THIS  SECURED  DEBENTURE  AND  THE  SECURITIES  INTO  WHICH  IT  IS  CONVERTIBLE
(COLLECTIVELY,  THE  "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                      ----------
ACT  OF  1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE.  THE
SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER
THE  ACT  OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF  THE  ACT  AND  THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER
SUCH  INFORMATION  AS  IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS
ARE  AVAILABLE.

                                SECURED DEBENTURE

                           CHARYS HOLDING COMPANY INC.

                             DUE DECEMBER ___, 2005

No. CHC-001                                                         US$1,000,000

     This  Secured  Debenture  (the "Debenture") is issued on December ___, 2005
                                     ---------
(the  "Closing  Date")  by  Charys Holding Company, Inc., a Delaware corporation
       -------------
(the  "Company"),  to  Mel  Harris  and  Steven  Posner,  or  their  designees
       -------
(collectively,  the "Holder") (the Holder together with its permitted successors
and  assigns,  the  "Holder") pursuant to exemptions from registration under the
                     ------
Securities  Act of 1933, as amended, pursuant to a Securities Purchase Agreement
of  even  date herewith (the "Securities Purchase Agreement") among the Company,
                              -----------------------------
Billy  V.  Ray,  Jr.,  Mel  Harris  and  Steven  Posner,  or  their  designees.

                                   ARTICLE I.

     Section  1.01     PRINCIPAL  AND INTEREST.  For value received, the Company
                       -----------------------
hereby  promises  to  pay  to the order of the Holder on or before December ___,
2006  (the  "Maturity  Date"), as provided herein, in lawful money of the United
             --------------
States  of  America  and  in  immediately  available  funds the principal sum of
$1,000,000,  together  with  interest  on the unpaid principal of this Debenture
from  the  date  hereof at the interest rate of as hereinafter provided.  Unless
earlier  redeemed  by the Company in accordance with Section 1.04 hereof, at the
Holder's  option,  the  entire principal amount and all accrued interest and the
redemption  premium specified in Section 1.04 hereof shall be either (a) paid to
the  Holder  on  the  Maturity Date, or (b) converted in accordance with Section
1.02  herein.  Provided,  however,  notwithstanding anything herein contained to
the  contrary,  the  Holder  may  demand a prepayment of this Debenture upon the
funding  of the acquisition financing with the respect to the purchase of Method
IQ, Inc. by the Company (the "Method IQ Acquisition").  Provided further, in the
event  that  there  is  no acquisition financing provided in connection with the
Method  IQ  Acquisition,  then  the  Holder may demand that this Debenture shall
become  due  and  payable  on  30  days'  written  notice from the Holder to the
Company.

     Section  1.02     OPTIONAL  CONVERSION.  The  Holder  is  entitled,  at its
                       --------------------
option,  to  convert  and  sell  on  the  same  day,  subject to compliance with
applicable securities laws, at any time after 120 days from the Closing Date and
thereafter  from  time to time, until payment in full of the principal amount of
this  Debenture,  and  accrued  and  unpaid  interest,  all  or  any part of the
principal  amount  of  the  Debenture,  plus  redemption premium and accrued and
unpaid  interest,  into shares (the "Conversion Shares") of the Company's common
                                     -----------------
stock,  par  value $0.001 per share (the "Common Stock"), at the price per share
                                          ------------
equal  to  the  lower  of:  (i) $0.80 per share of the Common Stock, or (ii) 120
percent  of  the average closing bid price for the five trading days immediately
preceding  the  Closing  Date  (the  "Fixed  Price"), or (iii) 80 percent of the
                                      ------------
lowest  closing  bid  price  for the five trading days immediately preceding the
date  of  conversion (the "Future Price") (the "Conversion Price").  No fraction
                           ------------         ----------------
of  shares  or  scrip  representing  fractions  of  shares  will  be  issued  on
conversion,  but  the  number of shares issuable shall be rounded to the nearest
whole share.  To convert this Debenture, the Holder hereof shall deliver written
notice  thereof,  substantially in the form of Exhibit A to this Debenture, with
appropriate  insertions  (the  "Conversion  Notice"),  to  the  Escrow Agent (as
                                ------------------
defined  in the Securities Purchase Agreement) and the Company at its address as
set  forth  herein.  The  date upon which the conversion shall be effective (the
"Conversion  Date")  shall  be deemed to be the date set forth in the Conversion
 ----------------
Notice.  The  Holder  has the right to convert this Debenture after the Maturity
Date.  Except  as  otherwise  provided  herein or in Exhibit F to the Securities
                                                     ---------
Purchase  Agreement,  the  Company  shall  not  have  the right to object to the
conversion  or  the  calculation  of  the  applicable  conversion  price, absent
manifest  error  and  the  Escrow  Agent


