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                    ARBITRATION AND NOTICE OF FINAL AGREEMENT
                    -----------------------------------------

To:  Charys  Holding  Company,  Inc.
     1117  Perimeter  Center  West,  Suite  N415
     Atlanta,  Georgia  30338
     (collectively,  whether  one  or  more,  "Borrower")
                                               --------

As of the effective date of this Notice, Borrower and THE FROST NATIONAL BANK, a
national  banking association ("Lender") have consummated a transaction pursuant
                                ------
to  which  Lender  has  agreed  to  make  a loan or loans to Borrower, and/or to
otherwise  extend  credit or make financial accommodations to or for the benefit
of Borrower, in an aggregate amount up to $300,000.00 (collectively, whether one
or  more,  the  "Loan").
                 ----

                                   ARBITRATION
                                   -----------

Upon  written  request  of  either  Lender or Borrower, any controversy or claim
between  or  among the parties hereto including but not limited to those arising
out  of  or  relating  to  the  Loan,  any  of the loan documents or any related
agreements  or  instruments  executed  in  connection  with  the Loan (the "Loan
                                                                            ----
Documents"), including any claim based on or arising from an alleged tort, shall
---------
be  determined by binding arbitration in accordance with the Federal Arbitration
Act (or if not applicable, the applicable state law), the Commercial Arbitration
Rules of the American Arbitration Association, and the "Special Rules" set forth
below  unless  both  Lender  and  Borrower, in their respective sole discretion,
agree  in  writing  to  mediate  the  dispute  prior  to  submitting  to binding
arbitration. In the event of any inconsistency, the Special Rules shall control.
Judgment  upon  any  arbitration  award  may  be  entered  in  any  court having
jurisdiction.  Any  party  to  this  Agreement  may bring an action, including a
summary  or  expedited  proceeding,  to compel arbitration of any controversy or
claim to which this agreement applies in any court having jurisdiction over such
action.  The  party  that  requests  arbitration  has the burden to initiate the
arbitration  proceedings  pursuant  to  and  by  complying  with  the Commercial
Arbitration  Rules  of  the  American  Arbitration Association and shall pay all
associated  administrative  and  filing  fees.

The  arbitration  shall  be  conducted in the City of San Antonio, Bexar County,
Texas and administered by the American Arbitration Association.  All arbitration
hearings  will  be  commenced  within sixty (60) days of the written request for
arbitration,  and  if  the arbitration hearing is not commenced within the sixty
(60)  days,  the party that requested arbitration shall have waived its election
to  arbitrate.  Nothing  in  this  Agreement  shall  be  deemed to (i) limit the
applicability  of  any otherwise applicable statutes of limitation or repose and
any  waivers  contained  in this Agreement; or (ii) be a waiver by Lender of the
protection  afforded  to it by 12 U.S.C. Sec. 91 or any substantially equivalent
state  law;  or (iii) limit the right of Lender hereto (A) to exercise self help
remedies  such  as  (but not limited to) setoff, or (B) to foreclose against any
real  or  personal property collateral in accordance with applicable law, or (C)
to  obtain  from  a  court  provisional  or  ancillary remedies such as (but not
limited  to)  injunctive  relief  or the appointment of a receiver in accordance
with  applicable  law.  Lender  may  exercise such self help remedies, foreclose
upon  such  property,  or  obtain such provisional or ancillary remedies before,
during  or  after the pendency of any arbitration proceeding brought pursuant to
this  Agreement  or  any  other  Loan Document.  At Lender's option, foreclosure
under  a  deed  of  trust  or  mortgage


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may  be  accomplished  by any of the following:  the exercise of a power of sale
under the deed of trust or mortgage, or by judicial sale under the deed of trust
or  mortgage,  or  by  judicial foreclosure.  Neither this exercise of self help
remedies  nor  the  institution  or  maintenance of an action for foreclosure or
provisional  or ancillary remedies shall constitute a waiver of the right of any
party, including the claimant in any such action, to arbitrate the merits of the
controversy  or  claim  occasioning  resort  to  such  remedies.

                       FACSIMILE DOCUMENTS AND SIGNATURES
                       ----------------------------------

For  purposes  of  negotiating  and  finalizing  the  Written Loan Agreement (as
hereinafter  defined),  if  this document or any document executed in connection
with  the  Loan is transmitted by facsimile machine ("fax"), it shall be treated
                                                      ---
for  all  purposes  as an original document.  Additionally, the signature of any
party  on  this  document  transmitted  by  way  of a facsimile machine shall be
considered  for  all purposes as an original signature.  Any such faxed document
shall  be  considered  to  have  the  same  binding  legal effect as an original
document.  At  the request of any party, any faxed document shall be re-executed
by  each  signatory  party  in  an  original  form.


                        WAIVER OF RIGHT TO TRIAL BY JURY
                        --------------------------------

THE  PARTIES  TO  THIS  AGREEMENT  HEREBY  WAIVE  TRIAL  BY  JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER  TO  ENFORCE  THIS  AGREEMENT,  TO  COLLECT DAMAGES FOR THE BREACH OF THIS
AGREEMENT,  OR  WHICH  IN  ANY  OTHER  WAY ARISE OUT OF, ARE CONNECTED TO OR ARE
RELATED  TO  THIS  AGREEMENT  OR THE SUBJECT MATTER OF THIS AGREEMENT.  ANY SUCH
ACTION  SHALL  BE  TRIED  BY  THE  JUDGE  WITHOUT  A  JURY.

                            NOTICE OF FINAL AGREEMENT
                            -------------------------

In  connection with the Loan, Borrower and Lender and the undersigned guarantors
and other obligors, if any (collectively, whether one or more, "Other Obligors")
                                                                --------------
have  executed  and  delivered  and  may  hereafter  execute and deliver certain
agreements,  instruments  and documents (collectively hereinafter referred to as
the  "Written  Loan  Agreement").
      ------------------------

It  is  the intention of Borrower, Lender and Other Obligors that this Notice be
incorporated  by  reference into each of the written agreements, instruments and
documents  comprising  the  Written  Loan Agreement.  Borrower, Lender and Other
Obligors  each  warrants  and  represents  that  the  entire  agreement made and
existing  by  or  among  Borrower, Lender and Other Obligors with respect to the
Loan is and shall be contained within the Written Loan Agreement, as amended and
supplemented  hereby, and that no agreements or promises exist or shall exist by
or  among,  Borrower,  Lender  and  Other Obligors that are not reflected in the
Written  Loan  Agreement.


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<PAGE>
THE  WRITTEN  LOAN  AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL  AGREEMENTS  OF  THE  PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Executed as of July 28, 2005.

                                        THE FROST NATIONAL BANK, a
                                        national banking association

                                        By:
                                           --------------------------
                                        Name:
                                             ------------------------
                                        Title:
                                              -----------------------




ACKNOWLEDGED AND AGREED:

BORROWER:
--------

Charys Holding Company, Inc.,
a Delaware corporation

By:
    ------------------------------------
     Billy V. Ray, Jr.
     Chief Executive Officer


Contemporary Constructors, Inc.,
a Texas corporation

By:
    ------------------------------------
     Michael J. Novak
     President

CCI Telecom, Inc.,
a Nevada corporation


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<PAGE>
By:
    ------------------------------------
     Michael J. Novak
     President


CCI Integrated Solutions, Inc.,
a Texas corporation

By:
    ------------------------------------
     Michael J. Novak
     President


Berkshire Wireless, Inc.,
a Massachusetts corporation

By:
    ------------------------------------
     Michael J. Novak
     President


----------------------------------------
Michael J. Novak


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