CERTIFICATE OF AMENDMENT
                 TO THE CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES C CONVERTIBLE
                 PREFERRED STOCK OF CHARYS HOLDING COMPANY, INC.

     I,  Billy  V.  Ray, Jr., Chief Executive Officer of Charys Holding Company,
Inc.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  (the  "Company"),  in accordance with the provisions of Section 151 of
the  Delaware  General  Corporation  Law,  DO  HEREBY  CERTIFY:

     FIRST:  That  at  a  meeting  of  the  Board of Directors of Charys Holding
Company,  Inc.  resolutions were duly adopted setting forth a proposed amendment
of  the  Certificate  of  Designation,  Preferences  and  Rights of the Series C
Preferred  Stock  of said corporation, declaring said amendment to be advisable,
and that, pursuant to the authority conferred upon the Board of Directors of the
Company  (the  "Board")  by the Certificate of Incorporation of the Company, the
Board  on  July  22,  2005,  adopted  the  following  resolution:


     RESOLVED, that pursuant to the authority granted to and vested in the Board
in  accordance  with  the  provisions of the Certificate of Incorporation of the
Company,  the  terms,  rights and preferences of the Series C Preferred Stock of
the  Company  ("Series  C  Convertible Preferred Stock,"), consisting of 500,000
shares  be,  and  they hereby are, amended in their entirety to read as follows:

     1.   Dividends.  Notwithstanding  anything  herein  to  the  contrary,  and
          ---------
except  as  may  otherwise  be  provided  in  Paragraph 7 hereof, the holders of
outstanding  shares  of  the  Series  C Convertible Preferred Stock shall not be
entitled  to  receive  any  dividends,  whether in form of cash, stock, or other
property.

     2.   Redemption  Rights.  Subject  to the applicable provisions of Delaware
          ------------------
law,  the  Company,  at  the  option of its directors may at any time within two
years of the date hereof, redeem the whole or any part of the outstanding Series
C Preferred Stock.  Any such redemption shall be pro rata with respect to all of
the  holders of the Series C Preferred Stock.  Upon redemption the Company shall
pay  for each share redeemed the amount of $3.50 per share, payable in cash (the
"Redemption  Price").

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series C Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal office of the Company is located.  Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series C Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed shares.  If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
C  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease and all rights of the holders of the Series C Preferred
Stock  shall  terminate,  except  only  the  right of the holders to receive the
redemption price without interest upon surrender of their certificates therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series C Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute  full  payment  of  the  shares  to


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their  holders,  and  from and after the date of the deposit the shares shall no
longer  be  outstanding  and  the holders thereof shall cease to be stockholders
with  respect  to  such  shares,  and  shall have no rights with respect thereto
except  the  right  to  receive  from  the  bank or trust company payment of the
redemption  price  of  the  shares without interest, upon the surrender of their
certificates  therefor.  Any interest accrued on any funds so deposited shall be
the property of, and paid to, the Company.  If the holders of Series C Preferred
Stock  so called for redemption shall not, at the end of two years from the date
fixed  for redemption thereof, have claimed any funds so deposited, such bank or
trust  company shall thereupon pay over to the Company such unclaimed funds, and
such bank or trust company shall thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3.   Liquidation  Rights.  Subject  to the superior rights of the Company's
          -------------------
Series B Preferred Stock, upon the dissolution, liquidation or winding up of the
Company,  whether  voluntary or involuntary, the holders of the then outstanding
shares  of Series C Convertible Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on shares of the common
stock  of  the  Company, par value $0.001 per share (the "Common Stock"), or any
other  class  of  capital  stock  of  the Company ranking junior to the Series C
Convertible  Preferred  Stock.

          (a)  The  sale,  conveyance, exchange or transfer (for cash, shares of
stock,  securities  or  other  consideration)  of  all  or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

          (b)  After  the  payment  to  the  holders  of  shares of the Series C
Convertible  Preferred  Stock  of  the  full  preferential amounts fixed by this
Paragraph  3 for shares of the Series C Convertible Preferred Stock, the holders
of the Series C Convertible Preferred Stock as such shall have no right or claim
to  any  of  the  remaining  assets  of  the  Company.

          (c)  In the event the assets of the Company available for distribution
to  the  holders  of  the Series C Convertible Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series C
Convertible  Preferred  Stock,  if  any,  upon  such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the  shares  of the Series C Convertible Preferred Stock, ratably, in proportion
to the full distributive amounts for which holders of all such parity shares are
respectively  entitled  upon  such  dissolution,  liquidation  or  winding  up.