                                      - 1 -
<PAGE>
shall  release the shares of Common Stock from escrow upon notifying the Company
of  the  conversion.  Any conversion of any portion of the Debenture into shares
of  the  Common  Stock  shall  be  deemed  to be a pre-payment of principal plus
accrued  and  unpaid  interest,  without  any  penalty  or premium, and shall be
credited against any future payments of principal and interest in the order that
such  payments  become  due  and  payable.

     Section 1.03     RESERVATION OF COMMON STOCK.  As set forth in Section 4(e)
                      ---------------------------
of  the  Securities  Purchase  Agreement,  the  Company  shall  reserve and keep
available  out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of this Debenture, that number of shares
of  Common  Stock  equal  to a multiple of two times the number of shares of the
Common  Stock  into  which  the  Debenture is then convertible from time to time
based upon the Conversion Price unless a change in such multiple is agreed to in
writing by the Holder and the Company.  If at any time the Company does not have
a  sufficient  number  of  Conversion  Shares authorized and available, then the
Company  shall  call  and  hold a special meeting of its stockholders within 120
days  of  that  time for the sole purpose of increasing the number of authorized
shares  of  Common  Stock.

     Section 1.04     RIGHT OF REDEMPTION.  The Company at its option shall have
                      -------------------
the  right  to  redeem, with three (3) business days advance written notice (the
"Redemption  Notice"),  a  portion  or  all  of  the outstanding Debenture.  The
 ------------------
redemption  price  shall  be  110 percent for the 120 days following the Closing
Date  and  120  percent  thereafter  (the "Redemption Price") of the face amount
                                           ----------------
redeemed plus accrued but unpaid interest.  The Company shall pay the Redemption
Price  on  all  payments made pursuant to the Debenture, including payments made
before,  on, or after the Maturity Date.  For all payments under this Debenture,
the  payment  of the Redemption Price by the Company shall be in addition to any
accrued  but  unpaid  interest  due.

     Section 1.05     REGISTRATION RIGHTS.  The Company is obligated to register
                      -------------------
the  resale  of  the Conversion Shares under the Act, pursuant to the terms of a
Investor  Registration  Rights  Agreement, between the Company and the Holder of
even  date  herewith  (the  "Investor  Registration  Rights  Agreement").
                             -----------------------------------------

     Section  1.06     INTEREST PAYMENTS.  The Company will begin making monthly
                       -----------------
interest payments on the Debentures upon the earlier of (i) the effectiveness of
the  registration  statement  as  described  herein,  or  (ii) 120 days from the
Closing  Date.  Interest  shall  be paid in cash (via wire transfer or certified
funds).  In  the  event  of default, as described in Section 3.01 hereunder, the
Holder  may  elect  that  the  interest  be  paid  in cash (via wire transfer or
certified  funds)  or in the form of shares of the Common Stock.  If paid in the
form of the Common Stock, the amount of stock to be issued will be calculated as
follows:  the  value  of the stock shall be the Closing Bid Price (as defined in
the Securities Purchase Agreement) on: (i) the date the interest payment is due,
or  (ii)  if  the  interest  payment is not made when due, the date the interest
payment  is  made.  A number of shares of the Common Stock with a value equal to
the  amount  of  interest  due  shall  be  issued.  No fractional shares will be
issued;  therefore,  in  the  event that the value of the Common Stock per share
does not equal the total interest due, the Company will pay the balance in cash.

     Section  1.07     PAYING  AGENT AND REGISTRAR.  Initially, the Company will
                       ---------------------------
act  as  paying  agent  and registrar.  The Company may change any paying agent,
registrar,  or  the  Company-registrar  by  giving  the Holder not less than ten
business  days'  written  notice  of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The  Company  may  act  in  any  such  capacity.

