<TABLE>
<CAPTION>
                                 TABLE OF CONENTS

                                                                              PAGE
<S>                                                                             <C>
ARTICLE 1      PURCHASE OF STOCK AND PURCHASE PRICE. . . . . . . . . . . . . .   1
      1.1    Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . .   1
      1.2    Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . .   1
      1.3    Purchase Price Adjustment Mechanism . . . . . . . . . . . . . . .   3
      1.4    Rock Creek Earn Out . . . . . . . . . . . . . . . . . . . . . . .   5
      1.5    Option to Repurchase. . . . . . . . . . . . . . . . . . . . . . .   7
      1.6    Purchaser Stock Issued to the Sellers . . . . . . . . . . . . . .   7
      1.7    Additional Consideration. . . . . . . . . . . . . . . . . . . . .   8
ARTICLE 2      REPRESENTATIONS AND WARRANTIES OF THE SELLERS
               AND THE CORPORATION . . . . . . . . . . . . . . . . . . . . . .   8
      2.1    Corporate Organization. . . . . . . . . . . . . . . . . . . . . .   8
      2.2    Subsidiaries and Affiliates . . . . . . . . . . . . . . . . . . .   8
      2.3    Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . .   8
      2.4    Corporate Records . . . . . . . . . . . . . . . . . . . . . . . .   8
      2.5    Authorization . . . . . . . . . . . . . . . . . . . . . . . . . .   8
      2.6    No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
      2.7    Financial Statements. . . . . . . . . . . . . . . . . . . . . . .   9
      2.8    Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
      2.9    Absence of Certain Changes. . . . . . . . . . . . . . . . . . . .  10
      2.10   Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
      2.11   Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
      2.12   Title and Related Matters . . . . . . . . . . . . . . . . . . . .  12
      2.13   Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
      2.14   Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
      2.15   Compliance with Law and Applicable Government Regulations . . . .  14
      2.16   ERISA and Related Matters . . . . . . . . . . . . . . . . . . . .  14
      2.17   Banks, Brokers and Proxies. . . . . . . . . . . . . . . . . . . .  14
      2.18   Intellectual Property . . . . . . . . . . . . . . . . . . . . . .  15
      2.19   Dealings with Affiliates. . . . . . . . . . . . . . . . . . . . .  15
      2.20   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
      2.21   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
ARTICLE 3      ADDITIONAL REPRESENTATIONS OF THE SELLER. . . . . . . . . . . .  16
      3.1    Shares Held For Own Account . . . . . . . . . . . . . . . . . . .  16


<PAGE>
                                 TABLE OF CONENTS
                                    (CONTINUED)

                                                                              PAGE
      3.2    No Registration . . . . . . . . . . . . . . . . . . . . . . . . .  16
      3.3    Investment Knowledge. . . . . . . . . . . . . . . . . . . . . . .  16
ARTICLE 4      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER . . . . . . . .  16
      4.1    Corporate Organization. . . . . . . . . . . . . . . . . . . . . .  16
      4.2    Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . .  16
      4.3    Authorization . . . . . . . . . . . . . . . . . . . . . . . . . .  17
      4.4    No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . .  17
      4.5    Financial Statements. . . . . . . . . . . . . . . . . . . . . . .  17
      4.6    Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
      4.7    Investment Intent . . . . . . . . . . . . . . . . . . . . . . . .  18
      4.8    Acquired Shares . . . . . . . . . . . . . . . . . . . . . . . . .  18
      4.9    Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
ARTICLE 5      REPRESENTATIONS AND WARRANTIES OF RAY . . . . . . . . . . . . .  18
      5.1    Ownership of Stock. . . . . . . . . . . . . . . . . . . . . . . .  18
      5.2    Authorization . . . . . . . . . . . . . . . . . . . . . . . . . .  19
      5.3    Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
ARTICLE 6      COVENANTS OF THE SELLER AND THE CORPORATION . . . . . . . . . .  19
      6.1    Regular Course of Business. . . . . . . . . . . . . . . . . . . .  19
      6.2    Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
      6.3    Capital Changes; Pledges. . . . . . . . . . . . . . . . . . . . .  19
      6.4    Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
      6.5    Capital and Other Expenditures. . . . . . . . . . . . . . . . . .  20
      6.6    Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
      6.7    Other Commitments . . . . . . . . . . . . . . . . . . . . . . . .  20
      6.8    Interim Financial Information and Audit . . . . . . . . . . . . .  20
      6.9    Full Access and Disclosure. . . . . . . . . . . . . . . . . . . .  20
      6.10   Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
      6.11   Breach of Agreement . . . . . . . . . . . . . . . . . . . . . . .  21
      6.12   Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .  21
ARTICLE 7      COVENANTS OF THE PURCHASER. . . . . . . . . . . . . . . . . . .  21
      7.1    Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
      7.2    Breach of Agreement . . . . . . . . . . . . . . . . . . . . . . .  21


