VOID AFTER 5:00 P.M., EASTERN TIME ON DECEMBER ___, 2008
             WARRANT TO PURCHASE 250,000 SHARES OF THE COMMON STOCK


                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                           CHARYS HOLDING COMPANY INC.


THIS WARRANT, AND THE SECURITIES INTO WHICH IT IS EXERCISABLE (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.

     FOR  VALUE  RECEIVED, Charys Holding Company, Inc., a corporation organized
under  the  laws of Delaware (the "Company"), grants the following rights to Mel
Harris  and  Steven  Posner,  or  their  designees (collectively, the "Holder"):

                             ARTICLE 1. DEFINITIONS

     Capitalized  terms  used  and  not  otherwise defined herein shall have the
meanings  given  such  terms in the Securities Purchase Agreement by and between
the  Company  and  the  Holder  and  entered  into  on  December  ___, 2005 (the
"Securities  Purchase  Agreement").  As  used  in  this Agreement, the following
terms  shall  have  the  following  meanings:

     "Corporate  Office" shall mean the office of the Company (or its successor)
at  which  at  any particular time its principal business shall be administered.

     "Exercise Date" shall mean any date on which the Holder gives the Company a
Notice  of  Exercise in the form attached hereto as Appendix I and in compliance
with  the  Securities  Purchase  Agreement.

     "Exercise  Price" shall mean the price 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 exercise (the "Future Price").
                                                                 ------------

     "Expiration Date" shall mean 5:00 p.m. Eastern Time) on December ___, 2008.

     "Fair  Market  Value"  shall  have the meaning set forth in Section 2.2(b).

     "Market  Value"  shall  have  the  meaning  set  forth  in  Section 2.2(b).

     "SEC"  shall  mean  the  United  States Securities and Exchange Commission.

     "Warrant Shares" shall mean the shares of the Common Stock issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS

     2.1     Exercise  of Warrant; Sale of Warrant and Warrant Shares.  (a) This
             --------------------------------------------------------
Warrant  shall  entitle  the  Holder to purchase, at the Exercise Price, 250,000
shares  of  the Common Stock.  This Warrant shall be exercisable at any time and
from  time  to  time  from the date hereof and prior to the Expiration Date (the
"Exercise  Period").  This  Warrant  and  the  right  to purchase Warrant Shares
hereunder  shall  expire  and  become  void  on  the  Expiration  Date.


                                      - 1 -
<PAGE>
     2.2     Manner  of  Exercise.
             --------------------

     (a)     The  Holder  may exercise this Warrant at any time and from time to
time  during  the Exercise Period, in whole or in part (but not in denominations
of  fewer  than 100 Warrant Shares, except upon an exercise of this Warrant with
respect  to the remaining balance of Warrant Shares purchasable hereunder at the
time  of  exercise),  by  delivering  to the Escrow Agent pursuant to the Escrow
Shares  Escrow  Agreement of even date herewith incorporated herein by reference
(i)  a  duly  executed  Notice of Exercise in substantially the form attached as
Appendix  I  hereto; (ii) the certificate representing the Warrants, and (iii) a
bank  cashier's  or  certified  check  for  the  aggregate Exercise Price of the
Warrant  Shares  being  purchased.

     (b)     The  Holder  may,  at  its  option,  in lieu of paying cash for the
Warrant  Shares,  exercise  this  Warrant by an exchange, in whole or in part (a
"Warrant  Exchange"),  by  delivery  to  the Escrow Agent of (i) a duly executed
Notice  of  Exercise  electing  a  Warrant  Exchange,  and  (ii) the certificate
representing  this Warrant.  In connection with any Warrant Exchange, the Holder
shall  be deemed to have paid for the Warrant Shares an amount equal to the Fair
Market  Value  of  each  Warrant  delivered,  and  the  Warrants shall be deemed
exercised  for  the  amount  so paid. For this purpose, the Fair Market Value of
each Warrant is the difference between the Market Value of a share of the Common
Stock  and  the Exercise Price on the Exercise Date. Market Value shall mean the
average  Closing Bid Price of a share of the Common Stock during the ten Trading
Days  ending  on  the  Exercise  Date.

     2.3     Termination.  All  rights  of  the  Holder  in this Warrant, to the
             -----------
extent  they  have  not  been exercised, shall terminate on the Expiration Date.