     Section 1.08     SECURED NATURE OF DEBENTURE.  This Debenture is secured by
                      ---------------------------
the  Pledged  Property as set forth on Exhibit A to the Security Agreement dated
                                       ---------
the  date  hereof between the Company and the Holder (the "Security Agreement").
                                                           ------------------

     Section  1.09     THE  ESCROW  SHARES.  The Company shall deposit 1,250,000
                       -------------------
shares of the Common Stock with the Escrow Agent as "Escrow Shares."  Unless the
Debenture  has  been  redeemed in full by the Company and the Escrow Agent shall
otherwise have distributed the Conversion Shares to the Company, upon receipt of
the  Conversion  Notice  from  the Holder, the Escrow Agent shall distribute the
Conversion  Shares  to  Holder  pursuant  to  this  Debenture and the Securities
Purchase  Agreement  including  Exhibit  F  thereto.
                                ----------


                                        2
<PAGE>
                                   ARTICLE II.

     Section  2.01     AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not
                       ---------------------------------
be  amended  without  the  prior  written consent of the Holder and the Company.
Notwithstanding  the above, without the consent of the Holder, the Debenture may
be  amended  to  cure  any  ambiguity,  defect  or  inconsistency.

                                  ARTICLE III.

     Section  3.01     EVENTS  OF  DEFAULT.  An  Event  of Default is defined as
                       -------------------
follows:  (a) failure by the Company to pay the principal amount or interest due
hereunder  on  respective  due dates including the Maturity Date; (b) failure by
the  Company's  transfer agent to issue shares of the Common Stock to the Holder
within five days of the Company's receipt of the attached Conversion Notice from
Holder;  (c)  failure  by  the Company for ten days after notice to it to comply
with  any  of  its other agreements in the Debenture; (d) failure to comply with
the  terms  of  the  Irrevocable  Transfer Agent Instructions (as defined in the
Securities  Purchase  Agreement);  (e) if the Company files for relief under the
United  States  Bankruptcy Code (the "Bankruptcy Code") or under any other state
                                      ---------------
or  federal bankruptcy or insolvency law, or files an assignment for the benefit
of creditors, or if an involuntary proceeding under the Bankruptcy Code or under
any other federal or state bankruptcy or insolvency law is commenced against the
Company,  or  (f)  a  breach  by the Company of its obligations under any of the
Transaction Documents (as defined in the Securities Purchase Agreement) which is
not  cured  by  the  Company within any allocated cure period therein.  Upon the
occurrence  of  an Event of Default, the Holder may, in his sole discretion, (i)
accelerate  full  repayment  of  the  Debenture outstanding and accrued interest
thereon  at  the  Redemption  Price,  or  (ii) take possession of that number of
Escrow Shares necessary to convert the Debenture as of the date of such default.
The failure of the Company to make Payments due under Section 1.06 shall also be
deemed  as  an  Event of Default.  Upon an Event of Default, the Escrow Agent is
authorized  and directed to release the Escrow Shares to the Holder if requested
by  the  Holder,  without  approval  of  the  Company.

                                   ARTICLE IV.

     Section  4.01     RE-ISSUANCE  OF  DEBENTURE.  When  the  Holder  elects to
                       --------------------------
convert  a part of the Debenture, then the Company shall reissue a new Debenture
in  the  same  form  as  this  Debenture  to  reflect  the new principal amount.

                                   ARTICLE V.

     Section  5.01     ANTI-DILUTION.  Adjustment  of  Fixed Conversion Price or
                       -------------   -----------------------------------------
Future Price.  The Fixed Conversion Price or Future Price shall be adjusted from
------------
time  to  time  as  follows:

               (a)     Adjustment of Fixed Conversion Price and Number of Shares
                       ---------------------------------------------------------
upon Issuance of the Common Stock.  If and whenever on or after the Closing Date
---------------------------------
of  this  Debenture, the Company issues or sells, or is deemed to have issued or
sold,  any  shares  of  the Common Stock (other than (i) Excluded Securities (as
defined  herein), and (ii) shares of the Common Stock which are issued or deemed
to have been issued by the Company in connection with an Approved Stock Plan (as
defined herein) or upon issuance, exercise or conversion of the Other Securities
(as  defined  herein))  for  a  consideration  per  share less than a price (the
"Applicable  Price")  equal  to the Fixed Conversion Price in effect immediately
 -----------------
prior  to  such  issuance or sale, then immediately after such issue or sale the
Fixed  Conversion  Price  then  in effect shall be reduced to an amount equal to
such  consideration  per  share,  provided  that  in  no  event  shall the Fixed
Conversion  Price  be  reduced  below  $0.001.