<PAGE>
                                 TABLE OF CONENTS
                                    (CONTINUED)

                                                                              PAGE
      7.3    Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .  21
ARTICLE 8      OTHER AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . .  21
      8.1    Tax Periods Beginning Before and Ending after the Closing Date. .  21
      8.2    Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
      8.3    Employment, Non-Competition and Incentive Compensation Agreements  22
      8.4    Further Assurances. . . . . . . . . . . . . . . . . . . . . . . .  22
      8.5    No Solicitation or Negotiation. . . . . . . . . . . . . . . . . .  22
      8.6    Indemnification and Release from Agreements of Personal Guaranty.  22
ARTICLE 9      CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER. . . . . . . . .  23
      9.1    Representations and Warranties; Performance . . . . . . . . . . .  23
      9.2    Consents and Approvals. . . . . . . . . . . . . . . . . . . . . .  23
      9.3    Opinion of the Sellers' Counsel . . . . . . . . . . . . . . . . .  23
      9.4    No Material Adverse Change. . . . . . . . . . . . . . . . . . . .  23
      9.5    No Proceeding or Litigation . . . . . . . . . . . . . . . . . . .  23
      9.6    Proceedings and Documents . . . . . . . . . . . . . . . . . . . .  23
      9.7    Secretary's Certificate . . . . . . . . . . . . . . . . . . . . .  24
      9.8    Certificates of Good Standing . . . . . . . . . . . . . . . . . .  24
      9.9    Employment Agreements . . . . . . . . . . . . . . . . . . . . . .  24
      9.10   Voting Agreement and Escrow Agreement . . . . . . . . . . . . . .  24
      9.11   Other Documents . . . . . . . . . . . . . . . . . . . . . . . . .  24
ARTICLE 10     CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND
               THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . . .  24
      10.1   Representations and Warranties; Performance . . . . . . . . . . .  24
      10.2   Consents and Approvals. . . . . . . . . . . . . . . . . . . . . .  24
      10.3   Opinion of the Purchaser's Counsel. . . . . . . . . . . . . . . .  25
      10.4   No Proceeding or Litigation . . . . . . . . . . . . . . . . . . .  25
      10.5   Proceedings and Documents . . . . . . . . . . . . . . . . . . . .  25
      10.6   Secretary's Certificate . . . . . . . . . . . . . . . . . . . . .  25
      10.7   Certificate of Good Standing. . . . . . . . . . . . . . . . . . .  25
      10.8   Employment Agreements . . . . . . . . . . . . . . . . . . . . . .  25
      10.9   Indemnification Agreement . . . . . . . . . . . . . . . . . . . .  25
      10.10  Registration Rights Agreement . . . . . . . . . . . . . . . . . .  25


<PAGE>
                                 TABLE OF CONENTS
                                    (CONTINUED)

