Exhibit 10.1

THIS  WARRANT  AND  THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  AND  MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE  TRANSFERRED  WITHOUT AN EFFECTIVE REGISTRATION THERE0F UNDER SUCH ACT
OR  PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION  AND  ITS  COUNSEL,  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

                            WARRANT TO PURCHASE STOCK

Corporation:                 Charys Holding Company, Inc.
Number of Shares:            862,069
Class of Stock:              Common Stock
Initial Exercise Price:      $0.35 per share
Issue Date:                  August 1,2005
Expiration Date:             July 31, 2012


     THIS  WARRANT  CERTIFIES  THAT,  for the agreed upon value of $1.00 and for
other  good  and  valuable  consideration,  Venture Banking Group, a division of
Greater Bay Bank NA. ("Holder") is entitled to purchase the number of fully paid
and  nonassessable shares of COMMON Stock (the 'Shares") of the corporation (the
"Company")  at the price per Share (the "Warrant Price") all as set forth herein
and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions
and  upon  the  terms  and  conditions  set  forth  of  this  Warrant.

ARTICLE  1.  EXERCISE.
             --------

     1.1     Method  of Exercise. Holder may exercise this Warrant by delivering
             -------------------
a  duly  executed  Notice  of  Exercise  in  substantially  the form attached as
Appendix  I  to the principal office of the Company. Unless Holder is exercising
the  conversion right set forth in Section 1.2, Holder shall also deliver to the
Company  a check for the aggregate Warrant Price for the Shares being purchased.

     1.2     Conversion  Right.  In lieu of exercising this Warrant as specified
             -----------------
in  Section  1.1, Holder may from time to time convert this Warrant, in whole or
in  part,  into a number of Shares determined by dividing (a) the aggregate fair
market  value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market  value  of  one  Share,  The  fair  market  value  of the Shares shall be
determined  pursuant  Section  1.4.

     1.3     No  Rights  of Shareholder. This Warrant does not entitle Holder to
             --------------------------
any  voting rights as a shareholder of the Company prior to the exercise hereof.

     1.4     Fair Market Value. If the Shares are traded in a public market, the
             -----------------
fair market value of the Shares shall be the closing price of the Shares (or the
closing  price  of  the  Company's  stock into which the Shares are convertible)
reported  for  the business day immediately before Holder delivers its Notice of
Exercise  to  the  Company.

     1.5     Delivery  of  Certificate  and  New  Warrant. Promptly after Holder
             --------------------------------------------
exercises  or  converts  this  Warrant,  the  Company  shall  deliver  to Holder
certificates  for  the  Shares  acquired and, if this Warrant has not been filly
exercised  or  converted  arid  has  not expired, a new Warrant representing the
Shares  not  so  acquired.

     1.6     Replacement  of  Warrants.  On  receipt  of  evidence  reasonably
             -------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and, in the case of loss, theft or destruction, on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or,  in  the  case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new  warrant  of  like  tenor.

     1.7     Repurchase  on  Sale,  Merger,  or  Consolidation  of  the Company.
             ------------------------------------------------------------------

          1.7.1     "Acquisition".  For  the  purpose  of  this  Warrant,
                     ------------
"Acquisition"  means  any  sale,  license,  or  other  disposition  of  all  or
substantially  all  of  the  assets  (including  intellectual  property)  of the
Company,  or  any  reorganization, consolidation, or merger of the Company where
the  holders of the Company's securities before the transaction beneficially own
less than 50% of the outstanding voting securities of the surviving entity after
the  transaction.

          1.7.2     Assumption  of  Warrant. Upon the closing of any Acquisition
                    -----------------------
the  successor  entity  shall  assume  the obligations of this Warrant, and this
Warrant  shall  be  exercisable  for  the same securities, cash, and property as
would  be  payable  for  the  Shares  issuable  upon exercise of the unexercised
portion  of  this  Warrant as if such Shares were outstanding on the record date
for  the Acquisition and subsequent closing. The Warrant Price shall be adjusted
accordingly.


                                      -1-
<PAGE>
          1.7.3     Purchase Right. At the election of Holder, the Company shall
                    --------------
purchase  the  unexercised  portion of this Warrant for cash upon the closing of
any  Acquisition  for  an  amount  equal  to  (a)  the  fair market value of any
consideration  that  would  have been received by Holder in consideration of the
Shares  had Holder exercised the unexercised portion of this Warrant immediately
before  the record date for determining the shareholders entitled to participate
in  the proceeds of the Acquisition, less (b) the aggregate Warrant Price of the
Shares,  but  in  no  event  less  than  zero.

ARTICLE  2.  ADJUSTMENTS  TO  THE  SHARES.
             -----------------------------

     2.1     Stock  Dividends,  Splits,  Etc.  If the Company declares or pays a
             -------------------------------
dividend  on  its  common  stock  payable  in common stock, or other securities,
subdivides  the  outstanding common stock into a greater amount of common stock,
then  upon  exercise  of  this  Warrant,  for  each Share acquired, Holder shall
receive,  without  cost  to  Holder,  the total number and kind of securities to
which  Holder  would have been entitled had Holder owned the Shares of record as
of  the  date  the  dividend  or  subdivision  occurred.