               (b)     Effect  on Fixed Conversion Price of Certain Events.  For
                       ---------------------------------------------------
purposes  of  determining  the  adjusted  Fixed  Conversion  Price under Section
5.01(a)  above,  the  following  shall  be  applicable:

                    (i)     Issuance  of Options.  If after the date hereof, the
                            --------------------
Company in any manner grants any rights, warrants or options to subscribe for or
purchase  shares  of  the Common Stock or convertible securities ("Options") and
                                                                   -------
the  lowest  price per share for which one share of the Common Stock is issuable
upon  the  exercise  of  any  such  Option or upon conversion or exchange of any
convertible  securities  issuable  upon exercise of any such Option is less than
the  Fixed  Conversion  Price  then  in  effect,  then  such  share  of  the


                                        3
<PAGE>
Common  Stock shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the granting or sale of such Option for such price
per  share.  For purposes of this Section 5.01(b)(i), the lowest price per share
for  which  one  share  of  the  Common  Stock is issuable upon exercise of such
Options  or  upon conversion or exchange of such convertible securities shall be
equal  to  the  sum  of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of the Common Stock upon
the  granting  or  sale  of  the  Option,  upon  exercise  of the Option or upon
conversion  or  exchange  of  any  other  convertible  security  other than this
Debenture  issuable  upon exercise of such Option.  No further adjustment of the
Fixed  Conversion  Price  shall  be made upon the actual issuance of such Common
Stock  or  of  such  convertible securities upon the exercise of such Options or
upon  the  actual  issuance  of such Common Stock upon conversion or exchange of
such  convertible  securities.

                    (ii)     Issuance of Convertible Securities.  If the Company
                             ----------------------------------
in  any manner issues or sells any convertible securities after the Closing Date
and  the  lowest  price  per  share  for  which one share of the Common Stock is
issuable  upon  the  conversion  or  exchange  thereof  is  less  than the Fixed
Conversion Price then in effect, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of
the  issuance  or  sale of such convertible securities for such price per share.
For  the  purposes  of  this Section 5.01(b)(ii), the lowest price per share for
which  one  share  of  Common Stock is issuable upon such conversion or exchange
shall  be  equal  to  the  sum  of  the lowest amounts of consideration (if any)
received  or  receivable  by the Company with respect to one share of the Common
Stock  upon the issuance or sale of the convertible security and upon conversion
or  exchange  of  such convertible security.  No further adjustment of the Fixed
Conversion  Price  shall  be  made upon the actual issuance of such Common Stock
upon  conversion  or  exchange  of  such convertible securities, and if any such
issue  or  sale  of  such  convertible  securities  is made upon exercise of any
Options for which adjustment of the Fixed Conversion Price had been or are to be
made pursuant to other provisions of this Section 5.01(b), no further adjustment
of  the  Fixed  Conversion  Price shall be made by reason of such issue or sale.

                    (iii)     Change  in Option Price or Rate of Conversion.  If
                              ----------------------------------------------
the purchase price provided for in any Options, the additional consideration, if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  convertible
securities, or the rate at which any convertible securities are convertible into
or  exchangeable  for the Common Stock changes at any time, the Fixed Conversion
Price  in  effect  at  the  time  of  such change shall be adjusted to the Fixed
Conversion  Price  which would have been in effect at such time had such Options
or  convertible  securities provided for such changed purchase price, additional
consideration  or  changed  conversion  rate,  as  the  case may be, at the time
initially  granted,  issued  or  sold  and  the number of shares of Common Stock
issuable  upon conversion of this Debenture shall be correspondingly readjusted.
For  purposes  of  this  Section  5.01(b)(iii),  if  the  terms of any Option or
convertible  security  that  was  outstanding  as  of  the  Closing Date of this
Debenture  are  changed  in  the  manner  described in the immediately preceding
sentence,  then  such Option or convertible security and the Common Stock deemed
issuable  upon  exercise, conversion or exchange thereof shall be deemed to have
been  issued  as  of  the  date  of such change.  No adjustment pursuant to this
Section  5.01(b) shall be made if such adjustment would result in an increase of
the  Fixed  Conversion  Price  then  in  effect.

