PUT AGREEMENT

     This  PUT AGREEMENT, dated effective as of July 28, 2005, is by and between
Michael  J.  Novak,  an  individual  ("Novak"),  and  The Frost National Bank, a
national  banking  association  ("Frost").

                                    RECITALS

     A.   Frost  owns  500,000  shares  (the  "Put  Shares")  of  the  Series  C
Convertible  Preferred  Stock  of  Charys  Holding  Company,  Inc.,  a  Delaware
corporation  ("Charys").

     B.   Novak  and Frost desire to enter into this Put Agreement wherein Novak
grants  to  Frost  the  right  to  require Novak to purchase the Put Shares from
Frost,  as  more  fully  set  forth  herein.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally  bound  hereby,  agree  as  follows:

     1.   Grant  of  Put.  Novak  hereby  grants  to  Frost the option (the "Put
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Option"), in Frost's sole and exclusive discretion, to require Novak to purchase
the  Put  Shares  from  Frost as set forth in numbered paragraph 2 below for the
purchase  price  specified  in  numbered  paragraph  3  below.

     2.   Exercise.  The  Put Option granted hereby may be exercised at any time
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after  twenty-four  (24)  months  after  the  date hereof and before thirty (30)
months  after the date hereof (the "Exercise Term").  Frost may exercise the Put
Option  at  any  time  during  the Exercise Term by delivering written notice of
exercise  (the  "Exercise  Notice")  to Novak in the manner provided in numbered
paragraph 5 below.  If notice of exercise is not received by Novak prior to 5:00
p.m.  San  Antonio,  Texas  time  on the last day of the Exercise Term, this Put
Agreement  and  the  Put  Option  granted hereunder shall terminate and be of no
further  force or effect.  The Put Option may be exercised only as a whole as to
all of the Put Shares then owned by Frost and may not be exercised in part.  Any
attempt  to  exercise  the  Put  Option for less than all of the Put Shares then
owned  by  Frost  shall  be  void  and  of  no  effect.

     3.   Purchase  Price;  Settlement  of Transaction.  The purchase price upon
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exercise  of  the Put Option shall be $3.50 per share (the "Put Purchase Price")
payable  by  Novak  to  Frost.  The  closing of the purchase and sale of the Put
Shares (the "Closing") shall take place at 10:00 a.m. San Antonio, Texas time at
the  offices  of  Frost  at 100 W. Houston Street, San Antonio, Texas, 78205 and
shall  occur  on  the  tenth business day following the delivery of the Exercise
Notice  to  Novak,  or  at such other time and place as shall be mutually agreed
upon  by  Novak  and  Frost.  At the Closing, Frost shall deliver to Novak stock
certificates  representing  the  Put  Shares  accompanied by duly executed stock
powers  with  signatures  as  may be necessary to vest title in Novak to the Put
Shares free and clear of all liens, claims, security interests, rights of others
or  other encumbrances, against delivery by Novak to Frost, by wire transfer, of
an  amount  equal  to  the  Put  Purchase  Price.


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     4.   Investment  Representation.  In  the  event  of an exercise of the Put
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Option,  Novak  acknowledges that the Put Shares to be delivered to him pursuant
to numbered paragraph 3 hereof are not being registered under the Securities Act
of  1933,  as  amended  (the  "Act")  and  that  the  transfer  to  him  of such
unregistered Shares will be being made by Frost in reliance on the provisions of
Section 4(2) of the Act.  Novak represents that, if the Put Option is exercised,
he  intends to acquire the Put Shares for investment for his own account and not
with  a  view  to  the  distribution  thereof.

     5.   Notices.  All  notices  and  communications  which  are  required  or
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permitted  hereunder shall be sufficient and deemed received when in writing and
delivered personally, or next day after being mailed by Federal Express or other
reliable  overnight  mail  delivery,  delivery charges prepaid, or five (5) days
after being mailed by registered or certified mail, postage prepaid, as follows:

     If  to  Novak:

          c/o  Contemporary  Constructors,  Inc.
          19240  Redland  Road
          San  Antonio,  Texas  78259

     If  to  Frost:

          The  Frost  National  Bank
          Attn:  Phil  Dudley  (T-5)
          100  West  Houston  Street
          San  Antonio,  Texas  78205

or  to such other person or persons or address or addresses as may be designated
by  written  notice  to  the  other  parties  as  provided  hereunder.