     2.4     No  Rights  Prior  to Exercise.  This Warrant shall not entitle the
             ------------------------------
Holder  to  any  voting  or  other  rights  as  a  stockholder  of  the Company.

     2.5     Fractional  Shares.  No  fractional  shares  shall be issuable upon
             ------------------
exercise of this Warrant, and the number of Warrant Shares to be issued shall be
rounded  up to the nearest whole number.  If, upon exercise of this Warrant, the
Holder  hereof  would  be  entitled to receive any fractional share, the Company
shall  issue  to  the Holder one additional share of the Common Stock in lieu of
such  fractional  share.

     2.6     Escrow.  The  Company agrees to enter into the Escrow Shares Escrow
             ------
Agreement  and  to  deposit  with the Escrow Agent thereunder stock certificates
registered  in  the  name of the Holder, each representing a number of shares of
the  Common  Stock  (in  denominations specified by the Purchaser) equal, in the
aggregate,  to  the  total  number  of  Warrant Shares for which this Warrant is
exercisable,  assuming exercise of this Warrant in full on the date hereof.  The
Company shall deposit additional certificates for Warrant Shares upon request by
the  Escrow  Agent  pursuant  to  the  Escrow  Agreement  and  Exhibit  F to the
                                                               ----------
Securities  Purchase  Agreement.

     2.7     Adjustments  to  Exercise  Price  and  Number  of  Securities.
             -------------------------------------------------------------

     (a)     Computation  of Adjusted Exercise Price.  In case the Company shall
             ---------------------------------------
at  any  time  after  the  date hereof and until this Warrant is fully exercised
issue  or sell any shares of the Common Stock (other than the issuances or sales
referred  to  in  Section 2.7(f) hereof), including shares held in the Company's
treasury and shares of the Common Stock issued upon the exercise of any options,
rights or warrants to subscribe for shares of the Common Stock and shares of the
Common  Stock  issued  upon  the  direct  or  indirect conversion or exchange of
securities  for shares of the Common Stock (excluding shares of the Common Stock
issuable  upon  exercise of options, warrants or conversion rights granted as of
the  date hereof), for a consideration per share less than the Exercise Price on
the  date  immediately  prior to the issuance or sale of such shares, or without
consideration,  then  forthwith  upon  such issuance or sale, the Exercise Price
shall (until another such issuance or sale) be reduced to the price equal to the
quotient  derived  by dividing (A) an amount equal to the sum of (X) the product
of  (a) the Exercise Price on the date immediately prior to the issuance or sale
of such shares, multiplied by (b) the total number of shares of the Common Stock
outstanding  immediately  prior to such issuance or sale plus, (Y) the aggregate
of  the  amount  of all consideration, if any, received by the Company upon such
issuance  or  sale,  by  (B)  the  total  number  of  shares of the Common Stock
outstanding  immediately after such issuance or sale; provided, however, that in
no event shall the Exercise Price be adjusted pursuant to this computation to an
amount  in  excess  of  the  Exercise  Price in effect immediately prior to such
computation,  except  in  the case of a combination of outstanding shares of the
Common  Stock,  as  provided  by  Section  2.7(c)  hereof.


                                      - 2 -
<PAGE>
     For  the  purposes  of  any  computation to be made in accordance with this
Section  2.7(a),  the  following  provisions  shall  be  applicable:

          (i)     In  case of the issuance or sale of shares of the Common Stock
for  a  consideration  part  or  all  of which shall be cash, the amount of cash
consideration  therefor shall be deemed to be the amount of cash received by the
Company  for  such  shares (or, if shares of the Common Stock are offered by the
Company  for  subscription,  the  subscription  price,  or  if  either  of  such
securities  shall be sold to underwriters or dealers for public offering without
a  subscription  offering,  the  initial public offering price) before deducting
therefrom any compensation paid or discount allowed in the sale, underwriting or
purchase  thereof  by  underwriters  or  dealers  or  others  performing similar
services,  or  any  expenses  incurred  in  connection  therewith.

          (ii)     In case of the issuance or sale (otherwise than as a dividend
or other distribution on any stock of the Company) of shares of the Common Stock
for a consideration part or all of which shall be other than cash, the amount of
the  consideration  therefor  other than cash shall be deemed to be the value of
such  consideration as determined in good faith by the Board of Directors of the
Company.

