CERTIFICATE OF AMENDMENT
                 TO THE CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES B 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 B
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 B Preferred Stock of
the  Company  ("Series  B  Convertible Preferred Stock,"), consisting of 400,000
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  B Convertible Preferred Stock shall not be
entitled  to  receive  any  dividends,  whether in form of cash, stock, or other
property.

     2.   Redemption  Rights.  Notwithstanding  anything herein to the contrary,
          ------------------
the  Company  shall  not  be  entitled  to  redeem  the whole or any part of the
outstanding  Series  B  Convertible  Preferred  Stock.

     3.   Liquidation  Rights.  Upon  the dissolution, liquidation or winding up
          -------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series B 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  B  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 B
Convertible  Preferred  Stock  of  the  full  preferential amounts fixed by this
Paragraph  3 for shares of the Series B Convertible Preferred Stock, the holders
of the Series B 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 B 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 B
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 B 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.


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<PAGE>
     4.   Conversion  of Series B Convertible Preferred Stock.  At any time, the
          ---------------------------------------------------
holder  of  shares  of  the  Series B Convertible Preferred Stock shall have the
right,  at such holder's option, to convert any number of shares of the Series B
Convertible  Preferred  Stock  into  shares  of the Common Stock.  Such right to
convert  shall  commence  as  of the date the shares of the Series B Convertible
Preferred  Stock are issued to such holder (the "Issue Date") and shall continue
thereafter for a period of 10 years, such period ending on the tenth anniversary
of  the  Issue  Date.  In  the event that the holder of the Series B Convertible
Preferred  Stock  elects  to  convert  such shares into Common Stock, the holder
shall deliver to the Company a Conversion Notice in the form of Attachment A and
shall have 60 days from the date of such notice in which to tender the shares of
Series  B  Convertible Preferred Stock being converted 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 B 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  B  Convertible  Preferred  Stock, the Conversion Rate will be subject to
adjustment  from  time  to  time  as  follows:

               (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 dividend or distribution payable or to be made in Common Stock or
--------
other  shares  of  stock of the Company or 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 B Convertible
Preferred  Stock,  to  ensure that each of the holders of shares of the Series B
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 B 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  B  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  B 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 B 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  B  Convertible Preferred Stock, the obligation to deliver to each holder
of  shares  of  the  Series  B 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 B 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 B
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


                                        2
<PAGE>
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 B 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 B 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 B
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 B
               -------------------------
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  B  Convertible 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 B
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 B 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 B 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 B Convertible Preferred
Stock  a  new  Series B Convertible Preferred Stock Certificate representing the
remaining  shares  of  the  Series  B Convertible Preferred Stock which were not
corrected.

     5.   Reservation  of  Shares.  The  Company  shall,  so  long as any of the
          -----------------------
shares  of the Series B 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 B
Convertible  Preferred  Stock, the number of shares of the Common Stock as shall
from  time  to  time  be  sufficient  to  effect  the  conversion  of all of the
outstanding  shares  of  the  Series  B  Convertible  Preferred  Stock.

     6.   Seniority.  The  shares  of  the  Series B Convertible Preferred Stock
          ---------
shall  rank  superior  to  the  shares of the Company's Common Stock, and to the
shares  of all other series of the Company's 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


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<PAGE>
the  preferences  and  relative rights of the shares of the 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 B 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  B  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 B
Convertible  Preferred  Stock  an  equal  to  the  amount such holder would have
received  had  all of such holder's shares of the Series B 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 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 B 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  B  Convertible  Preferred  Stock.

     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 B 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  B  Convertible  Preferred  Stock  certificate(s) of like tenor and date;
provided,  however,  the  Company  shall  not  be obligated to re-issue Series B
Convertible Preferred Stock certificates if the holder thereof contemporaneously
requests  the  Company  to  convert  such  shares  of  the  Series B Convertible
Preferred  Stock  into  the  Common  Stock.

     10.  Voting.  The holders of the Series B 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 22nd day of
July,  2005.

                                    CHARYS HOLDING COMPANY, INC.


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


                                        4
<PAGE>
                                  ATTACHMENT A
                          CHARYS HOLDING COMPANY, INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing Series B Convertible Preferred Stock of Charys Holding
Company,  Inc.,  as amended, the undersigned hereby elects to convert the number
of  shares  of Series B 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  B  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 B 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  B  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 B Convertible Preferred Stock to be converted:

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

Stock  certificate  no(s).  of  the shares of the Series B 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:

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

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Signature

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Printed Name and Address


<PAGE>