               (c)     Effect  on Fixed Conversion Price of Certain Events.  For
                       ---------------------------------------------------
purposes  of  determining  the  adjusted  Fixed  Conversion Price under Sections
5.01(a)  and  5.01(b),  the  following  shall  be  applicable:

                    (i)     Calculation  of  Consideration  Received.  If  any
                            ----------------------------------------
Common  Stock, Options or convertible securities are issued or sold or deemed to
have  been issued or sold for cash, the consideration received therefore will be
deemed  to  be  the  net amount received by the Company therefor.  If any Common
Stock,  Options or convertible securities are issued or sold for a consideration
other  than  cash, the amount of such consideration received by the Company will
be  the  fair  value  of  such  consideration,  except  where such consideration
consists  of  marketable  securities,  in which case the amount of consideration
received  by the Company will be the market price of such securities on the date
of  receipt  of  such  securities.  If  any Common Stock, Options or convertible
securities  are  issued  to the owners of the non-surviving entity in connection
with  any  merger  in  which  the Company is the surviving entity, the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the  net  assets  and business of the non-surviving entity as is attributable to
such  Common  Stock, Options or convertible securities, as the case may be.  The
fair value of any consideration other than cash or securities will be determined
jointly  by  the  Company and the holders of the Debenture representing at least
two-thirds  of  the  shares  of the Common Stock issuable upon conversion of the
Debenture  then  outstanding.  If  such


                                        4
<PAGE>
parties are unable to reach agreement within ten days after the occurrence of an
event  requiring  valuation  (the  "Valuation  Event"),  the  fair value of such
                                    ----------------
consideration  will  be  determined within five Business Days after the 10th day
following  the  Valuation  Event  by an independent, reputable appraiser jointly
selected  by  the Company and the holders of the Debenture representing at least
two-thirds  of  the  shares  of the Common Stock issuable upon conversion of the
Debenture  then outstanding.  The determination of such appraiser shall be final
and  binding  upon all parties and the fees and expenses of such appraiser shall
be  borne  by  the  Company.

                    (ii)     Integrated  Transactions.  In  case  any  Option is
                             ------------------------
issued  in connection with the issue or sale of other securities of the Company,
together  comprising  one  integrated  transaction  in  which  no  specific
consideration  is  allocated to such Options by the parties thereto, the Options
will  be  deemed  to  have  been  issued  for  a  consideration  of  $0.001.

                    (iii)     Treasury  Shares.  The  number  of  shares  of the
                              ----------------
Common Stock outstanding at any given time does not include shares owned or held
by or for the account of the Company, and the disposition of any shares so owned
or  held  will  be  considered  an  issue  or  sale  of  the  Common  Stock.

                    (iv)     Record  Date.  If the Company takes a record of the
                             ------------
holders  of  the Common Stock for the purpose of entitling them (1) to receive a
dividend  or  other  distribution  payable  in  Common  Stock,  Options  or  in
convertible securities or (2) to subscribe for or purchase Common Stock, Options
or  convertible  securities, then such record date will be deemed to be the date
of  the  issue  or  sale  of  the shares of the Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution  or  the  date  of  the  granting  of such right of subscription or
purchase,  as  the  case  may  be.

               (d)     Adjustment  of Fixed Conversion Price upon Subdivision or
                       ---------------------------------------------------------
Combination  of  Common  Stock.  If  the  Company  at any time after the date of
------------------------------
issuance  of  this  Debenture  subdivides  (by  any stock split, stock dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
the  Common Stock into a greater number of shares, any Fixed Conversion Price or
Future  Price  in  effect  immediately  prior  to  such  subdivision  will  be
proportionately  reduced.  If the Company at any time after the date of issuance
of  this  Debenture  combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of the Common Stock into a smaller
number  of  shares,  any  Fixed  Conversion  Price  or  Future  Price  in effect
immediately  prior  to  such combination will be proportionately increased.  Any
adjustment  under  this  Section  5.01(d) shall become effective at the close of
business  on  the  date  the  subdivision  or  combination  becomes  effective.

               (e)     Distribution  of Assets.  If the Company shall declare or
                       -----------------------
make  any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of the Common Stock, by way of return of capital or otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,  property  or  options  by  way  of  a  dividend,  spin  off,
reclassification,  corporate  rearrangement  or  other  similar  transaction) (a
"Distribution"), at any time after the issuance of this Debenture, then, in each
 ------------
such case any Fixed Conversion Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of the Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Fixed  Conversion  Price  by  a fraction of which (A) the numerator shall be the
closing  bid  price of the Common Stock on the trading day immediately preceding
such  record  date  minus  the  value of the Distribution (as determined in good
faith by the Company's Board of Directors) applicable to one share of the Common
Stock,  and  (B)  the  denominator  shall be the closing bid price of the Common
Stock  on  the  trading  day  immediately  preceding  such  record  date.