     2.2     Reclassification,  Exchange  or  Substitution.  Upon  any
             ---------------------------------------------
reclassification,  exchange,  substitution,  or  other  event  that results in a
change  of  the  number and/or class of the securities issuable upon exercise or
conversion  of  this Warrant, Holder shall be entitled to receive, upon exercise
or  conversion  of  this Warrant, the number and kind of securities and property
that  Holder  would  have  received  for  the  Shares  if  this Warrant had been
exercised  immediately  before such reclassification, exchange, substitution, or
other  event.  The Company or its successor shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Article  2  including, without limitation,
adjustments  to  the  Warrant  Price and to the number of securities or properly
issuable  upon  exercise  of the new Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, substitutions,
or  other  events.

     2.3     Adjustments  for  Combinations,  Etc. If the outstanding Shares are
             ------------------------------------
combined or consolidated, by reclassification or otherwise, into a lesser number
of  shares,  the  Warrant  Price  shall  be  proportionately  increased.

     2.4     No  Impairment.  The  Company  shall  not,  by  amendment  of  its
             --------------
Certificate  of  Incorporation  or through a reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to  be  observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of
this  Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder's rights under this Article against impairment. If the Company
takes  any  action  affecting  the  Shares  or  its  common  stock other than as
described  above  that adversely affects Holder's rights under this Warrant, the
Warrant  Price shall be adjusted downward and the number of Shares issuable upon
exercise  of  this  Warrant  shall  be adjusted upward in such a manner that the
aggregate  Warrant  Price  of  this  Warrant  is  unchanged.

     2.5     Fractional  Shares.  No  fractional  Shares  shall be issuable upon
             ----------
exercise  or  conversion  of  the  Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional share interest
arises  upon  any  exercise  or  conversion  of  the  Warrant, the Company shall
eliminate  such  fractional  share  interest by paying Holder amount computed by
multiplying  the  fractional  interest by the fair market value of a full Share.

     2.6     Certificate  as to Adjustments. Upon each adjustment of the Warrant
             ------------------------------
Price,  the  Company  at its expense shall promptly compute such adjustment, and
furnish  Holder  with a certificate of its Chief Financial Officer setting forth
such  adjustment  and the facts upon which such adjustment is based. The Company
shall,  upon  written  request,  furnish  Holder a certificate setting forth the
Warrant  Price  in  effect  upon  the date thereof and the series of adjustments
leading  to  such  Warrant  Price.

ARTICLE  3.  REPRESENTATIONS  AND  COVENANTS  OF  THE  COMPANY.
             -------------------------------------------------

     3.1     Representations  and  Warranties. The Company hereby represents and
             --------------------------------
warrants  to  the  Holder  as  follows:

               (a)     The initial Warrant Price referenced on the first page of
this  Warrant  is  not  greater than (i) the price per share at which the Shares
were last issued in an arms-length transaction in which at least $500,000 of the
Shares  were sold and (ii) the fair market value of the Shares as of the date of
this  Warrant.

               (b)     All  Shares  which may be issued upon the exercise of the
purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued,  fully  paid  and  nonassessable, and free of any liens and encumbrances
except  for  restrictions  on  transfer  provided for herein or under applicable
federal  and  state  securities  laws.

     3.2     Notice  of  Certain Events. If the Company proposes at any time (a)
             --------------------------
to  declare any dividend or distribution upon its common stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b)  to


                                      -2-
<PAGE>
offer  for  subscription  pro  rata to the holders of any class or series of its
stock any additional shares of stock of any class or series or other rights; (c)
to effect any reclassification or recapitalization of common stock; (d) to merge
or  consolidate  with or into any other corporation, or sell, lease, license, or
convey all or substantially all of its assets, or to liquidate, dissolve or wind
up;  or  (e) offer holders of registration rights the opportunity to participate
in  an  underwritten public offering of the company's securities for cash, then,
in  connection  with each such event, the Company shall give Holder (1) at least
20  days  prior  written  notice of the date on which a record will be taken for
such  dividend, distribution, or subscription rights (and specifying the date on
which  the  holders of common stock will be entitled thereto) or for determining
rights  to  vote,  if  any, in respect of the matters referred to in (c) and (d)
above;  (2) in the case of the matters referred to in (c) and (d) above at least
20  days  prior  written  notice  of the date when the same will take place (and
specifying  the  date  on  which the holders of common stock will be entitled to
exchange  their  common  stock for securities or other property deliverable upon
the  occurrence of such event); and (3) in the case of the matter referred to in
(e)  above,  the  same  notice  as  is given to the holders of such registration
rights.

     3.3     Information Rights. So long as the Holder holds this Warrant and/or
             ------------------
any  of  the  Shares, the Company shall deliver to the Holder (a) promptly after
mailing,  copies  of  all  notices  or  other  written  communications  to  the
shareholders  of  the Company, (b) within ninety (90) days after the end of each
fiscal  year  of  the  Company,  the annual financial statements of the Company.

