his  creditors.-The  Executive  acknowledges  and  confirms  that  his  special
knowledge  of  the  business  of  the Company is such as would cause the Company
serious  injury  or  loss  if  he  were to use such ability and knowledge to the
benefit  of a competitor or were to compete with the Company in violation of the
terms  of  this  Article  6.  The  Executive  further  acknowledges  that  the
restrictions  contained  in this Article 6 are intended to be, and shall be, for
the  benefit  of  and  shall  be  enforceable  by,  the Company's successors and
assigns.

          6.8     Reformation  by  Court. In the event that a court of competent
                  -----------------------
jurisdiction  shall determine that any provision of this Article 6 is invalid or
more  restrictive  than  permitted under the governing law of such jurisdiction,
then  only  as  to enforcement of this Article 6 within the jurisdiction of such
court,  such  provision  shall be interpreted and enforced as if it provided for
the  maximum  restriction  permitted  under  such  governing  law.

          6.9     Extension  of  Time. If the Executive shall be in violation of
                  --------------------
any  provision  of  this  Article 6, then each time limitation set forth in this
Article  6  shall  be  extended for a period of time equal to the period of time
during which such violation or violations occur. If the Company seeks injunctive
relief  from  such  violation in any court, then the covenants set forth in this
Article  6  shall be extended for a period of time equal to the pendency of such
proceeding  including  all  appeals  by  the  Executive.


                                      -11-
<PAGE>
          6.10     Survival.  The provisions of this Article 6 shall survive the
                   ---------
termination  of  this  Agreement,  as  applicable.

     7.     Support  Functions:  Profit  Participation.  During the term of this
            -------------------------------------------
Agreement,  no  material  administrative  or corporate support functions, unless
requested by the CEO or President of the Company, shall be integrated with those
of  Charys,  unless  required  by  applicable law, rule or regulation, until the
earlier of the date when (a) the Company's credit facilities with Carolina First
Bank  (or  any  refinancing  of  the  same)  has  been paid in full or (b) until
Executive  is  released  as  a  guarantor on all Company debt guaranteed by such
Executive.  Net  profits in excess of 10 % of the net sales of the Company shall
be  eligible  for distribution through a bonus compensation plan administered by
the  Managers.

     8.     Injunction.  It is recognized and hereby acknowledged by the parties
            -----------
hereto  that  a  breach  by  the  Executive of any of the covenants contained in
Article  6  of  this  Agreement  will  cause  irreparable harm and damage to the
Company,  the monetary amount of which may be virtually impossible to ascertain.
As  a  result, the Executive recognizes and hereby acknowledges that the Company
may  be  entitled  to  an  injunction  from  any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in  Article  6  of  this  Agreement  by  the  Executive or any of Ms affiliates,
associates,  partners  or  agents,  either directly or indirectly, and that such
right  to  injunction  shall  be  cumulative  and  in addition to whatever other
remedies  the  Company  may  possess.

     9.     Attorney's  Fees.   Nothing  contained  herein shall be construed to
            -----------------
prevent  the Company or the Executive from seeking and recovering from the other
damages  sustained by either or both of them as a result of its or his breach of
any  term  or provision of this Agreement. In the event that either party hereto
brings  suit for the collection of any damages resulting from, or the injunction
of  any  action constituting, a breach of any of the terms or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     10.     Assignment.  Neither  party  shall  have  the  right  to  assign or
             -----------
delegate  his  rights  or  obligations hereunder, or any portion thereof, to any
other  person.

     11.     Governing  Law  and  Venue. This Agreement shall be governed by and
             ---------------------------
construed  and  enforced  in  accordance  with the internal laws of the State of
Georgia.  The  venue for any action to enforce this Agreement shall be the state
or  federal  courts  located  within  Fulton  County,  Georgia.

     12.     Entire  Agreement.  This Agreement constitutes the entire agreement
             ------------------
between  the  parties hereto with respect to the subject matter hereof and, upon
its  effectiveness,  shall  supersede  all  prior agreements, understandings and
arrangements,  both  oral and written, between the Executive and the Company (or
any  of  its affiliates) with respect to such subject matter. This Agreement may
not  be  modified  in  any way unless by a written instrument signed by both the
Company  and  the  Executive.

