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                                PROMISSORY NOTE
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                                  (Fixed Rate)

$300,000.00                                           July 28, 2005

For  value  received,  CHARYS  HOLDING COMPANY, INC., a Delaware corporation, as
principal ("Borrower"), promises to pay to the order of THE FROST NATIONAL BANK,
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a  national  banking association ("Lender") at P.O. Box 1600, San Antonio, Texas
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78296,  or  at  such  other address as Lender shall from time to time specify in
writing,  the  principal  sum  of  THREE  HUNDRED  THOUSAND  AND  NO/100 DOLLARS
($300,000.00),  in  legal and lawful money of the United States of America, with
interest  on  the outstanding principal from the date advanced until paid at the
rate set out below. Interest shall be computed on a per annum basis of a year of
360  days  and  for  the  actual number of days elapsed, unless such calculation
would  result  in  a  rate greater than the highest rate permitted by applicable
law,  in which case interest shall be computed on a per annum basis of a year of
365  days  or  366  days  in  a  leap  year,  as  the  case  may  be.

     1.   Payment  Terms.
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     The  entire  amount  hereof,  principal and interest then remaining unpaid,
shall  be  then due and payable on August 28, 2006; interest being calculated on
the  unpaid  principal  each  day principal is outstanding and all payments made
credited  to  any  collection  costs  and  late charges, to the discharge of the
interest  accrued and to the reduction of the principal, in such order as Lender
shall  determine.

     2.   Late Charge.  If a payment is made 10 days or more late, Borrower will
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be  charged,  in  addition  to  interest,  a delinquency charge of (i) 5% of the
unpaid portion of the regularly scheduled payment, or (ii) $250.00, whichever is
less.   Additionally,  upon  maturity of this Note, if the outstanding principal
balance (plus all accrued but unpaid interest) is not paid within 10 days of the
maturity  date,  Borrower  will be charged a delinquency charge of (i) 5% of the
sum of the outstanding principal balance (plus all accrued but unpaid interest),
or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges
set  forth herein are reasonable compensation to Lender for the handling of such
late  payments.

     3.   Interest  Rate.  The  unpaid principal balance of this Note shall bear
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interest  prior  to maturity (however such maturity is brought about) at a fixed
rate  of  twelve  percent  (12%)  per  annum.

     4.   Default  Rate.  Matured  unpaid  principal  and  interest  shall  bear
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interest  from  date of maturity until paid at (a) the highest rate permitted by
applicable law, or (b) if no such maximum rate is established by applicable law,
at  the  rate  stated  above  plus  five  percent  (5%)  per  annum.

     5.   Prepayment.  Borrower reserves the right to prepay, prior to maturity,
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all  or any part of the principal of this Note without penalty.  Any prepayments
shall  be applied first to accrued interest and then to principal. Borrower will
provide  written notice to the holder of this Note of any such prepayment of all
or  any part of the principal at the time thereof.  All payments and prepayments
of  principal  or  interest  on  this  Note shall be made in lawful money of the
United  States  of  America  in  immediately  available funds, at the address of
Lender  indicated  above,  or  such  other


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place  as  the  holder  of this Note shall designate in writing to Borrower. All
partial  prepayments  of  principal  shall  be  applied to the last installments
payable  in  their  inverse  order  of  maturity.

     6.   Default.  It  is  expressly provided that upon default in the punctual
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payment  of  this  Note  or  any part hereof, principal or interest, as the same
shall  become  due  and  payable,  or upon the occurrence of an event of default
specified  in  any of the other Loan Documents (as defined below), the holder of
this  Note may, at its option, without further notice or demand, (i) declare the
outstanding principal balance of and accrued but unpaid interest on this Note at
once  due  and payable, (ii) refuse to advance any additional amounts under this
Note, (iii) foreclose all liens securing payment hereof, (iv) pursue any and all
other  rights,  remedies and recourses available to the holder hereof, including
but  not  limited  to  any  such  rights,  remedies  or recourses under the Loan
Documents,  at law or in equity, or (v) pursue any combination of the foregoing;
and  in the event default is made in the prompt payment of this Note when due or
declared due, and the same is placed in the hands of an attorney for collection,
or suit is brought on same, or the same is collected through probate, bankruptcy
or  other judicial proceedings, then the Borrower agrees and promises to pay all
costs  of  collection,  including  reasonable  attorney's  fees.