          (iii)     Shares  of  the  Common Stock issuable by way of dividend or
other  distribution  on  any  stock  of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date  for the determination of stockholders entitled to receive such dividend or
other  distribution  and  shall  be  deemed  to  have  been  issued  without
consideration.

          (iv)     The  reclassification of securities of the Company other than
shares  of the Common Stock into securities including shares of the Common Stock
shall be deemed to involve the issuance of such shares of the Common Stock for a
consideration  other than cash immediately prior to the close of business on the
date  fixed  for  the determination of security holders entitled to receive such
shares,  and  the  value  of  the  consideration allocable to such shares of the
Common  Stock shall be determined as provided in subsection (ii) of this Section
2.7(a).

          (v)     The  number  of  shares  of  the  Common Stock at any one time
outstanding  shall  include  the  aggregate  number of shares issued or issuable
(subject  to readjustment upon the actual issuance thereof) upon the exercise of
options,  rights, warrants and upon the conversion or exchange of convertible or
exchangeable  securities;  provided,  however,  that  shares  issuable  upon the
exercise  of  the  Warrants  shall  not  be  included  in  such  calculation.

     (b)     Options,  Rights,  Warrants  and  Convertible  and  Exchangeable
             ----------------------------------------------------------------
Securities.  In  case  the  Company  shall at any time after the date hereof and
----------
until  this  Warrant  is  fully  exercised  issue options, rights or warrants to
subscribe  for  shares  of the Common Stock, or issue any securities convertible
into  or  exchangeable  for  shares of the Common Stock, for a consideration per
share  less  than  the  Exercise Price immediately prior to the issuance of such
options,  rights or warrants (excluding shares of the Common Stock issuable upon
exercise of options, warrants or conversion rights granted as of the date hereof
and  shares  of  the  Common Stock issuable upon exercise of stock options at or
above  the  closing  market  price per share of the Common Stock under any stock
option  plan of the Company), or such convertible or exchangeable securities, or
without  consideration,  the  Exercise  Price in effect immediately prior to the
issuance  of  such  options,  rights  or  warrants,  or  such  convertible  or
exchangeable  securities,  as  the  case  may  be,  shall  be reduced to a price
determined  by  making a computation in accordance with the provision of Section
2.7(a)  hereof,  provided  that:

          (i)     The aggregate maximum number of shares of the Common Stock, as
the case may be, issuable under such options, rights or warrants shall be deemed
to be issued and outstanding at the time such options, rights or warranties were
issued,  and  for  a consideration equal to the minimum purchase price per share
provided  for  in such options, rights or warrants at the time of issuance, plus
the  consideration  (determined  in the same manner as consideration received on
the  issue  or  sale of shares in accordance with the terms of the Warrants), if
any,  received  by  the  Company  for  such  options,  rights  or  warrants.

          (ii)     The  aggregate  maximum  number of shares of the Common Stock
issuable  upon  conversion  or  exchange  of  any  convertible  or  exchangeable
securities  shall be deemed to be issued and outstanding at the time of issuance
of  such  securities,  and  for  a  consideration  equal  to  the  consideration
(determined in the same manner as consideration received on the issue or sale of
shares  of  the  Common  Stock  in  accordance  with  the terms of the Warrants)
received  by the Company for such securities, plus the minimum consideration, if
any,  receivable  by  the  Company  upon  the  conversion  or  exchange thereof.


                                      - 3 -
<PAGE>
          (iii)     If  any  change  shall occur in the price per share provided
for  in  any of the options, rights or warrants referred to in subsection (a) of
this  Section 2.7, or in the price per share at which the securities referred to
in  subsection  (b)  of  this  Section 2.7 are convertible or exchangeable, such
options,  rights  or  warrants or conversion or exchange rights, as the case may
be,  shall  be  deemed to have expired or terminated on the date when such price
change  became effective in respect of shares not theretofore issued pursuant to
the  exercise or conversion or exchange thereof, and the Company shall be deemed
to  have issued upon such date new options, rights or warrants or convertible or
exchangeable  securities  at  the  new  price in respect of the number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or  exchange  of  such  convertible  or  exchangeable  securities.