                                                                              PAGE
      10.11  Voting Agreement and Escrow Agreement . . . . . . . . . . . . . .  25
      10.12  Secured Note and Stock Pledge Agreement . . . . . . . . . . . . .  25
      10.13  Other Documents . . . . . . . . . . . . . . . . . . . . . . . . .  26
ARTICLE 11     CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
      11.1   Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
      11.2   Intervening Litigation. . . . . . . . . . . . . . . . . . . . . .  26
ARTICLE 12     TERMINATION PRIOR TO CLOSING. . . . . . . . . . . . . . . . . .  26
      12.1   Methods of Termination. . . . . . . . . . . . . . . . . . . . . .  26
      12.2   Termination of Obligations. . . . . . . . . . . . . . . . . . . .  27
ARTICLE 13     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .  27
      13.1   The Sellers' Agreement to Indemnify . . . . . . . . . . . . . . .  27
      13.2   The Purchaser's Agreement to Indemnify. . . . . . . . . . . . . .  27
      13.3   Limitations on Indemnification. . . . . . . . . . . . . . . . . .  28
      13.4   Third Party Indemnification . . . . . . . . . . . . . . . . . . .  28
      13.5   Survival; Time to Assert Claims . . . . . . . . . . . . . . . . .  29
      13.6   Indemnification; Sole Remedy. . . . . . . . . . . . . . . . . . .  30
ARTICLE 14     MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . .  30
      14.1   Amendment and Modification. . . . . . . . . . . . . . . . . . . .  30
      14.2   Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . .  30
      14.3   Certain Definitions . . . . . . . . . . . . . . . . . . . . . . .  30
      14.4   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
      14.5   Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
      14.6   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . .  34
      14.7   Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . .  34
      14.8   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .  35
      14.9   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
      14.10  Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . .  35
      14.11  Delays or Omissions . . . . . . . . . . . . . . . . . . . . . . .  35
      14.12  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . .  35
      14.13  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
</TABLE>


<PAGE>
                      STOCK PURCHASE AGREEMENT BY AND AMONG

                          CHARYS HOLDING COMPANY, INC.,

                 ROCK CREEK EQUITY HOLDINGS, LLC,  J. ALAN SHAW

                                METHOD IQ, INC.,

                                       AND

                                BILLY V. RAY, JR.

              REGARDING ALL OF THE ISSUED AND OUTSTANDING STOCK OF

                                 METHOD IQ, INC.


<PAGE>
     THIS  STOCK  PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December __,
2005,  to  be  effective  as  of  November  1, 2005, by and among CHARYS HOLDING
COMPANY,  INC.,  a  Delaware  corporation located at 1117 Perimeter Center West,
Suite  N-415,  Atlanta  Georgia  30338  (the  "PURCHASER"),  ROCK  CREEK  EQUITY
HOLDINGS,  LLC,  a  Georgia  limited  liability company located at 1750 Founders
Parkway,  Suite  180,  Alpharetta, Georgia 30004 ("ROCK CREEK"), J. ALAN SHAW, a
South  Carolina  resident  ("SHAW"  and  together  with  Rock Creek, hereinafter
sometimes  referred  to  individually  as  a  "SELLER"  and collectively as, the
"SELLERS"),  METHOD  IQ,  INC.,  a  Georgia corporation located at 1750 Founders
Parkway,  Suite 180, Alpharetta, Georgia 30004 (the "CORPORATION"), and BILLY V.
RAY,  JR.,  a  Georgia  resident  ("RAY"),  (the  Sellers,  the  Purchaser,  the
Corporation,  and  Ray  collectively  referred  to  herein  as  the  "PARTIES").