     7.   Joint  and  Several Liability; Waiver.  Each maker, signer, surety and
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endorser  hereof,  as well as all heirs, successors and legal representatives of
said parties, shall be directly and primarily, jointly and severally, liable for
the  payment  of  all  indebtedness hereunder.  Lender may release or modify the
obligations  of  any of the foregoing persons or entities, or guarantors hereof,
in  connection  with this loan without affecting the obligations of  the others.
All such persons or entities expressly waive presentment and demand for payment,
notice  of  default,  notice  of  intent  to  accelerate  maturity,  notice  of
acceleration  of  maturity,  protest, notice of protest, notice of dishonor, and
all  other  notices  and  demands for which waiver is not prohibited by law, and
diligence  in  the  collection  hereof;  and  agree to all renewals, extensions,
indulgences, partial payments, releases or exchanges of collateral, or taking of
additional  collateral,  with  or  without notice, before or after maturity.  No
delay  or omission of Lender in exercising any right hereunder shall be a waiver
of  such  right  or  any  other  right  under  this  Note.

     8.   No  Usury  Intended; Usury Savings Clause.  In no event shall interest
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contracted  for,  charged  or  received  hereunder,  plus  any  other charges in
connection  herewith  which  constitute  interest,  exceed  the maximum interest
permitted  by  applicable  law.  The  amounts  of such interest or other charges
previously  paid to the holder of the Note in excess of the amounts permitted by
applicable  law  shall  be  applied  by  the  holder  of  the Note to reduce the
principal  of  the  indebtedness evidenced by the Note, or, at the option of the
holder  of  the  Note,  be refunded.  To the extent permitted by applicable law,
determination of the legal maximum amount of interest shall at all times be made
by  amortizing,  prorating,  allocating  and spreading in equal parts during the
period of the full stated term of the loan and indebtedness, all interest at any
time  contracted for, charged or received from the Borrower hereof in connection
with  the  loan  and  indebtedness  evidenced hereby, so that the actual rate of
interest  on account of such indebtedness is uniform throughout the term hereof.

     9.   Security.  This  Note  is  secured  by,  inter  alia,  the  following:
          --------                                 -----  ----

          (a)  a  separate  Guaranty  Agreement  from  each  of  Contemporary
     Constructors,  Inc.,  CCI  Telecon,  Inc.,  CCI Integrated Solutions, Inc.,
     Berkshire  Wireless,  Inc.  and  Michael  J.  Novak.


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<PAGE>
This  Note and all other documents evidencing, securing, governing, guaranteeing
and/or  pertaining  to  this  Note, including but not limited to those documents
described  above,  are  hereinafter  collectively  referred  to  as  the  "Loan
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Documents."  The  holder  of  this Note is entitled to the benefits and security
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provided  in  the  Loan  Documents.

     10.  Texas  Finance  Code.  In  no  event  shall  Chapter  346 of the Texas
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Finance  Code  (which  regulates  certain  revolving loan accounts and revolving
tri-party  accounts)  apply to this Note.  To the extent that Chapter 303 of the
Texas Finance Code is applicable to this Note, the "weekly ceiling" specified in
such  article  is  the  applicable ceiling; provided that, if any applicable law
permits  greater interest, the law permitting the greatest interest shall apply.

     11.  Governing  Law, Venue.  This Note is being executed and delivered, and
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is  intended  to  be performed in the State of Texas.  Except to the extent that
the  laws  of  the  United States may apply to the terms hereof, the substantive
laws  of the State of Texas shall govern the validity, construction, enforcement
and  interpretation of this Note.  In the event of a dispute involving this Note
or  any  other  instruments  executed  in  connection  herewith, the undersigned
irrevocably  agrees  that  venue  for  such  dispute  shall  lie in any court of
competent  jurisdiction  in  Bexar  County,  Texas.

     12.  Purpose  of  Loan.  Borrower  agrees  that no advances under this Note
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shall  be used for personal, family or household purposes, and that all advances
hereunder  shall  be  used solely for business, commercial, investment, or other
similar  purposes.

     13.  Captions.  The captions in this Note are inserted for convenience only
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and  are  not  to  be  used  to  limit  the  terms  herein.

     14.  Financial  Information.  Borrower  agrees  to  promptly  furnish  such
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financial information and statements, including financial statements in a format
acceptable to Lender, lists of assets and liabilities, agings of receivables and
payables,  inventory  schedules,  budgets,  forecasts,  tax  returns,  and other
reports  with  respect to Borrower's financial condition and business operations
as  Lender  may  request  from time to time.  This provision shall not alter the
obligation  of  Borrower  to deliver to Lender any other financial statements or
reports pursuant to the terms of any other loan documents executed in connection
with  this  Note.


                                        BORROWER:
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                                        CHARYS HOLDING COMPANY, INC.,
                                        a Delaware corporation

                                        By:
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                                            Billy V. Ray, Jr.
                                            Chairman and Chief Executive Officer


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