SECURITIES PURCHASE AGREEMENT
                          -----------------------------

     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November
                                               ---------
16,  2005, by and among CHARYS HOLDING COMPANY INC., a Delaware corporation (the
"Company"),  and  Highgate  House  Funds,  Ltd.  (the  "Buyer").
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                                   WITNESSETH:
                                   -----------

     WHEREAS,  the  Company  and  the  Buyer  are  executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section  4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by
                                                ------------
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
                                                  ---
of  1933,  as  amended  (the  "Securities  Act");
                               ---------------

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Buyer, as
provided  herein, and the Buyer shall purchase at the Closing (as defined below)
(i)  a  Three  Million  Dollar  ($3,000,000)  secured convertible debenture (the
"First Convertible Debenture"),  which  shall be convertible, unless redeemed by
----------------------------
the  Company  before  the expiration of one hundred twenty days from the Closing
Date  (as  defined  below) (the "Exclusive Redemption Date"), into shares of the
                                 -------------------------
Company's common stock, par value $0.001 (the "Common Stock") (as converted, the
                                               ------------
"Conversion  Shares"),  and  (ii) warrants (the "First Warrants") to purchase an
 ------------------                              -------------
aggregate  of  750,000 shares of Common Stock (the "First Warrant Shares").  The
                                                    --------------------
total  purchase price for the First Convertible Debenture and the First Warrants
shall  be  Three Million Dollars ($3,000,000), (the "First Purchase Price"); and
                                                     --------------------

     WHEREAS,  at  the  Closing,  the parties hereto shall execute and deliver a
Registration  Rights  Agreement  substantially  in  the  form attached hereto as
Exhibit  A  (the "Investor Registration Rights Agreement") pursuant to which the
----------        --------------------------------------
Company  has  agreed to provide certain registration rights under the Securities
Act  and the rules and regulations promulgated there under, and applicable state
securities  laws;  and

     WHEREAS,  the  aggregate  proceeds  of  the  sale  of the First Convertible
Debenture  and  the  First  Warrants contemplated hereby shall be held in escrow
pursuant  to  the  terms of an escrow agreement substantially in the form of the
Escrow  Agreement  among the Company, the Buyer and the Escrow Agent (as defined
below) attached hereto as Exhibit B (the "Escrow Agreement") and executed by the
                          ---------       ----------------
parties  concurrently  herewith;

     WHEREAS,  at  the  Closing,  the parties hereto shall execute and deliver a
Security  Agreement  substantially in the form attached hereto as Exhibit C (the
                                                                  ---------
"Security  Agreement")  pursuant  to which the Company has agreed to provide the
 -------------------
Buyer  a security interest in Pledged Collateral (as this term is defined in the
Security  Agreement)  to  secure the Company's obligations as reflected therein;

     WHEREAS,  at  the  Closing, the parties hereto shall execute and deliver an
Escrow  Shares  Escrow  Agreement  substantially  in the form attached hereto as
Exhibit  D  (the  "Escrow
----------         ------


<PAGE>
Shares  Escrow Agreement") pursuant to which the Company shall issue and deliver
------------------------
to  the  Escrow  Agent  Twenty  Million  (20,000,000)  shares of Common Stock or
"security  stock"  (the  "Escrow  Shares") and the Escrow Agent shall distribute
                          --------------
some or all of the Escrow Shares to the Buyer upon conversion, if applicable, of
the  First  Convertible  Debenture  and Second Convertible Debenture (as defined
herein),  as  the  case may, pursuant to a Conversion Notice (as defined herein)
and/or  exercise  of the First Warrants and Second Warrants (as defined herein),
as  the  case  may be; provided, however, that the Escrow Agent shall distribute
all of such Escrow Shares (less 1,000,000 of such shares which shall be retained
by the Escrow Agent for purposes of distributing First Warrant Shares and Second
Warrant  Shares  (as  defined  herein)  upon  exercise by the Buyer of the First
Warrants and Second Warrants, as the case may be) to the Company upon receipt of
a  Redemption  Notice  (as  defined  in  the  Escrow  Shares  Agreement);

     WHEREAS,  at  the  Closing,  the  parties  hereto shall execute and deliver
Irrevocable  Transfer  Agent  Instructions  substantially  in  the form attached
hereto  as  Exhibit  E  (the  "Irrevocable  Transfer  Agent  Instructions");
            ----------         ------------------------------------------

     WHEREAS,  the  Registration  Rights  Agreement, the Security Agreement, the
Escrow  Shares  Agreement  and  the  Irrevocable Transfer Agent Instructions are
sometimes  referred  to  herein  as  the  "Other  Transaction  Documents";
                                           -----------------------------

     WHEREAS,  the  Company  shall  also  have  the option (the "First Option"),
                                                                 ------------
exercisable  at  any  time upon notice duly given to Buyer, to issue and sell to
the Buyer, whereupon the Buyer shall purchase, at the Second Closing (as defined
below)  (i) a One Million Dollar ($1,000,000) secured convertible debenture (the
"Second  Convertible  Debenture"),  which  shall  be convertible, unless earlier
 ------------------------------
redeemed  by the Company, into Conversion Shares, and (ii) warrants (the "Second
 ---                                                                      ------
Warrants")  to  purchase  an  aggregate  of  250,000 shares of Common Stock (the
--------
"Second  Warrant  Shares").  The total purchase price for the Second Convertible
------------------------
Debenture  and  the  Second  Warrants shall be One Million Dollars ($1,000,000),
(the  "Second  Closing  Purchase  Price");  and
       --------------------------------

     WHEREAS,  in  the event the Company exercises the First Option, the parties
shall  execute  and  deliver at the Second Closing appropriate amendments to the
Other  Transaction  Documents  to reflect the issuance of the Second Convertible
Debenture,  the  additional  Conversion  Shares  into  which  such  debenture is
convertible,  the  Second  Warrants  and  the  Second  Warrant  Shares;

     WHEREAS,  for  purposes  of the representations and warranties set forth in
Sections  2  and  3  below,  the  terms  "Convertible  Debenture,"  "Warrants,"
"Conversion  Shares"  and  "Warrant  Shares" shall mean: (i) with respect to the
First  Closing,  the  First  Convertible  Debenture,  the  First  Warrants,  the
Conversion  Shares into which the First Convertible Debenture is convertible and
the  First  Warrant  Shares,  respectively;  and (ii) with respect to the Second
Closing,  the  Second Convertible Debenture, the Second Warrants, the Conversion
Shares into which the Second Convertible Debenture is convertible and the Second
Warrant  Shares,  respectively;

     WHEREAS,  for  purposes  of the covenants and other provisions set forth in
Sections  4,  5,  6  and 9 below, the terms "Convertible Debenture," "Warrants,"
"Conversion  Shares" and "Warrant Shares" shall mean: (i) if the Company has not
exercised  the  First  Option,  the  First


                                        2
<PAGE>
Convertible  Debenture, the First Warrants, the Conversion Shares into which the
First  Convertible  Debenture  is  convertible  and  the  First  Warrant Shares,
respectively;  (ii)  if  the  Company  has exercised the First Option, the First
Convertible  Debenture and Second Convertible Debenture, as the case may be, and
the Conversion Shares into which the same may be convertible, the First Warrants
and Second Warrants, as the case may be, and the First Warrant Shares and Second
Warrant  Shares,  as  the  case  may  be.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other
agreements contained in this Agreement the Company and the Buyer hereby agree as
follows:

          1.     PURCHASE  AND  SALE  OF  CONVERTIBLE  DEBENTURES;  CLOSINGS.
                 -----------------------------------------------------------

                    (a)     Purchase of First Convertible Debenture.  Subject to
                            ---------------------------------------
the  satisfaction (or waiver) of the terms and conditions of this Agreement, the
Buyer  agrees  to  purchase  at  the  Closing  (as defined herein below) and the
Company  agrees  to  sell  and  issue  to  the  Buyer  at the Closing, the First
Convertible  Debenture  and  the  First  Warrants.  Upon execution hereof by the
Buyer,  the Buyer shall wire transfer the First Purchase Price in same-day funds
or  a  check  payable to "Gottbetter & Partners, LLP, as Escrow Agent for Charys
Holding  Company Inc.", which Purchase Price shall be held in escrow pursuant to
the  terms  of  the  Escrow  Agreement (as hereinafter defined) and disbursed in
accordance  therewith.

                    (b)     Closing.  The  closing  (the  "Closing")  of  the
                            -------                        -------
purchase  and  sale  of the First Convertible Debenture and First Warrants shall
take  place  at  10:00  a.m. Eastern Standard Time within five (5) business days
following  the  date  hereof,  subject  to  notification  of satisfaction of the
conditions  to  the  Closing  set forth herein and in Sections 7 and 8 below (or
such  later  date  as  is  mutually agreed to by the Company and the Buyer) (the
"Closing  Date").  The Closing shall occur on the Closing Date at the offices of
 -------------
Gottbetter  &  Partners,  LLP,  488 Madison Avenue, New York, New York 10022 (or
such  other  place  as  is  mutually  agreed  to  by the Company and the Buyer).

                    (c)     Escrow  Arrangements;  Form  of  Payment.  Upon
                            ----------------------------------------
execution  hereof  by  Buyer  and  pending the Closing, the First Purchase Price
shall  be  deposited  in a non-interest bearing escrow account with Gottbetter &
Partners, LLP as escrow agent (the "Escrow Agent"), pursuant to the terms of the
                                    ------------
Escrow  Agreement.   Subject  to the satisfaction of the terms and conditions of
this  Agreement,  on the Closing Date, (i) the Escrow Agent shall deliver to the
Company  in accordance with the terms of the Escrow Agreement the First Purchase
Price  for  the  First Convertible Debenture and First Warrants to be issued and
sold  to  the  Buyer, and (ii) the Company shall deliver to the Buyer, the First
Convertible  Debenture  and  the  First Warrants, duly executed on behalf of the
Company.

                    (d)     Purchase of Second Convertible Debenture.  In  the
                            ----------------------------------------
event  the  Company  exercises  the First Option upon notice given to Buyer, and
subject to the satisfaction (or waiver) of the terms and conditions set forth in
Sections 7 and 8 of this Agreement with respect to the Second Closing, the Buyer
agrees  to  purchase  at  the  Second  Closing (as defined herein below) and the
Company  agrees to sell and issue to the Buyer at the Second Closing, the Second
Convertible  Debenture  and the Second Warrants.  Notwithstanding the foregoing,
in  the  event  the  Company  shall have exercised the First Option prior to the
First  Closing,  the  parties  may


                                        3
<PAGE>
agree  that the purchase and sale of the Second Convertible Debenture and Second
Warrants  shall  take  place  at  the  First  Closing.

                    (e)     Second Closing.  Subject to the last sentence of the
                            --------------
preceding paragraph, the closing (the "Second Closing") of the purchase and sale
                                       --------------
of  the  Second  Convertible  Debenture  and Second Warrants shall take place at
10:00  a.m.  Eastern  Standard  Time  two  (2) business days prior to the date a
registration  statement is filed by the Company with the Securities and Exchange
Commission  ("SEC")  pursuant  to  the  Investor  Registration  Rights Agreement
              ---
providing  for  the registration of: (i) the Escrow Shares for conversion of the
First  Convertible  Debenture;  (ii)  the First Warrant Shares; and (iii) if the
Company  has exercised the First Option, the Escrow Shares for conversion of the
Second  Convertible  Debenture  and  Second  Warrant  Shares; (the "Registration
                                                                    ------------
Statement"),  subject  to  notification of satisfaction of the conditions to the
---------
Second  Closing  set  forth  herein and in Sections 7 and 8 below (or such later
date as is mutually agreed to by the Company and the Buyer) (the "Second Closing
                                                                  --------------
Date").  The  Second  Closing  shall  occur  on  the  Second Closing Date at the
----
offices  of  Gottbetter  & Partners, LLP, 488 Madison Avenue, New York, New York
10022  (or  such  other  place  as  is mutually agreed to by the Company and the
Buyer).


          2.     BUYER'S  REPRESENTATIONS  AND  WARRANTIES.
                 -----------------------------------------

     The  Buyer  represents  and  warrants  to  the  Company  that:

                    (a)     Investment  Purpose.  The  Buyer  is  acquiring  the
                            -------------------
Convertible  Debenture and the Warrants, and, upon conversion of the Convertible
Debenture,  if  applicable  and/or  the exercise of the Warrants, the Buyer will
acquire  the  Conversion  Shares  and/or  Warrant Shares, as defined below, then
issuable,  for  its own account for investment only and not with a view towards,
or  for  resale  in  connection  with,  the public sale or distribution thereof,
except  pursuant  to  sales  registered  or  exempted  under the Securities Act;
provided, however, that by making the representations herein, the Buyer reserves
the  right  to dispose of the Conversion Shares, if applicable, and the Warrants
and  Warrant  Shares  at any time in accordance with or pursuant to an effective
registration  statement  covering  such  Conversion Shares, Warrants and Warrant
Shares  or  an  available  exemption  under  the  Securities  Act.

                    (b)     Accredited  Investor  Status.  The  Buyer  is  an
                            ----------------------------
"Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D.
 -------------------

                    (c)     Reliance  on Exemptions.  The Buyer understands that
                            -----------------------
the  Convertible  Debenture and the Warrants are being offered and sold to it in
reliance  on  specific  exemptions  from the registration requirements of United
States federal and state securities laws and that the Company is relying in part
upon  the  truth  and  accuracy  of,  and  the  Buyer's  compliance  with,  the
representations,  warranties,  agreements, acknowledgments and understandings of
the  Buyer  set  forth  herein  in  order  to determine the availability of such
exemptions  and  the  eligibility  of  the  Buyer  to  acquire  such securities.

                    (d)     Information.  The  Buyer  and  its advisors (and his
                            -----------
or, its counsel), if any, have been furnished with all materials relating to the
business,  finances  and  operations  of  the  Company and information he deemed
material  to  making  an  informed  investment  decision


                                        4
<PAGE>
regarding  its  purchase  of the Convertible Debenture and the Warrants, and the
Warrant  Shares  and  the Conversion Shares into which the Convertible Debenture
and Warrants are convertible or exercisable, as the case may be, which have been
requested  by the Buyer.  The Buyer and its advisors, if any, have been afforded
the  opportunity  to  ask  questions of the Company and its management.  Neither
such inquiries nor any other due diligence investigations conducted by the Buyer
or  its  advisors,  if any, or its representatives shall modify, amend or affect
the  Buyer's  right  to  rely  on  the  Company's representations and warranties
contained  in Section 3 below.  The Buyer understands that its investment in the
Convertible  Debenture  and  the Warrants, and the Warrant Shares and Conversion
Shares  into  which  the  Convertible  Debenture and Warrants are convertible or
exercisable,  as  the case may be, involves a high degree of risk.  The Buyer is
in  a  position  regarding  the  Company,  which,  based upon employment, family
relationship  or  economic  bargaining  power,  enabled and enables the Buyer to
obtain information from the Company in order to evaluate the merits and risks of
this investment.  The Buyer has sought such accounting, legal and tax advice, as
it has considered necessary to make an informed investment decision with respect
to  its  acquisition  of  the  Convertible  Debenture  and the Warrants, and the
Warrant  Shares  and  Conversion Shares into which the Convertible Debenture and
Warrants  are  convertible  or  exercisable,  as  the  case  may  be.

                    (e)     No  Governmental Review.  The Buyer understands that
                            -----------------------
no United States federal or state agency or any other government or governmental
agency  has  passed  on  or  made  any  recommendation  or  endorsement  of  the
Convertible  Debenture,  the  Warrants,  the  Warrant  Shares  or the Conversion
Shares,  or  the  fairness  or  suitability of the investment in the Convertible
Debenture  and  the  Warrants, and the Warrant Shares and Conversion Shares into
which  the Convertible Debenture and Warrants are convertible or exercisable, as
the case may be, nor have such authorities passed upon or endorsed the merits of
the  offering  of  the  Convertible  Debenture and the Warrants, and the Warrant
Shares  and  Conversion Shares into which the Convertible Debenture and Warrants
are  convertible  or  exercisable,  as  the  case  may  be.

                    (f)     Transfer  or  Resale.  The  Buyer  understands that,
                            --------------------
except  as  provided  in  the  Investor  Registration  Rights Agreement: (i) the
Convertible  Debenture,  the  Conversion  Shares,  the  Warrants and the Warrant
Shares  have  not  been and are not being registered under the Securities Act or
any  state  securities  laws, and may not be offered for sale, sold, assigned or
transferred  unless  (A)  subsequently  registered  thereunder, or (B) the Buyer
shall  have  delivered  to  the  Company  an  opinion of counsel, in a generally
acceptable  form,  to  the  effect  that such securities to be sold, assigned or
transferred  may  be sold, assigned or transferred pursuant to an exemption from
such  registration  requirements;  (ii)  any  sale  of  such  securities made in
reliance  on  Rule  144  under  the Securities Act (or a successor rule thereto)
("Rule  144")  may  be  made  only  in accordance with the terms of Rule 144 and
  ---------
further,  if  Rule  144  is  not applicable, any resale of such securities under
circumstances  in which the seller (or the person through whom the sale is made)
may  be  deemed  to be an underwriter (as that term is defined in the Securities
Act)  may  require compliance with some other exemption under the Securities Act
or  the  rules and regulations of the Securities and Exchange Commission ("SEC")
                                                                           ---
thereunder;  and  (iii)  neither  the  Company nor any other person is under any
obligation  to  register  such  securities under the Securities Act or any state
securities  laws  or  to  comply  with the terms and conditions of any exemption
thereunder.


                                        5
<PAGE>
                    (g)     Legends.  The  Buyer  understands  that  the
                            -------
certificates  or  other  instruments representing the Convertible Debenture, the
Warrants,  the  Warrant  Shares,  the Escrow Shares and/or the Conversion Shares
shall  bear a restrictive legend in substantially the following form (and a stop
transfer  order  may  be  placed  against  transfer of such stock certificates):

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
          AMENDED,  OR  APPLICABLE  STATE  SECURITIES  LAWS.  THE
          SECURITIES  HAVE  BEEN  ACQUIRED  SOLELY FOR INVESTMENT
          PURPOSES  AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT
          BE  OFFERED  FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
          THE  ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT
          FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED,  OR  APPLICABLE STATE SECURITIES LAWS, OR (ii)
          AN  OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
          THAT  REGISTRATION  IS  NOT  REQUIRED UNDER SAID ACT OR
          APPLICABLE  STATE  SECURITIES  LAWS.

The  legend  set  forth  above  shall be removed and the Company within five (5)
business days shall cause its transfer agent to issue a certificate without such
legend  to the holder of the Convertible Debenture, Warrants, the Warrant Shares
and/or Conversion Shares upon which it is stamped, if, unless otherwise required
by  state  securities  laws,  (i)  in connection with a public sale transaction,
provided  the  applicable securities subject to such public sale transaction are
registered  under  the  Securities Act or (ii) in connection with a private sale
transaction,  after such holder provides the Company with an opinion of counsel,
which  opinion  shall  be in form, substance and scope customary for opinions of
counsel  in  comparable  transactions,  to the effect that a sale, assignment or
transfer  of the securities subject to such private sale transaction may be made
without  registration  under  the  Securities  Act.

                    (h)     Authorization, Enforcement.  This Agreement has been
                            --------------------------
duly  and  validly authorized, executed and delivered on behalf of the Buyer and
is a valid and binding agreement of the Buyer enforceable in accordance with its
terms,  except  as  such  enforceability may be limited by general principles of
equity  or  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  and  other  similar  laws  relating to, or affecting generally, the
enforcement  of  applicable  creditors'  rights  and  remedies.


                                        6
<PAGE>
                    (i)     Receipt of Documents.  The Buyer and its counsel has
                            --------------------
received  and  read  in  their  entirety:  (i)  this  Agreement  and  each
representation,  warranty and covenant set forth herein, the Security Agreement,
the  Investor  Registration  Rights  Agreement,  the  Escrow  Agreement,  the
Irrevocable  Transfer  Agent  Agreement, and the Escrow Shares Escrow Agreement;
(ii)  all  due  diligence and other information necessary to verify the accuracy
and  completeness  of  such representations, warranties and covenants; (iii) the
Company's  Form  10-KSB  for  the  fiscal  year  ended  April 30, 2005; (iv) the
Company's  Form  10-QSB  for  the  fiscal  quarter  ended July 31, 2005; (v) the
Company's  Form  8-K  related  to  the  restatement  of  the Company's Financial
Statements and (vi) it has received answers to all questions the Buyer submitted
to  the Company regarding an investment in the Company; and the Buyer has relied
on  the  information  contained  therein  and  has  not been furnished any other
documents,  literature,  memorandum  or  prospectus.

                    (j)     Due  Formation  of  Corporate and Other Buyers.  The
                            ----------------------------------------------
Buyer  is a corporation duly incorporated and validly existing under the laws of
the  Cayman  Islands  and  has  not  been  organized for the specific purpose of
purchasing  the  Convertible  Debenture  and Warrants and is not prohibited from
doing  so.

                    (k)     No  Legal  Advice  From  the  Company.  The  Buyer
                            -------------------------------------
acknowledges,  that  it  had  the  opportunity  to review this Agreement and the
transactions  contemplated  by  this  Agreement  with  its own legal counsel and
investment  and  tax  advisors.  The Buyer is relying solely on such counsel and
advisors  and  not on any statements or representations of the Company or any of
its  representatives  or agents for legal, tax or investment advice with respect
to  this  investment,  the  transactions  contemplated  by this Agreement or the
securities  laws  of  any  jurisdiction.

                    (l)     No  Group  Participation.     The  Buyer  and  its
                            ------------------------
affiliates is not a member of any group, nor is the Buyer acting in concert with
any  other  person  with respect to its acquisition of the Convertible Debenture
and  the  Warrants,  and the Warrant Shares and Conversion Shares into which the
Convertible  Debenture  and Warrants are convertible or exercisable, as the case
may  be.

                    (m)     Company  Registration Statement.  The Buyer makes no
                            -------------------------------
representation  or  warranty  regarding  the  Company's  ability  to  have  any
registration  statement  filed  pursuant  to  the  Investor  Registration Rights
Agreement  or otherwise declared effective by the SEC.  The Company has the sole
obligation  to make any and all such filings as may be necessary and to have any
registration  statement  declared effective by the SEC to the extent required by
the  Investor  Registration  Rights  Agreement.

          3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
                 --------------------------------------------------

     The  Company represents and warrants to the Buyer that, except as set forth
in  the  SEC  Documents  (as  defined  herein)  or  otherwise on the schedule of
exceptions  delivered  to  the  Buyer  in  connection with the execution of this
Agreement  (the  "Schedules"):
                  ---------

                    (a)     Organization and Qualification.  The Company and its
                            ------------------------------
subsidiaries  are  corporations  duly  organized  and  validly  existing in good
standing  under  the  laws  of  the


                                        7
<PAGE>
jurisdiction  in  which  they are incorporated, and have the requisite corporate
power  to  own  their  properties  and  to  carry on their business as now being
conducted.  Each  of  the  Company  and  its subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in  which  the  nature  of the business conducted by it makes such qualification
necessary,  except  to  the  extent that the failure to be so qualified or be in
good  standing  would  not have a material adverse effect on the Company and its
subsidiaries  taken  as  a  whole.

                    (b)     Authorization,  Enforcement,  Compliance  with Other
                            ----------------------------------------------------
Instruments.  (i) The Company has the requisite corporate power and authority to
-----------
enter  into  and  perform  this  Agreement, the Security Agreement, the Investor
Registration  Rights Agreement, the Irrevocable Transfer Agent Instructions, the
Escrow  Agreement  and  the  Escrow  Shares  Escrow  Agreement (collectively the
"Transaction  Documents")  and  to  issue  the  Convertible  Debenture  and  the
 ----------------------
Warrants,  and  the  Warrant  Shares  and  Conversion  Shares  into  which  the
Convertible  Debenture  and Warrants are convertible or exercisable, as the case
may  be  (including  those comprising the Escrow Shares), in accordance with the
terms  hereof  and  thereof,  (ii) the execution and delivery of the Transaction
Documents  by  the  Company  and  the  consummation  by  it  of the transactions
contemplated  hereby and thereby, including, without limitation, the issuance of
the Convertible Debenture and the Warrants, and the reservation for issuance and
the  issuance  of  the  Conversion  Shares  and  Warrant  Shares  issuable  upon
conversion  or  exercise thereof, as the case may be (including those comprising
the  Escrow  Shares),  have  been  duly  authorized  by  the  Company's Board of
Directors  and  no  further consent or authorization is required by the Company,
its Board of Directors or its stockholders, (iii) the Transaction Documents have
been  duly executed and delivered by the Company, (iv) the Transaction Documents
constitute  the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited  by  general  principles of equity or applicable bankruptcy, insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement  of creditors' rights and remedies.  The
authorized  officer  of the Company executing the Transaction Documents knows of
no  reason  why  the  Company cannot file the registration statement as required
under the Investor Registration Rights Agreement or perform any of the Company's
other  obligations  under  such  documents.

                    (c)     Capitalization.  The  Company's  authorized  capital
                            --------------
stock is comprised of:  (i) 300,000,000 shares of Common Stock, $0.001 par value
per  share,  of  which  8,930,951  shares are issued and outstanding, 11,361,682
shares  are  reserved  for  issuance pursuant to outstanding options and 862,069
shares  are  reserved  for  issuance  pursuant to outstanding warrants; and (ii)
5,000,000  shares  of  Preferred  Stock,  $0.001 par value per share.  There are
currently  three series of Preferred Stock designated as follows:  (i) 1,000,000
shares  have  been  designated as Series A Preferred Stock, $0.001 par value per
share,  all  of  which have been issued and are outstanding; (ii) 400,000 shares
have  been  designated  as Series B Preferred Stock, $0.001 par value per share,
all  of  which have been issued and are outstanding; and (iii) 500,000 shares of
Series  C  Preferred  Stock,  $0.001 par value per share, all of which have been
issued  and are outstanding.    All of such outstanding shares have been validly
issued  and  are  fully  paid and nonassessable.  Except as disclosed in the SEC
Documents  (as defined in Section 3(f)) or in the Schedules, no shares of Common
Stock  are subject to preemptive rights or any other similar rights or any liens
or  encumbrances  suffered  or permitted by the Company.  Except as disclosed in
the  SEC  Documents  or  in the Schedules, as of the date of this Agreement, (i)
there  are  no


                                        8
<PAGE>
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any  of  its  subsidiaries  is  or  may  become bound to issue
additional  shares of capital stock of the Company or any of its subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares  of  capital  stock of the Company or any of its subsidiaries, (ii) there
are  no  outstanding  debt  securities  and  (iii)  there  are  no agreements or
arrangements  under which the Company or any of its subsidiaries is obligated to
register  the  sale  of any of their securities under the Securities Act (except
pursuant  to  the  Investor Registration Rights Agreement) and (iv) there are no
outstanding registration statements and there are no outstanding comment letters
from  the  SEC  or  any  other  regulatory  agency.  There  are no securities or
instruments  containing  anti-dilution  or  similar  provisions  that  will  be
triggered by the issuance of the Convertible Debenture and Warrants as described
in  this  Agreement.  The  Convertible  Debenture,  Warrants, Warrant Shares and
Conversion  Shares  when  issued,  if  applicable, will be free and clear of all
pledges,  liens,  encumbrances  and other restrictions (other than those arising
under  federal  or state securities laws as a result of the private placement of
the  Convertible  Debenture  and  Warrants).  No  co-sale  right, right of first
refusal or other similar right exists with respect to the Convertible Debenture,
Warrants,  Warrant Shares, and/or the Conversion Shares or the issuance and sale
thereof.  The  issue and sale of the Convertible Debenture and the Warrants, and
the  Warrant  Shares  and Conversion Shares into which the Convertible Debenture
and Warrants are convertible or exercisable, as the case may be, will not result
in  a  right  of  any  holder  of  Company  securities  to  adjust the exercise,
conversion,  exchange  or  reset  price  under such securities.  The Company has
furnished  to  the Buyer true and correct copies of the Company's Certificate of
Incorporation,  as amended and as in effect on the date hereof (the "Certificate
                                                                     -----------
of  Incorporation"),  and the Company's By-laws, as in effect on the date hereof
-----------------
(the "By-laws"), and the terms of all securities convertible into or exercisable
      -------
for  Common  Stock  and  the  material  rights of the holders thereof in respect
thereto  other  than  stock  options  issued  to  employees  and  consultants.

                    (d)     Issuance  of  Securities.  The Convertible Debenture
                            ------------------------
and Warrants are duly authorized and, upon issuance in accordance with the terms
hereof,  shall  be  duly issued, fully paid and nonassessable, are and free from
all  taxes, liens and charges with respect to the issue thereof.  The Conversion
Shares  and  the  Warrant  Shares  issuable  upon  conversion of the Convertible
Debenture  and  Warrants,  as  the  case  may be (including those comprising the
Escrow  Shares),  have  been  duly  authorized  and reserved for issuance.  Upon
conversion  or  exercise  in  accordance  with  the  Transaction  Documents, the
Conversion  Shares  and  the Warrant Shares, as the case may be (including those
comprising  the  Escrow  Shares),  will  be  duly  issued,  fully  paid  and
nonassessable.