               (f)     Certain  Events.  If  any  event  occurs  of  the  type
                       ---------------
contemplated  by  the provisions of this Section 5.01 but not expressly provided
for  by  such  provisions  (including, without limitation, the granting of stock
appreciation  rights,  phantom  stock  rights,  or  other  rights  with  equity
features),  then  the  Company's  Board  of  Directors  will make an appropriate
adjustment  in  the  Fixed  Conversion  Price so as to protect the rights of the
holders of the Debenture; provided, except as set forth in Section 5.01(d), that
no  such  adjustment  pursuant  to  this Section 5.01(f) will increase the Fixed
Conversion  Price  as  otherwise  determined  pursuant  to  this  Section  5.01.


                                        5
<PAGE>
               (g)     Notices.
                       -------

                    (i)     Immediately  upon  any  adjustment  of  the  Fixed
Conversion  Price  or Future Price, the Company will give written notice thereof
to  the  holder  of  this  Debenture,  setting  forth  in reasonable detail, and
certifying,  the  calculation  of  such  adjustment.

                    (ii)     The  Company will give written notice to the holder
of  this  Debenture  at  least  ten  days prior to the date on which the Company
closes  its  books  or  takes  a  record  (A)  with  respect  to any dividend or
distribution  upon  the  Common  Stock;  (B)  with  respect  to  any  pro  rata
subscription  offer  to holders of Common Stock or (C) for determining rights to
vote  with  respect  to  any  dissolution  or  liquidation,  provided  that such
information  shall  be  made known to the public prior to or in conjunction with
such  notice  being  provided  to  such  holder.

               (h)     Definitions.
                       -----------

                    (i)     "Approved  Stock  Plan"  means  any employee benefit
                             ---------------------
plan  which has been approved by the Board of Directors of the Company, pursuant
to  which  the  Company's  securities  may be issued to any employee, officer or
director  for  services  provided  to  the  Company.

                    (ii)     "Excluded Securities" means, provided such security
                              -------------------
is issued at a price which is greater than or equal to the arithmetic average of
the  Closing Bid Prices of the Common Stock for the ten consecutive trading days
immediately  preceding  the  date  of  issuance,  any  of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or  a  joint  venture  (the  primary  purpose  of  which  is not to raise equity
capital;,  (b)  any issuance by the Company of securities as consideration for a
merger  or  consolidation or the acquisition of a business, product, license, or
other  assets of another person or entity, and (c) options to purchase shares of
the  Common  Stock,  provided  (i)  the  issuance of such options (the "Approved
                                                                        --------
Plan")  is  to  non-executive  employees  and is limited to 10,000 shares of the
----
Common  Stock,  and (ii) the exercise price of such options is not less than the
closing  bid  price  of the Common Stock on the date of issuance of such option.

                    (iii)     "Other  Securities"  means  (i)  those  options,
                               -----------------
warrants  and  convertible  securities  of  the  Company  issued  prior  to, and
outstanding  on,  the Closing Date; (ii) the shares of the Common Stock issuable
on  exercise of such options, warrants and convertible securities, provided such
options,  warrants  and convertible securities are not amended after the Closing
Date;  (iii)  the  shares  of  the Common Stock issuable upon conversion of this
Debenture,  or  otherwise  in  connection  with  this Debenture and the Warrants
issued  pursuant  to  the  Securities Purchase Agreement, and (iv) those shares,
options  and  warrants  proposed  for  issuance  as  disclosed  in Schedule 3(c)
thereto.

               (i)     Nothing in this Section 5.01 shall be deemed to authorize
the issuance of any securities by the Company in violation of this Section 5.01.

               (j)     In the event an Event of Default has occurred, the lesser
of  the then Conversion Price and the Default Conversion Price shall be used for
all  calculations  in  Section  5.01(a)  through  (g).


                                        6
<PAGE>
                                   ARTICLE VI.