          (iv)     If  any options, rights or warrants referred to in subsection
(a)  of this Section 2.7, or any convertible or exchangeable securities referred
to  in  subsection (b) of this Section 2.7, expire or terminate without exercise
or  conversion,  as  the  case  may be, then the Exercise Price of the remaining
outstanding  Warrant  shall be readjusted as if such options, rights or warrants
or  convertible  or  exchangeable securities, as the case may be, had never been
issued.

     (c)     Subdivision and Combination.  In case the Company shall at any time
             ---------------------------
subdivide  or  combine  the outstanding shares of the Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased  in  the  case  of  combination.

     (d)     Adjustment  in  Number  of Securities.  Upon each adjustment of the
             -------------------------------------
Exercise  Price  pursuant  to  the provisions of this Section 2.7, the number of
Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted to
the  nearest whole number by multiplying a number equal to the Exercise Price in
effect  immediately  prior  to  such  adjustment by the number of Warrant Shares
issuable  upon exercise of the Warrants immediately prior to such adjustment and
dividing  the  product  so  obtained  by  the  adjusted  Exercise  Price.

     (e)     Merger  or  Consolidation.  In  case  of  any  consolidation of the
             -------------------------
Company  with,  or  merger  of  the Company with, or merger of the Company into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the outstanding the Common Stock), the
corporation  formed by such consolidation or merger shall execute and deliver to
the  Holder  a  supplemental warrant agreement providing that the Holder of each
Warrant  then  outstanding  or to be outstanding shall have the right thereafter
(until  the  expiration  of  such  Warrant)  to  receive,  upon exercise of such
Warrant,  the  kind  and  amount  of  shares  of  stock and other securities and
property  (except  in the event the property is cash, then the Holder shall have
the  right  to exercise the Warrant and receive cash in the same manner as other
stockholders)  receivable  upon such consolidation or merger, by a holder of the
number of shares of the Common Stock of the Company for which such warrant might
have  been  exercised  immediately  prior to such consolidation, merger, sale or
transfer.  Such  supplemental  warrant  agreement  shall provide for adjustments
which  shall  be  identical  to  the  adjustments  provided  in Section 2.7. The
foregoing  provisions  of this paragraph (e) shall similarly apply to successive
consolidations  or  mergers.

     (f)     No Adjustment of Exercise Price in Certain Cases.  No adjustment of
             ------------------------------------------------
the  Exercise  Price shall be made upon the issuance of any securities (i) under
an  Approved  Stock  Plan  (as such term is defined in the Convertible Debenture
dated  as of the date hereof), (ii) that constitute Excluded Securities (as such
term is defined in the Convertible Debenture dated as of the date hereof) and/or
(iii)  that  constitute  Other  Securities  (as  such  term  is  defined  in the
Convertible  Debenture  dated  as  of  the  date  hereof).

     (g)     Dividends  and  Other Distributions.  In the event that the Company
             -----------------------------------
shall  at  any  time  prior  to  the exercise of all Warrants declare a dividend
(other  than  a  dividend  consisting  solely  of shares of the Common Stock) or
otherwise distribute to its stockholders any assets, property, rights, evidences
of  indebtedness,  securities  (other  than shares of the Common Stock), whether
issued by the Company or by another, or any other thing of value, the Holders of
the unexercised Warrants shall thereafter be entitled, in addition to the shares
of  the  Common  Stock  or  other  securities  and  property receivable upon the
exercise  thereof,  to  receive,  upon  the  exercise of such Warrants, the same
property,  assets,  rights,  evidences  of indebtedness, securities or any other
thing of value that they would have been entitled to receive at the time of such
dividend or distribution as if the Warrants had been exercised immediately prior
to  such  dividend  or  distribution.  At  the  time  of  any  such  dividend or
distribution,  the  Company shall make appropriate reserves to ensure the timely
performance  of  the  provisions  of this subsection 2.7 (g).  Nothing contained
herein  shall  provide  for the receipt or accrual by a Holder of cash dividends
prior  to  the  exercise  by  such  Holder  of  the  Warrants.


                                      - 4 -
<PAGE>
     2.8     Registration Rights.  The Holder shall have the registration rights
             -------------------
set  forth  in  the  Investor  Registration  Rights  Agreement.