     13.     Notices:  All  notices  required or permitted to be given hereunder
             --------
shall  be  in  writing  and  shall  be  personally delivered by courier, sent by
registered  or  certified  mail,  return


                                      -12-
<PAGE>
receipt  requested  or sent by confirmed facsimile transmission addressed as set
forth  herein.  Notices  personally  delivered,  sent  by  facsimile  or sent by
overnight  courier  shall  be  deemed  given on the date of delivery and notices
mailed  in  accordance with the foregoing shall be deemed given upon the earlier
of  receipt  by  the  addressee,  as evidenced by the return receipt thereof, or
three  (3)  days  after deposit in the U.S. mail. Notice shall be sent (i) if to
the  Company,  addressed  to  the address of the Company in the preamble to this
Agreement,  Attention:  Chairman  of the Board, and (ii) if to the Executive, to
his address as reflected on the payroll records of the Company, or to such other
hi  accordance  with  this  provision.

     14.     Benefits;  Binding  Effect. This Agreement shall be for the benefit
             ---------------------------
of  and  binding  upon  the  parties hereto and their respective heirs, personal
representatives,  legal  representatives,  successors  and,  where permitted and
applicable,  assigns,  including,  without  limitation,  any  successor  to  the
Company,  whether  by  merger,  consolidation,  sale of stock, sale of assets or
otherwise.

     15.     Severability.  The  invalidity  of  any  one  or more of the words,
             -------------
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall not affect the enforceability of the remaining portions of this
Agreement  or any part thereof, all of which are inserted conditionally on then*
being  valid  in  law,  and,  in  the  event  that any one or more of the words,
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall  be  declared  invalid, this Agreement shall be construed as if
such  invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses,  provisions  or  provisions, section or sections or article or articles
had not been inserted. If such invalidity is caused by length of time or size of
area,  or both, the otherwise invalid provision will be considered to be reduced
to  a  period  or  area  which  would  cure  such  invalidity.

     16.     Waivers. The waiver by either party hereto of a breach or violation
            --------
of any term or provision of this Agreement shall not operate nor be construed as
a  waiver  of  any  subsequent  breach  or  violation.

     17.     Damages. Nothing contained herein shall be construed to prevent the
             --------
Company  or  the  Executive  from  seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or  provision  of  this  Agreement. In the event that either party hereto brings
suit  for the collection of any damages resulting from, or the injunction of any
action  constituting,  a  breach  of  any  of  the  terms  or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     18.     Section  Headings.  The  article,  section  and  paragraph headings
             ------------------
contained in this Agreement are for reference purposes only and shall not affect
in  any  way  the  meaning  or  interpretation  of  this  Agreement.

     19.     No  Third  Party  Beneficiary. Nothing expressed or implied in this
             ------------------------------
Agreement  is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto  and their respective heirs, personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights  or  remedies  under  or  by  reason  of  this  Agreement.


                                      -13-
<PAGE>
     20.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             -------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument  and  agreement.

     21.     Indemnification.
             ----------------

               a.     Subject  to  limitations  imposed  by  law,  the  Company
shall  indemnify and hold harmless the Executive to the fullest extent permitted
by  law  from  and  against  any  and  all  claims, damages, expenses (including
attorneys'  fees),  judgments,  penalties,  fines,  settlements,  and  all other
liabilities  incurred  or  paid  by  him  in  connection with the investigation,
defense,  prosecution,  settlement  or  appeal  of  any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and  to which the Executive was or is a party or is threatened to
be  made  a party by reason of the fact that the Executive is or was an officer,
employee  or  agent of the Company, or by reason of anything done or not done by
the  Executive  in  any such capacity or capacities, provided that the Executive
acted  in  good faith, in a manner that was not grossly negligent or constituted
willful  misconduct  and  in  a  manner  he  reasonably believed to be in or not
opposed  to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  The  Company also shall pay any and all expenses (including attorneys
fees)  incurred  by the Executive as a result of the Executive being called as a
witness  in  connection  with any matter involving the Company and/or any of its
officers  or  directors.