                    (e)     No  Conflicts.  Except  as  disclosed  in  the  SEC
                            -------------
Documents  or  in  the Schedules, the execution, delivery and performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  will  not  (i) result in a violation of the
Certificate of Incorporation, any certificate of designations of any outstanding
series of preferred stock of the Company or the By-laws or (ii) conflict with or
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a


                                        9
<PAGE>
default)  under,  or  give  to  others  any  rights  of  termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the  Company  or any of its subsidiaries is a party, or result in a violation of
any  law,  rule,  regulation,  order,  judgment or decree (including federal and
state  securities  laws  and  regulations  and  the rules and regulations of The
National  Association  of  Securities Dealers Inc.'s OTC Bulletin Board on which
the Common Stock is quoted) applicable to the Company or any of its subsidiaries
or  by  which any property or asset of the Company or any of its subsidiaries is
bound  or  affected.  Except  as  disclosed  in  the  SEC  Documents  or  in the
Schedules,  neither the Company nor its subsidiaries is in violation of any term
of  or  in  default  under  its Certificate of Incorporation or By-laws or their
organizational  charter  or  by-laws,  respectively,  or  any material contract,
agreement,  mortgage,  indebtedness,  indenture, instrument, judgment, decree or
order  or  any  statute,  rule  or  regulation  applicable to the Company or its
subsidiaries.  The  business  of  the  Company and its subsidiaries is not being
conducted,  and  shall  not  be  conducted  in  violation  of  any material law,
ordinance,  or  regulation  of  any governmental entity.  Except as specifically
contemplated  by this Agreement and as required under the Securities Act and any
applicable  state  securities  laws,  the  Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court  or governmental agency in order for it to execute, deliver or perform any
of  its  obligations  under  or  contemplated  by this Agreement or the Investor
Registration  Rights  Agreement  in accordance with the terms hereof or thereof.
Except  as  disclosed  in  the  SEC Documents or in the Schedules, all consents,
authorizations,  orders, filings and registrations which the Company is required
to  obtain  pursuant to the preceding sentence have been obtained or effected on
or  prior  to  the date hereof.  The Company and its subsidiaries are unaware of
any  facts  or  circumstance,  which  might  give  rise to any of the foregoing.

                    (f)     SEC Documents: Financial Statements.  Since February
                            -----------------------------------
4,  2004,  the  Company  has filed all reports, schedules, forms, statements and
other  documents  required  to  be filed by it with the SEC under the Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act") (all of the foregoing
                                            ------------
filed prior to the date hereof or amended after the date hereof and all exhibits
included  therein  and  financial statements and schedules thereto and documents
incorporated  by  reference  therein,  being hereinafter referred to as the "SEC
                                                                             ---
Documents").  The  Company has delivered to the Buyer or its representatives, or
---------
made  available  through  the  SEC's  website  at  http://www.sec.gov., true and
complete  copies  of  the  SEC  Documents.  Except as otherwise set forth in the
Schedules, as of their respective dates, the financial statements of the Company
disclosed  in the SEC Documents (the "Financial Statements") complied as to form
                                      --------------------
in  all  material  respects  with  applicable  accounting  requirements  and the
published rules and regulations of the SEC with respect thereto.  Such financial
statements  have  been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be  otherwise  indicated  in  such Financial Statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes  or may be condensed or summary statements) and, fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  information provided by or on behalf of the Company to
the  Buyer  which  is  not  included  in  the  SEC Documents, including, without
limitation,  information  referred  to  in  this  Agreement, contains any untrue
statement  of  a


                                       10
<PAGE>
material fact or omits to state any material fact necessary in order to make the
statements  therein,  in  the  light  of the circumstances under which they were
made,  not  misleading.

                    (g)     10(b)-5.  Except  as  otherwise  set  forth  in  the
                            -------
Schedules,  the  SEC  Documents do not include any untrue statements of material
fact,  nor do they omit to state any material fact required to be stated therein
necessary to make the statements made, in light of the circumstances under which
they  were  made,  not  misleading.

                    (h)     Absence  of  Litigation.  Except as disclosed in the
                            -----------------------
SEC Documents or in the Schedules, there is no action, suit, proceeding, inquiry
or  investigation  before  or  by  any  court,  public board, government agency,
self-regulatory  organization  or body pending against or affecting the Company,
the  Common  Stock  or any of the Company's subsidiaries, wherein an unfavorable
decision,  ruling  or  finding  would  (i) have a material adverse effect on the
transactions  contemplated  hereby,  (ii)  adversely  affect  the  validity  or
enforceability  of,  or  the  authority or ability of the Company to perform its
obligations  under,  this Agreement or any of the documents contemplated herein,
or (iii) except as expressly disclosed in the SEC Documents or in the Schedules,
have  a  material  adverse  effect  on  the  business,  operations,  properties,
financial condition or results of operations of the Company and its subsidiaries
taken  as  a  whole.

                    (i)     Acknowledgment  Regarding  Buyer's  Purchase  of the
                            ----------------------------------------------------
Convertible  Debenture.  The  Company  acknowledges and agrees that the Buyer is
----------------------
acting  solely in the capacity of an arm's length purchaser with respect to this
Agreement  and  the  transactions  contemplated  hereby.  The  Company  further
acknowledges that the Buyer is not acting as a financial advisor or fiduciary of
the  Company (or in any similar capacity) with respect to this Agreement and the
transactions  contemplated  hereby  and  any advice given by the Buyer or any of
their respective representatives or agents in connection with this Agreement and
the  transactions  contemplated  hereby  is  merely  incidental  to such Buyer's
purchase  of  the Convertible Debenture and the Warrants, and the Warrant Shares
and  Conversion  Shares  into  which  the Convertible Debenture and Warrants are
convertible  or exercisable, as the case may be.  The Company further represents
to  the  Buyer that the Company's decision to enter into this Agreement has been
based  solely  on  the  independent  evaluation  by  the  Company  and  its
representatives.

                    (j)     No  General  Solicitation.  Neither the Company, nor
                            -------------------------
any of its affiliates, nor any person acting on its or their behalf, has engaged
in  any  form of general solicitation or general advertising (within the meaning
of  Regulation  D under the Securities Act) in connection with the offer or sale
of  the  Convertible  Debenture  and  the  Warrants,  and the Warrant Shares and
Conversion  Shares  into  which  the  Convertible  Debenture  and  Warrants  are
convertible  or  exercisable,  as  the  case  may  be.

                    (k)     No  Integrated  Offering.  Neither  the Company, nor
                            ------------------------
any  of  its  affiliates,  nor  any  person  acting  on its or their behalf has,
directly  or  indirectly,  made any offers or sales of any security or solicited
any  offers  to  buy  any  security,  under  circumstances  that  would  require
registration  of  the  Convertible  Debenture  and the Warrants, and the Warrant
Shares  and  Conversion Shares into which the Convertible Debenture and Warrants
are  convertible or exercisable, as the case may be, under the Securities Act or
cause  this  offering  of  the  Convertible  Debenture and the Warrants, and the
Warrant  Shares  and  Conversion Shares into which the


                                       11
<PAGE>
Convertible  Debenture  and Warrants are convertible or exercisable, as the case
may be, to be integrated with prior offerings by the Company for purposes of the
Securities  Act.

                    (l)     Employee  Relations.  Neither the Company nor any of
                            -------------------
its  subsidiaries  is involved in any labor dispute nor, to the knowledge of the
Company or any of its subsidiaries, is any such dispute threatened.  None of the
Company's  or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

                    (m)     Intellectual  Property  Rights.  The Company and its
                            ------------------------------
subsidiaries  own  or possess adequate rights or licenses to use all trademarks,
trade  names, service marks, service mark registrations, service names, patents,
patent  rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now conducted.  The Company and its subsidiaries do not have any
knowledge  of  any infringement by the Company or its subsidiaries of trademark,
trade  name  rights,  patents,  patent rights, copyrights, inventions, licenses,
service  names, service marks, service mark registrations, trade secret or other
similar  rights  of  others,  and,  to  the knowledge of the Company there is no
claim,  action  or proceeding being made or brought against, or to the Company's
knowledge,  being  threatened against, the Company or its subsidiaries regarding
trademark,  trade  name,  patents, patent rights, invention, copyright, license,
service  names, service marks, service mark registrations, trade secret or other
infringement;  and  the Company and its subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.

                    (n)     Environmental  Laws.
                            -------------------

                         (i)     To  the  knowledge  of the Company, each of the
Company and its subsidiaries has complied with all applicable Environmental Laws
(as  defined  below),  except  for  violations  of  Environmental  Laws  that,
individually  or  in  the  aggregate,  have  not had and would not reasonably be
expected  to  have  a material adverse effect on the assets, business, condition
(financial  or  otherwise),  results  of  operations  or future prospects of the
Company (a "Material Adverse Effect").  There is no pending or, to the knowledge
            -----------------------
of  the  Company,  threatened  civil  or  criminal litigation, written notice of
violation,  formal  administrative  proceeding,  or  investigation,  inquiry  or
information  request, relating to any Environmental Law involving the Company or
any  subsidiary,  except  for  litigation,  notices  of  violations,  formal
administrative  proceedings or investigations, inquiries or information requests
that, individually or in the aggregate, have not had and would not reasonably be
expected  to  have  a  Material Adverse Effect.  For purposes of this Agreement,
"Environmental  Law"  means  any  federal,  state or local law, statute, rule or
regulation  or the common law relating to the environment or occupational health
and safety, including without limitation any statute, regulation, administrative
decision or order pertaining to (i) treatment, storage, disposal, generation and
transportation  of  industrial,  toxic  or  hazardous materials or substances or
solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater
and  soil  contamination;  (iv)  the  release  or  threatened  release  into the
environment  of industrial, toxic or hazardous materials or substances, or solid
or  hazardous  waste,  including  without  limitation  emissions,  discharges,
injections, spills, escapes or dumping of pollutants, contaminants or chemicals;
(v)  the  protection  of  wild life, marine life and wetlands, including without
limitation  all  endangered  and  threatened


                                       12
<PAGE>
species;  (vi)  storage  tanks,  vessels,  containers,  abandoned  or  discarded
barrels,  and other closed receptacles; (vii) health and safety of employees and
other  persons;  and  (viii)  manufacturing,  processing,  using,  distributing,
treating,  storing,  disposing,  transporting or handling of materials regulated
under  any  law  as  pollutants,  contaminants,  toxic or hazardous materials or
substances  or  oil  or petroleum products or solid or hazardous waste.  As used
above, the terms "release" and "environment" shall have the meaning set forth in
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980,  as  amended  ("CERCLA").
                      ------

                         (ii)     Set  forth  in the Schedules to this Agreement
is  a  list  of  all  documents  (whether  in hard copy or electronic form) that
contain  any  environmental  reports,  investigations  and  audits  relating  to
premises  currently  or  previously  owned  or  operated  by  the  Company  or a
subsidiary  (whether conducted by or on behalf of the Company or a subsidiary or
a third party, and whether done at the initiative of the Company or a subsidiary
or  directed  by  a  third party) which were issued or conducted during the past
five years and which the Company has possession of or access to.  A complete and
accurate  copy  of  each  such  document  has  been  provided  to  the  Buyer.

                         (iii)     To  the  knowledge of the Company there is no
material  environmental  liability  with respect to any solid or hazardous waste
transporter or treatment, storage or disposal facility that has been used by the
Company  or  any  subsidiary.

                         (iv)     The  Company  and  its  subsidiaries  (i) have
received  all  permits,  licenses  or  other  approvals  required  of them under
applicable  Environmental  Laws  to conduct their respective businesses and (ii)
are  in  compliance with all terms and conditions of any such permit, license or
approval.

                    (o)     Title.  Any  real property and facilities held under
                            -----
lease  by  the  Company  and  its  subsidiaries  are  held  by them under valid,
subsisting  and  enforceable leases with such exceptions as are not material and
do  not interfere with the use made and proposed to be made of such property and
buildings  by  the  Company  and  its  subsidiaries.

                    (p)     Insurance.  The Company and each of its subsidiaries
                            ---------
are  insured  by  insurers  of  recognized financial responsibility against such
losses and risks and in such amounts as management of the Company believes to be
prudent  and  customary  in  the  businesses  in  which  the  Company  and  its
subsidiaries  are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any  such subsidiary has any reason to believe that it will not be able to renew
its  existing  insurance coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

                    (q)     Regulatory  Permits.  The  Company  and  its
                            -------------------
subsidiaries  possess  all  material  certificates,  authorizations  and permits
issued  by  the  appropriate  federal,  state  or foreign regulatory authorities
necessary  to  conduct  their respective businesses, and neither the Company nor
any  such  subsidiary  has  received  any  notice of proceedings relating to the
revocation  or  modification  of  any such certificate, authorization or permit.


                                       13
<PAGE>
                    (r)     Internal  Accounting  Controls.  Except as otherwise
                            ------------------------------
set  forth in the Schedules, the Company and each of its subsidiaries maintain a
system  of  internal  accounting  controls  sufficient  to  provide  reasonable
assurance  that  (i)  transactions  are executed in accordance with management's
general  or specific authorizations, (ii) transactions are recorded as necessary
to  permit  preparation  of  financial  statements  in conformity with generally
accepted  accounting  principles and to maintain asset accountability, and (iii)
the  recorded  amounts  for  assets  is  compared  with  the  existing assets at
reasonable  intervals  and  appropriate  action  is  taken  with  respect to any
differences.

                    (s)     No  Material  Adverse  Breaches, etc.  Except as set
                            ------------------------------------
forth  in  the SEC Documents or in the Schedules, neither the Company nor any of
its  subsidiaries  is  subject  to  any  charter,  corporate  or  other  legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
Material  Adverse  Effect.  Except  as  set forth in the SEC Documents or in the
Schedules,  neither  the Company nor any of its subsidiaries is in breach of any
contract  or  agreement which breach, in the judgment of the Company's officers,
has  or  is  expected  to  have  a  Material  Adverse  Effect.

                    (t)     Tax  Status.  Except  as  set  forth  in  the  SEC
                            -----------
Documents or in the Schedules, the Company and each of its subsidiaries has made
and  filed  all  federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject and (unless and
only  to  the extent that the Company and each of its subsidiaries has set aside
on  its  books  provisions reasonably adequate for the payment of all unpaid and
unreported  taxes)  has  paid  all  taxes and other governmental assessments and
charges  that  are  material  in  amount,  shown or determined to be due on such
returns,  reports  and  declarations, except those being contested in good faith
and  has set aside on its books provision reasonably adequate for the payment of
all  taxes  for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material amount claimed
to  be  due by the taxing authority of any jurisdiction, and the officers of the
Company  know  of  no  basis  for  any  such  claim.

                    (u)     Certain  Transactions.  Except  as  set forth in the
                            ---------------------
SEC  Documents  or  in  the  Schedules, and except for arm's length transactions
pursuant  to which the Company makes payments in the ordinary course of business
upon  terms  no  less favorable than the Company could obtain from third parties
and  other  than the grant of stock options disclosed in the SEC Documents, none
of  the officers, directors, or employees of the Company is presently a party to
any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing
for  the  furnishing  of  services  to  or  by,  providing for rental of real or
personal  property  to  or  from, or otherwise requiring payments to or from any
officer,  director  or  such  employee  or, to the knowledge of the Company, any
corporation,  partnership, trust or other entity in which any officer, director,
or  any  such  employee  has  a substantial interest or is an officer, director,
trustee  or  partner.

                    (v)     Fees  and  Rights  of First Refusal.  The Company is
                            -----------------------------------
not  obligated  to  offer  the  securities offered hereunder on a right of first
refusal  basis  or otherwise to any third parties including, but not limited to,
current  or former stockholders of the Company, underwriters, brokers, agents or
other  third  parties.


                                       14
<PAGE>
                    (w)     Reliance.  The  Company  acknowledges that the Buyer
                            --------
is  relying  on the representations and warranties made by the Company hereunder
and  that  such  representations and warranties are a material inducement to the
Buyer  purchasing  the  Convertible Debenture and Warrants.  The Company further
acknowledges  that  without  such  representations and warranties of the Company
made  hereunder,  the  Buyer  would  not  enter  into  this  Agreement.

                    (x)     Sarbanes-Oxley.  The  Company  is in compliance with
                            --------------
the  applicable  requirements of the Sarbanes-Oxley Act of 2002, as amended, and
the  rules  and  regulations  thereunder,  that  are  currently in effect and is
actively  taking  steps  to  ensure  that  it  will  be in compliance with other
applicable provisions of such Act not currently in effect at all times after the
effectiveness  of such provisions except where such noncompliance would not have
or  reasonably be expected to result in a Material Adverse Effect or which would
be  reasonably  likely  to  have  a  material adverse effect on the transactions
contemplated  hereby  or  by  the  Investor  Registration  Rights  Agreement.

                    (y)     Registration  Form.  The  Company  meets  the
                            ------------------
requirements  for the use of Form SB-2 for the registration of the resale of the
Conversion  Shares, the Escrow Shares and Warrant Shares, as the case may be, by
the  Buyer to the extent required by the Investor Registration Rights Agreement.

                    (z)     Non-Public  Information.  The  Company confirms that
                            ------------------------
neither  it  nor  any  person acting on its behalf has provided the Buyer or its
agents  or  counsel  with  any information that the Company believes constitutes
material,  non-public information. The Company understands and confirms that the
Buyer  will  rely  on  the foregoing representation in effecting transactions in
securities  of  the  Company.

                    (aa)     Anti-Takeover Provision.  The Company and its Board
                             -----------------------
of  Directors  have  taken  all  necessary  action,  if  any, in order to render
inapplicable  any  control  share acquisition, business combination, poison pill
(including  any  distribution  under  a  rights  agreement)  or  other  similar
anti-takeover  provision  under  the  Company's Certificate of Incorporation (or
similar charter documents) or the laws of its jurisdiction of incorporation that
is  or  could  become  applicable  to the Buyer as a result of the Buyer and the
Company  fulfilling  their  obligations  or  exercising  their rights under this
Agreement,  including  without  limitation  the  Company's  issuance  of  the
Convertible  Debenture,  Warrants,  Warrant Shares and Conversion Shares, as the
case  may  be,  and  the  Buyer's  ownership  thereof.

          4.     COVENANTS.
                 ---------

          (a)     Reasonable Best Efforts. Each party shall use its commercially
                  -----------------------
reasonable best efforts timely to satisfy each of the conditions to be satisfied
by  it  as  provided  in  Sections  7  and  8  of  this  Agreement.

          (b)     Form  D.  The  Company agrees to file a Form D with respect to
                  -------
the  Convertible  Debenture,  Warrants,  Warrant Shares and Conversion Shares as
required  under Regulation D and to provide a copy thereof to the Buyer promptly
after  such  filing.  The  Company  shall, on or before the Closing Date (or the
Second Closing Date as the context so requires), take such action as the Company
shall  reasonably  determine  is  necessary  to  qualify  the


                                       15
<PAGE>
Convertible  Debenture,  Warrants,  the Warrant Shares and Conversion Shares, or
obtain  an exemption for the Convertible Debenture, Warrants, the Warrant Shares
and  Conversion Shares, as the case may be, for sale to the Buyer at the Closing
(or  the  Second  Closing as the context so requires) pursuant to this Agreement
under  applicable  securities  or  "Blue  Sky"  laws of the states of the United
States,  and  shall provide evidence of any such action so taken to the Buyer on
or  prior  to  the  Closing  Date  (or the Second Closing Date as the context so
requires).

          (c)     Reporting  Status.  Until  the  earlier  of (i) the date as of
                  -----------------
which the Buyer may sell all of the Warrants, the Warrant Shares, and Conversion
Shares,  as  the  case  may  be,  without  restriction  pursuant  to Rule 144(k)
promulgated under the Securities Act (or successor thereto), or (ii) the date on
which  (A)  the  Buyer  shall have sold all the Warrants, the Warrant Shares and
Conversion  Shares,  as  the  case  may be, and (B) no amount of the Convertible
Debenture  is outstanding (the "Registration Period"), the Company shall file in
                                -------------------
a  timely  manner  all reports required to be filed with the SEC pursuant to the
Exchange  Act  and  the regulations of the SEC thereunder, and the Company shall
not  terminate  its  status  as  an  issuer  required  to file reports under the
Exchange  Act  even  if the Exchange Act or the rules and regulations thereunder
would  otherwise  permit  such  termination.

          (d)     Use  of Proceeds.  The Company shall use the proceeds from the
                  ----------------
sale of the Convertible Debenture and Warrants for general corporate and working
capital  purposes (including the funding of acquisitions), but in no event shall
the  Company  use  the  proceeds  to  repay any indebtedness owed to any Company
insiders.

          (e)     Reservation  of  Shares.  The  Company  shall  take all action
                  -----------------------
reasonably  necessary  to  at  all  times  have authorized, and reserved for the
purpose  of  issuance, that number of shares of Common Stock equal to a multiple
of  five  (5)  times  the  number  of  shares  of  Common  Stock  into which the
Convertible Debenture is from time to time convertible at the Default Conversion
Price (as defined in the Convertible Debenture) unless a change in such multiple
is  agreed  to  in  writing  by  the  Buyer and the Company.  If at any time the
Company does not have available such number of authorized and unissued shares of
Common  Stock as shall from time to time be sufficient to effect the issuance of
all  of  (i)  the  Conversion  Shares,  (including  those  comprising the Escrow
Shares),  upon  the conversion of the entire principal amount of the Convertible
Debenture  and  (ii)  Warrant  Shares upon exercise of the Warrants, the Company
shall  call  and  hold  a special meeting of the stockholders within one hundred
twenty  (120)  days  of  such occurrence, for the sole purpose of increasing the
number  of  shares  authorized.  The Company's management shall recommend to the
stockholders to vote in favor of increasing the number of shares of Common Stock
authorized.  Subject  to  any  restrictions  under  the  proxy  rules  under the
Exchange  Act,  management  shall  also  vote  all  of  its  shares  in favor of
increasing the number of authorized shares of Common Stock.  Notwithstanding the
foregoing,  the  Company's  obligations  under  this Section 4(e) (other than an
obligation to keep reserved for issuance the Warrant Shares upon exercise of the
Warrants) shall terminate and be of no further force and effect in the event the
Convertible  Debenture  is  redeemed  by  the  Company.

               (f)     Listings  or Quotation.  The Company shall promptly after
                       ----------------------
the  Closing  (and  the  Second  Closing  as the context so requires) secure the
listing  or  quotation  of  the  Conversion Shares and the Warrant Shares upon a
national  securities  exchange,  automated


                                       16
<PAGE>
quotation  system  or  The  National  Association  of  Securities Dealers Inc.'s
Over-The-Counter  Bulletin  Board  ("OTCBB") or other market, if any, upon which
                                     -----
shares  of Common Stock are then listed or quoted (subject to official notice of
issuance) and shall use its commercially reasonable best efforts to maintain, so
long as any other shares of Common Stock shall be so listed, such listing of the
Conversion  Shares  and  Warrant  Shares.  The Company shall maintain the Common
Stock's  authorization  for  quotation  on  the  OTCBB.  It shall be an event of
default  hereunder  if  the Company fails to strictly comply with its obligation
under  this  Section  4(f).

               (g)     Fees  and  Expenses.  (i)  Prior  to the date hereof, the
                       -------------------
Company has paid an aggregate of Ten Thousand Dollars ($10,000) in legal fees to
the  Buyer  in  connection with this transaction and shall pay Fourteen Thousand
Nine  Hundred  Seventy-Five Dollars ($14,975) at the First Closing.  The Company
shall  bear  all  of its own legal and professional fees and expenses, including
but  not  limited  to  those  associated  with  the  filing  of any registration
statement  to  the  extent  required  under  the  Investor  Registration  Rights
Agreement.  Each  of  the Company and the Buyer shall pay all costs and expenses
incurred  by  such  party  in  connection  with  the negotiation, investigation,
preparation,  execution  and delivery of the Transaction Documents.  The Company
shall  also  pay Yorkville Advisors Management, LLC a fee equal to seven percent
(7%)  of the Purchase Price which shall be deducted from the monies deposited in
Escrow  by  the  Buyer  at the Closing (and the Second Closing as the context so
requires).

               (ii)     The  Company  has  paid a due diligence fee to Yorkville
Advisors  Management,  LLC  ("YAM")  of  $5,000 and shall pay a structure fee of
                              ---
$5,000  to  YAM  at  the  First  Closing.

               (h)     Warrants.  The  Company  shall  issue the Warrants to the
                       --------
Buyer  at  the  Closing  (and at the Second Closing as the context so requires).
The  Warrant  Shares  shall  have  such  registration rights as set forth in the
Investor  Registration  Rights  Agreement.

               (i)     Registration  Statement.  The  Company  shall  be  solely
                       -----------------------
responsible  for the contents of any registration statement, prospectus or other
filing  made  with  the  SEC  or otherwise used in the offering of the Company's
securities  (except as such disclosure relates solely to the Buyer and then only
to  the  extent  that  such  disclosure  conforms  with information furnished in
writing  by  the  Buyer  to  the Company), even if the Buyer or its agents as an
accommodation  to  the  Company participate or assist in the preparation of such
registration  statement,  prospectus  or  other  SEC  filing.  The Company shall
retain  its  own  legal  counsel to review, edit, confirm and do all things such
counsel  deems necessary or desirable to such registration statement, prospectus
or  other  SEC  filing to ensure that it does not contain an untrue statement or
alleged  untrue statement of material fact or omit or alleged to omit a material
fact  necessary  to  make  the  statements  made  therein,  in  light  of  the
circumstances  under  which  the  statements  were  made,  not  misleading.

               (j)     Corporate  Existence.  So  long as any of the Convertible
                       --------------------
Debenture  remains  outstanding,  the  Company  shall not directly or indirectly
consummate  any  merger,  reorganization,  restructuring,  reverse  stock  split
consolidation,  sale  of all or substantially all of the Company's assets or any
similar  transaction  or  related  transactions  (each  such  transaction,  an
"Organizational  Change") unless, prior to the consummation of an Organizational
 ----------------------
Change,  the  Company  obtains  the  written consent of each Buyer.  In any such
case,  the  Company  will  make

                                       17
<PAGE>
appropriate  provision  with  respect  to  such holders' rights and interests to
insure that the provisions of this Section 4(j) will thereafter be applicable to
the  Convertible  Debenture.

               (k)     Transactions  With  Affiliates.  So  long  as  any of the
                       ------------------------------
Convertible  Debenture  remains  outstanding,  the  Company shall not, and shall
cause  each of its subsidiaries not to, enter into, amend, modify or supplement,
or  permit  any  subsidiary  to  enter  into,  amend,  modify  or supplement any
agreement,  transaction,  commitment,  or  arrangement  with  any  of its or any
subsidiary's  officers,  directors, person who were officers or directors at any
time  during  the previous two (2) years, stockholders who beneficially own five
percent  (5%)  or  more of the Common Stock, or Affiliates (as defined below) or
with  any  individual  related  by  blood,  marriage,  or  adoption  to any such
individual or with any entity in which any such entity or individual owns a five
percent  (5%)  or  more beneficial interest (each a "Related Party"), except for
                                                     -------------
(a)  customary employment arrangements and benefit programs on reasonable terms,
(b)  any  investment  in  an  Affiliate  of  the  Company,  (c)  any  agreement,
transaction, commitment, or arrangement on an arms-length basis on terms no less
favorable  than  terms which would have been obtainable from a person other than
such  Related  Party,  (d) any agreement transaction, commitment, or arrangement
which  is  approved  by a majority of the disinterested directors of the Company
and  for  purposes hereof, any director who is also an officer of the Company or
any subsidiary of the Company shall not be a disinterested director with respect
to any such agreement, transaction, commitment, or arrangement.  "Affiliate" for
                                                                  ---------
purposes  hereof  means, with respect to any person or entity, another person or
entity  that, directly or indirectly, (i) has a ten percent (10%) or more equity
interest  in  that  person  or entity, (ii) has ten percent (10%) or more common
ownership  with  that person or entity, (iii) controls that person or entity, or
(iv)  shares common control with that person or entity.  "Control" or "controls"
                                                          -------      --------
for  purposes  hereof  means  that  a  person or entity has the power, direct or
indirect,  to  conduct  or  govern  the  policies  of  another person or entity.

               (l)     Transfer  Agent.  The  Company covenants and agrees that,
                       ---------------
in  the  event  that  the  Company's agency relationship with the transfer agent
should be terminated for any reason prior to a date which is two (2) years after
the Closing Date, the Company shall immediately appoint a new transfer agent and
shall  require  that the new transfer agent execute and agree to be bound by the
terms  of  the  Irrevocable  Transfer  Agent  Instructions  (as defined herein).

               (m)     Restriction  on Issuance of the Capital Stock. So long as
                       ---------------------------------------------
any  of  the  Convertible  Debenture remains outstanding, the Company shall not,
without  the  prior  written  consent  of  the  Buyer,  (i)  except for proposed
issuances  disclosed  in  Schedule 3(c), issue or sell shares of Common Stock or
Preferred Stock without consideration or for a consideration per share less than
the  Closing  Bid  Price of the Common Stock determined immediately prior to its
issuance,  (ii)  except for proposed issuances disclosed in Schedule 3(c), issue
any  warrant,  option,  right,  contract,  call,  or  other  security instrument
granting  the  holder  thereof,  the  right  to  acquire  Common  Stock  without
consideration  or  for  a  consideration less than such Common Stock's Bid Price
value  determined  immediately  prior  to  its  issuance,  (iii)  except for the
Security  Agreement  (relating  to  a  $3,500,000 note), dated November 1, 2005,
among  the  Company,  Viasys  Network Services Inc.("VNS"), Viasys Services Inc.
                                                     ---
("VSI")  and  New  Viasys  Holdings,  LLC  ("NVH")  and  the additional Security
  ---                                        ---
Agreement  (relating  to  a  $6,572,103 note), dated November 1, 2005, among the
Company,  VNS,  VSI  and  NVH,  enter  into any security instrument granting the
holder


                                       18
<PAGE>
a  security  interest  in  any  and  all  assets of the Company or (iv) file any
registration statement on Form S-8.  "Closing Bid Price" on any day shall be the
closing bid price for a share of Common Stock on such date on the OTCBB (or such
other  exchange,  market,  or  other system that the Common Stock is then traded
on),  as  reported  on  Bloomberg,  L.P.  (or  similar  organization  or  agency
succeeding  to  its  functions  of  reporting  prices).

               (n)     Resales  Absent  Effective  Registration  Statement.  The
                       ---------------------------------------------------
Buyer  understands  and  acknowledges that (i) this Agreement and the agreements
contemplated  hereby  may  require  the  Company to issue and deliver Conversion
Shares  (including  those comprising the Escrow Shares) or Warrant Shares to the
Buyer  with  legend  restricting their transferability under the Securities Act,
and  (ii)  it  is  aware that resales of such Conversion Shares (including those
comprising  the  Escrow Shares) or Warrant Shares may not be made unless, at the
time  of  resale,  there  is  an  effective  registration  statement  under  the
Securities  Act  covering such Buyer's resale(s) or an applicable exemption from
registration.