                                    RECITALS

     WHEREAS,  the Sellers own all of the issued and outstanding common stock of
the  Corporation;

     WHEREAS,  the  Sellers  desires  to  sell  all  of  their  interests in the
Corporation  to  the  Purchaser  and the Purchaser to desires to purchase all of
such  interests  from  the  Sellers;

     WHEREAS,  Ray  owns  100% of the Series A Preferred Stock of the Purchaser;

     WHEREAS,  to  induce  each  other to enter into this Agreement, the Parties
have  agreed  to  execute,  deliver  and  perform certain obligations under this
Agreement  and  the  other  related  agreements  to  which  they  are  parties;

     NOW  THEREFORE,  in  consideration of the foregoing recitals and the mutual
representations,  warranties,  covenants and agreements contained herein and for
other  good  and  valuable  consideration, the receipt and adequacy of which are
hereby  acknowledged,  the  Parties  agree  as  follows:

                                    ARTICLE 1

                      PURCHASE OF STOCK AND PURCHASE PRICE

     1.1     PURCHASE  AND  SALE.  Subject  to  the terms and conditions of this
Agreement,  the Sellers agree to sell to the Purchaser, and the Purchaser agrees
to  purchase  from  the  Sellers,  all  of  the issued and outstanding shares of
capital  stock  of  the  Corporation  (the  "SHARES").

     1.2     PURCHASE  PRICE.

          1.2.1     The  Purchaser  agrees  to  pay  to  the  Sellers  aggregate
consideration  of  $10,500,000  (the  "PURCHASE  PRICE")  by  delivery  of  (i)
$5,250,000  by a secured promissory note (the "SECURED NOTE") at the Closing (as
defined  in Article 11.1 below), the form of which is attached hereto as EXHIBIT
O, which note will be secured by the Shares and will be payable immediately upon
an  equity  or  debt  investment in Purchaser of not less than $5,250,000, or on
demand  after February 1, 2005, and (ii) $5,250,000 in value of shares of Common
Stock  to  the  Sellers  for  the  balance  thereof  ("STOCK  CONSIDERATION") as
described  below  in  Section  1.2.2  of


                                        1
<PAGE>
this  Agreement.  The  aggregate consideration is subject to adjustment pursuant
to Section 1.3 of this Agreement.   The Sellers agree, for purposes hereof, that
principal  and  interest  on  the Secured Note, and any collateral in connection
therewith,  will  be  allocated  pro rata based on their equity ownership in the
Corporation  immediately  prior  to  Closing.

          1.2.2     The  Stock  Consideration  shall be issued to the Sellers as
follows:

               (a)     At the time that the Secured Note is due and payable, the
Purchaser  shall  issue  to  the  Sellers  an aggregate of 525,000 shares of its
Common  Stock  (the  "INITIAL STOCK TRANCHE"), reflecting forty percent (40%) of
the total Stock Consideration to be paid to the Sellers based upon a share price
of  Four  Dollars  ($4.00)  per  share.

               (b)     180  days  after  the Effective Date, the Purchaser shall
issue  to  the  Sellers additional shares of its Common Stock (the "SECOND STOCK
TRANCHE")  equal  to  thirty  percent  (30%)  of  the  total  aggregate  Stock
Consideration  to  be paid to the Sellers based upon a share price valued at the
Market  Price  per  share for the Common Stock as of the close of trading on the
last  Trading  Day before such issuance.  Notwithstanding, the foregoing, in the
event  that the Market Price used for determining the number of shares of Common
Stock to be issued in connection with the Second Stock Tranche is less than Four
Dollars  ($4.00)  per  share,  the  Purchaser shall have the option, but not the
obligation,  to  (i)  pay the Sellers an aggregate of $1,575,000 in cash by wire
transfer  of  immediately available funds in lieu of the issuance of such shares
or  (ii)  pay  the  Sellers  a  combination  of  cash  and  shares.

               (c)     365  days  after  the Effective Date, the Purchaser shall
issue  to  the  Sellers  additional shares of its Common Stock (the "THIRD STOCK
TRANCHE")  equal  to  thirty  percent  (30%)  of  the  total  aggregate  Stock
Consideration  to  be paid to the Sellers based upon a share price valued at the
Market  Price  per  share for the Common Stock as of the close of trading on the
last  Trading  Day before such issuance.  Notwithstanding, the foregoing, in the
event  that the Market Price used for determining the number of shares of Common
Stock  to be issued in connection with the Third Stock Tranche is less than Four
Dollars  ($4.00)  per  share,  the  Purchaser shall have the option, but not the
obligation,  to  (i)  pay the Sellers an aggregate of $1,575,000 in cash by wire
transfer  of  immediately available funds in lieu of the issuance of such shares
or  (ii)  pay  the  Sellers  a  combination  of  cash  and  shares.