     Section 6.01     NOTICE.  Notices regarding this Debenture shall be sent to
                      ------
the  parties  at  the  following  addresses,  unless  a party notifies the other
parties,  in  writing,  of  a  change  of  address:

If to the Company, to:                 Charys Holding Company Inc.
                                       1117 Perimeter Center West, Suite N415
                                       Atlanta, Georgia 30338
                                       Attention: Billy Ray, Jr.
                                       Telephone: (678) 443-2300
                                       Facsimile: (678) 443-2320

With a copy to:                        Michael Brenner
                                       Attorney at Law
                                       1643 North Harrison Parkway
                                       Sunrise, Florida 33323
                                       Telephone: (954) 838-6251
                                       Facsimile: (954) 838-6844


With a copy to:                        Glast, Phillips & Murray, P.C.
                                       815 Walker Street, Suite 1250
                                       Houston, Texas 77002
                                       Attention: Norman T. Reynolds, Esq.
                                       Telephone: (713) 237-3135
                                       Facsimile: (713) 237-3202
                                       Email: nreynolds@gpm-law.com

If to the Holder, to:                  Preferred Employers Holdings, Inc.
                                       10800 Biscayne Boulevard, Miami, FL 33161
                                       attention Donald J. Bezahler, Esq.,
                                       Email: dbezahler@pegi.net,


                                       Attention:
                                       Telephone:
                                       Facsimile:


     Section  6.02     GOVERNING  LAW.  The  parties hereto acknowledge that the
                       --------------
transactions  contemplated  by  this  Agreement  and  the exhibits hereto bear a
reasonable  relation to the State of Florida.  The parties hereto agree that the
internal  laws  of  the  State  of  Florida  shall govern this Agreement and the
exhibits  hereto,  including,  but  not limited to, all issues related to usury.
Any  action  to enforce the terms of this Agreement or any of its exhibits shall
be brought exclusively in the state and/or federal courts situated in the County
and  State  of  Florida.  Service  of  process in any action by the Holder(s) to
enforce the terms of this Agreement may be made by serving a copy of the summons
and  complaint,  in  addition  to  any  other  relevant documents, by commercial
overnight  courier  to  the  Company  at its principal address set forth in this
Agreement.

     Section  6.03     SEVERABILITY.  The invalidity of any of the provisions of
                       ------------
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions  of  this  Debenture,  which  shall  remain in full force and effect.

     Section  6.04     ENTIRE  AGREEMENT  AND  AMENDMENTS.  This  Debenture
                       ----------------------------------
represents  the  entire agreement between the parties hereto with respect to the
subject  matter  hereof  and  there  are  no  representations,  warranties  or
commitments,  except as set forth herein.  This Debenture may be amended only by
an  instrument  in  writing  executed  by  the  parties  hereto.


                                        7
<PAGE>
     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
has  executed  this  Debenture  as  of  the  date  first  written  above.

                                   CHARYS HOLDING COMPANY INC.



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


                                        8
<PAGE>
                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION
                              --------------------


        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)


TO:

     The  undersigned  hereby  irrevocably  elects  to  convert  $
 of  the principal amount of the above Debenture into shares of the Common Stock
of  Charys  Holding Company Inc., according to the conditions stated therein, as
of  the  Conversion  Date  written  below.

CONVERSION DATE:
                                       ----------------------------------------
APPLICABLE CONVERSION PRICE:
                                       ----------------------------------------
SIGNATURE:
                                       ----------------------------------------
NAME:
                                       ----------------------------------------
ADDRESS:
                                       ----------------------------------------
AMOUNT TO BE CONVERTED:                $
                                        ---------------------------------------
AMOUNT OF DEBENTURE UNCONVERTED:       $
                                        ---------------------------------------
CONVERSION PRICE PER SHARE:            $
                                        ---------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                       ----------------------------------------
PLEASE ISSUE THE SHARES OF COMMON
STOCK IN THE FOLLOWING NAME AND TO
THE FOLLOWING ADDRESS:
                                       ----------------------------------------
ISSUE TO:
                                       ----------------------------------------
AUTHORIZED SIGNATURE:
                                       ----------------------------------------
NAME:
                                       ----------------------------------------
TITLE:
                                       ----------------------------------------
PHONE NUMBER:
                                       ----------------------------------------
BROKER DTC PARTICIPANT CODE:
                                       ----------------------------------------
ACCOUNT NUMBER:
                                       ----------------------------------------


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