               (o)     Legend.  Certificates  evidencing  the Warrant Shares and
                       ------
Conversion  Shares  shall not contain any legend (including the legend set forth
above),  (A) while a registration statement covering the resale of such security
is  effective  under  the  Securities  Act  (provided, however, that the Buyer's
prospectus  delivery  requirements  under  the  Securities  Act  will  remain
applicable),  or (B) following any sale of such Warrant Shares and/or Conversion
Shares  pursuant  to  Rule  144, or (C) if such Warrant Shares and/or Conversion
Shares  are  eligible  for  sale under Rule 144(k), or (D) if such legend is not
required under applicable requirements of the Securities Act (including judicial
interpretations  and pronouncements issued by the Staff of the SEC).  Subject to
the  foregoing,  upon  written request of the Buyer to have such legend removed,
the  Company  shall  cause its counsel to issue a legal opinion to the Company's
transfer  agent  promptly after the effective date of any registration statement
(the "Effective Date") if required by the Company's transfer agent to effect the
removal of the legend hereunder. The Company agrees that following the Effective
Date  or  at  such  time as such legend is no longer required under this Section
4(o),  it  will,  no later than three trading days following the delivery by the
Buyer  to  the  Company  or  the  Company's  transfer  agent  of  a  certificate
representing  Warrant  Shares and/or Conversion Shares issued with a restrictive
legend,  deliver  or  cause  to  be  delivered  to  such  Buyer  a  certificate
representing  such Warrant Shares and/or Conversion Shares that is free from all
restrictive  and  other  legends.  The  Company may not make any notation on its
records  or  give  instructions  to  any  transfer  agent  of  the  Company that
enlarge(s)  the  restrictions  on  transfer  set  forth  herein.

               (p)     Pledge.  The  Company  acknowledges  and  agrees that the
                       ------
Buyer may from time to time pledge pursuant to a bona fide margin agreement with
a  registered  broker-dealer  or grant a security interest in some or all of the
Convertible  Debenture,  Warrants,  Warrant Shares and/or Conversion Shares to a
financial institution that is an "accredited investor" as defined in Rule 501(a)
under  the  Securities Act and, if required under the terms of such arrangement,
the  Buyer  may  transfer  pledged  or  secured Convertible Debenture, Warrants,
Warrant  Shares  and/or  Conversion  Shares  to the pledgees or secured parties.
Such  a  pledge  or  transfer  would  not  be subject to approval of the Company
provided  that  the  Company may require a legal opinion of legal counsel to the
Buyer  in  connection  therewith.  Further,  no notice shall be required of such
pledge.  At  the  Buyer's  expense,  the  Company  will execute and deliver such
reasonable documentation as a pledgee or secured party of Convertible Debenture,


                                       19
<PAGE>
Warrants,  Warrant Shares, Escrow Shares and/or Conversion Shares may reasonably
request  in  connection  with a pledge or transfer of the Convertible Debenture,
Warrants, Warrant Shares and/or Conversion Shares, including the preparation and
filing  of  any  required  prospectus  supplement  under  Rule  424(b)(3) of the
Securities  Act  or  other  applicable  provision  of  the  Securities  Act  to
appropriately  amend  the  list  of  selling  stockholders  thereunder.

               (q)     Removal  of  Legend.  In  addition  to  the Buyer's other
                       -------------------
available  remedies  and  provided that the conditions permitting the removal of
legend specified in Section 4(o) are met, the Company shall pay to the Buyer, in
cash,  as  partial  liquidated  damages and not as a penalty, for each $1,000 of
Warrant  Shares  and/or  Conversion  Shares  (based  on the closing price of the
Common  Stock  on  the  date  such  Warrant  Shares and/or Conversion Shares are
submitted  to  the  Company's transfer agent), $5 per trading day (increasing to
$10  per  trading  day  five  (5)  trading days after such damages have begun to
accrue)  for  each  trading  day  after  the seventh (7th) trading day following
delivery  by  the  Buyer  to  the  Company  or the Company's transfer agent of a
certificate  representing  Warrant Shares and/or Conversion Shares issued with a
restrictive  legend,  until such certificate is delivered to the Buyer with such
legend  removed.  Nothing  herein shall limit the Buyer's right to pursue actual
damages  for  the  failure  of  the  Company  and  its transfer agent to deliver
certificates  representing  any  securities  as  required  hereby  or  by  the
Irrevocable  Transfer  Agent Instructions, and the Buyer shall have the right to
pursue  all  remedies  available  to  it at law or in equity, including, without
limitation,  a  decree  of  specific  performance  and/or  injunctive  relief.

               (r)     Press  Release.  In  addition to any and all other public
                       --------------
statements or disclosures made by the Company in its sole discretion (subject to
the  last  sentence of this Section 4(r), the Company will issue a press release
and  file a Current Report on Form 8-K with the SEC regarding the Closing of the
purchase  and  sale  of  the Convertible Debenture and Warrants on or before (4)
business  days  after the date of the Closing (and Second Closing as the context
so  requires).  Notwithstanding  the  foregoing,  the Company shall not publicly
disclose the names of the Buyer, or include the names of the Buyer in any filing
with  the  SEC,  without  the  prior written consent of the Buyer, except (i) as
required  by  federal  securities  law and (ii) to the extent such disclosure is
required  by  law  or  regulations,  in which case the Company shall provide the
Buyer  with  prior  notice  of  such disclosure permitted under subclause (i) or
(ii).  Furthermore,  the  Company  covenants  and agrees that neither it nor any
other  person  acting  on  its  behalf  will  provide the Buyer or its agents or
counsel  with  any  information  that  the Company believes constitutes material
non-public  information,  unless  prior  thereto the Buyer shall have executed a
written agreement regarding the confidentiality and use of such information. The
Company  understands  and  confirms  that  the  Buyer  shall  be  relying on the
foregoing  representations  in  effecting  transactions  in  securities  of  the
Company.

               (s)     Stock  Splits,  Etc.  The  provisions  of  this Agreement
                       --------------------
shall  be  appropriately  adjusted  to  reflect  any stock split, stock divided,
reverse  stock  split,  reorganization or other similar event effected after the
date  hereof.

               (t)     No  Short  Position.  Each  of  the  Buyer and any of its
                       -------------------
Affiliates do not have an open short position in the Common Stock, and the Buyer
agrees that it will not, and that it will cause its Affiliates not to, engage in
any  short  sales  of,  or  hedging  transactions  with


                                       20
<PAGE>
respect  to  the  Common  Stock  until  the  earlier  to  occur of (i) the fifth
anniversary  of  the  Closing Date and (ii) the Buyer no longer owns a principal
balance  of  the  Convertible  Debenture.


          5.     TRANSFER  AGENT  INSTRUCTIONS.
                 -----------------------------

     The  Company shall issue the Irrevocable Transfer Agent Instructions to its
transfer  agent  irrevocably  appointing Gottbetter & Partners, LLP as its agent
for  purpose  of having certificates issued, registered in the name of the Buyer
or  its  respective  nominee(s),  for  the  Conversion  Shares representing such
amounts  of Convertible Debenture as specified from time to time by the Buyer to
the  Company  upon  conversion  of  the Convertible Debenture, for interest owed
pursuant  to  the  Convertible Debenture, and for any and all Liquidated Damages
(as  this  term  is  defined  in  the  Investor  Registration Rights Agreement).
Gottbetter & Partners, LLP shall be paid a cash fee of One Hundred Fifty Dollars
($150) by the Buyer or their assigns for every occasion they act pursuant to the
Irrevocable  Transfer  Agent Instructions.  For so long as any of the Conversion
Debenture  remains  outstanding, the Company shall not change its transfer agent
without  the  express written consent of the Buyer, which may be withheld by the
Buyer in its sole discretion, and any successor transfer agent shall be required
to  execute  the Irrevocable Transfer Agent Instructions.  Prior to registration
of  the  Conversion  Shares,  if  applicable, under the Securities Act, all such
certificates shall bear the restrictive legend specified in Section 2(g) of this
Agreement.  The  Company warrants that no instruction other than the Irrevocable
Transfer  Agent  Instructions  referred  to in this Section 5, and stop transfer
instructions  to  give  effect  to  Section  2(g)  hereof  (in  the  case of the
Conversion Shares prior to registration of such shares under the Securities Act)
will  be  given  by  the  Company  to its transfer agent and that the Conversion
Shares  shall  otherwise  be freely transferable on the books and records of the
Company  as  and  to  the  extent  provided  in  this Agreement and the Investor
Registration  Rights  Agreement.  Nothing  in this Section 5 shall affect in any
way  the  Buyer's  obligations  and  agreement  to  comply  with  all applicable
securities  laws  upon  resale  of Conversion Shares.  If the Buyer provides the
Company  with  an opinion of counsel, in form, scope and substance customary for
opinions  of  counsel in comparable transactions to the effect that registration
of  a  resale by the Buyer of any of the Conversion Shares is not required under
the Securities Act, and absent manifest error in such opinion, the Company shall
within  five  (5) business days instruct its transfer agent to issue one or more
certificates  in  such name and in such denominations as specified by the Buyer.
The  Company  acknowledges that a breach by it of its obligations hereunder will
cause  irreparable  harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby.  Accordingly, the Company acknowledges that the
remedy  at  law  for  a  breach  of its obligations under this Section 5 will be
inadequate  and  agrees,  in  the  event of a breach or threatened breach by the
Company  of  the provisions of this Section 5, that the Buyer shall be entitled,
in  addition  to  all other available remedies, to an injunction restraining any
breach  and  requiring immediate issuance and transfer, without the necessity of
showing  economic  loss  and  without any bond or other security being required.

          6.     THE  ESCROW  SHARES;  LIMITATION  ON  CONVERSION.
                 ------------------------------------------------

          (a)     Share  Denominations.  The  Escrow Agent shall retain and hold
                  --------------------
the  Escrow  Shares  which  shall  be  held in accordance with the terms of this
Agreement  and  the  Escrow


                                       21
<PAGE>
Shares  Escrow Agreement.  The Escrow Shares shall be in the share denominations
specified  in  Schedule  II  hereto,  registered  in  the  name  of  the  Buyer.

          (b)     Conversion  Notice.  EXHIBIT F attached hereto and made a part
                  -------------------  ---------
hereof  sets  forth  the  procedures  with  respect  to  the  conversion  of the
Convertible  Debentures, including the forms of Conversion Notice to be provided
upon conversion, instructions as to the procedures for conversion and such other
information  and instructions as may be reasonably necessary to enable the Buyer
or  its permitted transferee(s) to exercise the right of conversion smoothly and
expeditiously.  Said  Exhibit  F  also sets forth the procedures with respect to
the  exercise  of  the  Warrants,  the  Company's  redemption of the Convertible
Debenture  and  the  release  of  the  Escrow  Shares by the Escrow Agent to the
Company  in  connection  therewith.

          (c)     From  and  after the Closing Date, the Company agrees that, at
any  time  the  conversion  price  of the Convertible Debenture is such that the
number  of  Escrow  Shares  for  the Convertible Debenture is less than five (5)
times  the number of shares of Common Stock that would be needed to satisfy full
conversion  of  such  Convertible  Debenture  then  outstanding,  given the then
current  conversion price (the "Full Conversion Shares"), upon five (5) business
                                ----------------------
days  written  notice  of  such circumstance to the Company by the Buyer and the
Escrow  Agent, the Company shall issue additional share certificates in the name
of  the  Buyer  and/or  its assigns in denominations specified by the Buyer, and
deliver same to the Escrow Agent, such that the new number of Escrow Shares with
respect  to  the  Convertible  Debentures  is  equal  to five (5) times the Full
Conversion  Shares.

          (d)     Buyer's  Ownership of Common Stock.  In addition to and not in
                  ----------------------------------
lieu  of  the  limitations on conversion set forth in the Convertible Debenture,
the  conversion rights of the Buyer set forth in the Convertible Debenture shall
be  limited, solely to the extent required, from time to time, such that, unless
the  Buyer gives written notice 65 days in advance to the Company of the Buyer's
intention to exceed the Limitation on Conversion as defined herein, with respect
to  all or a specified amount of the Convertible Debenture and the corresponding
number  of  the  Conversion  Shares  in no instance shall the Buyer (singularly,
together  with  any Persons who in the determination of the Buyer, together with
the  Buyer,  constitute a group as defined in Rule 13d-5 of the Exchange Act) be
entitled  to  convert  the  Convertible  Debenture to the extent such conversion
would  result  in  the  Buyer  beneficially  owning four point nine nine percent
(4.99%)  of  the  outstanding  shares of Common Stock of the Company.  For these
purposes,  beneficial  ownership  shall  be defined and calculated in accordance
with  Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein
referred  to  as  the  "Limitation  on Conversion"); provided, however, that the
                        -------------------------    --------  -------
Limitation  on  Conversion shall not apply to any forced or automatic conversion
pursuant  to  this Agreement or the Convertible Debenture; and provided, further
                                                               --------  -------
that  if  the  Company shall have breached any of the Transaction Documents, the
provisions of this Section 6(d) shall be null and void from and after such date.
The  Company shall, promptly upon its receipt of a Conversion Notice tendered by
the  Buyer  (or its sole designee) for the Convertible Debenture, as applicable,
notify  the Buyer by telephone and by facsimile (the "Limitation Notice") of the
                                                      -----------------
number  of  shares  of  Common  Stock outstanding on such date and the number of
Conversion  Shares,  which would be issuable to the Buyer (or its sole designee,
as  the  case may be) if the conversion requested in such Conversion Notice were
effected  in  full  and  the number of shares of Common Stock outstanding giving
full  effect  to  such  conversion whereupon, in accordance with the Convertible
Debenture,  notwithstanding  anything  to  the  contrary  set  forth  in


                                       22
<PAGE>
the  Convertible  Debenture,  the Buyer may, by notice to the Company within one
(1)  business  day  of its receipt of the Limitation Notice by facsimile, revoke
such  conversion  to  the extent (in whole or in part) that the Buyer determines
that  such  conversion  would  result in the ownership by the Buyer of shares of
Common  Stock  in excess of the Limitation on Conversion.  The Limitation Notice
shall  begin  the  65  day  advance  notice  required  in  this  Section  6(d).

          (e)     Attorney's  fees.  The  Company  shall  pay  all  reasonable
                  ----------------
attorney's  fees  of the Buyer and Escrow Agent related to the redemption of the
Convertible  Debenture  but  in  no  event  shall  such  fees  exceed  $2,000.

          7.     CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  SELL
                 ----------------------------------------------------

          (a)     First  Closing.  The  obligation  of  the Company hereunder to
                  --------------
issue  and  sell  the  First Convertible Debenture and the First Warrants to the
Buyer  at  the  Closing is subject to the satisfaction, at or before the Closing
Date,  of  each  of the following conditions, provided that these conditions are
for  the  Company's sole benefit and may be waived by the Company at any time in
its  sole  discretion:

                    (i)     The  Buyer  shall  have  executed  the  Transaction
Documents  and  delivered  them  to  the  Company.

                    (ii)     The  Buyer shall have delivered to the Escrow Agent
the  First  Purchase  Price  for  the  First Convertible Debenture and the First
Warrants  and  the  Escrow  Agent  shall  have delivered the net proceeds to the
Company  by  wire  transfer  of immediately available U.S. funds pursuant to the
wire  instructions  provided  by  the  Company.

                    (iii)     The  representations  and  warranties of the Buyer
shall  be true and correct in all material respects as of the date when made and
as  of  the Closing Date as though made at that time (except for representations
and  warranties  that  speak  as  of  a specific date), and the Buyer shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied with by the Buyer at or prior to the Closing Date.  If requested by
the  Company,  the  Company  shall  have  received a certificate, executed by an
executive  officer  of the Buyer, dated as of the Closing Date, to the foregoing
effect  and  as  to  such  other  matters  as may be reasonably requested by the
Company.

                    (iv)     The  Company  shall  have  filed a form UCC -1 with
regard  to  the  Pledged  Property  and  Pledged  Collateral  as detailed in the
Security  Agreement  dated  the date hereof and provided proof of such filing to
the  Buyer.

                    (v)     The  Company  shall have executed a definitive stock
purchase  agreement  with  Viasys,  Inc.

          (b)     Second  Closing.  Unless  otherwise  consummated  at the First
                  ---------------
Closing  (which,  in  that  event,  the  following conditions precedent shall be
satisfied  in  connection  with the First Closing) the obligation of the Company
hereunder  to  issue  and  sell  the Second Convertible Debenture and the Second
Warrants  to  the  Buyer  at  the  Second  Closing  is  subject  to  the


                                       23
<PAGE>
satisfaction,  at  or  before  the Second Closing Date, of each of the following
conditions,  provided  that  these conditions are for the Company's sole benefit
and  may  be  waived  by  the  Company  at  any  time  in  its  sole discretion:

                    (i)     The Buyer shall have executed appropriate amendments
to the Other Transaction Documents providing for the inclusion thereunder of the
Second  Convertible Debenture, Second Warrants and Second Warrant Shares, as the
case  may  be,  and  delivered  them  to  the  Company.

                    (ii)     The  Buyer shall have delivered to the Escrow Agent
the  Second  Purchase  Price for the Second Convertible Debenture and the Second
Warrants  and  the  Escrow  Agent  shall  have delivered the net proceeds to the
Company  by  wire  transfer  of immediately available U.S. funds pursuant to the
wire  instructions  provided  by  the  Company.

                    (iii)     The  representations  and  warranties of the Buyer
shall  be true and correct in all material respects as of the date when made and
as  of  the  Second  Closing  Date  as  though  made  at  that  time (except for
representations  and warranties that speak as of a specific date), and the Buyer
shall  have  performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied  or complied with by the Buyer at or prior to the Second Closing Date.
If  requested  by  the  Company,  the Company shall have received a certificate,
executed  by  an  executive officer of the Buyer, dated as of the Second Closing
Date,  to the foregoing effect and as to such other matters as may be reasonably
requested  by  the  Company.

          8.     CONDITIONS  TO  THE  BUYER'S  OBLIGATION  TO  PURCHASE.
                 ------------------------------------------------------

          (a)     First  Closing.  The  obligation  of  the  Buyer  hereunder to
                  --------------
purchase  the  First Convertible Debenture and the First Warrants at the Closing
is  subject  to  the satisfaction, at or before the Closing Date, of each of the
following  conditions,  provided  that these conditions are for the Buyer's sole
benefit  and  may  be  waived  by  the Buyer at any time in its sole discretion:

                    (i)     The  Company  shall  have  executed  the Transaction
Documents  and  delivered  the  same  to  the  Buyer.

                    (ii)     The  Common Stock shall be authorized for quotation
on  the OTCBB, trading in the Common Stock shall not have been suspended for any
reason,  and all the Conversion Shares issuable upon the conversion of the First
Convertible  Debenture  shall  have  been  approved  by  the  OTCBB.

                    (iii)     The  representations and warranties of the Company
shall  be  true  and correct in all material respects (except to the extent that
any  of  such  representations  and  warranties  is  already  qualified  as  to
materiality  in  Section  3  above,  in  which  case,  such  representations and
warranties  shall  be  true and correct without further qualification) as of the
date  when  made  and as of the Closing Date as though made at that time (except
for  representations  and  warranties  that speak as of a specific date) and the
Company  shall  have  performed, satisfied and complied in all material respects
with  the  covenants, agreements and conditions required by this Agreement to be
performed,  satisfied  or  complied  with  by  the


                                       24
<PAGE>
Company  at  or prior to the Closing Date.  If requested by the Buyer, the Buyer
shall  have  received  a  certificate, executed by the President of the Company,
dated  as  of  the  Closing  Date,  to the foregoing effect and as to such other
matters  as  may  be  reasonably  requested  by  the  Buyer  including,  without
limitation  an  update  as  of  the  Closing  Date  regarding the representation
contained  in  Section  3(c)  above.

                    (iv)     The  Company  shall  have executed and delivered to
the  Buyer  the  First  Convertible  Debenture  and  the  First  Warrants.

                    (v)     The  Buyer shall have received an opinion of counsel
in  a  form  satisfactory  to  the  Buyer.

                    (vi)     The  Company  shall  have  provided  to the Buyer a
certificate of good standing from the Secretary of State from the state in which
the  Company  is  incorporated.

                    (vii)     The  Company  shall  have  delivered to the Escrow
Agent  the  Escrow  Shares.

                    (viii)     The  Company  shall have provided to the Buyer an
acknowledgement,  to the satisfaction of the Buyer, from the Company's certified
public accountant as to its ability to provide all consents required in order to
file  a  registration  statement  in  connection  with  this  transaction.

                    (ix)     The  Company  shall  have  reserved  out  of  its
authorized  and  unissued  Common Stock, solely for the purpose of effecting the
conversion of the First Convertible Debenture, shares of Common Stock sufficient
to  effect  the  conversion  of  all  of  such  First  Convertible  Debenture.

                    (x)     The  Irrevocable  Transfer  Agent Instructions shall
have  been  delivered  to  and acknowledged in writing by the Company's transfer
agent.

          (b)     Second  Closing.  Unless  otherwise  consummated  at the First
                  ---------------
Closing  (which,  in  that  event, the following conditions precedent other than
subsection  (iv) below shall be satisfied in connection with the First Closing),
the  obligation  of  the  Buyer  hereunder  to  purchase  the Second Convertible
Debenture  and  the  Second  Warrants  at  the  Second Closing is subject to the
satisfaction,  at  or  before  the Second Closing Date, of each of the following
conditions:

                    (i)     The  Company  shall  have  executed  appropriate
amendments  to  the  Other  Transaction  Documents  providing  for the inclusion
thereunder  of  the  Second  Convertible  Debenture,  Second Warrants and Second
Warrant  Shares,  as  the  case  may  be,  and  delivered  them  to  the  Buyer.

                    (ii)     The  representations  and warranties of the Company
shall  be  true  and correct in all material respects (except to the extent that
any  of  such  representations  and  warranties  is  already  qualified  as  to
materiality  in  Section  3  above,  in  which  case,  such  representations and
warranties  shall  be  true and correct without further qualification) as of the


                                       25
<PAGE>
date  when  made  and  as of the Second Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date) and
the  Company  shall  have  performed,  satisfied  and  complied  in all material
respects  with  the  covenants,  agreements  and  conditions  required  by  this
Agreement to be performed, satisfied or complied with by the Company at or prior
to  the  Second  Closing  Date.  If requested by the Buyer, the Buyer shall have
received a certificate, executed by two officers of the Company, dated as of the
Second Closing Date, to the foregoing effect and as to such other matters as may
be  reasonably requested by the Buyer including, without limitation an update as
of  the  Second  Closing  Date regarding the representation contained in Section
3(c)  above.

                    (iii)     The  Company  shall have executed and delivered to
the  Buyer  the  Second  Convertible  Debenture  and  the  Second  Warrants.

                    (iv)     The  Company  shall  have  certified  that  all
conditions  to  the Second Closing have been satisfied and that the Company will
file  the  Registration  Statement with the SEC in compliance with the rules and
regulations  promulgated  by  the  SEC  for filing thereof two (2) business days
after  the  Second  Closing.  If  requested  by  the Buyer, the Buyer shall have
received a certificate, executed by the two officers of the Company, dated as of
the Second Closing Date, to the foregoing effect.  The Buyers have no obligation
to  fund  at  the  Second  Closing  if  the  Company  has filed the Registration
Statement.

                    (v)     The  Company  shall  have  provided  to  the Buyer a
certificate  of  good  standing  from  the  secretary  of the state in which the
Company  is  incorporated.

                    (v)     The Company shall have delivered to the Escrow Agent
the  additional  Escrow  Shares  pursuant  to  6(c)  hereof,  if  necessary.

                    (vi)     The  Company  shall  have  provided to the Buyer an
acknowledgement,  to the satisfaction of the Buyer, from the Company's certified
public accountant as to its ability to provide all consents required in order to
file  a  registration  statement  in  connection  with  this  transaction.

          9.     INDEMNIFICATION.
                 ---------------

                    (a)     In  consideration  of  the  Buyer's  execution  and
delivery  of  this  Agreement  and  acquiring  the Convertible Debenture and the
Warrants  hereunder,  and  the  Conversion  Shares  and  Warrants into which the
Convertible  Debenture and Warrants are convertible or exercisable, as the case,
and  in addition to all of the Company's other obligations under this Agreement,
the  Company  shall  defend, protect, indemnify and hold harmless the Buyer, and
its  officers,  directors,  employees and agents (including, without limitation,
those  retained  in  connection  with  the  transactions  contemplated  by  this
Agreement)  (collectively, the "Buyer Indemnitees") from and against any and all
                                -----------------
actions,  causes  of  action,  suits,  claims,  losses,  costs, penalties, fees,
liabilities  and  damages, and expenses in connection therewith (irrespective of
whether  any  such  Buyer  Indemnitee  is  a  party  to  the  action  for  which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the  "Indemnified  Liabilities"),  incurred  by  the  Buyer
                           ------------------------
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any  misrepresentation  or  breach  of  any  representation  or  warranty

                                       26
<PAGE>
made  by  the Company in this Agreement, or any other certificate, instrument or
document  contemplated  hereby  executed  by  the Company, (b) any breach of any
covenant,  agreement  or  obligation of the Company contained in this Agreement,
the  Convertible  Debenture or the Investor Registration Rights Agreement or any
other  certificate,  instrument  or document contemplated hereby executed by the
Company,  or (c) any cause of action, suit or claim brought or made against such
Buyer  Indemnitee  based  on  material  misrepresentations  or due to a material
breach  by  the  Company  and  arising  out  of or resulting from the execution,
delivery,  performance or enforcement of this Agreement or any other instrument,
document  or agreement executed pursuant hereto by any of the Buyer Indemnities,
any  transaction  financed  or  to  be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Convertible Debentures.  To
the  extent  that  the foregoing undertaking by the Company may be unenforceable
for  any  reason, the Company shall make the maximum contribution to the payment
and  satisfaction  of  each of the Indemnified Liabilities, which is permissible
under  applicable  law.

                    (b)     In  consideration  of  the  Company's  execution and
delivery  of  this  Agreement, and issuance of the Convertible Debenture and the
Warrants  hereunder,  and  the  Conversion  Shares  and  Warrants into which the
Convertible  Debenture and Warrants are convertible or exercisable, as the case,
and  in  addition  to all of the Buyer's other obligations under this Agreement,
the Buyer shall defend, protect, indemnify and hold harmless the Company and all
of its officers, directors, employees and agents (including, without limitation,
those  retained  in  connection  with  the  transactions  contemplated  by  this
Agreement)  (collectively,  the  "Company Indemnitees") from and against any and
                                  -------------------
all  Indemnified  Liabilities incurred by the Company Indemnitees or any of them
as  a  result of, or arising out of, or relating to (a) any misrepresentation or
breach of any representation or warranty made by the Buyer in this Agreement, or
any  other  certificate,  instrument or document contemplated hereby executed by
the  Buyer, (b) any breach of any covenant, agreement or obligation of the Buyer
contained  in  this  Agreement,  the  Convertible  Debenture  or  the  Investor
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  executed by the Buyer, or (c) any cause of action, suit or
claim  brought  or  made  against  such  Company  Indemnitee  based  on material
misrepresentations  or  due to a material breach by the Buyer and arising out of
or  resulting  from  the execution, delivery, performance or enforcement of this
Agreement,  the  Convertible  Debenture  or  the  Investor  Registration  Rights
Agreement  or  any  other  instrument,  document  or agreement executed pursuant
hereto  by  any  of  the  Company Indemnities.  To the extent that the foregoing
undertaking  by  the  Buyer may be unenforceable for any reason, the Buyer shall
make  the  maximum  contribution  to the payment and satisfaction of each of the
Indemnified  Liabilities,  which  is  permissible  under  applicable  law.

          10.     GOVERNING  LAW:  MISCELLANEOUS.
                  ------------------------------

                    (a)     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 New York.  The parties hereto agree that the
internal  laws  of  the  State  of  New York 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 New York.  Service of process in any action by the Buyer 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


                                       27
<PAGE>
documents,  by  commercial  overnight  courier  to  the Company at its principal
address  set  forth  in  this  Agreement.

                    (b)     Counterparts.  This Agreement may be executed in two
                            ------------
or  more  identical  counterparts,  all of which shall be considered one and the
same  agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery  hereof.

                    (c)     Headings.  The  headings  of  this Agreement are for
                            --------
convenience  of  reference  and  shall  not  form  part  of,  or  affect  the
interpretation  of,  this  Agreement.

                    (d)     Severability.  If  any  provision  of this Agreement
                            ------------
shall  be  invalid  or  unenforceable  in  any  jurisdiction, such invalidity or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.

                    (e)     Entire  Agreement,  Amendments.  This  Agreement
                            ------------------------------
supersedes  all  other  prior  oral or written agreements between the Buyer, the
Company, their affiliates and persons acting on their behalf with respect to the
matters  discussed  herein,  and  this  Agreement and the instruments referenced
herein  contain  the  entire  understanding  of  the parties with respect to the
matters  covered herein and therein and, except as specifically set forth herein
or  therein,  neither  the  Company  nor  any  Buyer  makes  any representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.

                    (f)     Notices.  Any  notices,  consents, waivers, or other
                            -------
communications  required  or  permitted  to  be  given  under  the terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon confirmation of receipt, when sent
by  facsimile;  (iii)  seven  (7)  days after being sent by U.S. certified mail,
return  receipt  requested,  or (iv) one (1) day after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:


                                       28
<PAGE>
If to the Company, to:                 Charys Holding Company Inc.
                                       1117 Perimeter Center West, Suite N415
                                       Atlanta, GA 30338
                                       Attention:    Billy Ray, Jr.
                                       Telephone:    678-443-2300
                                       Facsimile:    678-443-2320

With a copy to:                        Paul, Hastings, Janofsky & Walker LLP
                                       600 Peachtree Street, N.E., Suite 2400
                                       Atlanta, GA  30308
                                       Attention:    Karen K. Leach
                                       Telephone:    404-815-2528
                                       Facsimile:    404-685-5028

If to the Transfer Agent, to:          Fidelity Transfer Company
                                       1800 S. West Temple, Suite 301
                                       Salt Lake City, Utah 84115
                                       Attention:    Heidi Sadowski
                                       Telephone:    801-484-7222
                                       Facsimile:    801-466-4122


     If  to  the  Buyer, to its address and facsimile number on Schedule I, with
copies  to  the  Buyer's  counsel  as set forth on Schedule I.  Each party shall
provide  five (5) days' prior written notice to the other party of any change in
address  or  facsimile  number.