               (d)     The  number  of  shares  of  Common  Stock  issued in the
Initial  Stock Tranche will be adjusted at the time of the issuance of the Third
Stock  Tranche,  as  follows:

                    If  the  Purchaser's  Common Stock does not reach an average
Market  Price  of at least Four Dollars and Fifty Cents ($4.50) per share for at
least three (3) consecutive Trading Days prior to or including the date which is
six (6) months from the Effective Date, then, at the Purchaser's option, either:

                    (i)     The  Purchaser  shall  issue  the Sellers additional
shares  of Common Stock, the number of which shall be determined pursuant to the
following  formula:

                              AS = IST - ISP/AVG

                              Where:


                                        2
<PAGE>
                              AS =  the  number  of additional  shares of Common
                                    Stock  to  be  issue.

                              AVG = the  lesser  of  (x)  (MP1+MP2)/2  or (y) 4.

                              ISP = $2,100,000  (which is forty percent (40%) of
                                    the  fifty  percent  (50%)  of the Estimated
                                    Purchase  Price to be paid in Common Stock).

                              IST = the number of shares of Common Stock issued
                                    in the Initial Stock Tranche.

                              MP1 = the  average  Market  Price  for  the Common
                                    Stock  over the twenty-five (25) trading day
                                    period  beginning  on the SEC prescribed due
                                    date  for  filing  the Purchaser's quarterly
                                    report on Form 10-Q or annual report on Form
                                    10K  with  the  SEC, as the case may be, for
                                    the  Purchaser's  second full fiscal quarter
                                    after  Closing.

                              MP2 = the  average  Market  Price  for  the Common
                                    Stock  over  the twenty-five (25) day period
                                    ending on the Make Whole Determination Date.

                          ; or

                    (ii)     The Purchaser shall pay the Sellers an amount equal
to  AS  multiplied  by  AVG,  in  cash by wire transfer of immediately available
funds;  and  in either case, such issuance or payment shall occur on the date on
which  the  Third  Stock Tranche is issued (or that cash is paid in lieu of such
Third  Stock  Tranche  pursuant  to  Section  1.2.2(c)  above).

     1.3     PURCHASE  PRICE  ADJUSTMENT  MECHANISM.

          1.3.1     The  aggregate  consideration to be paid by the Purchaser to
the  Sellers  is  subject  to a one-time adjustment based upon the Corporation's
financial  performance  during the year following the Closing Date, as described
below.

          1.3.2     As soon as practicable, but in no event more than sixty (60)
days  after the Determination Date, the Purchaser shall cause the Corporation to
prepare and deliver to the Seller, special purpose financial statements prepared
in  accordance  with  Closing  GAAP, applied on a consistent basis in accordance
with  the  Corporations  historical  accounting  policies  and  as  described on
Schedule  1.3.2,  showing  results  of  operation  of  the  Corporation  and any
Subsidiaries  as  of  the  close  of  business  for  the  one  year  period (the
"DETERMINATION  PERIOD")  commencing  on  the  Closing  Date  and  ending on the
Determination  Date  (the  "DETERMINATION  DATE  FINANCIAL  STATEMENTS"),  which
Determination  Date  Financial  Statements  shall  be  prepared


                                        3
<PAGE>
at the expense of the Purchaser, by the accounting firm of Agee Fisher, LLC (the
"AUDITOR").  In  addition,  the  Purchaser  shall  bear the expense of having an
opening  date balance sheet as of the Effective Date, prepared by the Auditor in
accordance  with  Closing GAAP, applied on a consistent basis in accordance with
the  Corporation's historical accounting policies.  The parties acknowledge that
the  Determination  Date  Financial  Statements  are  for  the  sole  purpose of
determining  adjustments  to  the  Purchase Price and may not reflect the actual
financials  of  the  Corporation  used in preparing the Purchaser's consolidated
financial  statements.

