**AMENDED
      CODE OF ETHICS FOR SENIOR EXECUTIVE**


**OFFICERS
      AND SENIOR FINANCIAL OFFICERS**




In
      addition to the Code of Business Conduct of Charys Holding Company, Inc. (the
      “Company”) that apply to all employees and directors of the Company, the
      following shall specifically apply to the President, the Chief Executive
      Officer, the Chief Operating Officer, the Chief Financial Officer, and all
      financial officers, including the principal accounting officer (individually,
      an
“Officer” and collectively, the “Officers”).




1.           Each
      Officer is responsible for full, fair, accurate, timely and understandable
      disclosure in all periodic reports and financial disclosures required to be
      filed by the Company with the SEC or disclosed to the Company’s stockholders
      and/or the public.




2.           Therefore,
      each Officer shall immediately bring to the attention of the Audit Committee,
      or
      Disclosure Compliance Officer, any material information of which the Officer
      becomes aware that affects the disclosures made by the Company in its public
      filings and assist the Audit Committee or Disclosure Compliance Officer in
      fulfilling its responsibilities for full, fair, accurate, timely and
      understandable disclosure in all periodic reports required to be filed with
      the
      SEC.




3.           Each
      of the Officers shall immediately bring to the attention of the Audit Committee
      or Disclosure Compliance Officer any information he may have
      concerning:




(a)           Defects,
      deficiencies, or discrepancies related to the design or operation of internal
      controls which may affect the Company’s ability to accurately record, process,
      summarize, report and disclose its financial data; or




(b)           Any
      fraud, whether or not material, that involves management or other employees
      who
      have influential roles in the Company’s financial reporting, disclosures or
      internal controls.




4.           Each
      Officer shall promptly notify the Company’s General Counsel, or the President or
      Chief Executive Officer as well as the Audit Committee of any information he
      may
      have concerning any violation of the Company’s Code of Business Conduct or this
      Code of Ethics for Senior Executive Officers and Senior Financial Officers,
      including any actual or apparent conflicts of interest between personal and
      professional relationships, involving any management or other employees who
      have
      a significant role in the Company’s financial reporting, disclosures or internal
      controls.




5.           Each
      Officer shall immediately bring to the attention of the General Counsel, the
      President or the Chief Executive Officer and the Audit Committee any information
      he may have concerning evidence of a material violation of the securities or
      other laws, rules or regulations applicable to the Company and the operation
      of
      its business, by the Company or any agent of the Company.




6.           The
      Board of Directors shall determine, or designate appropriate persons to
      determine, the appropriate actions to be taken in the event of a reported
      violation of this Code of Ethics for Senior Executive Officers and Senior
      Financial Officers.  The actions taken shall be designed to deter
      wrongdoing and to promote accountability for adherence to this
      Code.  Such action may include a written notice to the individual
      involved that the Board has determined that there has been a violation, censure
      by the Board, demotion or re-assignment of the individual involved, suspension
      without pay or benefits (as determined by the Board) and termination of
      employment.




In
      determining what action should be taken, the Board, or its designee, shall
      take
      into account all relevant information, including:




(a)           The
      nature and severity of the violation;




(b)           Whether
      the violations was a single occurrence or repeated occurrences;







(c)           Whether
      the violation appears to have been intentional or inadvertent;




(d)           Whether
      the individual in question had been advised prior to the violation as to the
      proper course of action; and




(e)           Whether
      or not the individual in question has committed other violations in the
      past.




7.           Any
      waiver of this Code of Ethics for Senior Executive Officers and Senior Financial
      Officers for any Officer must be approved, if at all, in advance by a majority
      of the independent directors serving on our Board of Directors.  Any
      such waivers granted will be publicly disclosed in accordance with applicable
      rules, regulations, and listing standards.




By
                Order of the Board of Directors,By
            /s/
                Billy V. Ray, Jr.Billy
                V. Ray, Jr., Chief Executive
                Officer





Dated
      June 21, 2006.