Exhibit 10.2


    
      

    


    Charys
      Holding Company, Inc.

    1117
      Perimeter Center West, Suite N415

    Atlanta,
      Georgia 30338

    Telephone
      (678) 443-2300

    Fax
      (678) 443-2320

    


    


    October
      31, 2006

    


    Troy
      Crochet, Chairman

    Crochet
      & Borel Services, Inc.

    346
      Twin
      City Highway

    Port
      Neches, Texas 77651

    


    Dear
      Troy:

    


    On
      June
      5, 2006 Charys Holding Company, Inc. (“CHC”), Crochet & Borel Services,
      Inc., a Texas corporation (“C&B”) and you closed an agreement whereby you
      sold to CHC all of the outstanding shares of C&B. In consideration of the
      sale of all of the C&B shares, CHC agreed to pay you an aggregate
      consideration in an amount equal to $200,100,000.00 (the “Base Purchase Price”)
      in cash and shares of common stock subject to an adjustment as provided in
      the
      definitive agreement.

    


    On
      August
      17, 2006, CHC entered into a letter agreement with you in which you extended
      the
      due date on the Seller Note for $19,000,000.00 as we requested to facilitate
      our
      sale of approximately $20,000,000.00 of subordinated debentures to Gottbetter
      Capital Finance, LLC and various other buyers.

    


    In
      consideration of the mutual promise and agreements made below, CHC, C&B, and
      the undersigned, Troy D. Crochet, hereby agree as follows:

    


    1.     All
      of
      the proceeds of the sale of CHC senior convertible notes due 2011 pursuant
      to
      the October 10, 2006 engagement letter with McMahan Securities will first be
      used to pay Troy D. Crochet all principal and accrued interest due on the
      $19,000,000.00 Seller Note delivered to him by CHC in connection with sale
      described in first paragraph above. Interest has been accruing on the note
      at
      the rate of 4.74% per annum since June 5, 2006. After the $19,000,000.00 note
      is
      paid in full, said proceeds will then be applied to pay Crochet the Final
      Determination Date Cash Consideration of $57,562,848.00 as computed in
      accordance with the definitive agreement described in the first paragraph above
      (the “Definitive Agreement”).

    


    2.     CHC,
      C&B and Crochet hereby agree that Schedule 2.04 attached hereto entitled
“Final Statement of Net Worth Adjustment” is computed in accordance with Section
      2.04 of the Definitive Agreement and is true and correct, and the Final
      Determination Date Cash Consideration of $57,562,848.00 is hereby agreed to
      be
      the correct amount.

    


    3.     CHC
      agrees that it will pay to Crochet an amount equal to all non-filing penalties
      and late payment penalties incurred by Crochet and his wife in connection with
      their 2005 federal income tax return as prepared and filed by their accountant,
      Jeffrey R. Davis, together with all interest accrued on any unpaid taxes. It
      is
      understood that the penalties and interest on such taxes will commence April
      15,
      2006, and continue through the date of final settlement with Internal Revenue
      Service.

    


    4.     It
      is
      agreed that the final statement of Net Worth Adjustment has been performed
      in
      accordance with the Definitive Agreement and the Final Determination Date Cash
      Consideration is $57,562,848.00.

    


    If
      the
      foregoing sets forth our agreement, please execute the enclosed counterpart
      of
      this letter in the space provided below and return it to us for our file. Each
      fully signed counterpart shall be considered an original.

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    Sincerely,

     

    
      
        	
                Charys
                  Holding Company, Inc.

              
	 	 	 
	 	 	 
	
                By:

              	 	 
	
                Billy
                  V. Ray, Jr., CEO

              
	 	 	 
	
                Date:

              
	 	 	 
	 	 	 
	
                READ
                  AND AGREED:

              
	 	 	 
	 	 	 
	
                Crochet
                  & Borel Services, Inc.

              
	 	 	 
	 	 	 
	
                By:

              	 	 
	
                Troy
                  Crochet, CEO

              
	 	 	 
	
                Date:

              
	 	 	 
	 	 	 
	
                By:

              	 	 
	
                Troy
                  Crochet, Individually

              
	 	 	 
	
                Date:

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    


    Schedule
      2.04

    Final
      Statement of Net Worth Adjustment

     

    
      	
              Final
                cash consideration before adjustment

            	 	 	 	 	 	 	 	
              $

            	
              80,000,000

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Post
                April 25, 2006 dividends paid

            	 	 	 	 	 	
              1,355,429

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Base
                equity consideration

            	 	 	
              75,000,000

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Audited
                stockholders equity at December 31, 2005 - see Schedule
                4.07

            	 	 	
              (36,418,277

            	
              )

            	 	 	 	 	 	 
	 	 	 	 	 	 	
              38,581,723

            	 	 	 	 
	
              Sub-total

            	 	 	 	 	 	 	 	 	
              (39,937,152

            	
              )

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Addback
                Allowance for doubtful accounts

            	 	 	 	 	 	 	 	 	
              17,500,000

            	 
	
              Per
                audited 2005 financial statements

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Final
                determination date cash consideration

            	 	 	 	 	 	 	 	
              $

            	
              57,562,848