          1.3.3     The  Sellers  shall  have thirty (30) days from the date the
Determination  Date  Financial Statements are delivered by the Purchaser and the
Corporation  to  review  the Determination Date Financial Statements and propose
any  adjustments  for  the  purpose  of  determining adjustments to the Purchase
Price.  If  after  discussion  of  any  such  proposed adjustments, either party
disputes  such  adjustments,  then  the Purchaser and the Sellers shall engage a
nationally  recognized  accounting  firm (the "ALTERNATE AUDITOR") to review the
disputed  items.  The  Alternate  Auditor's  determination of the disputed items
with  respect  to  the  determination  of  the Purchase Price shall be final and
binding  upon  the  Parties,  without adjustment.  All invoices submitted by the
Alternate  Auditor  shall  be  paid  by  the  Purchaser and the Sellers equally.

          1.3.4     The  "ADJUSTED  PURCHASE  PRICE" for the Shares shall be the
greater  of  (x)  7.5  times  the  Corporation's  consolidated  EBIDTA  for  the
-------
Determination  Period,  as  calculated  from  the  Determination  Date Financial
Statements  or  (y)  $5,250,000.

               (a)     In the event that the Adjusted Purchase Price is equal to
or  greater  than  $5,250,000  and  less than $10,500,000 pursuant to clause (x)
above,  then  no later than 5 days following the date on which the Determination
Date  Financial  Statements  is finalized pursuant to Section 1.3.3, the Sellers
shall  transfer  to  the Purchaser, on a pro-rata basis, the number of shares of
Common Stock issued as Stock Consideration to the Sellers equal in Base Value to
the  amount  determined by taking the difference between the $10,500,000 and the
Adjusted Purchase Price, and dividing such number by the Average Issue Price Per
Share  (the  "SHORTAGE  AMOUNT"),  regardless of the actual value of such Common
Stock.  If the Base Value of  all of the shares of Common Stock owned by Sellers
is  less than the Shortage Amount, then Sellers shall transfer all of the shares
of  Common  Stock owned by them, to Purchaser, and such transfer shall be deemed
payment  in  full  of  the  Shortage  Amount,  regardless  of the actual amount.

               (b)     In  the event that the Adjusted Purchase Price is greater
than  $10,500,000  pursuant  to  clause  (x)  above,  then  no later than 5 days
following  the  date  on  which  the  Determination Date Financial Statements is
finalized  pursuant  to Section 1.3.3, if the Purchase Price is greater than the
Estimated  Purchase  Price,  then  the  Purchaser  shall pay to the Sellers, the
difference  between  the  Adjusted Purchase Price and $10,500,000 (the "PURCHASE
PRICE  BALANCE"),  as  follows:

                    (i)     Fifty  percent  (50%) of the Purchase Price Balance,
shall  be  paid  in  cash  by  wire transfer of immediately available funds; and

                    (ii)     Fifty  percent (50%) of the Purchase Price Balance,
shall,  at  the option of the Purchaser, be paid in (i) cash by wire transfer of
immediately  available  funds  or


                                        4
<PAGE>
(ii)  shares of Common Stock (using the Market Price for such Common Stock as of
the  Determination  Date  to  calculate  the  number  of  shares  to be issued).

               (c)     The Sellers hereby agree that it shall deliver any shares
of  Common  Stock required to pay the Shortage Amount, if any, free and clear of
all  Liens.