                    (g)     Successors  and  Assigns.  This  Agreement  shall be
                            ------------------------
binding  upon  and  inure  to  the  benefit  of the parties and their respective
successors  and  assigns.  Neither  the  Company nor the Buyer shall assign this
Agreement  or  any  rights  or  obligations  hereunder without the prior written
consent  of  the  other  party  hereto.

                    (h)     No  Third  Party  Beneficiaries.  This  Agreement is
                            -------------------------------
intended  for  the  benefit of the parties hereto and their respective permitted
successors  and  assigns,  and  is not for the benefit of, nor may any provision
hereof  be  enforced  by,  any  other  person.

                    (i)     Survival.  Unless this Agreement is terminated under
                            --------
Section  10(l),  the representations and warranties of the Company and the Buyer
contained  in  Sections  2  and  3,  the  agreements  and covenants set forth in
Sections 4, 5 and 10, and the indemnification provisions set forth in Section 9,
shall  survive  the  Closing for a period of two (2) years following the date on
which  the  First Convertible Debenture and Second Convertible Debenture, as the
case  may  be,  is  redeemed  or  converted  in  full.

                    (j)     Publicity.  The Company and the Buyer shall have the
                            ---------
right  to  approve,  before  issuance  any  press  release  or  any other public
statement  with  respect  to  the  transactions  contemplated hereby made by any
party;  provided, however, that the Company shall be entitled, without the prior
approval  of  the  Buyer,  to issue any press release or other public disclosure
with  respect to such transactions required under applicable securities or other
laws  or  regulations  provided,  that  the  Company  shall use its commercially
reasonable  best  efforts  to


                                       29
<PAGE>
consult  the  Buyer  in  connection  with any such press release or other public
disclosure  prior to its release and Buyer shall be provided with a copy thereof
upon  release  thereof.

                    (k)     Further  Assurances.  Each  party  shall  do  and
                            -------------------
perform,  or  cause  to be done and performed, all such further acts and things,
and  shall  execute  and  deliver  all  such  other  agreements,  certificates,
instruments and documents, as the other party may reasonably request in order to
carry  out  the  intent  and  accomplish  the purposes of this Agreement and the
consummation  of  the  transactions  contemplated  hereby.

                    (l)     Termination.  In  the  event  that the Closing shall
                            -----------
not  have occurred with respect to the Buyer on or before five (5) business days
from  the date hereof due to the Company's or the Buyer's failure to satisfy the
conditions  set  forth  in Sections 7 and 8 above (and the non-breaching party's
failure  to  waive such unsatisfied condition(s)), the non-breaching party shall
have the option to terminate this Agreement with respect to such breaching party
at  the  close  of  business  on such date without liability of any party to any
other  party;  provided,  however,  that  if this Agreement is terminated by the
Company  pursuant  to  this Section 10(l), the Company shall remain obligated to
reimburse  the  Buyer  for  the $5,000 fee (to the extent not paid) to Yorkville
Advisors Management, LLC and the fees and expenses of Gottbetter & Partners, LLP
described  in  Section  4(g)  above.

                    (m)     No  Strict  Construction.  The language used in this
                            ------------------------
Agreement  will  be  deemed  to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any  party.

                    (n)     Remedies.  In addition to being entitled to exercise
                            --------
all rights provided herein or granted by law, including recovery of damages, the
Buyer  and  the  Company  will  be  entitled  to  specific performance under the
Agreement.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for  any  loss  incurred  by  reason  of any breach of obligations
described  in the foregoing sentence and hereby agree to waive in any action for
specific  performance  of  any  such obligation the defense that a remedy at law
would  be  adequate.


                      [REMAINDER PAGE INTENTIONALLY LEFT BLANK]


                                       30
<PAGE>
     IN  WITNESS  WHEREOF, the Buyer and the Company have caused this Securities
Purchase  Agreement  to  be  duly  executed  as of the date first written above.


BUYER:                                  COMPANY:
HIGHGATE HOUSE FUNDS, LTC.              CHARYS HOLDING COMPANY INC.

By:                                     By:
   ----------------------------------      -------------------------------------
Name:                                   Name:   Billy Ray, Jr.
Title:                                  Title:  Chief Executive Officer


                                       31
<PAGE>
                                    EXHIBIT A

                 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT
                 ----------------------------------------------


                                        1
<PAGE>
                     INVESTOR REGISTRATION RIGHTS AGREEMENT
                     --------------------------------------

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November
                                               ---------
__,  2005, by and among CHARYS HOLDING COMPANY INC., a Delaware corporation (the
"Company"),  and  HIGHGATE  HOUSE  FUNDS,  LTD.,  a  Cayman Islands company (the
 -------
"Investor").
 --------

     WHEREAS:

     A.     Company  and  Investor  have  entered  into  a  Securities  Purchase
Agreement  (the  "Securities Purchase Agreement"), pursuant to which the Company
                  -----------------------------
proposes  to  sell  a  $3,000,000  secured  convertible  debenture  (the  "First
                                                                           -----
Convertible  Debenture")  which  shall  be convertible into the Company's Common
----------------------
Stock,  par  value  $0.001  per  share  (the  "Common  Stock") and in connection
                                               -------------
therewith  the  Company  has agreed to issue certain of its warrants (the "First
                                                                           -----
Warrants");
--------

     B.     The Company shall also have the option (the "First Option") to issue
                                                         ------------
and  sell to the Investor a second $1,000,000 secured convertible debenture (the
"Second  Convertible  Debenture"),  which shall be convertible into Common Stock
 ------------------------------
and  in  connection therewith the Company has agreed to issue additional certain
of  its  warrants  (the  "Second  Warrants");
                          ----------------

     C.     To  induce  the  Investor  to  execute  and  deliver  the Securities
Purchase  Agreement,  the  Company  has  agreed  to provide certain registration
rights  under  the  Securities  Act  of  1933,  as  amended,  and  the rules and
regulations  there  under,  or  any similar successor statute (collectively, the
"Securities  Act"),  and  applicable  state  securities  laws;  and
 ---------------

     D.     Capitalized  terms  used but not otherwise defined herein shall have
the  meanings  set  forth  in  the  Securities  Purchase  Agreement.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Investor
hereby  agrees  as  follows:

     1.     DEFINITIONS.
            -----------

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

          (a)     "Person"  means a corporation, a limited liability company, an
                   ------
association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

          (b)     "Register,"  "registered,"  and  "registration"  refer  to  a
                   --------     ----------          ------------
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements (as defined below) in compliance with the Securities Act and pursuant
to  Rule  415  under  the  Securities  Act  or  any successor rule providing for
offering  securities  on  a  continuous  or  delayed  basis  ("Rule  415"),
                                                               ---------


<PAGE>
and  the  declaration  or  ordering  of  effectiveness  of  such  Registration
Statement(s)  by  the  United  States  Securities  and  Exchange Commission (the
"SEC").
 ---

          (c)     "Registrable Securities" means (i) the Escrow Shares issued or
                   ----------------------
issuable  as  "security stock" for conversion of the First Convertible Debenture
and  Second Convertible Debenture, as the case may be and (ii) the First Warrant
Shares and Second Warrant Shares, as the case may be; provided, however, that if
the  Company  has redeemed in full all amounts owing under the First Convertible
Debenture and Second Convertible Debenture on or before the Exclusive Redemption
Date,  Registrable  Securities  shall mean only the First Warrant Shares and the
Second  Warrant  Shares;  and provided further that Registrable Securities shall
not  include  any shares of Common Stock convertible from interest accrued under
the  First  Convertible  Debenture or Second Convertible Debenture subsequent to
the date of the filing of the Initial Registration Statement (as defined below).

          (d)     "Registration  Statement" means a registration statement under
                   -----------------------
the  Securities  Act  which  covers  the  Registrable  Securities.

     2.     REGISTRATION.
            ------------

          (a)     Subject  to  the  terms  and conditions of this Agreement, the
Company  shall  prepare  and  file, no later than ninety (90) days from the date
hereof  (the "Scheduled Filing Deadline"), with the SEC a registration statement
              -------------------------
on  Form  SB-2  (or  similar  form)  under  the  Securities  Act  (the  "Initial
                                                                         -------
Registration  Statement")  for  the  resale  by  the Investor of all Registrable
-----------------------
Securities.  The  Company  shall keep the Registration Statement "Evergreen" for
the  life  of  the Convertible Debentures or until Rule 144(k) of the Securities
Act of 1933, as amended, is available to the Investor with respect to all of the
Conversion  Shares  and  Warrant  Shares  whichever is later.  The Company shall
retain,  and  pay  at  its  sole  expense,  a  law firm to file the Registration
Statement  subject  to  the  reasonable  approval of the Investor.  Prior to the
filing  of  the Registration Statement with the SEC, the Company shall furnish a
copy  of  the  Initial Registration Statement to the Investor for its review and
comment.  The  Investor  shall  furnish  comments  on  the  Initial Registration
Statement  to  the  Company within twenty-four (24) hours of the receipt thereof
from  the  Company.

          (b)     Effectiveness  of  the  Initial  Registration  Statement.  The
                  --------------------------------------------------------
Company  shall  use  its  commercially  reasonable  best efforts (i) to have the
Initial  Registration  Statement  declared  effective  by  the SEC no later than
ninety  (90)  days  after the date filed, provided that if the First Convertible
Debenture  is  redeemed  before the Exclusive Redemption Date, no later than one
hundred  twenty  (120)  days  after  the  date  filed  (the "Scheduled Effective
                                                             -------------------
Deadline")  and  (ii)  to insure that the Initial Registration Statement and any
--------
subsequent Registration Statement remains in effect until all of the Registrable
Securities  have  been  sold,  subject  to  the  terms  and  conditions  of this
Agreement.  It  shall  be  an  event  of  default  hereunder  if  the  Initial
Registration  Statement  is not declared effective by the SEC within one hundred
and  twenty  (120)  days  after  filing  thereof.

          (c)     Failure  to  File  or Obtain Effectiveness of the Registration
                  --------------------------------------------------------------
Statement.  In  the  event  the  Registration  Statement  is  not  filed  by the
---------
Scheduled  Filing  Deadline or is not declared effective by the SEC on or before
the  Scheduled  Effective  Deadline,  or  if  after  the


                                        2
<PAGE>
Registration  Statement  has been declared effective by the SEC, sales cannot be
made  pursuant  to  the  Registration Statement (whether because of a failure to
keep  the Registration Statement effective, failure to disclose such information
as  is  necessary  for  sales to be made pursuant to the Registration Statement,
failure  to  register  sufficient  shares  of  Common Stock or otherwise then as
partial relief for the damages to any holder of Registrable Securities by reason
of  any  such delay in or reduction of its ability to sell the underlying shares
of  Common  Stock  (which remedy shall not be exclusive of any other remedies at
law  or  in equity), the Company will pay as liquidated damages (the "Liquidated
                                                                      ----------
Damages")  and  not  as  a  penalty,  to  the holder, a cash amount equal to two
-------
percent  (2%)  per  month of the outstanding principal amount of the Convertible
Debenture  outstanding.  The initial payment of Liquidated Damages shall be made
within  three (3) business days from the end of the month in which the Scheduled
Filing  Deadline  or  Scheduled Effective Deadline occurred, as the case may be,
and  shall  continue  thereafter  until  the  Registration Statement is filed or
declared  effective,  as  the  case  may  be.

          (d)     Liquidated  Damages.  The  Company  and  the  Investor  hereto
                  -------------------
acknowledge  and  agree  that the sums payable under subsection 2(c) above shall
constitute liquidated damages and not penalties and are in addition to all other
rights  of  the  Investor,  including  the right to call a default.  The parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is  incapable  or is difficult to precisely estimate, (ii) the amounts specified
in  such  subsection  bear  a reasonable relationship to, and are not plainly or
grossly  disproportionate  to,  the  probable  loss  likely  to  be  incurred in
connection  with  any failure by the Company to file a Registration Statement or
to  obtain  or maintain the effectiveness of a Registration Statement, (iii) one
of the reasons for the Company and the Investor reaching an agreement as to such
amounts  was  the  uncertainty  and cost of litigation regarding the question of
actual damages, and (iv) the Company and the Investor are sophisticated business
parties  and  have  been represented by sophisticated and able legal counsel and
negotiated  this  Agreement  at  arm's  length.

     3.     RELATED  OBLIGATIONS.
            --------------------

          (a)     The  Company  shall  keep the Registration Statement effective
pursuant  to  Rule  415  at all times until the date on which the Investor shall
have  sold all the Registrable Securities covered by such Registration Statement
(the  "Registration  Period"),  which  Registration  Statement  (including  any
       --------------------
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          (b)     The  Company  shall  prepare  and  file  with  the  SEC  such
amendments  (including  post-effective  amendments)  and  supplements  to  a
Registration  Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus  is to be filed pursuant to Rule 424
promulgated  under  the  Securities  Act,  as  may  be  necessary  to  keep such
Registration  Statement  effective  at all times during the Registration Period,
and,  during  such period, comply with the provisions of the Securities Act with
respect  to the disposition of all Registrable Securities of the Company covered
by  such  Registration  Statement  until  such  time  as all of such Registrable
Securities  shall  have been disposed of in accordance with the intended methods
of  disposition  by  the  seller  or  sellers  thereof  as  set  forth  in  such
Registration  Statement.


                                        3
<PAGE>
In  the case of amendments and supplements to a Registration Statement which are
required  to  be  filed  pursuant  to this Agreement (including pursuant to this
Section  3(b))  by  reason of the Company's filing a report on Form 10-KSB, Form
10-QSB  or Form 8-K or any analogous report under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company shall incorporate such report
                       ------------
by  reference into the Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the Exchange Act
report  is  filed  which  created  the  requirement  for the Company to amend or
supplement  the  Registration  Statement.

          (c)     The  Company  shall  furnish to the Investor whose Registrable
Securities  are  included  in any Registration Statement, without charge, (i) at
least  one  (1) copy of such Registration Statement as declared effective by the
SEC  and any amendment(s) thereto, including financial statements and schedules,
all  documents  incorporated  therein  by  reference,  all  exhibits  and  each
preliminary prospectus, (ii) ten (10) copies of the final prospectus included in
such  Registration Statement and all amendments and supplements thereto (or such
other  number  of copies as such Investor may reasonably request) and (iii) such
other  documents  as  such  Investor may reasonably request from time to time in
order  to facilitate the disposition of the Registrable Securities owned by such
Investor.

          (d)     The Company shall use its commercially reasonable best efforts
to (i) register and qualify the Registrable Securities covered by a Registration
Statement  under  such other securities or "blue sky" laws of such jurisdictions
in  the United States as the Investor reasonably requests, (ii) prepare and file
in  those  jurisdictions,  such amendments (including post-effective amendments)
and  supplements to such registrations and qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to (w) make any change to its articles of incorporation or by-laws, (x)
qualify  to  do  business  in  any  jurisdiction where it would not otherwise be
required  to  qualify  but  for this Section 3(d), (y) subject itself to general
taxation  in  any such jurisdiction, or (z) file a general consent to service of
process  in  any  such  jurisdiction.  The  Company  shall  promptly  notify the
Investor  who  holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the  initiation  or  threat  of  any  proceeding  for  such  purpose.

          (e)     As  promptly as practicable after becoming aware of such event
or  development,  the  Company  shall  notify  the  Investor  in  writing of the
happening  of  any  event  as  a  result  of  which the prospectus included in a
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading  (provided that in no event shall such
notice  contain  any  material,  nonpublic  information), and promptly prepare a
supplement  or  amendment  to such Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to  the Investor.  Notwithstanding any provision of this Agreement to


                                        4
<PAGE>
the  contrary, if the Company makes such a notification, the Company may suspend
the  use  of  any prospectus contained in any Registration Statement for periods
not  to  exceed  forty  five (45) business days in any three month period or two
periods  not to exceed an aggregate of ninety (90) business days in any 12 month
period  in  the  event  that  the  Company  determines,  in  the exercise of its
reasonable  discretion,  confirmed by a legal opinion from outside counsel, that
sales  of  Registrable  Securities thereunder could constitute violations of the
Securities  Act due to the Registration Statement containing an untrue statement
of  a  material  fact or omission to state a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances  under  which  they  were  made, not misleading.  In each case the
Company  shall use commercially reasonable best efforts to remedy the deficiency
in  the  Registration  Statement  within thirty (30) business days.  The Company
shall  also promptly notify the Investor in writing (i) when a prospectus or any
prospectus  supplement  or  post-effective  amendment has been filed, and when a
Registration  Statement  or  any  post-effective  amendment has become effective
(notification  of  such  effectiveness  shall  be  delivered to each Investor by
facsimile on the same day of such effectiveness), (ii) of any request by the SEC
for  amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
a  post-effective  amendment  to  a Registration Statement would be appropriate.

          (f)     The Company shall use its commercially reasonable best efforts
to  prevent  the issuance of any stop order or other suspension of effectiveness
of  a  Registration  Statement, or the suspension of the qualification of any of
the Registrable Securities for sale in any jurisdiction within the United States
of  America  and,  if  such  an  order  or  suspension  is issued, to obtain the
withdrawal  of  such  order or suspension at the earliest possible moment and to
notify  the Investor who holds Registrable Securities being sold of the issuance
of  such order and the resolution thereof or its receipt of actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.

          (g)     At  the  reasonable request of the Investor, the Company shall
furnish  to  such Investor, on the date of the effectiveness of the Registration
Statement  and  thereafter  from  time  to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants  in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering,  and  (ii)  an  opinion,  dated  as  of  such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  Investor.

          (h)     The  Company  shall  make  available for inspection by (i) the
Investor  and  (ii)  one (1) firm of accountants or other agents retained by the
Investor  (collectively,  the  "Inspectors")  all  pertinent financial and other
                                ----------
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
                      -------
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which the Inspector may reasonably request; provided, however,
that  each  Inspector  shall  agree,  and the Investor hereby agrees, to hold in
strict  confidence  and shall not make any disclosure (except to an Investor) or
use  any  Record or other information which the Company determines in good faith
to  be  confidential, and of which determination the Inspectors are so notified,
unless  (a)  the  disclosure  of such Records is necessary to avoid or correct a


                                        5
<PAGE>
misstatement  or omission in any Registration Statement or is otherwise required
under the Securities Act, (b) the release of such Records is ordered pursuant to
a  final,  non-appealable  subpoena  or order from a court or government body of
competent  jurisdiction,  or  (c)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other  agreement of which the Inspector and the Investor has knowledge.
The Investor agrees that it shall, upon learning that disclosure of such Records
is  sought  in  or  by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its  expense,  to  undertake  appropriate action to prevent disclosure of, or to
obtain  a  protective  order  for,  the  Records  deemed  confidential.

          (i)     The  Company  shall  hold  in  confidence  and  not  make  any
disclosure of information concerning the Investor provided to the Company unless
(i)  disclosure of such information is necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  the  Investor  is  sought  in  or  by  a court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow  the Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

          (j)     The Company shall use its commercially reasonable best efforts
either  to  cause  all  the  Registrable  Securities  covered  by a Registration
Statement  (i)  to  be listed on each securities exchange on which securities of
the  same  class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such
exchange  or  (ii)  the  inclusion  for quotation on the National Association of
Securities  Dealers,  Inc.  OTC  Bulletin Board for such Registrable Securities.
The  Company  shall  pay all fees and expenses in connection with satisfying its
obligation  under  this  Section  3(j).

          (k)     The  Company  shall  cooperate  with  the  Investor  who  hold
Registrable  Securities  being  offered  and,  to  the  extent  applicable,  to
facilitate  the  timely preparation and delivery of certificates to a transferee
of  the  Investor  (not  bearing  any  restrictive  legend)  representing  the
Registrable  Securities  to  be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be,  as  the Investor may reasonably request and registered in such names as the
Investor  may  request.

          (l)     The Company shall use its commercially reasonable best efforts
to  cause  the  Registrable  Securities  covered  by the applicable Registration
Statement  to be registered with or approved by such other governmental agencies
or  authorities  as  may  be  necessary  to  consummate  the disposition of such
Registrable  Securities.

          (m)     The  Company  shall  make  generally available to its security
holders  as  soon  as  practical,  but not later than ninety (90) days after the
close  of  the  period covered thereby, an earnings statement (in form complying
with  the  provisions  of  Rule  158  under  the  Securities


                                        6
<PAGE>
Act)  covering a twelve (12) month period beginning not later than the first day
of  the  Company's  fiscal  quarter  next  following  the  effective date of the
Registration  Statement.

          (n)     The  Company  shall  otherwise use its commercially reasonable
best  efforts  to comply with all applicable rules and regulations of the SEC in
connection  with  any  registration  hereunder.

          (o)     Within  two  (2)  business days after a Registration Statement
which  covers  Registrable  Securities  is  declared  effective  by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to  the  transfer  agent  for  such  Registrable  Securities (with copies to the
Investor  whose  Registrable  Securities  are  included  in  such  Registration
Statement)  confirmation  that  such  Registration  Statement  has been declared
effective  by  the  SEC  in  the  form  attached  hereto  as  Exhibit  A.
                                                              ----------

          (p)     The  Company shall take all other reasonable actions necessary
to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant  to  a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  INVESTOR.
            ------------------------------

     The  Investor  agrees  that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence of Section 3(e), such Investor will immediately discontinue disposition
of  Registrable  Securities  pursuant  to any Registration Statement(s) covering
such  Registrable  Securities until such Investor's receipt of the copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice  from  the  Company  that  no  supplement  or  amendment  is  required.
Notwithstanding  anything  to the contrary, the Company shall cause its transfer
agent  to  deliver  unlegended  certificates  for  shares  of  Common Stock to a
transferee  of  an  Investor  in  accordance  with  the  terms of the Securities
Purchase  Agreement  in  connection with any sale of Registrable Securities with
respect  to  which an Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the  kind  described in Section 3(f) or the first sentence of 3(e) and for which
the  Investor  has  not  yet  settled.

     5.     EXPENSES  OF  REGISTRATION.
            --------------------------

     All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications  pursuant  to  the  Agreement  including, without limitation, all
registration,  listing  and  qualifications fees, printers, legal and accounting
fees  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.
            ---------------

     With respect to Registrable Securities which are included in a Registration
Statement  under  this  Agreement:

          (a)     To  the fullest extent permitted by law, the Company will, and
hereby  does,  indemnify,  hold harmless and defend the Investor, the directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls the Investor within the meaning of the Securities Act or the
Exchange  Act  (each,  an  "Indemnified  Person"),  against
                            -------------------


                                        7
<PAGE>
any  losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint
or  several  (collectively,  "Claims")  incurred  in investigating, preparing or
                              ------
defending  any action, claim, suit, inquiry, proceeding, investigation or appeal
taken  from the foregoing by or before any court or governmental, administrative
or  other  regulatory  agency,  body  or the SEC, whether pending or threatened,
whether  or  not an indemnified party is or may be a party thereto ("Indemnified
                                                                     -----------
Damages"),  to  which  any of them may become subject insofar as such Claims (or
-------
actions  or  proceedings,  whether  commenced or threatened, in respect thereof)
arise  out  of  or  are  based  upon: (i) any untrue statement or alleged untrue
statement  of  a material fact in a Registration Statement or any post-effective
amendment  thereto or in any filing made in connection with the qualification of
the  offering  under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
                                              ---------------
or  alleged  omission  to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading;  (ii) any untrue
statement  or alleged untrue statement of a material fact contained in any final
prospectus  (as  amended  or  supplemented,  if  the Company files any amendment
thereof  or supplement thereto with the SEC) or the omission or alleged omission
to  state  therein  any  material  fact  necessary  to  make the statements made
therein,  in  light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of  the  Securities  Act,  the  Exchange  Act, any other law, including, without
limitation,  any  state  securities  law,  or any rule or regulation there under
relating  to  the  offer  or  sale  of  the Registrable Securities pursuant to a
Registration  Statement  (the matters in the foregoing clauses (i) through (iii)
being,  collectively,  "Violations").  The  Company shall reimburse the Investor
                        ----------
and  each such controlling person promptly as such expenses are incurred and are
due  and  payable,  for  any  legal  fees  or  disbursements or other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
indemnification agreement contained in this Section 6(a): (x) shall not apply to
a  Claim by an Indemnified Person arising out of or based upon a Violation which
occurs  in reliance upon and in conformity with information furnished in writing
to  the  Company by such Indemnified Person expressly for use in connection with
the  preparation  of the Registration Statement or any such amendment thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on  a  failure  of  the  Investor  to  deliver  or  to cause to be delivered the
prospectus  made  available  by  the Company, if such prospectus was timely made
available  by  the  Company pursuant to Section 3(c); and (z) shall not apply to
amounts  paid  in settlement of any Claim if such settlement is effected without
the  prior  written  consent  of  the  Company,  which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  transfer of the Registrable Securities by the Investor
pursuant  to  Section  9  hereof.

          (b)     In  connection  with  a  Registration  Statement, the Investor
agrees  to  indemnify,  hold  harmless and defend, to the same extent and in the
same manner as is set forth in Section 6(a), the Company, each of its directors,
each  of its officers, employees, representatives, or agents and each Person, if
any,  who  controls  the Company within the meaning of the Securities Act or the
Exchange  Act  (each  an  "Indemnified Party"), against any Claim or Indemnified
                           -----------------
Damages  to  which any of them may become subject, under the Securities Act, the
Exchange  Act  or  otherwise, insofar as such Claim or Indemnified Damages arise
out  of  or is based upon any Violation, in each case to the extent, and only to
the  extent,  that  such  Violation


                                        8
<PAGE>
occurs  in reliance upon and in conformity with written information furnished to
the  Company  by  such  Investor  expressly  for  use  in  connection  with such
Registration  Statement;  and,  subject  to  Section  6(d),  such  Investor will
reimburse  any legal or other expenses reasonably incurred by them in connection
with  investigating  or  defending  any  such Claim; provided, however, that the
indemnity  agreement  contained  in  this  Section  6(b)  and the agreement with
respect  to  contribution contained in Section 7 shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  such  Investor,  which  consent  shall not be unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to  such  Investor  as  a result of the sale of
Registrable  Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of  such  Indemnified  Party  and  shall survive the transfer of the
Registrable  Securities  by the Investor pursuant to Section 9.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(b) with respect to any prospectus shall not inure to
the  benefit  of  any  Indemnified  Party if the untrue statement or omission of
material  fact contained in the prospectus was corrected and such new prospectus
was delivered to each Investor prior to such Investor's use of the prospectus to
which  the  Claim  relates.

          (c)     Promptly after receipt by an Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,
deliver  to the indemnifying party a written notice of the commencement thereof,
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with  the  fees  and expenses of not more than one (1) counsel for such
Indemnified  Person  or  Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by  such counsel in such proceeding.  The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or  Indemnified Person fully apprised at all times as to the
status  of  the defense or any settlement negotiations with respect thereto.  No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without its prior written consent; provided, however, that
the  indemnifying  party shall not unreasonably withhold, delay or condition its
consent.  No  indemnifying party shall, without the prior written consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in


                                        9
<PAGE>
respect  to such claim or litigation.  Following indemnification as provided for
hereunder,  the  indemnifying  party  shall  be  subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

          (d)     The  indemnification  required by this Section 6 shall be made
by  periodic  payments  of  the  amount  thereof  during  the  course  of  the
investigation  or defense, as and when bills are received or Indemnified Damages
are  incurred.

          (e)     The indemnity agreements contained herein shall be in addition
to  (i)  any  cause  of  action  or  similar  right  of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others, and (ii) any
liabilities  the  indemnifying  party  may  be  subject  to pursuant to the law.

     7.     CONTRIBUTION.
            ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  seller  of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  EXHANGE  ACT.
            ---------------------------------

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  Securities Act or any similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("Rule  144")  the  Company  agrees  to:
                                          ---------

          (a)     make and keep public information available, as those terms are
understood  and  defined  in  Rule  144;

          (b)     file  with  the  SEC  in a timely manner all reports and other
documents  required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements (it being understood
that  nothing herein shall limit the Company's obligations under Section 4(c) of
the  Securities  Purchase  Agreement)  and  the filing of such reports and other
documents  as  are  required  by  the  applicable  provisions  of  Rule 144; and


                                       10
<PAGE>
          (c)     furnish  to  each  Investor  so  long  as  such  Investor owns
Registrable  Securities,  promptly  upon request, (i) a written statement by the
Company  that  it  has complied with the reporting requirements of Rule 144, the
Securities  Act  and  the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (iii) such other information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

     9.     AMENDMENT  OF  REGISTRATION  RIGHTS.
            -----------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investor.
Any  amendment  or  waiver  effected  in accordance with this Section 9 shall be
binding  upon  each  Investor  and  the  Company.  No  such  amendment  shall be
effective  to the extent that it applies to fewer than all of the holders of the
Registrable Securities.  No consideration shall be offered or paid to any Person
to  amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this  Agreement.