     4.   Conversion  of  Series  C  Convertible Preferred Stock.  The holder of
          ------------------------------------------------------
shares of the Series C Convertible Preferred Stock shall have the right, at such
holder's  option,  to  convert  any number of shares of the Series C Convertible
Preferred  Stock  into  shares of the Common Stock.  Such right to convert shall
commence  two  years  after  the  date  the  shares  of the Series C Convertible
Preferred  Stock are issued to such holder (the "Issue Date") and shall continue
thereafter  for  a  period  of  two  years,  such  period  ending  on the fourth
anniversary  of  the  Issue  Date.  In the event that the holder of the Series C
Convertible Preferred Stock elects to convert such shares into Common Stock, the
holder  shall  have  60 days from the date of such notice in which to tender his
shares  of  Series  C  Convertible  Preferred  Stock  to  the Company.  Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)  Conversion  Rate.  Subject to adjustment as provided herein, each
               ----------------
share  of the Series C Convertible Preferred Stock shall be convertible into one
fully  paid and nonassessable share of the Common Stock (the "Conversion Rate").

          (b)  Adjustment  of Conversion Rate for Dilution and Other Events.  In
               ------------------------------------------------------------
order  to prevent dilution of the rights granted to the holders of shares of the
Series  C  Convertible  Preferred  Stock, the Conversion Rate will be subject to
adjustment  from  time  to  time  as  follows:


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<PAGE>
               (i)     Adjustment  of  Conversion  Rate  upon  Subdivision  or
                       -------------------------------------------------------
Combination  of the Common Stock.  If the Company at any time subdivides (by any
--------------------------------
stock  split,  stock  dividend,  recapitalization  or  otherwise) the issued and
outstanding  or  authorized  Common  Stock  into a greater number of shares, the
Conversion  Rate  in  effect  immediately  prior  to  such  subdivision  will be
proportionately increased.  If the Company at any time combines (by combination,
reverse  stock  split  or  otherwise)  the  issued and outstanding or authorized
Common  Stock  into  a  smaller  number of shares, the Conversion Rate in effect
immediately  prior  to  such  combination  will  be  proportionately  decreased.

               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or Sale.  Any recapitalization, reorganization, reclassification, consolidation,
-------
merger,  or  other  similar  transaction  which  is  effected in such a way that
holders  of  the  Common  Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of the outstanding shares of the Series C Convertible Preferred Stock,
to  ensure  that  each  of  the  holders  of  shares of the Series C Convertible
Preferred Stock will thereafter have the right to acquire and receive in lieu of
or  in  addition  to,  as  the  case  may  be,  the  shares  of the Common Stock
immediately  theretofore  acquirable  and receivable upon the conversion of such
holder's  Series C Convertible Preferred Stock, such shares of stock, securities
or  assets  as  may  be issued or payable with respect to or in exchange for the
number  of  shares  of  the  Common Stock immediately theretofore acquirable and
receivable  upon  the  conversion  of  such  holder's  shares  of  the  Series C
Convertible  Preferred  Stock  had  such Organic Change not taken place.  In any
such  case,  the  Company will make appropriate provision, in form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  C  Convertible Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series C Convertible Preferred Stock.
The  Company  will not effect any such consolidation or  merger or other similar
transaction,  unless  prior  to  the  consummation  thereof the successor entity
resulting  from  such  consolidation  or merger or other similar transaction, if
other  than  the  Company, assumes, by written instrument, in form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  C  Convertible Preferred Stock, the obligation to deliver to each holder
of  shares  of  the  Series  C Convertible Preferred Stock such shares of stock,
securities  or assets as, in accordance with the foregoing provisions, that such
holder  may  be  entitled  to  acquire.

               (iii)     Notices.  Immediately  upon  any  adjustment  of  the
                         -------
Conversion Rate, the Company will give written notice of such adjustment to each
holder  of  shares of the Series C Convertible Preferred Stock, setting forth in
reasonable  detail  and  certifying  the  calculation  of  such adjustment.  The
Company  will  give  written  notice  to  each  holder of shares of the Series C
Convertible  Preferred  Stock  at  least  20 days prior to the date on which the
Company  closes  its  books  or  takes  a record with respect to any dividend or
distribution upon the Common Stock, or with respect to any pro rata subscription
offer to holders of the Common Stock.  The Company will also give written notice
to each holder of shares of the Series C Convertible Preferred Stock at least 20
days  prior  to the date on which any Organic Change, dissolution or liquidation
will  take  place.