     1.4     ROCK CREEK EARN OUT.  In addition to the Purchase Price, Rock Creek
shall,  for  a  period  of  eighteen (18) months following the Closing Date (the
"EARN  OUT  TERM"), be entitled to earn an aggregate of 800,000 equity interests
directly  or  indirectly in the Purchaser consisting of a maximum of (a) 500,000
shares  of  additional  Common  Stock,  plus  (b)  options  or other convertible
securities  representing the right to acquire up to an additional 250,000 shares
of  Common Stock (the "PLAN STOCK") pursuant to an Executive Stock Purchase Plan
(the  "STOCK PLAN") currently being developed by the Purchaser (and, if no Stock
Plan  exists,  then  Rock  Creek shall be entitled to earn an additional 250,000
shares  of  Common  Stock), plus (c) the Ray Stock (the Common Stock, Plan Stock
and  Ray  Stock  shall  collectively  be  referred  to  herein  as the "EARN OUT
EQUITY").

          1.4.1     During  the Earn Out Term, the Corporation shall provide the
Purchaser  with  a list of Target Subsidiaries and Target Revenues for potential
acquisition  by  the  Purchaser.  Upon closing of the acquisition of each Target
Subsidiary,  Rock  Creek  shall  be  vested  in  a percentage of Earn Out Equity
determined  by  taking the Target Revenue of each Target Subsidiary and dividing
it  by  $20,000,000  (the  "VESTED  PERCENTAGE").

          1.4.2     Earn  Out  Equity  will  be  issued  to  Rock  Creek  in any
combination  chosen by Rock Creek, in its sole discretion.  After the closing of
the  acquisition  of  a Target Subsidiary, Rock Creek shall notify the Purchaser
and  Escrow  Agent in writing of the allocation of the Earn Out Equity it wishes
to  receive  (based  on  the  Vested Percentage), which Earn Out Equity shall be
issued  within  ten  (10)  days after such notification is received (and payment
made  therefore,  if applicable).  For example, if following an acquisition of a
Target  Subsidiary, Rock Creek has vested in fifty percent (50%) of the Earn Out
Equity,  it  may  choose  to  (a)  be issued all of the Ray Stock; (b) be issued
150,000  shares  of  Common Stock; and (c) purchase 200,000 shares of Plan Stock
from,  or any other combination (whether Ray Stock or issued or purchased Common
Stock)  totaling  400,000  shares  of  the  Earn  Out  Equity.

          1.4.3     For  purposes  hereof,  a  Target Subsidiary shall be deemed
closed within the Earn Out Term, if, at the end of the Earn Out Term, Seller has
a  signed  term sheet with Target Subsidiary and the closing of such acquisition
takes place within the three (3) months following the last day of Earn Out Term.

          1.4.4     If  less  than  one  hundred  percent (100%) of the Earn Out
Equity is earned and issued pursuant to Section 1.4.1, above, then, on the later
to  occur of thirty (30) days (a) from the end of the Earn Out Term; or (b) from
the  date  of  the  closing  of the last acquisition of a Target Subsidiary, the
Corporation  will provide the Purchaser with twelve-month EBIDTA projections for
the  Corporation  and all Target Subsidiaries for the period commencing with the
day following the last day of the Earn Out Term (the "EBIDTA PROJECTIONS").  If,
at  the  end  of the twelve (12) months set forth in the EBIDTA Projections, the
combined  EBIDTA of the Corporation and all Target Subsidiaries meets or exceeds
one  hundred  fifty  percent  (150%)  of


                                        5
<PAGE>
such  EBIDTA  Projections,  the  remaining  Common  Stock and Ray Stock shall be
issued  to  Rock Creek and Rock Creek, if it desires, may purchase the remaining
Plan  Stock.  If  the  combined  EBIDTA  of  the  Corporation  and  all  Target
Subsidiaries  is  less  than  one  hundred  fifty  percent (150%) of such EBIDTA
Projections,  no  additional  Earn  Out Equity shall be issued to the Rock Creek
hereunder.