               b.     The  Company  shall pay any expenses (including attorneys'
fees),  judgments, penalties, fines, settlements, and other liabilities incurred
by  the Executive in investigating, defending, settling or appealing any action,
suit  or  proceeding  described  in  this  Section  20  in  advance of the final
disposition  of  such action, suit or proceeding. The Company shall promptly pay
the amount of such expenses to the Executive, but in no event later than 10 days
following  the  Executive's  delivery to the Company of a written request for an
advance  pursuant  to  this Section 20, together with a reasonable accounting of
such  expenses.

               c.     The Executive hereby undertakes and agrees to repay to the
Company  any advances made pursuant to this Section 20 if and to the extent that
it  shall  ultimately  be  found  that  the  Executive  is  not  entitled  to be
indemnified  by  the  Company  for  such  amounts.

               d.     The  Company  shall make the advances contemplated by this
Section  20  regardless  of the Executive's financial ability to make repayment,
and  regardless  whether  indemnification  of the Indemnitee by the Company will
ultimately  be required. Any advances and undertakings to repay pursuant to this
Section  20  shall  be  unsecured  and  interest-  free.

               e.     The  provisions  of  this  Section  20  shall  survive the
termination  of  this  Agreement.

         [The remainder of this page has been intentionally left blank]


                                      -14-
<PAGE>
     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.

                                           COMPANY:

                                           By: /s/ Jerry J. Harrison, Jr.
                                              ----------------------------------
                                           Name:  Jerry J. Harrison, Jr.
                                           Title: Chief Executive Officer


                                           CHARYS HOLDING COMPANY, INC.


                                           By: /s/ Billy V. Ray Jr.
                                              ----------------------------------
                                           Name:  Billy V. Ray Jr.
                                                --------------------------------
                                           Title: CEO
                                                 -------------------------------


                                           EXECUTIVE:


                                           /s/ Gregory A. Buchholz
                                           -------------------------------------
                                           Name: Gregory A. Buchholz


                                      -15-
<PAGE>
Exhibit A

<TABLE>
<CAPTION>
<S>                                                  <C>
Base year numbers for Method IQ - stand alone

Revenue                                              15,000,000

EBITDA                                                1,400,000

Net Income                                            1,200,000


Target Acquisitions Incentive Compensation Example

Purchase Parameters (examples)
  4 times EBITDA Purchase Price - No more than 50% Stock
  Minimum Sales level of $3 million
  Trailing 12 month EBITDA =/> 10% of Revenue
  Retained Earnings has to be positive
  Has to be profitable
  Sales Price can not exceed 5 times Book Value
    (Book Value can be adjusted for undervalued assets based on third party appraisal)
</TABLE>

<TABLE>
<CAPTION>
Performance Enhancement Target                             Weighted
<S>                             <C>                        <C>
Sales Increase                  10% year over year Growth     20.00%
EBITDA                          13% year over year Growth     35.00%
Net Income                      14% year over year Growth     45.00%
</TABLE>

Acquisitions Base Year Numbers
<TABLE>
<CAPTION>
Targeted Performance  Base Year
<S>                   <C>
Sales                 6,000,000
EBITDA                  500,000
Net Income              400,000
</TABLE>

<TABLE>
<CAPTION>
                             Base Year            First Year           Second Year           Third Year
Combined Base Year Numbers    Combined             Targets               Targets              Targets
<S>                          <C>         <C>      <C>         <C>      <C>          <C>      <C>         <C>
Sales                        21,000,000  100.00%  23,100,000  100.00%   25,410,000  100.00%  27,951,000  100.00%
EBITDA                        1,900,000    9.05%   2,147,000    9.29%    2,426,110    9.55%   2,741,504    9.81%
Net Income                    1,600,000    7.62%   1,624,000    7.90%    2,079,360    8.18%   2,370,470    8.48%