     10.     MISCELLANEOUS.
             -------------

          (a)     A  Person  is  deemed to be a holder of Registrable Securities
whenever  such  Person  owns  or  is  deemed  to  own of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  (2)  or  more Persons with respect to the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

          (b)     Any  notices,  consents,  waivers  or  other  communications
required  or  permitted to be given under the terms of this Agreement must be in
writing  and  will  be  deemed  to  have  been delivered: (i) upon receipt, when
delivered  personally;  (ii)  upon  receipt,  when  sent  by facsimile (provided
confirmation  of  transmission  is  mechanically or electronically generated and
kept  on file by the sending party); or (iii) one (1) business day after deposit
with  a  nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same.  The addresses and facsimile numbers
for  such  communications  shall  be:


                                       11
<PAGE>
If to the Company, to:             Charys Holding Company Inc.
                                   1117 Perimeter Center West, Suite N415
                                   Atlanta, GA 30338
                                   Attention:  Billy Ray, Jr.
                                   Telephone:  (678) 443-2300
                                   Facsimile:  (678) 443-2320

With a copy to:                    Paul, Hastings, Janofsky & Walker LLP
                                   600 Peachtree Street, N.E., Suite 2400
                                   Atlanta, GA  30308
                                   Attention:  Karen K. Leach
                                   Telephone:  (404) 815-2528
                                   Facsimile:  (404) 685-5028


If  to  an  Investor,  to  its  address  and facsimile number on the Schedule of
Investor  attached  hereto, with copies to the Investor's representatives as set
forth  on  the  Schedule  of Investors or to such other address and/or facsimile
number  and/or  to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness  of such change.  Written confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,  waiver  or  other  communication,  (B)
mechanically  or  electronically  generated  by  the  sender's facsimile machine
containing  the time, date, recipient facsimile number and an image of the first
page  of  such  transmission  or  (C) provided by a courier or overnight courier
service  shall  be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

          (c)     Failure  of  any  party  to exercise any right or remedy under
this  Agreement  or  otherwise,  or delay by a party in exercising such right or
remedy,  shall  not  operate  as  a  waiver  thereof.

          (d)     The  parties  hereto  acknowledge  that  the  transactions
contemplated  by  this  Agreement  and  the  exhibits  hereto  bear a reasonable
relation  to  the State of New York.  The parties hereto agree that the internal
laws  of  the  State  of  New  York 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  New  York.  Each party hereby irrevocably waives personal service of process
and  consents  to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.  EACH  PARTY  HEREBY  IRREVOCABLY  WAIVES  ANY  RIGHT  IT


                                       12
<PAGE>
MAY  HAVE,  AND  AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE  HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY  TRANSACTION  CONTEMPLATED  HEREBY.

          (e)     This  Agreement,  the Irrevocable Transfer Agent Instructions,
the  Securities  Purchase  Agreement  and  related  documents  including  the
Convertible  Debenture,  the  Warrants  and  the Escrow Agreement dated the date
hereof  by  and  among the Company, the Investor and Gottbetter & Partners, LLP.
(the  "Escrow  Agreement"), the Escrow Shares Escrow Agreement, and the Security
       -----------------
Agreement dated the date hereof (the "Security Agreement") constitute the entire
                                      ------------------
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those  set  forth  or referred to herein and therein.  This Agreement, the
Irrevocable  Transfer  Agent Instructions, the Securities Purchase Agreement and
related  documents including the Convertible Debenture, the Warrants, the Escrow
Shares  Escrow  Agreement,  the  Escrow  Agreement  and  the  Security Agreement
supersede  all prior agreements and understandings among the parties hereto with
respect  to  the  subject  matter  hereof  and  thereof.

          (f)     This  Agreement  shall  inure to the benefit of and be binding
upon  the  permitted  successors  and  assigns  of  each  of the parties hereto.

          (g)     The  headings  in  this  Agreement  are  for  convenience  of
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.

          (h)     This Agreement may be executed in identical counterparts, each
of  which  shall be deemed an original but all of which shall constitute one and
the  same agreement.  This Agreement, once executed by a party, may be delivered
to  the other party hereto by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

          (i)     Each  party  shall  do  and  perform,  or cause to be done and
performed,  all  such further acts and things, and shall execute and deliver all
such  other  agreements,  certificates,  instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

The  language used in this Agreement will be deemed to be the language chosen by
the  parties  to express their mutual intent and no rules of strict construction
will  be  applied  against  any  party.

          (j)     This  Agreement  is  intended  for  the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit  of,  nor  may  any  provision  hereof be enforced by, any other Person.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       13
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have caused this Investor Registration
Rights  Agreement  to  be  duly executed as of day and year first above written.

                                             COMPANY:
                                             CHARYS HOLDING COMPANY INC.

                                             By:
                                                --------------------------------
                                             Name:  Billy Ray, Jr.
                                             Title:  Chief Executive Officer


                                             INVESTOR:
                                             HIGHGATE HOUSE FUNDS, LTD.

                                             By:
                                                --------------------------------
                                             Name:  Adam S. Gottbetter
                                             Title:  Portfolio Manager


                                       14
<PAGE>
                                   SCHEDULE I
                                   ----------


                              SCHEDULE OF INVESTORS
                              ---------------------


                                      ADDRESS/FACSIMILE
            NAME                     NUMBER OF INVESTOR
  ------------------------  -----------------------------------


Highgate House Funds, Ltd.     488 Madison Avenue
                               New York, NY 10022
                               Facsimile: (212) 400-6901



With a copy to:                Jason M. Rimland, Esq.
                               Gottbetter & Partners, LLP
                               488 Madison Avenue
                               New York, NY 10022
                               Facsimile: (212) 400-6901


<PAGE>
                                    EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT
                            -------------------------


Attention:

     Re:     CHARYS  HOLDING  COMPANY  INC.

Ladies  and  Gentlemen:

     We  are counsel to Charys Holding Company Inc., a Delaware corporation (the
"Company"),  and  have  represented  the Company in connection with that certain
 -------
Securities Purchase Agreement (the "Securities Purchase Agreement") entered into
 --                                 -----------------------------
by  and  among  the  Company  and  the investor named therein (collectively, the
"Investor")  pursuant to which the Company issued to the Investors shares of its
 --------
Common  Stock, par value $0.001 per share (the "Common Stock").  Pursuant to the
                                                ------------
Purchase  Agreement,  the  Company  also  has entered into a Registration Rights
Agreement  with  the  Investor  (the  "Investor  Registration Rights Agreement")
                                       ---------------------------------------
pursuant  to  which  the  Company  agreed,  among  other things, to register the
Registrable  Securities  (as defined in the Registration Rights Agreement) under
the  Securities  Act  of 1933, as amended (the "Securities Act").  In connection
                                                --------------
with  the  Company's  obligations  under  the  Registration Rights Agreement, on
____________  ____,  the Company filed a Registration Statement on Form ________
(File  No. 333-_____________) (the "Registration Statement") with the Securities
                                    ----------------------
and  Exchange SEC (the "SEC") relating to the Registrable Securities which names
                        ---
each  of  the  Investor  as  a  selling  stockholder  there  under.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration Statement effective under the Securities Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale under the Securities Act pursuant to the
Registration  Statement.

                                     Very truly yours,

                                     [LAW FIRM]

                                     By:
                                        ----------------------------

cc:     [LIST NAMES OF INVESTOR]


<PAGE>
                                    EXHIBIT B

                            FORM OF ESCROW AGREEMENT
                            ------------------------


                                        1
<PAGE>
                                ESCROW AGREEMENT
                                ----------------

     THIS  ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
                                      ---------
November  16,  2005  by  and  between  CHARYS  HOLDING  COMPANY INC., a Delaware
corporation  (the  "Company");  HIGHGATE  HOUSE  FUNDS,  LTD.,  a Cayman Islands
                    -------
company  (the  "Investor"),  and  GOTTBETTER  &  PARTNERS,  LLP, as Escrow Agent
                --------
hereunder  ("Escrow  Agent").
             -------------


                                   BACKGROUND
                                   ----------

     WHEREAS,  the  Company  and  the  Investor  have  entered into a Securities
Purchase  Agreement  (the "Securities Purchase Agreement"), dated as of the date
                           -----------------------------
hereof,  pursuant  to  which  the Company proposes to sell a secured convertible
debenture  having  a  principal  face  amount  of  $4,000,000  (the "Convertible
                                                                     -----------
Debenture")  which  shall  be  convertible  into the Company's Common Stock, par
---------
value  $0.001 per share (the "Common Stock"), together with warrants to purchase
                              ------------
up to 1,000,000 shares of Common Stock (the "Warrants"), for the Purchase Price,
                                             --------
as  that  term  is defined in the Securities Purchase Agreement.  The Securities
Purchase  Agreement  provides that the Investor shall deposit the Purchase Price
in a segregated escrow account to be held by Escrow Agent in order to effectuate
a  disbursement  to  the  Company  at  a  closing to be held as set forth in the
Securities  Purchase  Agreement  (the  "Closing").
                                        -------

     WHEREAS,  the  Company  intends  to  sell the Convertible Debenture and the
Warrants  (the  "Offering").
                 --------

     WHEREAS,  Escrow  Agent  has agreed to accept, hold, and disburse the funds
deposited  with  it  in  accordance  with  the  terms  of  this  Agreement.

     WHEREAS,  in  order  to  establish  the  escrow  of funds and to effect the
provisions of the Securities Purchase Agreement, the parties hereto have entered
into  this  Agreement.

     NOW  THEREFORE,  in  consideration of the foregoing, it is hereby agreed as
follows:

          1.     DEFINITIONS.  The  following  terms  shall  have  the following
                 -----------
meanings  when  used  herein:

          a.     "Escrow Funds" shall mean the funds deposited with Escrow Agent
                  ------------
pursuant  to  this  Agreement.

          b.     "Joint  Written  Direction"  shall  mean  a  written  direction
                  -------------------------
executed  by the Investor and the Company directing Escrow Agent to disburse all
or  a  portion  of the Escrow Funds or to take or refrain from taking any action
pursuant  to  this  Agreement.

          c.     "Escrow  Period"  shall begin with the commencement of the date
                  --------------
of  execution of this Agreement and shall terminate upon the earlier to occur of
the  following  dates:

               (i)     The  Closing  Date  for  the  sale  of  the  Convertible
Debenture  and  Warrants  to  the  Investor  as  contemplated  by the Securities
Purchase  Agreement;


<PAGE>
               (ii)     The  expiration  of  twenty  (20)  days from the date of
execution of this Agreement (unless extended by mutual written agreement between
the  Company and the Investor with a copy of such extension to Escrow Agent); or

               (iii)     The  date  upon  which  a  determination is made by the
Company  and  the  Investor  to  terminate the Offering prior to the sale of the
Convertible  Debenture  and  Warrants as contemplated by the Securities Purchase
Agreement.

     During  the Escrow Period, the Company and the Investor are aware that they
are  not  entitled to any funds received into escrow and no amounts deposited in
the  Escrow  Account shall become the property of the Company or the Investor or
any  other  entity, or be subject to the debts of the Company or the Investor or
any  other  entity.

     2.     APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.  The Investor and the
            ---------------------------------------------
Company  hereby appoint Escrow Agent to serve as Escrow Agent hereunder.  Escrow
Agent  hereby accepts such appointment and, upon receipt by wire transfer of the
Escrow  Funds  in  accordance  with  Section 3 below, agrees to hold, invest and
disburse  the  Escrow  Funds  in  accordance  with  this  Agreement.

          a.     The  Company  hereby  acknowledges that Escrow Agent is general
counsel  to the Investor, the managing partner of the Escrow Agent is a director
of the Investor, and counsel to the Investor in connection with the transactions
contemplated  and  referred herein.  The Company agrees that in the event of any
dispute  arising  in  connection  with  this  Escrow  Agreement  or otherwise in
connection  with  any transaction or agreement contemplated and referred herein,
Escrow  Agent  shall  be permitted to continue to represent the Investor and the
Company  will  not  seek  to  disqualify  such  counsel.

     3.     CREATION  OF  ESCROW FUNDS.  Contemporaneously with the execution of
            --------------------------
this Agreement, the parties shall establish an escrow account with Escrow Agent,
which  escrow  account  shall  be  entitled  as  follows: Charys Holding Company
Inc./Highgate  House  Funds,  Ltd.  Escrow Account for the deposit of the Escrow
Funds.  The Investor shall wire funds to the account of Escrow Agent as follows:


BANK:                                 Citibank, N.A
ROUTING #:                            021000089
ACCOUNT #:                            49061322
NAME ON ACCOUNT:                      Gottbetter & Partners, LLP Trust Account
NAME ON SUB-ACCOUNT:                  Charys Holding Company Inc./Highgate House
                                      Funds, Ltd. Escrow account

     4.     DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor agrees that it shall
            --------------------------------
promptly deliver funds for the payment of the Convertible Debenture and Warrants
to  Escrow  Agent  for  deposit  in  the  Escrow  Account.


                                        2
<PAGE>
     5.     DISBURSEMENTS  FROM  THE  ESCROW  ACCOUNT.
            -----------------------------------------

          a.     Escrow  Agent  will  continue to hold such funds until Highgate
House  Funds, Ltd. on behalf of the Investor and Company execute a Joint Written
Direction  directing Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written  Direction  signed  by the Company and the Investor.  In disbursing such
funds, Escrow Agent is authorized to rely upon such Joint Written Direction from
the  Company  and  the  Investor  and  may accept any signatory from the Company
listed  on  the  signature  page  to  this  Agreement and any signature from the
Investor  that  Escrow  Agent  already  has  on  file.

          b.     In  the  event  Escrow Agent does not receive the amount of the
Escrow  Funds  from  the  Investor prior to the expiration of the Escrow Period,
Escrow  Agent  shall  notify  the  Company  and  the  Investor and the Company's
obligations under the Securities Purchase Agreement shall immediately terminate.

          c.     In the event Escrow Agent does receive the amount of the Escrow
Funds  prior  to  expiration  of  the Escrow Period, in no event will the Escrow
Funds  be  released to the Company until such amount is received by Escrow Agent
in  collected funds.  For purposes of this Agreement, the term "collected funds"
shall  mean all funds received by Escrow Agent which have cleared normal banking
channels  and  are  in  the  form  of  cash.

     6.     COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to deposit
            ---------------------
the  proceeds  of  each  wire  in  the  Escrow  Account.

     7.     SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.  If at any time,
            --------------------------------------------------
there  shall exist any dispute between the Company and the Investor with respect
to  holding  or  disposition  of  any  portion  of the Escrow Funds or any other
obligations  of Escrow Agent hereunder, or if at any time Escrow Agent is unable
to determine, to Escrow Agent's sole satisfaction, the proper disposition of any
portion of the Escrow Funds or Escrow Agent's proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing  by  Escrow  Agent  of  a notice of resignation pursuant to Section 9
hereof,  appointed  a successor Escrow Agent to act hereunder, then Escrow Agent
may,  in  its  sole  discretion,  take  either or both of the following actions:

          a.     suspend  the  performance  of any of its obligations (including
without  limitation  any  disbursement  obligations) under this Escrow Agreement
until  such dispute or uncertainty shall be resolved to the sole satisfaction of
Escrow  Agent  or until a successor Escrow Agent shall be appointed (as the case
may  be);  provided  however,  Escrow  Agent shall continue to invest the Escrow
Funds  in  accordance  with  Section  8  hereof;  and/or

          b.     petition  (by  means  of  an  interpleader  action or any other
appropriate  method) any court of competent jurisdiction in any venue convenient
to  Escrow  Agent, for instructions with respect to such dispute or uncertainty,
and  to  the  extent  required  by  law,  pay  into  such court, for holding and
disposition in accordance with the instructions of such court, all funds held by
it  in the Escrow Funds, after deduction and payment to Escrow Agent of all fees
and  expenses  (including  court costs and attorneys' fees) payable to, incurred
by,  or  expected  to


                                        3
<PAGE>
be incurred by Escrow Agent in connection with performance of its duties and the
exercise  of  its  rights  hereunder.

          c.     Escrow  Agent  shall  have  no  liability  to  the Company, the
Investor,  or  any  person with respect to any such suspension of performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any  delay in the disbursement of funds held in the Escrow Funds or any delay in
with  respect  to  any  other  action  required  or  requested  of Escrow Agent.

     8.     INVESTMENT  OF  ESCROW FUNDS.  Escrow Agent shall deposit the Escrow
            ----------------------------
Funds  in  a  non-interest  bearing  account.

     If Escrow Agent has not received a Joint Written Direction at any time that
an  investment  decision  must  be  made, Escrow Agent shall maintain the Escrow
Funds,  or such portion thereof, as to which no Joint Written Direction has been
received,  in  a  non-interest  bearing  account.

     9.     RESIGNATION  AND  REMOVAL  OF ESCROW AGENT.  Escrow Agent may resign
            ------------------------------------------
from  the  performance of its duties hereunder at any time by giving thirty (30)
days'  prior  written  notice  to the parties or may be removed, with or without
cause,  by  the parties, acting jointly, by furnishing a Joint Written Direction
to  Escrow  Agent,  at  any  time  by the giving of ten (10) days' prior written
notice  to  Escrow  Agent  as  provided  herein  below.  Upon any such notice of
resignation  or  removal, the representatives of the Investor(s) and the Company
identified  in  Sections  13a.(iv)  and 13b.(iv), below, jointly shall appoint a
successor  Escrow  Agent  hereunder,  which  shall  be  a commercial bank, trust
company  or  other  financial institution with a combined capital and surplus in
excess  of $10,000,000.00.  Upon the acceptance in writing of any appointment of
Escrow  Agent hereunder by a successor Escrow Agent, such successor Escrow Agent
shall  thereupon  succeed  to  and  become  vested  with all the rights, powers,
privileges  and  duties  of  the  retiring Escrow Agent, and the retiring Escrow
Agent  shall  be  discharged  from  its duties and obligations under this Escrow
Agreement,  but  shall not be discharged from any liability for actions taken as
Escrow  Agent  hereunder  prior  to  such succession.  After any retiring Escrow
Agent's  resignation  or  removal, the provisions of this Escrow Agreement shall
inure  to its benefit as to any actions taken or omitted to be taken by it while
it  was  Escrow  Agent  under  this Escrow Agreement.  The retiring Escrow Agent
shall  transmit  all  records  pertaining  to the Escrow Funds and shall pay all
funds held by it in the Escrow Funds to the successor Escrow Agent, after making
copies  of  such  records as the retiring Escrow Agent deems advisable and after
deduction  and  payment  to  the  retiring Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by, or expected
to  be  incurred by the retiring Escrow Agent in connection with the performance
of  its  duties  and  the  exercise  of  its  rights  hereunder.

     10.     LIABILITY  OF  ESCROW  AGENT.
             ----------------------------

          a.     Escrow Agent shall have no liability or obligation with respect
to  the  Escrow  Funds  except  for  Escrow  Agent's willful misconduct or gross
negligence.  Escrow  Agent's  sole  responsibility shall be for the safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow  Agent  shall have no implied duties or obligations and
shall  not  be  charged  with  knowledge  or  notice  or  any  fact  or


                                        4
<PAGE>
circumstance  not specifically set forth herein.  Escrow Agent may rely upon any
instrument,  not  only  as to its due execution, validity and effectiveness, but
also  as  to  the  truth and accuracy of any information contained herein, which
Escrow  Agent  shall in good faith believe to be genuine, to have been signed or
presented  by  the  person or parties purporting to sign the same and conform to
the  provisions of this Agreement.  In no event shall Escrow Agent be liable for
incidental,  indirect,  special,  and consequential or punitive damages.  Escrow
Agent shall not be obligated to take any legal action or commence any proceeding
in  connection  with  the  Escrow  Funds,  any account in which Escrow Funds are
deposited,  this Agreement or the Purchase Agreement, or to appear in, prosecute
or  defend  any such legal action or proceeding.  Escrow Agent may consult legal
counsel  selected  by  it  in  any  event  of  any  dispute  or  question  as to
construction  of  any  of the provisions hereof or of any other agreement or its
duties  hereunder,  or  relating  to any dispute involving any party hereto, and
shall  incur  no  liability  and  shall  be fully indemnified from any liability
whatsoever  in  acting  in  accordance  with the opinion or instructions of such
counsel.  The Company and the Investor jointly and severally shall promptly pay,
upon  demand,  the  reasonable  fees  and  expenses  of  any  such  counsel.

          b.     Escrow  Agent  is hereby authorized, in its sole discretion, to
comply  with  orders  issued or process entered by any court with respect to the
Escrow Funds, without determination by Escrow Agent of such court's jurisdiction
in  the  matter.  If  any  portion  of the Escrow Funds is at any time attached,
garnished  or  levied  upon  under  any  court  order,  or  in case the payment,
assignment,  transfer,  conveyance  or  delivery  of  any such property shall be
stayed  or  enjoined  by  any  court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then  and  in  any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which  it  is  advised by legal counsel selected by it, binding upon it, without
the  need for appeal or other action; and if Escrow Agent complies with any such
order,  writ,  judgment  or decree, it shall not be liable to any of the parties
hereto or to any other person or entity by reason of such compliance even though
such  order,  writ  judgment  or  decree may be subsequently reversed, modified,
annulled,  set  aside  or  vacated.

     11.     INDEMNIFICATION  OF  ESCROW AGENT.  From and at all times after the
             ---------------------------------
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted  by  law and to the extent provided herein, indemnify and hold
harmless  Escrow  Agent and each director, officer, employee, attorney and agent
of  Escrow  Agent  (collectively, the "Indemnified Parties") against any and all
                                       -------------------
actions,  claims (whether or not valid), losses, damages, liabilities, costs and
expenses  of  any  kind  or  nature  whatsoever  (including  without  limitation
reasonable  attorney's fees, costs and expenses) incurred by or asserted against
any  of  the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to  any  claim,  demand,  suit,  action, or proceeding (including any inquiry or
investigation)  by  any person, including without limitation the parties to this
Agreement,  whether  threatened or initiated, asserting a claim for any legal or
equitable  remedy against any person under any statute or regulation, including,
but  not  limited  to, any federal or state securities laws, or under any common
law  or  equitable  cause  or  otherwise, arising from or in connection with the
negotiation,  preparation,  execution,  performance or failure of performance of
this  Agreement  or any transaction contemplated herein, whether or not any such
Indemnified  Party  is  a  party  to  any such action or proceeding, suit or the
target  of  any  such  inquiry  or  investigation;  provided,  however,  that no
Indemnified Party shall have the right to be indemnified hereunder for liability


                                        5
<PAGE>
finally  determined  by a court of competent jurisdiction, subject to no further
appeal, to have resulted from the gross negligence or willful misconduct of such
Indemnified  Party.  If  any  such  action or claim shall be brought or asserted
against  any Indemnified Party, such Indemnified Party shall promptly notify the
Company  and the Investor hereunder in writing, and the Investor and the Company
shall  assume  the  defense thereof, including the employment of counsel and the
payment  of all expenses.  Such Indemnified Party shall, in its sole discretion,
have  the  right  to  employ  separate  counsel  (who  may  be  selected by such
Indemnified  Party in its sole discretion) in any such action and to participate
and  to  participate  in  the defense thereof, and the fees and expenses of such
counsel shall be paid by such Indemnified Party, except that the Investor and/or
the  Company  shall be required to pay such fees and expense if (a) the Investor
or  the  Company agree to pay such fees and expenses, or (b) the Investor and/or
the  Company  shall  fail  to assume the defense of such action or proceeding or
shall  fail, in the sole discretion of such Indemnified Party, to employ counsel
reasonably  satisfactory  to  the  Indemnified  Party  in  any  such  action  or
proceeding,  (c)  the  Investor  and  the  Company are the plaintiff in any such
action or proceeding or (d) the named or potential parties to any such action or
proceeding  (including  any  potentially  impleaded  parties)  include  both the
Indemnified  Party,  the  Company  and/or the Investor and the Indemnified Party
shall  have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company  or  the  Investor.  The  Investor  and the Company shall be jointly and
severally  liable  to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the  Investor pursuant to the foregoing sentence shall be paid from time to time
as  incurred,  both in advance of and after the final disposition of such action
or  claim.  The  obligations of the parties under this section shall survive any
termination  of this Agreement, and resignation or removal of Escrow Agent shall
be  independent  of  any  obligation  of  Escrow  Agent.

     The  parties  agree  that neither payment by the Company or the Investor of
any  claim  by  Escrow  Agent for indemnification hereunder shall impair, limit,
modify,  or  affect,  as  between  the  Investor and the Company, the respective
rights  and  obligations  of  Investor, on the one hand, and the Company, on the
other  hand.

     12.     EXPENSES  OF  ESCROW  AGENT.  Except as set forth in Section 11 the
             ---------------------------
Investor  shall  reimburse  Escrow Agent for all of its reasonable out-of-pocket
expenses,  including  attorneys'  fees, travel expenses, telephone and facsimile
transmission  costs,  postage  (including  express  mail  and overnight delivery
charges),  copying  charges  and  the  like.  All  of  the  compensation  and
reimbursement  obligations  set  forth  in  this Section shall be payable by the
Investor,  upon  demand  by Escrow Agent.  The obligations of the Investor under
this Section shall survive any termination of this Agreement and the resignation
or  removal  of  Escrow  Agent.

     13.     WARRANTIES.
             ----------

          a.     The Investor makes the following representations and warranties
to  Escrow  Agent:

               (i)     The  Investor has full power and authority to execute and
deliver  this  Agreement  and  to  perform  its  obligations  hereunder.


                                        6
<PAGE>
               (ii)     This  Agreement  has been duly approved by all necessary
action  of the Investor, including any necessary approval of the limited partner
of  the  Investor  or  necessary  corporate  approval,  as  applicable, has been
executed  by duly authorized officers of the Investor, enforceable in accordance
with  its  terms.

               (iii)     The  execution,  delivery,  and  performance  of  the
Investor  of  this Agreement will not violate, conflict with, or cause a default
under  any  agreement  of  limited  partnership  of  Investor or the articles of
incorporation  or  bylaws of the Investor (as applicable), any applicable law or
regulation,  any  court  order  or  administrative ruling or degree to which the
Investor  is  a  party  or  any  of  its  property is subject, or any agreement,
contract,  indenture,  or  other  binding  arrangement.

               (iv)     Adam S. Gottbetter has been duly appointed to act as the
representative  of  the  Investor  hereunder and has full power and authority to
execute,  deliver, and perform this Escrow Agreement, to execute and deliver any
Joint  Written  Direction,  to  amend,  modify,  or  waive any provision of this
Agreement,  and  to  take  any  and  all  other  actions  as  the  Investor's
representative  under  this  Agreement, all without further consent or direction
form,  or  notice  to,  the  Investor  or  any  other  party.

               (v)     No  party  other  than  the parties hereto have, or shall
have,  any  lien,  claim  or  security  interest in the Escrow Funds or any part
thereof.  No financing statement under the Uniform Commercial Code is on file in
any  jurisdiction  claiming  a  security  interest  in  or  describing  (whether
specifically  or  generally)  the  Escrow  Funds  or  any  part  thereof.

               (vi)     All  of  the  representations  and  warranties  of  the
Investor  contained  herein are true and complete as of the date hereof and will
be  true  and  complete  at  the time of any disbursement from the Escrow Funds.

          b.     The  Company makes the following representations and warranties
to  Escrow  Agent:

               (i)     The  Company  is  a  corporation  duly organized, validly
existing,  and  in good standing under the laws of the State of Delaware and has
full  power  and  authority to execute and deliver this Agreement and to perform
its  obligations  hereunder.

               (ii)     This  Agreement  has been duly approved by all necessary
corporate  action  of the Company, including any necessary shareholder approval,
has  been  executed  by  duly authorized officers of the Company, enforceable in
accordance  with  its  terms.

               (iii)     The execution, delivery, and performance by the Company
of  this  Agreement  is in accordance with the Securities Purchase Agreement and
will  not  violate,  conflict  with, or cause a default under the certificate of
incorporation  or  bylaws  of the Company, any applicable law or regulation, any
court  order  or administrative ruling or decree to which the Company is a party
or  any  of  its  property is subject, or any agreement, contract, indenture, or
other  binding  arrangement,  including  without  limitation  to  the Securities
Purchase  Agreement,  to  which  the  Company  is  a  party.


                                        7
<PAGE>
               (iv)     Billy  Ray,  Jr.  has  been duly appointed to act as the
representative  of  the  Company  hereunder  and has full power and authority to
execute,  deliver,  and perform this Agreement, to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to  take all other actions as the Company's Representative under this Agreement,
all  without further consent or direction from, or notice to, the Company or any
other  party.

               (v)     No  party  other  than  the parties hereto have, or shall
have,  any  lien,  claim  or  security  interest in the Escrow Funds or any part
thereof.  No financing statement under the Uniform Commercial Code is on file in
any  jurisdiction  claiming  a  security  interest  in  or  describing  (whether
specifically  or  generally)  the  Escrow  Funds  or  any  part  thereof.

               (vi)     All of the representations and warranties of the Company
contained  herein  are  true and complete as of the date hereof and will be true
and  complete  at  the  time  of  any  disbursement  from  the  Escrow  Funds.

     14.     CONSENT  TO  JURISDICTION  AND  VENUE;  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 New York.  The
parties  hereto  agree  that  the  internal  laws of the State of New York 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 New York.  Service of process in any
action  by any of the parties 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.

     15.     NOTICE.  All notices and other communications hereunder shall be in
             ------
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt  requested  and  postage prepaid, when delivered personally, one (1) day
delivered  to  any  overnight  courier,  or  when  transmitted  by  facsimile
transmission  and  upon confirmation of receipt and addressed to the party to be
notified  as  follows:

If to Investor(s), to:          Highgate House Funds, Ltd.
                                488 Madison Avenue
                                New York, NY 10022
                                Attention:    Adam S. Gottbetter, Esq.
                                              Portfolio Manager
                                Telephone:    (212) 400-6990
                                Facsimile:    (212) 400-6901


                                        8
<PAGE>
If to Escrow Agent, to:         Gottbetter & Partners, LLP
                                488 Madison Avenue,
                                New York, NY 10022
                                Attention:    Jason M. Rimland, Esq.
                                Telephone:    (212) 400-6900
                                Facsimile:    (212) 400-6901

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

With a copy to:                 Paul, Hastings, Janofsky & Walker LLP
                                600 Peachtree Street, N.E., Suite 2400
                                Atlanta, GA  30308
                                Attention:    Karen K. Leach
                                Telephone:    (404) 815-2528
                                Facsimile:    (404) 685-5028

Or  to such other address as each party may designate for itself by like notice.

     16.     AMENDMENTS  OR  WAIVER.  This  Agreement  may  be  changed, waived,
             ----------------------
discharged  or  terminated  only  by a writing signed by the parties hereto.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to,  or  waiver  of,  any  right  or  remedy  on  any  future  occasion.