          (c)  Purchase  Rights.  If  at  any time the Company grants, issues or
               ----------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase Rights"), then each holder of shares of the Series C Convertible
Preferred  Stock  will be entitled to acquire, upon the terms applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired  if  such  holder  had  held  the  number of shares of the Common Stock
acquirable  upon  complete  conversion  of  the  holder's shares of the Series C
Convertible  Preferred  Stock  immediately  before the date on which a record is
taken  for  the  grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of the Common Stock are
to  be  determined  for  the  grant,  issue  or  sale  of  such Purchase Rights.

          (d)  Mechanics  of  Conversion.  To  convert  shares  of  the Series C
               -------------------------
Convertible  Preferred  Stock  into  full shares of the Common Stock on any date
(the  "Conversion  Date"),  the  holder thereof shall (i) deliver or transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares  of  the  Series  C  Convertible


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<PAGE>
Preferred  Stock being converted, or an indemnification undertaking with respect
to  such  shares  in the case of the loss, theft or destruction thereof, and the
originally  executed  Conversion  Notice.  Upon  receipt  by  the  Company  of a
facsimile  copy  of a Conversion Notice, the Company shall immediately send, via
facsimile,  a  confirmation of receipt of such Conversion Notice to such holder.
Within  five  business  days of the Company's receipt of the originally executed
Conversion  Notice  and the holder's Preferred Stock Certificate(s), the Company
shall  issue  and  surrender  to  a common carrier for overnight delivery to the
address  as specified in the Conversion Notice, a certificate, registered in the
name of the holder or its designee, for the number of shares of the Common Stock
to  which  the  holder  is  entitled.

          (e)  Record  Holder.  The person or persons entitled to receive shares
               --------------
of  the  Common  Stock  issuable  upon  conversion  of  shares  of  the Series C
Convertible  Preferred  Stock  shall  be  treated for all purposes as the record
holder  or  holders  of  such shares of the Common Stock on the Conversion Date.

          (f)  Fractional  Shares.  The  Company  shall not be required to issue
               ------------------
any  fraction of a share of the Common Stock upon any conversion.  All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one  share of the Series C Convertible Preferred Stock shall be aggregated
for  purposes of determining whether the conversion would result in the issuance
of  a  fraction of a share of the Common Stock.  If, after such aggregation, the
issuance  would  result  in the issuance of a fraction of it share of the Common
Stock,  the  Company shall round such fraction of a share of the Common Stock up
or  down  to  the  nearest  whole  share.

          (g)  Reissuance of Certificates.  In the event of a conversion of less
               --------------------------
than  all  of the shares of the Series C Convertible Preferred Stock represented
by a particular Preferred Stock Certificate, the Company shall promptly cause to
be  issued  and  delivered  to the holder of such Series C Convertible Preferred
Stock  a  new  Series C Convertible Preferred Stock Certificate representing the
remaining  shares  of  the  Series  C Convertible Preferred Stock which were not
corrected.

     5.   Reservation  of  Shares.  The  Company  shall,  so  long as any of the
          -----------------------
shares  of the Series C Convertible Preferred Stock are outstanding, reserve and
keep  available  out  of its authorized and unissued shares of the Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series C
Convertible  Preferred  Stock, the number of shares of the Common Stock as shall
from  time  to  time  be  sufficient  to  affect  the  conversion  of all of the
outstanding  shares  of  the  Series  C  Convertible  Preferred  Stock.

     6.   Seniority.  The shares of the Company's Series B Convertible Preferred
          ---------
Stock  shall  rank  superior to the shares of the Series C Convertible Preferred
Stock,  the Common Stock, and to the shares of all other series of the Company's
preferred  stock.  Except  for  the shares of the Company's Series B Convertible
Preferred  Stock,  the  rights  of  the shares of the Common Stock and all other
series  of the Company's preferred stock shall be subject to the preferences and
relative  rights  of  the  shares  of  the Series C Convertible Preferred Stock.
Except  for  the  shares  of the Company's Series B Convertible Preferred Stock,
without  the  prior  written  consent of the holders of not less than two-thirds
(2/3) of the outstanding shares of the Series C Convertible Preferred Stock, the
Company shall not hereafter authorize or issue additional or other capital stock
that  is  of  senior  or  equal  rank  to the shares of the Series C Convertible
Preferred  Stock  in respect of the preferences as to distributions and payments
upon  the  liquidation,  dissolution  and winding up of the Company described in
Paragraph  3  above.

     7.   Restriction  on  Dividends.  The  Company  shall  not declare or pay a
          --------------------------
dividend or other distribution with respect to the shares of the Common Stock or
any  other  series  of  the  Company's  preferred  stock  unless  the  Company
simultaneously  pays  or  distributes  to  each holder of shares of the Series C
Convertible Preferred Stock an amount equal to the amount such holder would have
received  had  all of such holder's shares of the Series C Convertible Preferred
Stock  been converted to shares of the Common Stock on the business day prior to
the  record  date  for  any  such  dividend  or  distribution.