     6.   Adjustments.  In  the  event  of any change in the nature or amount of
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any  Put  Shares  by  reason  of any stock dividend, split-up, reclassification,
recapitalization,  merger,  consolidation  or reorganization, the purchase price
thereof  that  Novak  shall  be  required to pay and/or the number of Put Shares
subject  to  any such change that Novak shall receive shall be appropriately and
equitably  adjusted  to  reflect  any  such  change.

     7.   Severability.  If  any  provision  of  this  Put  Agreement  or  the
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application  of  any  such  provision  to  any  party  or circumstances shall be
determined  by  any  court  of  competent  jurisdiction  to  be  invalid  and
unenforceable  to  any  extent,  the  remainder  of  this  Put  Agreement or the
application  of  such provision to such person or circumstances other than those
to  which  it  is  so  determined  to be invalid and unenforceable, shall not be
affected  thereby,  and  each  provision  hereof shall be validated and shall be
enforced  to  the  fullest  extent  permitted  by  law.

     8.   Waivers.  Any failure by either party to this Agreement to comply with
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any  of  its or his obligations, agreements or covenants hereunder may be waived
by  the  other party hereto.  No party hereto will be deemed as a consequence of
any act, delay, failure, omission, forbearance or other indulgences granted from
time  to  time  by  another  party  hereto:  (a)  to  have  waived,  or  to  be


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estopped  from  exercising,  any  of  its  rights  or  remedies  under  this Put
Agreement,  or (b) to have modified, changed, amended, terminated, rescinded, or
superseded  any  of  the  terms  of  this  Put  Agreement,  unless  such waiver,
modification,  amendment,  change,  termination,  rescission, or supersession is
expressed  in  writing  and signed by the parties hereto or, where applicable, a
duly  authorized  officer  of  the  parties  hereto,  to  be  bound  thereby.

     9.   Entire  Agreement.  This  Put  Agreement embodies the entire agreement
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and  understanding  of  the  parties  hereto with respect to the subject matters
hereof and supersedes any prior agreement and understanding between the parties.

     10.  Execution  of  Additional  Documents.  Each  party  hereto will at any
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time,  and  from  time to time after the date hereof, upon reasonable request of
the  other party, execute, acknowledge and deliver all such further acts, deeds,
assignments,  transfers, conveyances, and assurances as may be required to carry
out  the  intent  of  this Agreement; provided, however, this Agreement shall be
effective  regardless  of  whether  any  such additional documents are executed.

     11.  Specific  Performance.  Each  of the parties acknowledges that failure
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to  comply with any of the terms and restrictions of this Agreement could result
in  injury  to  each  other party that would be substantial, irreparable and for
which  the  parties  would  not  have  an  adequate remedy at law or in damages.
Accordingly,  each  party  consents  to  the  issuance  of  an injunction or the
enforcement  of  other equitable remedies against him, his successor and assigns
at  the  suit  of  an  aggrieved  party without the posting of any bond or other
security,  to compel specific performance of all of the terms hereof, and waives
any defenses thereto, including, without limitation, the defenses of (i) failure
of consideration, (ii) breach of any other provision of this Agreement and (iii)
availability  of  relief  in  damages.

     12.  Governing  Law  and  Binding  Effect.  This  Put  Agreement  shall  be
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governed  by  the laws of the State of Texas and shall be binding upon and shall
inure  to  the  benefit  of  the  parties  hereto  and  their  respective heirs,
successors  and  assigns.

     13.  Counterparts.  This  Put  Agreement  may  be  executed  in two or more
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counterparts,  each of which shall be deemed to be an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     14.  Headings.  Headings  of  the  sections  in  this Put Agreement are for
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reference  purposes only and shall not be deemed to have any substantive effect.

     15.  No  Oral  Modification.  This  Put  Agreement  cannot  be  amended  or
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terminated  orally,  but  only by a writing duly executed by the parties hereto.

     16.  Assignability.  No  party  may  assign its rights or obligations under
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this  Put Agreement without the prior written consent of the other party hereto,
and  any  attempted  assignment  without consent shall be void and of no effect.

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     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  day  and  year  first  above  written.

                                        THE FROST NATIONAL BANK,
                                        a national banking association

                                        By:
                                              ----------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                              ----------------------------------


                                        ----------------------------------------
                                        MICHAEL J. NOVAK


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