     17.     SEVERABILITY.  To  the  extent  any  provision of this Agreement is
             ------------
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     18.     ENTIRE  AGREEMENT.  This Agreement constitutes the entire Agreement
             -----------------
between the parties relating to the holding, investment, and disbursement of the
Escrow  Funds  and  sets  forth  in their entirety the obligations and duties of
Escrow  Agent  with  respect  to  the  Escrow  Funds.

     19.     BINDING  EFFECT.  All  of  the  terms of this Agreement, as amended
             ---------------
from  time  to  time,  shall  be  binding  upon,  inure to the benefit of and be
enforceable by the respective heirs, successors and assigns of the Investor, the
Company,  or  Escrow  Agent.

     20.     EXECUTION  OF  COUNTERPARTS.  This  Agreement and any Joint Written
             ---------------------------
Direction  may  be  executed  in  counter  parts,  which  when so executed shall
constitute  one  and  same  agreement  or  direction.


                                        9
<PAGE>
     21.     TERMINATION.  Upon  the  first  to occur of the disbursement of all
             -----------
amounts  in  the  Escrow  Funds  pursuant  to  Joint  Written  Directions or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this  Agreement  shall terminate and Escrow Agent shall have no further
obligation  or liability whatsoever with respect to this Agreement or the Escrow
Funds.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>
     IN  WITNESS WHEREOF the parties have hereunto set their hands and seals the
day  and  year  above  set  forth.


                                        CHARYS HOLDING COMPANY INC.

                                        By:
                                           -------------------------------------
                                        Name:   Billy Ray, Jr.
                                        Title:  Chief Executive Officer


                                        HIGHGATE HOUSE FUNDS, LTD.

                                        By:
                                           -------------------------------------
                                        Name:   Adam S. Gottbetter
                                        Title:  Portfolio Manager


                                        GOTTBETTER & PARTNERS, LLP

                                        By:
                                           -------------------------------------
                                        Name:   Adam S. Gottbetter
                                        Title:  Managing Partner


                                       11
<PAGE>
                                    EXHIBIT C

                               SECURITY AGREEMENT
                               ------------------


                                        1
<PAGE>
                               SECURITY AGREEMENT
                               ------------------


     THIS  SECURITY  AGREEMENT  (the  "Agreement"),  is  entered  into  and made
                                       ---------
effective  as of November ___, 2005, by and between CHARYS HOLDING COMPANY INC.,
a  Delaware corporation (the "Company"), PERSONNEL RESOURCES OF GEORGIA, INC., a
                              -------
Georgia corporation, VIASYS NETWORK SERVICES INC., a Florida corporation, VIASYS
SERVICES  INC.,  a  Florida  corporation (collectively, the "Subsidiaries"; and,
                                                             ------------
together  with  the  Company,  the  "Debtors") and Highgate House Funds, Ltd., a
                                     -------
Cayman  Islands  company  (the  "Secured  Party").
                                 --------------

     WHEREAS, the Company shall issue and sell to the Secured Party, as provided
in  the  Securities  Purchase  Agreement  dated the date hereof (the "Securities
                                                                      ----------
Purchase  Agreement"),  and  the  Secured  Party  shall purchase a Three Million
-------------------
Dollars  ($3,000,000)  eight  percent  (8%)  secured  convertible debenture (the
"First  Convertible  Debenture"),  as  well  as options, under the circumstances
 -----------------------------
specified  in  the  Securities Purchase Agreement, to purchase an additional One
Million  Dollars  ($1,000,000)  eight percent (8%) secured convertible debenture
(the  "Second  Convertible  Debenture"  and, together with the First Convertible
       ------------------------------
Debenture, the "Convertible Debentures"), all of which shall be convertible into
                ----------------------
shares  of the Company's common stock, par value $0.001 (the "Common Stock") (as
                                                              ------------
converted,  the  "Conversion  Shares");
                  ------------------

     WHEREAS,  to  induce  the  Secured  Party  to  enter  into  the transaction
contemplated  by  the  Securities  Purchase  Agreement,  the  First  Convertible
Debenture,  the Investor Registration Rights Agreement, the Escrow Shares Escrow
Agreement,  the Irrevocable Transfer Agent Instructions and the Escrow Agreement
(all  dated  the  date  hereof  and collectively referred to as the "Transaction
                                                                     -----------
Documents"),  the  Debtors hereby grant to the Secured Party a security interest
---------
in  and  to  the pledged property identified on Exhibit "A" hereto (collectively
                                                -----------
referred  to  as  the  "Pledged  Property")  until  the  satisfaction  of  the
                        -----------------
Obligations,  as  defined  herein  below;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  and  for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

     Section 1.1     Recitals.
                     --------

     The  above  recitals  are  true and correct and are incorporated herein, in
their  entirety,  by  this  reference.

     Section 1.2     Interpretations.
                     ---------------

     Nothing  herein  expressed  or implied is intended or shall be construed to
confer  upon  any person other than the Secured Party any right, remedy or claim
under  or  by  reason  hereof.


<PAGE>
     Section  1.3.     Definitions.
                       -----------

     Capitalized  terms  not  otherwise  defined  herein shall have the meanings
ascribed  to  such  terms  in  the  Securities  Purchase  Agreement.

     Section 1.4.     Obligations Secured.
                      -------------------

     The  obligations  secured hereby are any and all obligations of the Company
now  existing or hereinafter incurred to the Secured Party, under the Securities
Purchase  Agreement,  the  Convertible  Debentures, and the Irrevocable Transfer
Agent  Instructions  (as  to  the obligation to deliver Escrow Shares underlying
Conversion  Shares upon delivery of a Conversion Notice only) (collectively, the
"Obligations").
 -----------

                                   ARTICLE 2.

                PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL
                ------------------------------------------------
                      AND TERMINATION OF SECURITY INTEREST
                      ------------------------------------

     Section 2.1     Pledged Property.
                     ----------------

          (a)     The  Debtors hereby pledge to the Secured Party, and create in
the  Secured  Party  for  its  benefit, a security interest in and to all of the
Pledged  Property  for  such time until the Obligations are paid in full subject
only  to  the  existing security interests held by other parties in such Pledged
Property  as  set  forth  in  Exhibit  "A"  attached hereto. Notwithstanding the
                              ------------
foregoing,  the  security  interest  granted  pursuant  to  this Agreement shall
terminate  immediately  in  the  event the Company redeems, or the Secured Party
shall  have  converted,  all  amounts due under the Convertible Debentures.  The
Pledged  Property  shall  not  include assets identified as "Excluded Assets" on
Exhibit  "A"  attached  hereto.
------------

     The  Pledged Property, as set forth in Exhibit "A" attached hereto, and the
                                            -----------
products thereof and the proceeds of all such items are hereinafter collectively
referred  to  as  the  "Pledged  Collateral."
                        -------------------

          (b)     Simultaneously  with  the  execution  and  delivery  of  this
Agreement,  the  Debtors  shall  make,  execute,  acknowledge,  file, record and
deliver  to  the Secured Party any documents reasonably requested by the Secured
Party  to perfect its security interest in the Pledged Property.  Simultaneously
with  the  execution  and  delivery  of  this Agreement, the Debtors shall make,
execute,  acknowledge  and  deliver  to  the  Secured  Party  such documents and
instruments,  including, without limitation, financing statements, certificates,
affidavits  and  forms  as  may,  in the Secured Party's reasonable judgment, be
necessary  to  effectuate, complete or perfect, or to continue and preserve, the
security  interest of the Secured Party in the Pledged Property, and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms  and  conditions  contained  herein.

     Section 2.2     Rights; Interests; Etc.
                     -----------------------

          (a)     So  long as no Event of Default (as hereinafter defined) shall
have  occurred  and  be  continuing:


                                        2
<PAGE>

               (i)     each of the Debtors shall be entitled to exercise any and
all  rights  pertaining  to  the  Pledged  Property  or any part thereof for any
purpose  not  inconsistent  with  the  terms  hereof;  and

               (ii)     each  of  the  Debtors  shall be entitled to receive and
retain  any  and  all  payments paid or made in respect of the Pledged Property.

          (b)     Upon  the occurrence and during the continuance of an Event of
Default:

               (i)     All  rights of each of the Debtors to exercise the rights
which  it  would otherwise be entitled to exercise pursuant to Section 2.2(a)(i)
hereof and to receive payments which it would otherwise be authorized to receive
and  retain  pursuant  to  Section 2.2(a)(ii) hereof shall be suspended, and all
such  rights  shall  thereupon  become  vested  in  the  Secured Party who shall
thereupon have the sole right to exercise such rights and to receive and hold as
Pledged  Collateral  such payments; provided, however, that if the Secured Party
shall  become  entitled  and shall elect to exercise its right to realize on the
Pledged  Collateral pursuant to Article 5 hereof, then all cash sums received by
the  Secured  Party, or held by the Debtors for the benefit of the Secured Party
and  paid  over  pursuant to Section 2.2(b)(ii) hereof, shall be applied against
any  outstanding  Obligations;

               (ii)     All  interest,  dividends, income and other payments and
distributions  which  are  received by the Debtors contrary to the provisions of
Section  2.2(b)(i)  hereof  shall  be  received  in trust for the benefit of the
Secured  Party, shall be segregated from other property of the Debtors and shall
be  forthwith  paid  over  to  the  Secured  Party;  and

               (iii)     The  Secured  Party  in  its  sole  discretion shall be
authorized  to sell any or all of the Pledged Property at public or private sale
in  order  to recoup all of the outstanding principal plus accrued interest owed
pursuant  to  the  Convertible  Debentures  as  described  herein.

          (c)     Each  of the following events shall constitute a default under
this  Agreement  (each  an  "Event  of  Default"):
                             ------------------

               (i)     any  default, whether in whole or in part, shall occur in
the  payment to the Secured Party of principal or interest under the Convertible
Debentures  or  other  item  comprising  the Obligations as and when due or with
respect to any other debt or obligation of the Company to a party other than the
Secured  Party;

               (ii)     any default, whether in whole or in part, shall occur in
the  due  observance or performance of any obligations or other covenants, terms
or  provisions  to  be  performed  under this Agreement, the Securities Purchase
Agreement  or  the  Convertible  Debentures;

               (iii)     each  of  the  Debtors  shall:  (1)  make  a  general
assignment  for  the  benefit  of its creditors; (2) apply for or consent to the
appointment  of  a  receiver,  trustee,  assignee,  custodian,  sequestrator,
liquidator  or  similar official for itself or any of its assets and properties;
(3)  commence  a  voluntary  case for relief as a debtor under the United States
Bankruptcy Code; (4) file with or otherwise submit to any governmental authority
any  petition,


                                        3
<PAGE>
answer  or  other document seeking:  (A) reorganization, (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of  debtors, dissolution or liquidation; (5) file or otherwise submit any answer
or  other document admitting or failing to contest the material allegations of a
petition  or  other  document  filed  or  otherwise  submitted against it in any
proceeding  under  any  such applicable law, or (6) be adjudicated a bankrupt or
insolvent  by  a  court  of  competent  jurisdiction;

               (iv)     any  case, proceeding or other action shall be commenced
against  the  Debtors  for  the  purpose  of effecting, or an order, judgment or
decree  shall  be  entered  by any court of competent jurisdiction approving (in
whole  or  in  part)  anything  specified  in Section 2.2(c)(iii) hereof, or any
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator  or  other
official  shall  be appointed with respect to the Debtors, or shall be appointed
to take or shall otherwise acquire possession or control of all or a substantial
part of the assets and properties of the Debtors, and any of the foregoing shall
continue unstayed and in effect for any period of one hundred twenty (120) days;

               (v)     any  material  obligation  of  Debtors  (other  than  its
Obligations  under this Agreement) for the payment of borrowed money is not paid
when due or within any applicable grace period, or such obligation becomes or is
declared  to be due and payable before the expressed maturity of the obligation,
or  there  shall have occurred an event that, with the giving of notice or lapse
of  time,  or both, would cause any such obligation to become, or allow any such
obligation  to  be declared to be, due and payable before the expressed maturity
date  of  the  obligation  (other  than  the  default  disclosed in Section 6.11
hereof);  or

               (vi)     a  breach  by  the Debtors of any material contract that
would  have  a  Material Adverse Effect (as defined in Section 6.1 below) (other
than  the  default  disclosed  in  Section  6.11  hereof).

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE
                          -----------------------------

     Section 3.1     Secured Party Appointed Attorney-In-Fact.
                     ----------------------------------------

     Upon  the occurrence of an Event of Default, the Debtors hereby appoint the
Secured  Party  as  its  attorney-in-fact,  with full authority in the place and
stead  of  the Debtors and in the name of the Debtors or otherwise, from time to
time  in  the  Secured  Party's discretion to take any action and to execute any
instrument  which  the Secured Party may reasonably deem necessary to accomplish
the  purposes  of  this Agreement, including, without limitation, to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for  the  same.  The  Secured  Party  may  demand, collect, receipt for, settle,
compromise,  adjust,  sue  for, foreclose, or realize on the Pledged Property as
and when the Secured Party may determine.  To facilitate collection, the Secured
Party may notify account debtors and obligors on any Pledged Property or Pledged
Collateral  to  make  payments  directly  to  the  Secured  Party.


                                        4
<PAGE>
     Section 3.2     Secured Party May Perform.
                     -------------------------

     If  any  of the Debtors fail to perform any agreement contained herein, the
Secured  Party, at its option, may itself perform, or cause performance of, such
agreement,  and  the  expenses  of  the  Secured  Party  incurred  in connection
therewith shall be included in the Obligations secured hereby and payable by the
Company  under  Section  8.3.

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     Section 4.1     Authorization; Enforceability.
                     -----------------------------

     Each  of  the  parties hereto represents and warrants that it has taken all
action  necessary  to  authorize the execution, delivery and performance of this
Agreement  and  the  transactions  contemplated  hereby;  and upon execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective  party, subject to applicable bankruptcy, insolvency, reorganization,
moratorium  and  similar  laws  affecting creditors' rights or by the principles
governing  the  availability  of  equitable  remedies.

     Section 4.2     Ownership of Pledged Property.
                     -----------------------------

     Each  of  the  Debtors  warrants  and  represents  that it is the legal and
beneficial  owner  of  the Pledged Property free and clear of any lien, security
interest, option or other charge or encumbrance except for the security interest
created  by  this  Agreement  or  otherwise  set  forth  on  Exhibit  "A".
                                                             ------------

                                     ARTICLE

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                    ----------------------------------------

     Section 5.1     Default and Remedies.
                     --------------------

          (a)     If an Event of Default described in Section 2.2(c)(i) and (ii)
occurs,  then in each such case the Secured Party may declare the Obligations to
be  due and payable immediately, by a notice in writing to the Debtors, and upon
any  such declaration, the Obligations shall become immediately due and payable.
If an Event of Default described in Sections 2.2(c)(iii) through (vi) occurs and
is  continuing  for  the  period  set  forth therein, then the Obligations shall
automatically  become  immediately  due and payable without declaration or other
act  on  the  part  of  the  Secured  Party.

          (b)     Upon  the occurrence of an Event of Default, the Secured Party
shall  be entitled: (i) to receive all distributions with respect to the Pledged
Collateral,  (ii)  to cause the Pledged Property to be transferred into the name
of  the  Secured Party or its nominee, (iii) to dispose of the Pledged Property,
and (iv) to realize upon any and all rights in the Pledged Property then held by
the  Secured  Party.


                                        5
<PAGE>
     Section 5.2     Method of Realizing Upon the Pledged Property: Other
                     ----------------------------------------------------
                     Remedies.
                     ---------

     Upon  the  occurrence of an Event of Default, in addition to any rights and
remedies  available  at  law or in equity, the following provisions shall govern
the  Secured  Party's  right  to  realize  upon  the  Pledged  Property:

          (a)     Any item of the Pledged Property may be sold for cash or other
value in any number of lots at brokers board, public auction or private sale and
may  be  sold  without  demand, advertisement or notice (except that the Secured
Party  shall  give the related Debtor ten (10) days' prior written notice of the
time  and place or of the time after which a private sale may be made (the "Sale
                                                                            ----
Notice")),  which  notice period is hereby agreed to be commercially reasonable.
------
At  any  sale  or sales of the Pledged Property, the relevant Debtor may bid for
and  purchase the whole or any part of the Pledged Property and, upon compliance
with  the  terms of such sale, may hold, exploit and dispose of the same without
further  accountability  to  the  Secured  Party.  The  Debtors will execute and
deliver,  or  cause  to  be executed and delivered, such instruments, documents,
assignments,  waivers,  certificates,  and  affidavits and supply or cause to be
supplied  such  further  information and take such further action as the Secured
Party  reasonably  shall  require  in  connection  with  any  such  sale.

          (b)     Any cash being held by the Secured Party as Pledged Collateral
and  all  cash  proceeds  received  by the Secured Party in respect of, sale of,
collection  from,  or  other  realization  upon  all  or any part of the Pledged
Collateral  shall  be  applied  as  follows:

               (i)     to  the  payment of all amounts due the Secured Party for
the  expenses reimbursable to it hereunder or owed to it pursuant to Section 8.3
hereof;

               (ii)     to  the  payment of the Obligations then due and unpaid.

               (iii)     the  balance, if any, to the person or persons entitled
thereto,  including,  without  limitation,  the  Debtors.

          (c)     In  addition  to  all  of  the  rights  and remedies which the
Secured  Party may have pursuant to this Agreement, the Secured Party shall have
all  of  the rights and remedies provided by law, including, without limitation,
those  under  the  Uniform  Commercial  Code.

               (i)     If  the  relevant  Debtors  fails to pay such amounts due
upon the occurrence of an Event of Default which is continuing, then the Secured
Party  may institute a judicial proceeding for the collection of the sums so due
and  unpaid,  may  prosecute such proceeding to judgment or final decree and may
enforce  the same against such Debtor and collect the monies adjudged or decreed
to  be  payable in the manner provided by law out of the property of the Debtor,
wherever  situated.

               (ii)     The  Debtors  agree  that  they  shall be liable for any
reasonable  fees, expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection  and  preservation of the obligations, including,
without  limitation,  reasonable legal fees and expenses, and such amounts shall
be  deemed  included  as  Obligations secured hereby and payable as set forth in
Section  8.3  hereof.


                                        6
<PAGE>
     Section 5.3     Proofs of Claim.
                     ---------------

          In  case of the pendency of any receivership, insolvency, liquidation,
bankruptcy,  reorganization,  arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Debtors or the property of the Debtors or of
such  other obligor or its creditors, the Secured Party (irrespective of whether
the  Obligations  shall  then  be  due  and  payable  as therein expressed or by
declaration  or  otherwise  and  irrespective of whether the Secured Party shall
have  made  any demand on the Debtors for the payment of the Obligations), shall
be  entitled  and  empowered,  by  intervention in such proceeding or otherwise:

               (i)     to  file  and  prove  a claim for the whole amount of the
Obligations  and  to  file such other papers or documents as may be necessary or
advisable  in order to have the claims of the Secured Party (including any claim
for  the  reasonable legal fees and expenses and other expenses paid or incurred
by  the  Secured  Party  permitted hereunder and of the Secured Party allowed in
such  judicial  proceeding),  and

               (ii)     to  collect  and  receive  any  monies or other property
payable  or  deliverable  on any such claims and to distribute the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official  in  any  such judicial proceeding is hereby authorized by the
Secured  Party to make such payments to the Secured Party and, in the event that
the  Secured  Party shall consent to the making of such payments directed to the
Secured  Party,  to  pay  to  the  Secured Party any amounts for expenses due it
hereunder.

     Section 5.4     Duties Regarding Pledged Collateral.
                     -----------------------------------

     The  Secured Party shall have no duty as to the collection or protection of
the  Pledged  Property  or  any  income thereon or as to the preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the  Pledged  Property  actually  in  the  Secured  Party's  possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS
                              ---------------------

     The  Debtors  covenant  and  agree that, from the date hereof and until the
Obligations have been fully paid and satisfied or this Agreement shall otherwise
terminate,  unless  the  Secured  Party  shall  consent otherwise in writing (as
provided  in  Section  8.4  hereof):

     Section 6.1     Existence, Properties, Etc.
                     ---------------------------

          (a)     Each of the Debtors shall do, or cause to be done, all things,
or proceed with due diligence with any actions or courses of action, that may be
reasonably  necessary  (i)  to  maintain  each of the Debtor's due organization,
valid  existence and good standing under the laws of its state of incorporation,
and  (ii)  to  preserve  and  keep  in full force and effect all qualifications,
licenses  and registrations in those jurisdictions in which the failure to do so
could  have  a  Material  Adverse Effect (as defined below); and (b) the Debtors
shall  not  do,  or  cause  to be done, any act impairing the Debtor's corporate
power  or  authority (i) to carry on the Debtor's business as now conducted, and
(ii)  to  execute  or  deliver  this  Agreement  or  any  other  document


                                        7
<PAGE>
delivered  in  connection  herewith,  including,  without  limitation, any UCC-1
Financing Statements required by the Secured Party (which other loan instruments
collectively  shall be referred as "Loan Instruments") to which it is or will be
                                    ----------------
a party, or perform any of its obligations hereunder or thereunder.  For purpose
of  this  Agreement,  the term "Material Adverse Effect" shall mean any material
                                -----------------------
and  adverse  effect  as  determined  by  Secured  Party in its sole discretion,
whether  individually  or  in  the  aggregate,  upon  (a)  the  Debtor's assets,
business,  operations,  properties or condition, financial or otherwise; (b) the
Debtor's  to make payment as and when due of all or any part of the Obligations;
or  (c)  the  Pledged  Property.

     Section 6.2     Financial Statements and Reports.
                     --------------------------------

     The  Company  shall  furnish  to the Secured Party within a reasonable time
such  financial  data  as  the  Secured Party may reasonably request, including,
without  limitation,  the  following:

          (a)     The  balance  sheet  of  the  Company  as of the close of each
fiscal  year,  the statement of earnings and retained earnings of the Company as
of  the  close  of such fiscal year, and statement of cash flows for the Company
for  such  fiscal  year,  all  in reasonable detail, prepared in accordance with
generally  accepted accounting principles consistently applied, certified by the
chief  executive  and  chief financial officers of the Company as being true and
correct  and  accompanied  by  a  certificate  of  the chief executive and chief
financial  officers of the Company, stating that the Company has kept, observed,
performed  and  fulfilled  each  covenant,  term and condition of this Agreement
during  such fiscal year and that no Event of Default hereunder has occurred and
is  continuing,  or  if  an  Event  of  Default  has occurred and is continuing,
specifying  the  nature  of same, the period of existence of same and the action
the  Company  proposes  to  take  in  connection  therewith;

          (b)     A  balance sheet of the Company as of the close of each month,
and  statement  of earnings and retained earnings of the Company as of the close
of  such  month,  all  in  reasonable  detail,  and  prepared  substantially  in
accordance  with  generally accepted accounting principles consistently applied,
certified  by the chief executive and chief financial officers of the Company as
being  true  and  correct;  and

          (c)     Copies  of all accountants' reports and accompanying financial
reports  submitted  to the Company by independent accountants in connection with
each  annual  examination  of  the  Company.

     Section 6.3     Accounts and Reports.
                     --------------------

     The  Company  shall  maintain a standard system of accounting in accordance
with  generally accepted accounting principles consistently applied and provide,
at  its  sole  expense,  to  the  Secured  Party  the  following:

          (a)     as  soon  as  available,  a  copy  of  any  notice  or  other
communication  received  by  any of the Debtors alleging any nonpayment or other
material  breach  or  default, or any foreclosure or other action respecting any
material  portion  of  its  assets  and  properties,  respecting  any  of  the
indebtedness  of  the Debtors in excess of $50,000 (other than the Obligations),
or  any  demand  or  other  request  for payment under any guaranty, assumption,
purchase  agreement  or  similar  agreement  or  arrangement  respecting  the
indebtedness  or


                                        8
<PAGE>
obligations  of  others  in  excess  of $50,000, including any received from any
person  acting  on  behalf  of  the  Secured  Party  or beneficiary thereof; and

          (b)     within  fifteen  (15) days after the making of each submission
or  filing, a copy of any report, financial statement, notice or other document,
whether  periodic or otherwise, submitted to the stockholders of the Company, or
submitted  to  or filed by the Company with any governmental authority involving
or affecting (i) the Debtors that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part  of  the  Pledged  Collateral; or (iv) any of the
transactions  contemplated  in  Transaction  Documents.

     Section 6.4     Maintenance of Books and Records; Inspection.
                     --------------------------------------------

     The  Debtors  shall  maintain its books, accounts and records in accordance
with  generally  accepted accounting principles consistently applied, and permit
the  Secured  Party, its officers and employees and any professionals designated
by  the  Secured  Party  in writing, at any time to visit and inspect any of its
properties  (including  but  not  limited to the Pledged Property and Collateral
described  in the Transaction Documents), corporate books and financial records,
and  to discuss its accounts, affairs and finances with any employee, officer or
director  thereof.

     Section 6.5     Maintenance and Insurance.
                     -------------------------

          (a)     The  Debtors  shall maintain or cause to be maintained, at its
own  expense,  all  of  its  assets  and  properties  in  good working order and
condition,  making  all  necessary repairs thereto and renewals and replacements
thereof.

          (b)     The  Debtors  shall maintain or cause to be maintained, at its
own  expense,  insurance in form, substance and amounts (including deductibles),
which  the  Debtors  deem  reasonably  necessary  to the Company's business, (i)
adequate  to  insure  all assets and properties of the Debtors, which assets and
properties  are of a character usually insured by persons engaged in the same or
similar  business  against  loss  or  damage  resulting from fire or other risks
included in an extended coverage policy; (ii) against public liability and other
tort claims that may be incurred by the Debtors; (iii) as may be required by the
Transaction  Documents  and/or  the applicable law and (iv) as may be reasonably
requested  by  Secured Party, all with adequate, financially sound and reputable
insurers.

     Section 6.6     Contracts and Other Collateral.
                     ------------------------------

     The  Debtors  shall perform all of its obligations under or with respect to
each  instrument,  receivable,  contract  and  other  intangible included in the
Pledged  Property  to  which the Debtors are now or hereafter will be party on a
timely  basis and in the manner therein required, including, without limitation,
this  Agreement.

     Section 6.7     Defense of Collateral, Etc.
                     ---------------------------

     The Debtors shall defend and enforce their right, title and interest in and
to  any  part  of:  (a) the Pledged Property; and (b) if not included within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse  Effect,  the  Debtors shall defend the Secured Party's right, title and
interest  in  and  to  each  and  every  part  of  the  Pledged  Property,


                                        9
<PAGE>
each  against  all  manner  of  claims and demands on a timely basis to the full
extent  permitted  by  applicable  law.

     Section 6.8     Payment of Debts, Taxes, Etc.
                     -----------------------------

     The  Debtors  shall  pay,  or cause to be paid, all of its indebtedness and
other  liabilities and perform, or cause to be performed, all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to  be paid or discharged, all taxes, assessments and other governmental charges
and  levies  imposed upon it, upon any of its assets and properties on or before
the  last  day on which the same may be paid without penalty, as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise)  as  and  when  due

     Section 6.9     Taxes and Assessments; Tax Indemnity.
                     ------------------------------------

     The  Debtors  shall  (a)  file  all  tax  returns and appropriate schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b)  pay  and  discharge  all  taxes, assessments and governmental
charges  or levies imposed upon the Debtors, upon its income and profits or upon
any  properties  belonging  to  it,  prior to the date on which penalties attach
thereto,  and  (c) pay all taxes, assessments and governmental charges or levies
that,  if  unpaid,  might  become  a  lien or charge upon any of its properties;
provided,  however,  that  the  Debtors  in good faith may contest any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and  (c)  so  long  as appropriate reserves are maintained with respect thereto.

     Section 6.10     Compliance with Law and Other Agreements.
                      ----------------------------------------

     The  Debtors  shall  maintain its business operations and property owned or
used  in  connection  therewith  in  compliance with (a) all applicable federal,
state  and  local  laws,  regulations  and  ordinances  governing  such business
operations  and  the use and ownership of such property, and (b) all agreements,
licenses,  franchises, indentures and mortgages to which the Debtors are a party
or  by which the Debtors or any of their properties are bound.  Without limiting
the  foregoing,  the  Debtors  shall  pay  all of their indebtedness promptly in
accordance  with  the  terms  thereof.

     Section 6.11     Notice of Default.
                      -----------------

     The  Debtors  shall  give  written  notice  to  the  Secured  Party  of the
occurrence  of  any  default or Event of Default under this Agreement, the other
Transaction  Documents  or  any  other  agreement  of Debtors for the payment of
money,  promptly  upon  the  occurrence  thereof.

     Section 6.12     Notice of Litigation.
                      --------------------

     The  Debtors shall give notice, in writing, to the Secured Party of (a) any
actions,  suits  or  proceedings  wherein  the  amount  at issue is in excess of
$50,000,  instituted by any persons against the Debtors, or affecting any of the
assets  of  the  Debtors,  and (b) any dispute, not resolved within fifteen (15)
days  of  the  commencement thereof, between the Debtors on the one hand and any
governmental  or  regulatory  body  on the other hand, which might reasonably be


                                       10
<PAGE>
expected  to  have  a  Material  Adverse  Effect  on  the business operations or
financial  condition  of  the  Company.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

     The  Company  covenants  and  agrees  that,  from the date hereof until the
Obligations have been fully paid and satisfied or this Agreement shall otherwise
terminate,  the  Company  shall  not,  unless  the  Secured  Party shall consent
otherwise  in  writing:

     Section  7.1     Liens  and  Encumbrances.
                      ------------------------

     The Debtors shall not directly or indirectly make, create, incur, assume or
permit to exist any assignment, transfer, pledge, mortgage, security interest or
other  lien  or  encumbrance  of  any  nature  in, to or against any part of the
Pledged  Property  or of the Debtor's capital stock, or offer or agree to do so,
or  own  or  acquire  or agree to acquire any asset or property of any character
subject  to  any  of  the foregoing encumbrances (including any conditional sale
contract  or  other  title retention agreement), or assign, pledge or in any way
transfer  or  encumber  its right to receive any income or other distribution or
proceeds from any part of the Pledged Property or the Debtors' capital stock; or
enter  into  any  sale-leaseback  financing  respecting  any part of the Pledged
Property  as  lessee, or cause or assist the inception or continuation of any of
the  foregoing.