     3.4     Registration  Under Securities Act of 1933, as amended. The Company
             ------------------------------------------------------
hereby  grants  to  Holder the same piggyback registration rights granted to the
other  holders  of  the  Shares.

ARTICLE  4.  MISCELLANEOUS.
             -------------

     4.1     Term. This Warrant is exercisable, in whole or in part, at any time
             ----
and  from  rime  to  time  on or before the Expiration Date set forth above. The
Company  shall  give  Holder  written  notice of Holder's right to exercise this
Warrant  in  the  form attached as Appendix 2 not more than 90 days and not less
than  30  days  before  the  Expiration  Date. Tithe notice is not so given, the
Expiration Date shall automatically be extended until 30 days after the date the
Company  delivers  the  notice  to  Holder.

     4.2     Legends.  This Warrant and the Shares (and the securities issuable,
             -------
directly  or  indirectly,  upon  conversion  of  the  Shares,  if  any) shall be
imprinted  with  a  legend  in  substantially  the  following  form:

     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED,  AND  MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
     EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN
     OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  THE CORPORATION AND ITS
     COUNSEL  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

     4.3     Compliance  with  Securities Laws on Transfer. This Warrant and the
             ---------------------------------------------
Shares  issuable  upon  exercise  this  Warrant  (and  the  securities issuable,
directly  or  indirectly,  upon  conversion  of  the  Shares, if any) may not be
transferred  or  assigned in whole or in part without compliance with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested  by  the  Company). The Company shall not require Holder to provide an
opinion  of  counsel if the transfer is to an affiliate of Holder or if there is
no material question as to the availability of current information as referenced
in  Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e)
in  reasonable  detail,  the selling broker represents that it has complied with
Rule  144(f),  and  the  Company  is  provided with a copy of Holder's notice of
proposed  sale.

     4.4     Transfer  Procedure.  Subject  to  the  provisions  of Section 4.3,
             -------------------
Holder  may  transfer  all  or  part of this Warrant or the Shares issuable upon
exercise  of  this  Warrant (or the securities issuable, directly or indirectly,
upon  conversion  of  the  Shares,  if  any) by giving the Company notice of the
portion  of  the  Warrant  being transferred setting forth the name, address and
taxpayer  identification  number of the transferee and surrendering this Warrant
to  the  Company for reissuance to the transferee(s) (and Holder if applicable).
Unless  the Company is filing financial information with the SEC pursuant to the
Securities  Exchange  Act of 1934, the Company shall have the right to refuse to
transfer  any  portion  of this Warrant to any person who directly competes with
the  Company.

     4.5     Notices.  All  notices and other communications from the Company to
             -------
the  Holder,  or  vice versa, shall be deemed delivered and effective when given
personally  or  mailed  by  first-class  registered  or  certified mail, postage
prepaid,  at  such  address  as  may  have  been furnished to the Company or the
Holder,  as  the case may be, in writing by the Company or such holder from time
to  time.

     4.6     Waiver.  This  Warrant  and any term hereof may be changed, waived,
             ------
discharged  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-
<PAGE>
     4.7     Governing  Law.  This Warrant shall be governed by and construed in
             --------------
accordance  with  the laws of the State of Georgia, without giving effect to its
principles  regarding  conflicts  of  law.


                              Charys Holding Company, Inc.


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


                                      -4-
<PAGE>
APPENDIX 1
                               NOTICE OF EXERCISE
                               ------------------


     1.     The undersigned hereby elects to purchase _________________ shares
of the Common Stock/Preferred Series [strike one] of <INSERT CLIENT NAME>
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such shares in full.

     2.     The undersigned hereby elects to convert the attached Warrant into
Shares/cash [strike one] in the manner specified in the Warrant. This conversion
is exercised with respect to _____________________________of the Shares covered
by the Warrant.

     [Strike paragraph that does not apply.]

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


                                     (Name)


                        ________________________________

                                    (Address)


                        ________________________________


                        ________________________________


     4.     The undersigned represents it is acquiring the shares solely for its
own account and not as a nominee for any other party and not with a view toward
the resale or distribution thereof except in compliance with applicable
securities laws.


                              Venture Banking Group, a division of Greater Bay
                              Bank, N.A.


                              _____________________________________________
                              (Signature)

                              _____________________________________________
                              (Date)


                                      -5-
<PAGE>
APPENDIX 2
                     NOTICE THAT WARRANT IS ABOUT TO EXPIRE
                     --------------------------------------

                            _________________, _____


(Name of Holder)

______________________________________

(Address of Holder)

______________________________________

______________________________________

______________________________________
Attn:     Chief Financial Officer

Gentleperson:


     This is to advise you that the Warrant issued to you described below will
expire on __________________, _____.

Issuer:                       <INSERT CLIENT NAME>

Issue Date:                   ______________, _____

Class of Security Issuable:   Series ___ Preferred

Exercise Price Per Share:     $___________________

Number of Shares Issuable:    ____________________

Procedure for Exercise:       Please contact _________________________________
                              _____ (name) at __________________ (phone
                              number) with any questions you may have concerning
                              exercise of the Warrant.  This is your only notice
                              of pending expiration.



<INSERT CLIENT NAME>

By:________________________________

Its:_______________________________


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