     8.   Vote  to Change the Terms of the Series C Convertible Preferred Stock.
          ---------------------------------------------------------------------
Without  the  prior  written  consent of the holders of not less than two-thirds
(2/3) of the outstanding shares of the Series C Convertible Preferred Stock, the
Company  shall not amend, alter, change or repeal in any way, whether by merger,
consolidation  or  otherwise,  any  of the powers, designations, preferences and
rights  of  the  Series  C  Convertible  Preferred  Stock.


                                        4
<PAGE>
     9.   Lost  or Stolen Certificates.  Upon receipt by the Company of evidence
          ----------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares of the Series C Convertible
Preferred  Stock,  and,  in  the  case  of  loss,  theft  or destruction, of any
indemnification  undertaking or bond, in the Company's discretion, by the holder
to  the  Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock certificate(s), the Company shall execute and deliver new
Series  C  Convertible  Preferred  Stock  certificate(s) of like tenor and date;
provided,  however,  the  Company  shall  not  be obligated to re-issue Series C
Convertible Preferred Stock certificates if the holder thereof contemporaneously
requests  the  Company  to  convert  such  shares  of  the  Series C Convertible
Preferred  Stock  into  the  Common  Stock.

     10.  Voting.  The holders of the Series C Convertible Preferred Stock shall
          ------
have no voting rights on any matter submitted to the stockholders of the Company
for  their vote, waiver, release or other action, or be considered in connection
with  the  establishment  of  a  quorum,  except  as  may otherwise be expressly
provided  herein  or  required by law or by the applicable stock exchange rules.

     The  Resolution  was duly adopted by all of the directors of the Company as
required  by  Section  151  of  the  Delaware  General  Corporation  Law.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Certificate of
Designation,  Preferences  and  Rights on behalf of the Company this 22th day of
July,  2005.

                                    CHARYS HOLDING COMPANY, INC.


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


                                        5
<PAGE>
                                  ATTACHMENT A
                          CHARYS HOLDING COMPANY, INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing Series C Convertible Preferred Stock of Charys Holding
Company,  Inc., the undersigned hereby elects to convert the number of shares of
Series  C  Convertible  Preferred  Stock,  par value $0.001 per share, of Charys
Holding  Company, Inc. (the "Company") indicated below into shares of the common
stock,  par  value  $0.001  per  share  (the "Common Stock"), of the Company, by
tendering  the  stock  certificate(s)  representing the share(s) of the Series C
Convertible  Preferred  Stock  hereinafter  described  as  of the date specified
below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned  upon  conversion  of  shares  of the Series C Convertible Preferred
Stock  may  not  be  sold, pledged, hypothecated or otherwise transferred unless
such securities are registered under the Securities Act of 1933, as amended, and
any  other  applicable securities law, or the Company has received an opinion of
counsel  satisfactory  to  it  that  registration  is not required.  A legend in
substantially  the  following  form  will be placed on any certificates or other
documents  evidencing  the  securities  to  be issued upon any conversion of the
shares  of  the  Series  C  Convertible  Preferred  Stock:

          THE  SECURITIES  REPRESENTED  BY THIS INSTRUMENT OR DOCUMENT
          HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  AND  HAVE  NOT  BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          THE  SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION,
          SUCH  SECURITIES  MAY  NOT BE SOLD, PLEDGED, HYPOTHECATED OR
          OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF
          AN  OPINION  OF  COUNSEL  SATISFACTORY  TO  THE COMPANY THAT
          REGISTRATION  IS  NOT  REQUIRED  FOR  SUCH  TRANSFER  OR THE
          SUBMISSION  TO  THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
          SATISFACTORY  TO  THE  COMPANY  TO  THE EFFECT THAT ANY SUCH
          TRANSFER  SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
          1933,  AS  AMENDED,  THE SECURITIES LAW OF ANY STATE, OR ANY
          RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

Date of Conversion:
                   ---------------------

Number of shares of the Series C Convertible Preferred Stock to be converted:

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

Stock  certificate  no(s).  of  the shares of the Series C Convertible Preferred
Stock to be converted:

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

Conversion Rate:
                ------------------------

Number of shares of the Common Stock to be issued:

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

Name in which shares of the Common Stock are to be issued:

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

-----------------------------------
Signature

-----------------------------------
Printed Name and Address


<PAGE>