     Section 7.1     Certificate of Incorporation, By-Laws, Mergers,
                     -----------------------------------------------
                     Consolidations, Acquisitions and Sales.
                     ---------------------------------------

     Without the prior express written consent of the Secured Party, the Debtors
shall  not:  (a)  Amend  their Certificate of Incorporation or By-Laws; (b) be a
party  to  any merger, consolidation or corporate reorganization; (c) except for
the  Security Agreement (relating to a $3,500,000 note), dated November 1, 2005,
among  the  Company,  Viasys  Network Services Inc.("VNS"), Viasys Services Inc.
                                                     ---
("VSI")  and  New  Viasys  Holdings,  LLC  ("NVH")  and  the additional Security
  ---                                        ---
Agreement  (relating  to  a  $6,572,103 note), dated November 1, 2005, among the
Company,  VNS, VSI and NVH, sell, transfer, convey, grant a security interest in
or  lease  all  or  any substantial part of its assets, or (d) convey any of its
assets  to  any  subsidiary;  provided,  however that this Section 7.2 shall not
prohibit  the  Company  (whether through an existing or newly formed subsidiary)
from  acquiring  the  stock  or  assets  of  another  entity.

     Section 7.2     Management, Ownership.
                     ---------------------

     The  Company  shall not materially change its ownership, executive staff or
management  without  the  prior  written  consent  of  the  Secured  Party.  The
ownership, executive staff and management of the Company are material factors in
the Secured Party's willingness to institute and maintain a lending relationship
with  the  Debtors.


                                       11
<PAGE>
     Section 7.3     Dividends, Etc.
                     --------------

     The  Debtors  shall not declare or pay any dividend of any kind, in cash or
in  property, on any class of its capital stock, nor purchase, redeem, retire or
otherwise  acquire for value any shares of such stock (other than the redemption
rights  under the Convertible Debentures and any other securities of the Company
in  existence  as  of the date hereof), nor make any distribution of any kind in
respect  thereof,  nor  make any return of capital to shareholders, nor make any
payments  in  respect  of any pension, profit sharing, retirement, stock option,
stock  bonus,  incentive  compensation  or  similar  plan (except as required or
permitted  hereunder),  without  the prior written consent of the Secured Party.

     Section 7.4     Guaranties; Loans.
                     -----------------

     The  Debtors  shall  not  guarantee  nor  be  liable in any manner, whether
directly  or  indirectly,  or  become contingently liable after the date of this
Agreement  in  connection  with the obligations or indebtedness of any person or
persons,  except  for  (i)  the  indebtedness  currently  secured  by  the liens
identified  on  the Pledged Property identified on Exhibit A hereto and (ii) the
endorsement  of  negotiable  instruments  payable  to the Debtors for deposit or
collection  in  the ordinary course of business.  The Debtors shall not make any
loan,  advance  or  extension  of  credit to any person other than in the normal
course  of  its  business.  Nothing  contained herein shall prohibit the Company
from complying with its obligations to replace a standby letter of credit in the
approximate  amount of $1.35M with City National Bank, delivering the promissory
notes in favor of NVH or otherwise performing all obligations to be performed by
it  under  that  certain Stock Purchase Agreement dated November 1, 2005 between
the  Company  and NVH.  In addition, nothing contained herein shall prohibit the
Company,  Viasys  Network Services, Inc. and Viasys Services, Inc. from entering
into  those amendments to certain revolving credit agreements with Merrill Lynch
Business  Financial  Services,  Inc.  ("Merrill"),  specifically,  WCMA Loan and
Security  Agreement  Nos.  2BN-07936,  2BN-07937  and  2BN-07938  (the  "Merrill
Amendments"),  nor shall the Company be prohibited from executing and delivering
an  Unconditional  Guarantee  in  favor  of  Merrill  with  respect thereto (the
"Merrill  Guarantee").

     Section 7.5     Debt.
                     ----

     The  Debtors  shall  not  create,  incur,  assume  or  suffer  to exist any
additional  indebtedness of any description whatsoever in an aggregate amount in
excess  of  $50,000  (excluding  any  indebtedness of the Debtors to the Secured
Party,  trade  accounts  payable  and  accrued expenses incurred in the ordinary
course  of business and the endorsement of negotiable instruments payable to the
Debtors,  respectively  for  deposit  or  collection  in  the ordinary course of
business).  Nothing  contained  herein shall prohibit the Company from complying
with  its  obligations  to replace a standby letter of credit in the approximate
amount  of  $1.35M  with  City National Bank, delivering the promissory notes in
favor of NVH or otherwise performing all obligations to be performed by it under
that certain Stock Purchase Agreement dated November 1, 2005 between the Company
and  NVH.  In  addition,  nothing  contained  herein shall prohibit the Company,
Viasys  Network  Services, Inc. and Viasys Services, Inc. from entering into the
Merrill  Amendments,  nor  shall  the  Company  be prohibited from executing and
delivering  the  Merrill  Guarantee.


                                       12
<PAGE>
     Section 7.6     Conduct of Business.
                     -------------------

     The Debtors will continue to engage, in an efficient and economical manner,
in  a  business  of the same general type as conducted by it on the date of this
Agreement.

     Section 7.7     Places of Business.
                     ------------------

     The  location of the Company's chief place of business is Atlanta, Georgia.
The  Company shall not change the location of its chief place of business, chief
executive office or any place of business disclosed to the Secured Party or move
any  of the Pledged Property from its current location without thirty (30) days'
prior  written  notice  to  the  Secured  Party  in  each  instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS
                                  -------------

     Section 8.1     Notices.
                     -------

     All  notices  or  other  communications  required  or permitted to be given
pursuant  to  this Agreement shall be in writing and shall be considered as duly
given  on:  (a)  the  date  of  delivery,  if delivered in person, by nationally
recognized  overnight  delivery  service  or  (b) five (5) days after mailing if
mailed  from  within  the  continental  United  States by certified mail, return
receipt  requested  to  the  party  entitled  to  receive  the  same:


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

With a copy to:              Paul, Hastings, Janofsky & Walker LLP
                             600 Peachtree Street, N.E., Suite 2400
                             Atlanta, GA  30308
                             Attention:   Karen K. Leach
                             Telephone:   404-815-2528
                             Facsimile:   404-685-5028

If to the Secured Party:     Highgate House Funds, Ltd
                             488 Madison Avenue
                             New York, NY 10022
                             Attention:   Adam S. Gottbetter, Esq.
                             Telephone:   212-400-6900
                             Facsimile:   212-400-6901


                                       13
<PAGE>
With a copy to:              Gottbetter & Partners, LLP
                             488 Madison Avenue
                             New York, NY 10022
                             Attention:   Jason M. Rimland, Esq.
                             Telephone:   212-400-6900
                             Facsimile:   212-400-6901

     Any  party  may  change  its  address  by  giving notice to the other party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant  to  this  Agreement.

     Section 8.2     Severability.
                     ------------

     If  any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall  attach only to such provision and
shall  not  in  any  manner  affect or render invalid or unenforceable any other
severable  provision  of this Agreement, and this Agreement shall be carried out
as  if  any  such  invalid or unenforceable provision were not contained herein.

     Section 8.3     Expenses.
                     --------

     In  the  event  of an Event of Default, the Debtors will pay to the Secured
Party  the  amount  of any and all reasonable expenses, including the reasonable
fees  and  expenses  of  its  counsel,  which  the  Secured  Party  may incur in
connection  with:  (i)  the  custody or preservation of, or the sale, collection
from,  or other realization upon, any of the Pledged Property; (ii) the exercise
or  enforcement of any of the rights of the Secured Party hereunder or (iii) the
failure  by  the  Debtors  to  perform  or observe any of the provisions hereof.

     Section 8.4     Waivers, Amendments, Etc.
                     -------------------------

     The  Secured  Party's  delay  or  failure at any time or times hereafter to
require  strict  performance  by  the Debtors of any undertakings, agreements or
covenants  shall  not  waive, affect, or diminish any right of the Secured Party
under  this Agreement to demand strict compliance and performance herewith.  Any
waiver  by  the  Secured Party of any Event of Default shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto  and whether of the same or a different type.  None of the undertakings,
agreements  and  covenants  of  the  Debtors contained in this Agreement, and no
Event  of Default, shall be deemed to have been waived by the Secured Party, nor
may  this  Agreement  be  amended,  changed  or  modified,  unless  such waiver,
amendment,  change  or  modification  is  evidenced  by an instrument in writing
specifying  such  waiver,  amendment,  change  or modification and signed by the
Secured  Party.


                                       14
<PAGE>
     Section 8.5     Continuing Security Interest.
                     ----------------------------

     This  Agreement  shall create a continuing security interest in the Pledged
Property  and  shall:  (i) remain in full force and effect until the Obligations
are  paid  in full at which time this Agreement shall terminate; (ii) be binding
upon  the  Debtor and their successors and heirs; and (iii) inure to the benefit
of  the  Secured  Party  and  its  successors  and assigns.  Notwithstanding the
foregoing,  this  Agreement shall terminate immediately in the event the Company
redeems,  or  the  Secured Party shall have converted, all amounts due under the
Convertible  Debentures.  Upon  the  termination  of  this Agreement, the Debtor
shall  be entitled to the return, at the Secured Party's expense, of such of the
Pledged  Property  as  shall  not  have been sold in accordance with Section 5.2
hereof  or  otherwise  applied  pursuant  to  the  terms  hereof.

     Section 8.6     Independent Representation.
                     --------------------------

     Each  party  hereto acknowledges and agrees that it has received or has had
the  opportunity to receive independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to  the  substance  of  this  Agreement.

     Section 8.7     Applicable Law:  Jurisdiction.
                     -----------------------------

     The  parties  hereto acknowledge that the transactions contemplated by this
Agreement and the exhibits hereto bear a reasonable relation to the State of New
York.  The  parties hereto agree that the internal laws of the State of New York
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 New York.  Service of
process  in  any  action  by  the  Secured  Party  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
Debtors  at  its  principal  address  set  forth  in  this  Agreement.

     Section 8.8     Waiver of Jury Trial.
                     --------------------

     AS  A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND  TO  MAKE  THE  FINANCIAL  ACCOMMODATIONS TO THE DEBTORS, THE DEBTORS HEREBY
WAIVE  ANY  RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO
THIS  AGREEMENT  AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

     Section 8.9     Entire Agreement.
                     ----------------

     This  Agreement  constitutes  the  entire  agreement  among the parties and
supersedes  any  prior agreement or understanding among them with respect to the
subject  matter  hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.


                                           COMPANY:
                                           CHARYS HOLDING COMPANY INC.

                                           By:
                                              ---------------------------------
                                           Name:  Billy Ray, Jr.
                                           Title:  Chief Executive Officer


                                           SECURED PARTY:
                                           HIGHGATE HOUSE FUNDS, LTD.

                                           By:
                                              ---------------------------------
                                           Name:  Adam S. Gottbetter
                                           Title:  Portfolio Manager

                                           SUBSIDIARIES:
                                           VIASYS NETWORK SERVICES, INC.

                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:


                                           PERSONNEL RESOURCES OF GEORGIA, INC.

                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:


                                           VIASYS SERVICES, INC.

                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:


                                       16
<PAGE>
                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY
                         ------------------------------

     For  the purpose of securing prompt and complete payment and performance by
the  Debtors  of  all  of  the  Obligations,  the  Debtors  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and  to,  and  lien  upon,  the  following  Pledged  Property  of  the  Debtors:

          (a)     all  goods  of  the  Debtors,  including,  without limitation,
machinery,  equipment,  furniture,  furnishings, fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of  every  kind  and description, now or
hereafter owned by the Debtors or in which the Debtors may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and  proceeds  thereof,  arising from the sale or disposition thereof, and where
applicable,  the  proceeds  of insurance and of any tort claims involving any of
the  foregoing;

          (b)     all  inventory  of the Debtors, including, but not limited to,
all  goods,  wares,  merchandise,  parts,  supplies,  finished  products,  other
tangible  personal  property,  including such inventory as is temporarily out of
Debtors'  custody  or  possession and including any returns upon any accounts or
other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition  of  any  of  the  foregoing;

          (c)     all  contract  rights  and general intangibles of the Debtors,
including,  without limitation, goodwill, trademarks, trade styles, trade names,
leasehold  interests, partnership or joint venture interests, patents and patent
applications,  copyrights,  deposit  accounts  whether  now  owned  or hereafter
created;

          (d)     all  documents,  warehouse  receipts,  instruments and chattel
paper  of  the  Debtors  whether  now  owned  or  hereafter  created;

          (e)     all accounts and other receivables, instruments or other forms
of  obligations  and  rights  to  payment  of  the  Debtors (herein collectively
referred  to  as  "Accounts"),  together  with  the  proceeds thereof, all goods
                   --------
represented  by  such  Accounts  and  all such goods that may be returned by the
Debtors'  customers,  and  all  proceeds  of  any  insurance  thereon,  and  all
guarantees,  securities  and liens which the Debtors may hold for the payment of
any  such  Accounts  including,  without  limitation,  all rights of stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Debtors  represents  and  warrants  will  be  bona fide and existing
obligations of its respective customers, arising out of the sale of goods by the
Debtors  in  the  ordinary  course  of  business;

          (f)     to the extent assignable, all of the Debtors' rights under all
present  and  future  authorizations, permits, licenses and franchises issued or
granted  in  connection  with  the  operations  of  any  of  its  facilities;


          (g)     all  products  and  proceeds  (including,  without limitation,
insurance  proceeds)  from  the  above-described  Pledged  Property.


Notwithstanding the foregoing, the security interest granted by the Debtors in
the following Pledged Property shall be subject to the prior security interests
held or to be held by third parties as follows (the "Existing Liens"):


                                      A-17
<PAGE>
Upon the closing of the transaction contemplated by the Stock Purchase Agreement
(the "Viasys Transaction") between Charys Holding Company Inc. and New Viasys
Holdings, LLC ("Seller"), Charys will grant a security interest in the following
assets to Seller: (i) that certain Facilities Maintenance Agreement, dated as of
January 27, 1992, and as amended as of November 2, 2005, between Georgia
Electric Company (n/k/a VSI) and Cooper Tire & Rubber Co.; (ii) gross revenues
and receipts, money, securities and all proceeds derived from such contract;
(iii) all claims of VSI against Cooper Tire & Rubber Co. relating to or arising
out of such contract; (iv) all of the issued and outstanding shares of capital
stock of each of Viasys Services, Inc. and Viasys Network Services, Inc. (the
"Shares") together with the certificates, if any, evidencing the Shares, and (v)
all moneys, property or securities resulting from a reorganization,
reclassification or other similar transaction or otherwise received in exchange
for the Shares, and any warrants, rights or options issued to the holder of, or
otherwise in respect of, the Shares; provided that the Seller's security
interests are subordinate to those of the Secured Party in the amount of
$2,200,000.

Notwithstanding the foregoing, no security interest shall be granted by the
Debtors in the following (the "Excluded Assets"):

Upon the closing of the Viasys Transaction, Charys will grant a security
interest in the following assets to Seller: (i) all contract and other rights in
and to the VA Job; (ii) all general intangibles, including goodwill, relating to
the VA Job; (iii) all accounts receivable relating to the VA Job; (iii) gross
revenues and receipts, money, securities and all Proceeds derived from the VA
Job; and (iv) all machinery, equipment, furniture, fixtures, motor vehicles
(collectively "Tangible Assets") listed on Schedule 1 to the Security Agreement,
and all Tangible Assets and all insurance proceeds and products thereof now
owned or hereafter acquired and relating to the VA Job; (v) all claims of Debtor
against third parties, including, without limitation, against the Commonwealth
of Virginia Department of Transportation, relating to or arising out of the VA
Job.

                                      A-18
<PAGE>
                                    EXHIBIT D

                         ESCROW SHARES ESCROW AGREEMENT
                         ------------------------------


                                        1
<PAGE>
                                    EXHIBIT E

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                     ---------------------------------------


                                        1
<PAGE>
                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                November 17, 2005

Fidelity Transfer Company
1800 S. West Temple, Suite 301
Salt Lake City, Utah 84115
Attention: Heidi Sadowski


     RE:     CHARYS  HOLDING  COMPANY  INC.

Ladies  and  Gentlemen:

Reference is made to that certain Securities Purchase Agreement (the "Securities
                                                                      ----------
Purchase  Agreement")  dated  November  16,  2005  by and between Charys Holding
-------------------
Company  Inc., a Delaware corporation (the "Company"), and Highgate House Funds,
                                            -------
Ltd.  (the "Buyer") and that certain Escrow Shares Escrow Agreement (the "Escrow
            -----                                                         ------
Agreement")  of even date herewith among the Company, the Buyer and Gottbetter &
---------
Partners, LLP, as escrow agent (the "Escrow Agent").  Pursuant to the Securities
                                     ------------
Purchase  Agreement,  the  Company  shall sell to the Buyer, and the Buyer shall
purchase  from  the  Company,  one  or more convertible debentures (collectively
referred to herein as the "Debenture") in the aggregate principal amount of Four
                           ---------
Million  Dollars ($4,000,000), plus accrued interest, which are convertible into
shares  of  the  Company's common stock, par value $0.001 per share (the "Common
                                                                          ------
Stock"),  at  the  Buyer's  discretion  unless  earlier  redeemed in full by the
-----
Company.  These  instructions  relate  to  the following stock or proposed stock
issuances  or  transfers:

     1.   The  Company  has  agreed  to  issue  to the Buyer (i) up to 6,666,666
          shares  of  Common Stock upon conversion of the Debenture ("Conversion
                                                                      ----------
          Shares")  including  the  shares  of  Common Stock to be issued to the
          ------
          Buyer  upon  conversion of accrued interest into Common Stock and (ii)
          1,000,000  shares  of  Common  Stock  upon exercise of the Warrant (as
          defined  in  the Securities Purchase Agreement) (the "Warrant Shares")
                                                                --------------
          if and to the extent required under the Securities Purchase Agreement.

     2.   The  Company has issued 20,000,000 shares of Common Stock (the "Escrow
                                                                         -------
          Shares")  in the Buyer's name that have been or are being delivered to
          -----
          the Escrow Agent pursuant to the Securities Purchase Agreement and the
          Escrow  Agreement.

This letter shall serve as our irrevocable authorization and direction to
Fidelity Transfer Company (the "Transfer Agent") to do the following:
                                --------------


                                        1
<PAGE>
     1.   Conversion  Shares.

          a.   Instructions  Applicable  to  Transfer Agent. With respect to the
               Conversion  Shares  and  the  Warrant  Shares, the Transfer Agent
               shall  issue  the  Conversion Shares or the Warrant Shares to the
               Buyer  from time to time upon delivery to the Transfer Agent of a
               properly  completed  and  duly  executed  Conversion  Notice (the
               "Conversion  Notice"),  in the form attached hereto as Exhibit I,
               -------------------                                    ---------
               delivered  on  behalf of the Company to the Transfer Agent by the
               Escrow  Agent or a properly completed and duly executed notice of
               exercise  substantially  in the form attached to the Warrant (the
               "Exercise  Notice"),  respectively. Unless the Company shall have
               delivered  in  good  faith  its  notice  of objection only to the
               calculation  of  the  Conversion Shares to the Transfer Agent and
               Escrow  Agent  within  one (1) business day of its receipt of the
               Conversion  Notice,  upon  receipt  of  a  Conversion  Notice  or
               Exercise  Notice,  the  Transfer  Agent  shall  within  three (3)
               Trading  Days  thereafter  (i)  issue  and  surrender to a common
               carrier for overnight delivery to the address as specified in the
               Conversion  Notice  or  Exercise  Notice,  a  certificate  or
               certificates,  registered  in  the  name  of  the  Buyer  or  its
               designees,  for the number of shares of Common Stock to which the
               Buyer  shall be entitled as set forth in the Conversion Notice or
               Exercise  Notice  or  (ii)  provided  that  the Transfer Agent is
               participating  in  The  Depository  Trust  Company  ("DTC")  Fast
                                                                     ---
               Automated  Securities  Transfer  Program, upon the request of the
               Buyer,  credit such aggregate number of shares of Common Stock to
               which  the  Buyer  shall  be  entitled  to  the  Buyer's  or  its
               designees'  balance  account  with  DTC  through  their  Deposit
               Withdrawal At Custodian ("DWAC") system provided the Buyer causes
                                         ----
               its bank or broker to initiate the DWAC transaction. For purposes
               hereof  "Trading  Day"  shall  mean  any  day on which the Nasdaq
                        ------------
               National  Market  is  open  for  customary  trading.

          b.   The  Company  hereby confirms to the Transfer Agent and the Buyer
               that  certificates representing the Conversion Shares and Warrant
               Shares  shall not bear any legend restricting transfer and should
               not  be  subject  to  any  stop-transfer  restrictions  and shall
               otherwise  be freely transferable on the books and records of the
               Company;  provided  that  counsel to the Company delivers (i) the
               Notice  of  Effectiveness set forth in Exhibit II attached hereto
                                                      ----------
               and  (ii)  an opinion of counsel in the form set forth in Exhibit
                                                                         -------
               III  attached  hereto,  and that if the Conversion Shares and the
               ---
               Warrant Shares are not registered for resale under the Securities
               Act  of  1933,  as  amended  (the  "Securities  Act"),  then  the
               provisions  of paragraph 1(a)(ii), above, shall not be applicable
               until  such  shares  are registered, and the certificates for the
               Conversion  Shares  and  Warrant  Shares  shall  bear a legend in
               substantially  the  following  form:

               "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR
               APPLICABLE  STATE  SECURITIES  LAWS.  THE  SECURITIES  HAVE  BEEN
               ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE, SOLD,
               TRANSFERRED  OR  ASSIGNED  IN


                                        2
<PAGE>
               THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
               SECURITIES  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR
               APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A
               FORM  REASONABLY  ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
               NOT  REQUIRED  UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS
               OR  UNLESS  SOLD  PURSUANT  TO  RULE  144  UNDER  SAID  ACT."

               In  the  event such number of Conversion Shares or Warrant Shares
               are  issued  to the Buyer such that the Buyer would be considered
               an  "affiliate"  of  the Company as defined under Rule 144 of the
               Securities Act or in the event the Transfer Agent determines that
               the  Buyer  would  otherwise  be  considered  an affiliate of the
               Company  under  Rule  144  of  the  Securities  Act,  then  the
               certificates  for  the  Conversion  Shares  and/or Warrant Shares
               shall  bear  a  legend  in  substantially  the  following  form:

               THE  REGISTERED  HOLDER  OF  THE  SHARES  REPRESENTED  BY  THIS
               CERTIFICATE  MAY BE AN AFFILIATE (AS SUCH TERM IS DEFINED BY RULE
               144 ("RULE 144") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
               AMENDED (THE "SECURITIES ACT")) OF THE COMPANY. IF SUCH HOLDER IS
               AN  AFFILIATE  OF  THE  COMPANY,  THESE  SHARES MAY ONLY BE SOLD,
               TRANSFERRED  OR  ASSIGNED  PURSUANT  TO AN EFFECTIVE REGISTRATION
               STATEMENT  UNDER  THE  SECURITIES  ACT  OR IN ACCORDANCE WITH THE
               TERMS  OF  RULE  144 OR ANOTHER EXEMPTION FROM REGISTRATION UNDER
               THE  SECURITIES  ACT.

               The  Transfer Agent herby acknowledges that the Escrow Shares are
               not  held  by  an  affiliate,  as  defined  under Rule 144 of the
               Securities  Act, and that, as such, the foregoing legend will not
               be  included  on any certificate or certificates representing the
               Escrow Shares so long as such Escrow Shares are held in escrow by
               the  Escrow  Agent  under  the  Escrow  Agreement.

          c.   In  the  event  that  counsel  to the Company fails or refuses to
               render  an  opinion as required to issue the Conversion Shares or
               Warrant Shares in accordance with the preceding paragraph (either
               with  or  without  restrictive  legends, as applicable), then the
               Company irrevocably and expressly authorizes counsel to the Buyer
               to  render  such  opinion. The Transfer Agent shall accept and be
               entitled  to rely on such opinion for the purposes of issuing the
               Conversion  Shares  and  Warrant  Shares.

          d.   Instructions  Applicable to Escrow Agent. Upon the Escrow Agent's
               receipt  of  a  properly  completed  Conversion Notice and/or the
               Exercise  Notice,  the Escrow Agent shall, within one (1) Trading
               Day  thereafter,  send  to the Transfer Agent a Conversion Notice
               and/or the Exercise Notice in the form attached hereto as Exhibit
                                                                         -------
               I,  which  shall  constitute  an  irrevocable  instruction to the
               -
               Transfer  Agent  to  process such Conversion Notice in accordance
               with


                                        3
<PAGE>
               the  terms  of  these  instructions. The Transfer Agent shall not
               process  such  Conversion  Notice  to  the extent the Company has
               delivered  a  written  objection  delivered  in good faith by the
               Company  as  to  only the calculation of the Conversion Shares to
               the  Transfer  Agent  and  the  Escrow  Agent.

     2.   Escrow  Shares.

          a.   If the Escrow Agent sends the Escrow Shares to the Transfer Agent
               for  removal  of  the  restrictive  legend,  the  Company  hereby
               confirms  that  the  Transfer  Agent  shall reissue to the Escrow
               Agent  the  Escrow  Shares  which  shall  not  bear  any  legend
               restricting  transfer  and  should  not  be  subject  to  any
               stop-transfer  restrictions  and  shall  otherwise  be  freely
               transferable  on  the  books and records of the Company; provided
               that  counsel  to  the  Company  delivers  (i)  the  Notice  of
               Effectiveness set forth in Exhibit II attached hereto and (ii) an
                                          ----------
               opinion  of counsel in the form set forth in Exhibit III attached
                                                            -----------
               hereto,  or counsel to the Company shall issue a legal opinion to
               the  Company's  Transfer  Agent  that the legend shall be removed
               pursuant  to  Rule 144, Rule 144(k) or applicable requirements of
               the  Securities  Act.

          b.   In  the  event  that  counsel  to the Company fails or refuses to
               render  an  opinion  as  required  to  issue the Escrow Shares in
               accordance  with  the preceding paragraph (either with or without
               restrictive legends, as applicable), then the Company irrevocably
               and  expressly  authorizes  counsel  to  the Buyer to render such
               opinion.  The Transfer Agent shall accept and be entitled to rely
               on  such  opinion  for  the purposes of issuing the Escrow Shares
               without  a  legend.

     3.   All  Shares.

          a.   The  Transfer  Agent  shall reserve for issuance to the Buyer the
               Conversion  Shares  and  Warrant  Shares.  All  such shares shall
               remain  in  reserve  with  the  Transfer  Agent  until  the Buyer
               provides  the  Transfer Agent instructions that the shares or any
               part of them shall be taken out of reserve and shall no longer be
               subject  to  the terms of these instructions. Notwithstanding the
               foregoing,  in  the  event  the  Company  redeems the Convertible
               Debenture  in  full prior to any conversion thereof by the Buyer,
               the  Conversion Shares shall be taken out of reserve upon receipt
               by  the  Transfer  Agent  of  the Company's Redemption Notice and
               evidence  of  payment  of  the  Redemption  Price,  whereupon the
               Conversion  Shares  shall  no  longer  be subject to the terms of
               these  instructions  and  the  Escrow  Agent  shall  deliver  the
               certificates  therefor  to  the  Company  for  cancellation.

          b.   Unless  the  Company  has delivered its written objection in good
               faith  as  only to the calculation of the Conversion Shares under
               Section  1(a) above, the Transfer Agent shall rely exclusively on
               the  Conversion  Notice  and  Exercise  Notice  and shall have no
               liability for relying on such instructions. Any Conversion Notice
               delivered  hereunder  shall constitute an irrevocable instruction
               to  the  Transfer  Agent  to  process  such  notice or notices in


                                        4
<PAGE>
               accordance  with  the  terms  thereof subject only to any written
               objection  of the Company delivered to the Transfer Agent and the
               Escrow  Agent.  Such  notice or notices may be transmitted to the
               Transfer  Agent  by  facsimile  or  any  commercially  reasonable
               method.


          c.   The  Company  hereby confirms to the Transfer Agent and the Buyer
               that  no  instructions  other than as contemplated herein will be
               given  to  Transfer  Agent  by  the  Company  with respect to the
               matters  referenced  herein.  The  Company  hereby authorizes the
               Transfer  Agent,  and  the  Transfer Agent shall be obligated, to
               disregard  any  contrary instructions received by or on behalf of
               the Company; provided that the Transfer Agent shall not disregard
               any  written  notice  delivered  by  the  Company  within one (1)
               business day of its receipt of the Conversion Notice objecting to
               only  the  calculation  of  the Conversion Shares and such shares
               shall  not  be issued until any dispute regarding the calculation
               of  the  Conversion  Shares  is  resolved  among  the  parties.

     Certain  Notice  Regarding  the  Escrow Agent. The Company and the Transfer
Agent  hereby acknowledge that the Escrow Agent is general counsel to the Buyer,
the  managing partner of the Escrow Agent is a director of the Buyer and counsel
to  the  Buyer  in  connection  with  the transactions contemplated and referred
herein. The parties agree that in the event of any dispute arising in connection
with this Agreement or otherwise in connection with any transaction or agreement
contemplated  and  referred  herein,  the Escrow Agent shall not be permitted to
continue  to  represent  the  Buyer  in  any dispute between the Company and the
Buyer.

     The  Company  hereby agrees that it shall not replace the Transfer Agent as
the  Company's  Transfer  Agent  without  the prior written consent of the Buyer
unless  otherwise  permitted  by  the  Securities  Purchase  Agreement.

     Any  attempt  by  Transfer  Agent to resign as the Company's transfer agent
hereunder  shall not be effective until such time as the Company provides to the
Transfer Agent written notice that a suitable replacement has agreed to serve as
transfer  agent and to be bound by the terms and conditions of these Irrevocable
Transfer  Agent  Instructions;  provided,  however,  that  if  no  such suitable
replacement  has  so  agreed  within  thirty (30) days following the date of the
Transfer  Agent's  resignation, such resignation will be considered effective at
midnight,  Eastern  Time,  on  such  thirtieth  (30th)  day.