Target Bonus Amount at 15%                           273,600               311.904              355,571
Stock Price Avg for Year                                4.00                  6.00                 8.00
Target Bonus Units                                    65,400                51,984               44,446
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
            Actual Performance
<S>                                     <C>           <C>      <C>           <C>      <C>            <C>      <C>
Sales                                    24,000,000   100.00%   26,000,000   100.00%    33,000,000   100.00%
EBITDA                                    2,000,000     8.33%    2,100,000     6.08%     3,500,000    10.61%
Net Income                                1,850,000     7.71%      900,000     3.46%     1,200,000     3.64%        3,950,000

       Achieved Target Performance
Sales                                        103.90%                102.32%                 118.06%
EBITDA                                        93.15%                 36.56%                 127.67%
Net Income                                   101.43%                 43.28%                  50.62%

 Weighted Average Achieved Performance
Sales                                         20.78%                 20.46%                  23.61%
EBITDA                                        32.60%                 30.30%                  44.68%
Net Income                                    45.64%                 19.48%                  22.78%           Target Bonus
                                                                                                                Achieved
Total                                         99.02%                 70.24%                  91.06%                   813.844

Target Bonus Achieved                       270,930                219,072                 323,841
Stock Price Avg for Year                $      4.00            $      6.00            $       8.00            Incentive Units
Incentive Shares Achieved                    67,733                 36,512                  40,480            Earned
                                                                                                                      144,725
      Second Acquisition Year Two

                                                                First Year              Second Year
         Targeted Performance             Base Year               Target                   Target
Sales                                     3,000,000   100.00%     3,300,00   100.00%     3,630,000
EBITDA                                      250,000     8.33%      282,500     8.56%       319,225
Net Income                                  200,000     6.67%      228,000     6.91%       259,920

Combined Base Year Numbers               27,000,000   100.00%   29,700,000   100.00%    32,670,000   100.00%
Sales                                     2,250,000     8.33%    2,542,500     8.58%     2,673,025     8.79%
EBITDA                                    2,050,000     7.59%    2,337,000     7.87%     2,664,180     8.15%
Net Income

Target Bonus Amount at 15%                                         350,550                 399,627
Stock Price Avg for Year                                              6.00                    8.00
Target Bonus Units                                                  58,425                  49,953
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
           Actual Performance
<S>                                    <C>                <C>           <C>      <C>           <C>
Sales                                   24,000,000         26,000,000   100.00%   33,000,000   100.00%
EBITDA                                   2,000,000          2,600,000     9.29%    2,500,000     7.58%
Net Income                               1,850,000          2,200,000     7.86%    2,000,000     6.06%

      Achieved Target Performance
Sales                                       103.90%             94.28%                101.01%
EBITDA                                       93.15%            102.26%                 87.02%
Net Income                                  101.43%             94.14%                 75.07%

 Weighted Average Achieved Performance
Sales                                        20.78%             16.66%                 20.20%
EBITDA                                       32.60%             35.79%                 30.46%
Net Income                                   45.64%             42.36%                 33.78%
                                                                                                       Target Bonus
Total                                        99.02%             97.01%                 84.44%            Achieved

Target Bonus Achieved                      270,930            340,064                337,442               610,995
Stock Price Avg for Year               $      4.00        $      6.00            $      8.00
Incentive Shares Achieved                   67,733             56,677                 42,180


                                                                                                  Incentive Units
                                                                                                       Earned
                                                                                                          166,590
</TABLE>
<TABLE>
<CAPTION>
Sales Price Incentive if all three Years Goals are meet
<S>                                               <C>                                          <C>
Purchase Price based on Board Parameters           1,200,000                                             Value
Actual Price Negotiated                              900,000                                           $1,323,722
Variance                                             300,000

Sales Price Incentive %                                25.00%

Bonus for Successful Integration - paid in cash   $   75,000
</TABLE>


The Sales price incentive was omitted in the Draft letter of intent but will be
connected.