                            ARTICLE 3. MISCELLANEOUS

     3.1     Transfer.  This  Warrant  may  not  be  offered, sold, transferred,
             --------
pledged,  assigned,  hypothecated or otherwise disposed of, in whole or in part,
at  any  time, except in compliance with applicable federal and state securities
laws  by  the  transferor and the transferee (including, without limitation, the
delivery  of  an investment representation letter and a legal opinion reasonably
satisfactory  to  the  Company).

     3.2     Transfer  Procedure.  Subject to the provisions of Section 3.1, the
             -------------------
Holder  may transfer or assign this Warrant by giving the Company notice setting
forth  the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company  for  reissuance  to  the  Transferee and, in the event of a transfer or
assignment  of  this  Warrant  in  part,  the  Holder.  (Each  of the persons or
entities  in whose name any such new Warrant shall be issued are herein referred
to  as  a  "Holder").

     3.3     Loss,  Theft,  Destruction  or  Mutilation.  If  this Warrant shall
             ------------------------------------------
become  mutilated  or defaced or be destroyed, lost or stolen, the Company shall
execute  and  deliver  a  new  Warrant  in  exchange  for and upon surrender and
cancellation  of  such  mutilated  or  defaced  Warrant  or,  in  lieu of and in
substitution  for  such  Warrant  so  destroyed, lost or stolen, upon the Holder
filing  with  the  Company an affidavit that such Warrant has been so mutilated,
defaced,  destroyed, lost or stolen.  However, the Company shall be entitled, as
a  condition  to  the  execution  and  delivery  of  such new Warrant, to demand
reasonably  acceptable  indemnity  to it and payment of the expenses and charges
incurred  in  connection  with the delivery of such new Warrant.  Any Warrant so
surrendered  to  the  Company  shall  be  canceled.

     3.4     Notices.  All  notices and other communications from the Company to
             -------
the  Holder  or  vice  versa  shall be deemed delivered and effective when given
personally,  by  facsimile  transmission with confirmation sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as  the  case may be, in writing by the Company or the Holder from time to time.

     3.5     Waiver.  This  Warrant  and any term hereof may be changed, waived,
             ------
or terminated only by an instrument in writing signed by the party against which
enforcement  of  such  change,  waiver,  discharge  or  termination  is  sought.

     3.6     Governing  Law.  This Warrant shall be governed by and construed in
             --------------
accordance  with  the laws of the State of Florida, without giving effect to its
principles  regarding conflicts of law.  Any action to enforce the terms of this
Warrant  shall  be  exclusively heard in the county, state and federal Courts of
Florida  and  Country  of  the  United  States  of  America.

     3.7     Signature.  In  the  event  that  any  signature on this Warrant is
             ---------
delivered  by  facsimile  transmission,  such signature shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  the  same,  with  the  same  force  and  effect  as if such facsimile
signature  page  were  an  original  thereof.

     3.8     Legal  Fees.  In  the  event any Person commences a legal action or
             -----------
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such  action  or  proceeding  shall  pay  all reasonable and necessary costs and
expenses  (including  reasonable  and  necessary  attorney's  fees)  incurred in
enforcing  such  rights.

Dated:  December  ___,  2005

                                       CHARYS  HOLDING  COMPANY  INC.



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


                                      - 5 -
<PAGE>
                                   APPENDIX I

                               NOTICE OF EXERCISE
                               ------------------

1.   The undersigned hereby elects (please check the appropriate box and fill in
     the  blank  spaces):

     [ ]  to  purchase  ______  shares of the Common Stock, $0.001 par value per
     share,  of Charys Holding Company Inc. at ________ per share for a total of
     $______________  and  pursuant  to  the  terms of the attached Warrant, and
     tenders  herewith  payment  of the aggregate Exercise Price of such Warrant
     Shares  in  full;  or

     [ ]  to  purchase  _______ shares of the Common Stock, $0.001 par value per
     share,  of  Charys  Holding  Company Inc. pursuant to the cashless exercise
     provision  under  Section  2.2  (b)  of  the  attached Warrant, and tenders
     herewith the number of Warrant Shares to purchase such Warrant Shares based
     upon  the  formula  set  forth  in  Section  2.2  (b).

2.   Please issue a certificate or certificates representing said Warrant Shares
     in the name of the undersigned or in such other name as is specified below:


Dated:
      -----------------------
                                       By
                                         --------------------------------------
                                       Name:
                                            -----------------------------------


                                      - 6 -
<PAGE>