     The  Company  and  the  Transfer  Agent hereby acknowledge and confirm that
complying  with  the terms of this Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it  may  owe  to  the  Company.

     The Company and the Transfer Agent acknowledge that the Buyer is relying on
the  representations  and  covenants  made by the Company and the Transfer Agent
hereunder  and  such  representations and covenants are a material inducement to
the  Buyer  purchasing  convertible  debentures  under  the  Securities Purchase
Agreement.  The  Company and the Transfer Agent further acknowledge that without
such  representations  and  covenants of the Company and the Transfer Agent made
hereunder,  the  Buyer  would  not  purchase  the  Debentures.


                                        5
<PAGE>
     Each party hereto specifically acknowledges and agrees that in the event of
a  breach  or  threatened  breach by a party hereto of any provision hereof, the
Buyer will be irreparably damaged and that damages at law would be an inadequate
remedy  if  these  Irrevocable Transfer Agent Instructions were not specifically
enforced.  Therefore,  in  the event of a breach or threatened breach by a party
hereto,  including,  without limitation, the attempted termination of the agency
relationship  created  by  this  instrument,  the  Buyer  shall  be entitled, in
addition  to  all  other  rights  or remedies, to an injunction restraining such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these  Irrevocable  Transfer  Agent  Instructions.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                        6
<PAGE>
IN  WITNESS  WHEREOF,  the  parties  have caused this letter agreement regarding
Irrevocable  Transfer Agent Instructions to be duly executed and delivered as of
the  date  first  written  above.

                                                COMPANY:


                                                CHARYS HOLDING COMPANY INC.

                                                By:
                                                   ----------------------------
                                                Name:  Raymond J. Smith
                                                Title:  Chief Financial Officer


                                                GOTTBETTER & PARTNERS, LLP

                                                By:
                                                   ----------------------------
                                                Name:  Adam S. Gottbetter
                                                Title:    Managing Partner


                                                FIDELITY TRANSFER COMPANY, INC.


                                                By:
                                                   ----------------------------
                                                Name:
                                                     --------------------------
                                                Title:
                                                       ------------------------


                                                HIGHGATE HOUSE FUNDS, LTD

                                                By:
                                                   ----------------------------
                                                Name:  Adam S. Gottbetter
                                                Title:    Portfolio Manager


                                        7
<PAGE>
                                    EXHIBIT I
                                    ---------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

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

Reference is made to the Securities Purchase Agreement (the "Securities Purchase
                                                             -------------------
Agreement")  between  Charys Holding Company Inc., (the "Company"), and Highgate
---------                                                -------
House  Funds,  Ltd. dated November 16, 2005.  In accordance with and pursuant to
the  Securities  Purchase  Agreement,  the  undersigned hereby elects to convert
convertible  debentures  into shares of common stock, par value $0.001 per share
(the  "Common  Stock"),  of the Company for the amount indicated below as of the
       -------------
date  specified  below.

<TABLE>
<CAPTION>
<S>                                                        <C>

Conversion Date:
                                                           -------------------------------

Amount to be converted:                                    $
                                                           -------------------------------

Conversion Price (indicate the basis therefor):            $
                                                           -------------------------------

Shares of Common Stock Issuable:
                                                           -------------------------------

Amount of Debenture unconverted:                           $
                                                           -------------------------------

Amount of Interest Converted:                              $
                                                           -------------------------------

Conversion Price of Interest (using same basis as above):  $
                                                           -------------------------------

Shares of Common Stock Issuable:


Total Number of shares of Common Stock to be issued:

</TABLE>

Please  issue  the  shares  of  Common  Stock  in  the following name and to the
following  address:

<TABLE>
<CAPTION>
<S>                                                  <C>

Issue to:
                                                     -------------------------------------

Authorized Signature:
                                                     -------------------------------------

Name:
                                                     -------------------------------------

Title:
                                                     -------------------------------------

Phone #:
                                                     -------------------------------------


                                  EXHIBIT I-1
<PAGE>
Broker DTC Participant Code:
                                                     -------------------------------------

Account Number*:
                                                     -------------------------------------
</TABLE>


     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


                                  EXHIBIT I-2
<PAGE>
                                   EXHIBIT II
                                   ----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                         FORM OF NOTICE OF EFFECTIVENESS
                         -------------------------------
                            OF REGISTRATION STATEMENT
                            -------------------------


__________, 2006

Fidelity Transfer Company
1800 S. West Temple, Suite 301
Salt Lake City, Utah 84115
Attention:

RE:     CHARYS HOLDING COMPANY INC.

Ladies  and  Gentlemen:

     We  are  counsel  to Charys Holding Company Inc., (the "Company"), and have
                                                             -------
represented  the  Company  in  connection  with that certain Securities Purchase
Agreement,  dated as of November 16, 2005 (the "Securities Purchase Agreement"),
                                                -----------------------------
entered  into  by  and  among  the  Company  and Highgate House Funds, Ltd. (the
"Buyer")  pursuant to which the Company has agreed to sell to the Buyer (i) Four
Million Dollars ($4,000,000) of secured convertible debentures (the "Convertible
                                                                     -----------
Debenture"), which shall be convertible into shares (the "Conversion Shares") of
---------                                                 -----------------
the  Company's  common  stock,  par value $0.001 per share (the "Common Stock"),
                                                                 ------------
(ii)  1,000,000 shares of Common Stock pursuant to a warrant (the "Warrants") in
                                                                   --------
accordance  with  the  terms  of the Securities Purchase Agreement (the "Warrant
                                                                         -------
Shares").  The  Company  has  delivered  to  the  Escrow  Agent  an aggregate of
------
20,000,000 shares of Common Stock to be held in escrow (the "Escrow Shares") for
purposes  of  effectuating  the delivery of the Conversation Shares and Warrants
Shares  upon  conversion  and/or  exercise  of  the  Convertible  Debenture  and
Warrants,  as  the  case may be.  Pursuant to the Securities Purchase Agreement,
the  Company  also has entered into a Registration Rights Agreement, dated as of
November 16, 2005, with the Buyer (the "Investor Registration Rights Agreement")
                                        --------------------------------------
pursuant  to  which  the  Company agreed, among other things, to provide certain
registration rights with respect to the Conversion Shares, the Escrow Shares and
the  Warrant  Shares  under  the  Securities  Act of 1933, as amended (the "1933
                                                                            ----
Act").  In  connection  with  the  Company's  obligations  under  the Securities
---
Purchase  Agreement and the Registration Rights Agreement, on _______, 2005, the
Company  filed  a  Registration  Statement  (File  No.  ___-_________)  (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
------------------------
"SEC")  relating to the sale of the Conversion Shares, the Escrow Shares and the
 ---
Warrant  Shares.

     In  connection  with  the  foregoing,  we  advise the Transfer Agent that a
member  of  the SEC's staff has advised us by telephone that the SEC has entered
an  order  declaring  the Registration Statement effective under the 1933 Act at
____  P.M.  on  __________,  2006  and  we


                                  EXHIBIT II-1
<PAGE>
have no knowledge, after telephonic inquiry of a member of the SEC's staff, that
any  stop  order  suspending  its  effectiveness  has  been  issued  or that any
proceedings  for  that purpose are pending before, or threatened by, the SEC and
the  Conversion  Shares  and the Warrant Shares are available for sale under the
1933  Act  pursuant  to  the  Registration  Statement.


     The  Buyer  has  confirmed  it  shall  comply  with all securities laws and
regulations  applicable  to  it  including  applicable  prospectus  delivery
requirements  upon  sale  of  the  Conversion  Shares  and  the  Warrant Shares.


                                      Very  truly  yours,




                                      By:
                                          -----------------------------------


                                  EXHIBIT II-2
<PAGE>
                                   EXHIBIT III
                                   -----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                FORM OF INSTRUCTIONS REGARDING REMOVAL OF LEGEND
                ------------------------------------------------


____________, 2006

VIA FACSIMILE AND REGULAR MAIL
------------------------------

Fidelity Transfer Company
1800 S. West Temple, Suite 301
Salt Lake City, Utah 84115
Attention:

     RE:     CHARYS HOLDING COMPANY INC.

Ladies and Gentlemen:

We  have  acted  as  counsel  to Charys Holding Company Inc. (the "Company"), in
                                                                   -------
connection  with  the  registration  of  ___________shares (the "Shares") of its
                                                                 ------
common  stock  with the Securities and Exchange Commission (the "SEC").  We have
                                                                 ---
not acted as your counsel.  These instructions are given at the request and with
the  consent  of  the  Company.

In  rendering these instructions we have relied on the accuracy of the Company's
Registration  Statement on Form SB-2, as amended (the "Registration Statement"),
                                                       ----------------------
filed by the Company with the SEC on _________ ___, 2006.  The Company filed the
Registration  Statement  on behalf of certain selling stockholders (the "Selling
                                                                         -------
Stockholders").  These  instructions  relate  solely to the Selling Shareholders
------------
listed  on  Exhibit  "A"  hereto  and  number  of Shares set forth opposite such
 -          ------------
Selling  Stockholders'  names.  The  SEC  declared  the  Registration  Statement
effective  on  __________  ___,  2006.

We  understand  that  the  Selling Stockholders acquired the Shares in a private
offering  exempt from registration under the Securities Act of 1933, as amended.
Information  regarding  the  Shares  to be resold by the Selling Shareholders is
contained  under  the  heading  "Selling  Stockholders"  in  the  Registration
Statement,  which  information  is  incorporated  herein  by  reference.  These
instructions  do  not  relate  to  the  issuance  of  the  Shares to the Selling
Stockholders.  The  instructions set forth herein relate solely to the resale or
transfer  by  the  Selling  Stockholders  pursuant to the Registration Statement
under  the  Federal laws of the United States of America.  We do not express any
views  concerning  any  law  of  any  state  or  other  jurisdiction.

In  rendering  these  instructions  we  have  relied  upon  the  accuracy of the
foregoing  statements.


                                  EXHIBIT III-1
<PAGE>
Based  on  the  foregoing,  you are advised that the Shares have been registered
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  and  that  the Transfer Agent may issue the Shares without restrictive
legends  or  the  Transfer Agent may remove the restrictive legends contained on
the  Shares.  These instructions relate solely to the number of Shares set forth
opposite  the  Selling  Stockholders  listed  on  Exhibit  "A"  hereto.
                                                  ------------

These  instructions  are  furnished to Transfer Agent specifically in connection
with  the  issuance  of the Shares, and solely for your information and benefit.
This  letter  may  not be relied upon by Transfer Agent in any other connection,
and  it  may  not  be  relied upon by any other person or entity for any purpose
without  our  prior written consent.  This letter may not be assigned, quoted or
used  without  our prior written consent.  The instructions set forth herein are
rendered  as  of  the  date hereof and we will not supplement these instructions
with  respect  to  changes  in the law or factual matters subsequent to the date
hereof.

Very truly yours,


                                  EXHIBIT III-2
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                         (LIST OF SELLING STOCKHOLDERS)
                         ------------------------------


NAME:                                                NO. OF SHARES:
---------------------------------------------------  ---------------------------


<PAGE>
                                    EXHIBIT F

                              CONVERSION PROCEDURES


     1.     At  any  time  following  one  hundred  twenty  (120)  days from the
Closing,  and  from  time  to time thereafter during the term of the Convertible
Debenture,  the  Holder  may  deliver  to  the  Escrow  Agent  written notice (a
"Conversion  Notice")  that  it has elected to convert the Convertible Debenture
 ------------------
registered in the name of such Holder in whole or in part in accordance with the
terms  of  the  Convertible  Debenture and the Conversion Notice shall be in the
form  annexed  as Exhibit A to the Convertible Debenture.  A fee of $50, payable
                  ---------
by  the  Holder, shall accompany every Conversion Notice delivered to the Escrow
Agent.

     2.     The  Holder  shall  send  by  fax  or e-mail the executed Conversion
Notice  to  the  Escrow Agent (with a copy to the Company) by 4:00 p.m. New York
time  at  least one business day prior to the Conversion Date (as defined in the
Convertible  Debenture).  The  Escrow  Agent shall send the Conversion Notice by
facsimile or e-mail address to the Company by the end of the business day on the
day  received, assuming received by 6:00 p.m. New York time and if thereafter on
the  next  business day, at the facsimile telephone number or e-mail address, as
the  case  may  be,  of  the  principal  place of business of the Company.  Each
Company  Conversion  Notice  price adjustment under Article V of the Convertible
Debenture shall be given by facsimile addressed to the Holder of the Convertible
Debenture  at  the  facsimile  telephone  number of such Holder appearing on the
books  of  the Company as provided to the Company by such Holder for the purpose
of  such  Company  Conversion Notice price adjustment, with a copy to the Escrow
Agent.  Any  such  notice  shall  be  deemed  given  and  effective  upon  the
transmission  of  such  facsimile or e-mail at the facsimile telephone number or
e-mail  address, as the case may be, specified in this paragraph 2 (with printed
confirmation  of transmission).  In the event that the Escrow Agent receives the
Conversion  Notice after 4:00 p.m. New York time, the Conversion Notice shall be
deemed  to  have  been received on the next business day.  In the event that the
Company receives the Conversion Notice after the end of the business day, notice
will  be  deemed  to  have  been  given  the  next  business  day.

     3.     The Company shall have one (1) business day from transmission of the
Conversion  Notice  by the Escrow Agent to object only to the calculation of the
number  of  Conversion Shares to be released out of the Escrow Shares being held
for  such  purpose.  If  the  Company  fails to object to the calculation of the
number  of Conversion Shares to be released out of the Escrow Shares within said
time,  then  the  Company  shall be deemed to have waived any objections to said
calculation.  The  Company's  only basis for any objection hereunder shall be to
the  calculation  of  the  number of Conversion Shares to be released out of the
Escrow  Shares.  If  the  Escrow  Agent  does  not receive said objection notice
within  the  time period set forth above from the Company, and provided that the
Purchaser  does  not revoke such conversion, the Escrow Agent shall release from
escrow  and  deliver  to the Holder certificates or instruments representing the
number  of  Conversion  Shares  issuable  to  the Holder in accordance with such
conversion  on  the  second  business day from the receipt by the Company of the
Conversion Notice.  In the event that the certificates evidencing the Conversion
Shares  held  by  the Escrow Agent are not in denominations appropriate for such
delivery  to  the  Holder,  the  Escrow  Agent  shall  request  the


                                        1
<PAGE>
Company  to  cause  its  transfer agent and registrar to reissue certificates in
smaller  denominations.  The Escrow Agent shall, however, immediately release to
the  requesting Holder certificates representing such lesser number of shares as
the  denominations  in  its possession will allow that is closest to but no more
than  the  actual  number  to  be  released to such Holder.  Upon receipt of the
reissued  shares  in lesser denominations from the Company's transfer agent, the
Escrow  Agent shall release to such Holder the balance of the shares due to such
Holder.

     4.     The  Holder  shall  send  the  original  Convertible  Debenture  and
Conversion  Notice  to  the Escrow Agent via FedEx or other commercial overnight
courier,  along  with  a  fee of $50, instructions regarding names and amount of
certificates  for  the  issuance of the Conversion Shares, and, if conversion is
not  in  full,  instructions  as  to  the  re-issuance  of  the  balance  of the
Convertible  Debenture;  provided,  however, that if the Escrow Agent is holding
                         --------   -------
the  Convertible  Debenture, then the Conversion Notice may be faxed or e-mailed
and  the  fee  may  be  transmitted  via wire transfer to the Escrow Agent.  The
Escrow  Agent shall deliver the foregoing to the Company within one (1) business
day  of  the Escrow Agent's receipt thereof.  In the event that the Escrow Agent
has  custody  of  the  Convertible  Debenture, the Escrow Agent shall notify the
Company  and  the  Holder in writing of the balance of the Convertible Debenture
remaining  and  the  Company  and  the  Holder  shall acknowledge such notice in
writing,  in  lieu  of  issuance of a new Convertible Debenture for the balance.

     5.     If  the Company will be issuing a new Convertible Debenture, it will
send  such  new  Convertible  Debenture to the Escrow Agent by overnight courier
within  five  (5)  business  days  of  its  receipt  of the original Convertible
Debenture  and  Conversion  Notice.  The  Escrow Agent shall send the Conversion
Shares  to  the  Holder  in accordance with Holder's instructions within one (1)
business  day  of  receipt  of  the  Conversion  Notice  and  will  send the new
Convertible  Debenture  (if  any)  to  the  Holder  upon  receipt.

     6.     The  Escrow  Agent  agrees  to  notify  the  Company  in  writing by
facsimile  or  e-mail  each  time the Escrow Agent releases Escrow Shares to the
Holder,  such  notice  to  be  given at least one (1) business day prior to such
release.

     7.     Notwithstanding  any of the foregoing provisions to the contrary, in
the  event  the  Company  shall  have  redeemed  the  Convertible  Debenture  in
accordance with Section 1.04 thereof, the Escrow Agent shall release back to the
Company  all  of  the Escrow Shares otherwise held in the escrow account for the
purpose  of  effectuating  the  conversion  of  the Convertible Debenture.  Said
Escrow  Shares  shall be distributed to the Company within  one (1) business day
of  the  Escrow  Agent's receipt of a copy of the Redemption Notice delivered by
the  Company  to  the Holder together with evidence of payment of the Redemption
Price.  The Escrow Agent shall be permitted to retain an aggregate of 750,000 of
the Escrow Shares for purposes of effectuating the exercise by the Holder of the
First  Warrants and, if applicable, an aggregate of 250,000 of the Escrow Shares
for  purposes of effectuating the exercise by the Holder of the Second Warrants.

     8.     The  procedures  set  forth in this Exhibit F shall be applicable to
any  exercise  by  the Holder of the Warrants and, in that regard, references to
"Conversion  Notice" shall mean "Notice of Exercise" in the form attached to the
certificate  for  such  Warrants and references to "Convertible Debenture" shall
mean  the  Warrants.


                                        2
<PAGE>
                                    EXHIBIT G
                                    ---------

                                     WARRANT


                                        1
<PAGE>
               VOID AFTER 5:00 P.M., NEW YORK TIME ON NOVEMBER 17, 2008
                  WARRANT TO PURCHASE 200,000 SHARES OF 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
Highgate  House  Funds,  Ltd,  a  Cayman Islands company and/or its assigns (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 November 16, 2005 (the "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  Exhibit  F  to  the  Purchase  Agreement.

     "Exercise  Price"  shall  mean  the  Fixed Price per share of Common Stock,
subject  to  adjustment  as  provided  herein.

     "Expiration  Date"  shall  mean  5:00  p.m. (New York time) on November 16,
2008.

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


<PAGE>
     "Fixed  Price" shall mean US$0.25 or if the First Convertible Debenture (as
defined  in  the Purchase Agreement) is not redeemed by the Exclusive Redemption
Date  (as  defined  in  the  Purchase  Agreement)  shall  mean  US$.01.

     "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, 200,000
shares  of 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.

     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  10,000  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 Common
Stock  and  the Exercise Price on the Exercise Date. Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) 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.


<PAGE>
     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 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
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 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 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  Common Stock issued upon the exercise of any options, rights or
warrants  to  subscribe  for  shares  of Common Stock and shares of Common Stock
issued  upon  the  direct  or  indirect conversion or exchange of securities for
shares  of Common Stock (excluding shares of 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 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 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 Common Stock, as provided by
Section  2.7  (c)  hereof.

  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 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 Common Stock are offered by
     the  Company  for

<PAGE>
     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 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 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 Common Stock
     shall  be deemed to involve the issuance of such shares of 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  Common Stock shall be determined as provided in subsection (ii)
     of  this  Section  2.7(a).

          (v)     The  number  of  shares  of  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 Common Stock, or issue any securities convertible into
or  exchangeable  for shares of 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 Common Stock issuable upon exercise of
options,  warrants or conversion rights granted as of the date hereof and shares
of  Common Stock issuable upon exercise of stock options at or above the closing
market  price  per  share  of  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


<PAGE>
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 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  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 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.

          (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 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


<PAGE>
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  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  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 Common Stock) or otherwise
distribute  to  its  stockholders  any  assets,  property,  rights, evidences of
indebtedness,  securities (other than shares of 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
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.

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


<PAGE>
                            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 New York, 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
New  York  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


<PAGE>
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:   November  17,  2005

CHARYS  HOLDING  COMPANY  INC.


By:
       -----------------------------------------
      Name: Billy Ray, Jr.
      Title: Chief Executive Officer

Attest:

------------------------------------------------
Name:
Title:


<PAGE>
                                   APPENDIX I

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

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

     [_]  purchase  ______ shares of Common Stock, $.001 par value per share, of
     Charys  Holding  Company  Inc.  at  [$.25]  [$.01] 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

     [_]  purchase _______ shares of Common Stock, $.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:
                                                  ------------------------------

Title:
      --------------------------------


<PAGE>
            VOID AFTER 5:00 P.M., NEW YORK TIME ON NOVEMBER 17, 2008
               WARRANT TO PURCHASE 400,000 SHARES OF 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
Highgate  House  Funds,  Ltd,  a  Cayman Islands company and/or its assigns (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 November 16, 2005 (the "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  Exhibit  F  to  the  Purchase  Agreement.

     "Exercise  Price"  shall  mean  the  Fixed Price per share of Common Stock,
subject  to  adjustment  as  provided  herein.

     "Expiration  Date"  shall  mean  5:00  p.m. (New York time) on November 16,
2008.

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


<PAGE>
     "Fixed  Price"  shall  mean  US$0.50.

     "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, 400,000
shares  of 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.

     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  10,000  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 Common
Stock  and  the Exercise Price on the Exercise Date. Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) 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.


<PAGE>
     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 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
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 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 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  Common Stock issued upon the exercise of any options, rights or
warrants  to  subscribe  for  shares  of Common Stock and shares of Common Stock
issued  upon  the  direct  or  indirect conversion or exchange of securities for
shares  of Common Stock (excluding shares of 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 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 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 Common Stock, as provided by
Section  2.7  (c)  hereof.

  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 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 Common Stock are offered by
     the  Company  for


<PAGE>
     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 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 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 Common Stock
     shall  be deemed to involve the issuance of such shares of 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  Common Stock shall be determined as provided in subsection (ii)
     of  this  Section  2.7(a).

          (v)     The  number  of  shares  of  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 Common Stock, or issue any securities convertible into
or  exchangeable  for shares of 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 Common Stock issuable upon exercise of
options,  warrants or conversion rights granted as of the date hereof and shares
of  Common Stock issuable upon exercise of stock options at or above the closing
market  price  per  share  of  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:


<PAGE>
          (i)     The aggregate maximum number of shares of 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  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 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.

          (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 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


<PAGE>
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  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  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 Common Stock) or otherwise
distribute  to  its  stockholders  any  assets,  property,  rights, evidences of
indebtedness,  securities (other than shares of 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
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.

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


<PAGE>
                            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 New York, 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
New  York  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


<PAGE>
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:   November  17,  2005

CHARYS  HOLDING  COMPANY  INC.


By:
       -----------------------------------------
     Name: Billy Ray, Jr.
     Title: Chief Executive Officer

Attest:

------------------------------------------------
Name:
Title:


<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 Common Stock, $.001 par value per share,
     of Charys Holding Company Inc. at $.50 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 Common Stock, $.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:
                                                  ------------------------------

Title:
      --------------------------------


<PAGE>
            VOID AFTER 5:00 P.M., NEW YORK TIME ON NOVEMBER 17, 2008
               WARRANT TO PURCHASE 200,000 SHARES OF 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
Highgate  House  Funds,  Ltd,  a  Cayman Islands company and/or its assigns (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 November 16, 2005 (the "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  Exhibit  F  to  the  Purchase  Agreement.

     "Exercise  Price"  shall  mean  the  Fixed Price per share of Common Stock,
subject  to  adjustment  as  provided  herein.

     "Expiration  Date"  shall  mean  5:00  p.m. (New York time) on November 16,
2008.

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


<PAGE>
     "Fixed  Price" shall mean US$0.75 or if the First Convertible Debenture (as
defined  in  the Purchase Agreement) is not redeemed by the Exclusive Redemption
Date  (as  defined  in  the  Purchase  Agreement)  shall  mean  US$.01.

     "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, 200,000
shares  of 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.

     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  10,000  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 Common
Stock  and  the Exercise Price on the Exercise Date. Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) 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.


<PAGE>
     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 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
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 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 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  Common Stock issued upon the exercise of any options, rights or
warrants  to  subscribe  for  shares  of Common Stock and shares of Common Stock
issued  upon  the  direct  or  indirect conversion or exchange of securities for
shares  of Common Stock (excluding shares of 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 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 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 Common Stock, as provided by
Section  2.7  (c)  hereof.

  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 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 Common Stock are offered by
     the  Company  for

<PAGE>
     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 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 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 Common Stock
     shall  be deemed to involve the issuance of such shares of 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  Common Stock shall be determined as provided in subsection (ii)
     of  this  Section  2.7(a).

          (v)     The  number  of  shares  of  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 Common Stock, or issue any securities convertible into
or  exchangeable  for shares of 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 Common Stock issuable upon exercise of
options,  warrants or conversion rights granted as of the date hereof and shares
of  Common Stock issuable upon exercise of stock options at or above the closing
market  price  per  share  of  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


<PAGE>
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 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  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 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.

          (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 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


<PAGE>
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  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  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 Common Stock) or otherwise
distribute  to  its  stockholders  any  assets,  property,  rights, evidences of
indebtedness,  securities (other than shares of 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
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.

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


<PAGE>
                            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 New York, 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
New  York  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


<PAGE>
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:   November  17,  2005

CHARYS  HOLDING  COMPANY  INC.


By:
       -----------------------------------------
     Name: Billy Ray, Jr.
     Title: Chief Executive Officer

Attest:

------------------------------------------------
Name:
Title:


<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 Common Stock, $.001 par value per share,
     of  Charys  Holding  Company Inc. at [$.75] [$.01] 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 Common Stock, $.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:
                                                  ------------------------------

Title:
      --------------------------------


<PAGE>
            VOID AFTER 5:00 P.M., NEW YORK TIME ON NOVEMBER 17, 2008
               WARRANT TO PURCHASE 200,000 SHARES OF 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
Highgate  House  Funds,  Ltd,  a  Cayman Islands company and/or its assigns (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 November 16, 2005 (the "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  Exhibit  F  to  the  Purchase  Agreement.

     "Exercise  Price"  shall  mean  the  Fixed Price per share of Common Stock,
subject  to  adjustment  as  provided  herein.

     "Expiration  Date"  shall  mean  5:00  p.m. (New York time) on November 16,
2008.

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


<PAGE>
     "Fixed  Price" shall mean US$1.00 or if the First Convertible Debenture (as
defined  in  the Purchase Agreement) is not redeemed by the Exclusive Redemption
Date  (as  defined  in  the  Purchase  Agreement)  shall  mean  US$.01.

     "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, 200,000
shares  of 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.

     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  10,000  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 Common
Stock  and  the Exercise Price on the Exercise Date. Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) 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.


<PAGE>
     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 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
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 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 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  Common Stock issued upon the exercise of any options, rights or
warrants  to  subscribe  for  shares  of Common Stock and shares of Common Stock
issued  upon  the  direct  or  indirect conversion or exchange of securities for
shares  of Common Stock (excluding shares of 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 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 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 Common Stock, as provided by
Section  2.7  (c)  hereof.

  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 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 Common Stock are offered by
     the  Company  for


<PAGE>
     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 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 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 Common Stock
     shall  be deemed to involve the issuance of such shares of 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  Common Stock shall be determined as provided in subsection (ii)
     of  this  Section  2.7(a).

          (v)     The  number  of  shares  of  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 Common Stock, or issue any securities convertible into
or  exchangeable  for shares of 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 Common Stock issuable upon exercise of
options,  warrants or conversion rights granted as of the date hereof and shares
of  Common Stock issuable upon exercise of stock options at or above the closing
market  price  per  share  of  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


<PAGE>
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 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  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 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.

          (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 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


<PAGE>
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  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  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 Common Stock) or otherwise
distribute  to  its  stockholders  any  assets,  property,  rights, evidences of
indebtedness,  securities (other than shares of 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
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.

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


<PAGE>
                            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 New York, 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
New  York  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


<PAGE>
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:   November  17,  2005

CHARYS  HOLDING  COMPANY  INC.


By:
       -----------------------------------------
     Name: Billy Ray, Jr.
     Title: Chief Executive Officer

Attest:

------------------------------------------------
Name:
Title:


<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 Common Stock, $.001 par value per share,
     of  Charys  Holding Company Inc. at [$1.00] [$.01] 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 Common Stock, $.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:
                                                  ------------------------------

Title:
      --------------------------------


<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE I
                                   ----------


                               SCHEDULE OF BUYERS
                               ------------------



                                ADDRESS/FACSIMILE       PRINCIPAL AMOUNT OF
           NAME                  NUMBER OF BUYER             DEBENTURES
--------------------------  --------------------------  --------------------
<S>                         <C>                         <C>

Highgate House Funds, Ltd.  488 Madison Avenue                    $3,000,000
                            New York, NY 10022                    $1,000,000
                            Telephone:  (212) 400-6990
                            Facsimile:  (212) 400-6901


With a copy to:             Jason M. Rimland, Esq.
                            Gottbetter & Partners, LLP
                            488 Madison Avenue
                            New York, NY 10022
                            Telephone:  (212) 400-6900
                            Facsimile:  (212) 400-6901
</TABLE>


                                        1
<PAGE>
                                   SCHEDULE II
                                   -----------

                               SHARE DENOMINATIONS
                               -------------------

NAME OF INVESTOR

Highgate House Funds, Ltd.

Stock Certificate Denominations for the Escrow Shares in the name of Highgate
House Funds, Ltd.:

10 certificates each for 500 shares
10 certificates each for 1,000 shares
10 certificates each for 2,500 shares
10 certificates each for 5,000 shares
11 certificates each for 10,000 shares
10 certificates each for 25,000 shares
12 certificates each for 50,000 shares
12 certificates each for 100,000 shares
11 certificates each for 250,000 shares
10 certificates each for 500,000 shares
10 certificates each for 1,000,000 shares