          1.4.5     Until  Rock  Creek's right to earn Earn Out Equity hereunder
has  terminated:

               (a)     At  the Closing, Ray shall deliver stock powers, executed
in  blank, to McKenna Long & Aldridge LLP ("MLA") representing the Ray Stock, to
                                            ---
be  held  by  MLA until such time as the Escrow Agreement (as defined below), is
delivered  to SunTrust Bank, as escrow agent (the "ESCROW AGENT").  In addition,
at  the  time  the Ray Stock is released from the Ray Stock Liens (as defined in
Section  5.1) Ray will deliver the certificates representing such shares to MLA,
who  will  deliver  such  stock  certificates,  along  with  the  stock  powers
(collectively  the  "Escrow Items"), to the Escrow Agent. Such Escrow Items will
                     ------ -----
be  held  and  distributed  by  the  Escrow  Agent pursuant to the terms of that
certain  Escrow  Agreement  entered into by Ray, Rock Creek, Buyer and SunTrust,
the form of which is attached hereto as EXHIBIT M (the "ESCROW AGREEMENT").  The
Escrow Agreement will be dated in blank at Closing and held, dated and delivered
to  Escrow  Agent  by  MLA,  to  countersign  at  the  time the Escrow Items are
delivered.  The  Buyer  will be responsible for all fees and expenses payable to
Escrow  Agent  in  connection  with  the  Escrow  Agreement.

               (b)     Other  than  the Ray Stock Liens, Ray shall not otherwise
sell,  transfer,  assign  or  otherwise  encumber  the  Ray  Stock;

               (c)     Should  any  change be made to the Ray Stock by reason of
any  stock  split,  dividend,  recapitalization,  combination, exchange or other
change  affecting  the  outstanding  Series  A  Preferred  Stock  as  a  class,
appropriate  adjustments  shall  be  made to the maximum number of shares of Ray
Stock  assignable  under  this  Agreement  in  order  to prevent the dilution of
benefits  hereunder,  and  the  Purchaser  shall  transfer any additional shares
issuable  to  Ray  in  connection  therewith  to the Escrow Agent at the time of
delivery  of  the  other  Escrow  Items, to be held pursuant to the terms of the
Escrow  Agreement.

          1.4.6     With  regard  to  voting  rights  for  the  Ray  Stock:

               (a)     For  so  long as the Ray Stock is being held in escrow by
the  Escrow  Agent,  Ray  will  retain  all  voting  rights  for  the Ray Stock.

               (b)     In  addition,  simultaneously  upon the execution of this
Agreement,  Rock  Creek  and Ray will enter into a Voting Agreement, the form of
which  is attached hereto as EXHIBIT N, pursuant to which Rock Creek shall grant
Ray the right to vote any shares of Ray Stock transferred to Rock Creek pursuant
to  this  Agreement,  as  more  specifically  set  forth  therein.


                                        6
<PAGE>
     1.5     OPTION  TO  REPURCHASE.

          1.5.1     If  the  average  Market  Price for the Common Stock is less
than  Four  Dollars  ($4.00)  per share for the fifteen (15) consecutive Trading
Days  ending  on the Determination Date, then the Sellers shall have the option,
but  not the obligation, to repurchase all, but not less than all, of the Shares
from  the  Purchaser.  The  Sellers  shall  have  thirty  (30)  days  from  the
Determination  Date  to  notify  the  Purchaser  of  its  intent to exercise its
purchase option.  In the event that the Sellers exercise their option to acquire
the  Shares,  then  the  Sellers shall be obligated to purchase the Shares at an
aggregate  purchase  price  determined pursuant to the formula which is attached
hereto  as  EXHIBIT  A.

          1.5.2     Notwithstanding the foregoing, the Sellers shall not have an
option  to  repurchase  the Shares pursuant to Section 1.5.1 of the Agreement in
the  event  that  any  of  the following has occurred: (a) projected, pro forma,
combined,  consolidated  revenue  run rate for the Purchaser for the twelve (12)
month  period  ending  on  the  Determination Date exceeds $150,000,000; (b) the
Market  Price  for  the  Common  Stock  is  equal to or greater than Six Dollars
($6.00)  per  share  (on an adjusted basis taking into consideration any capital
reorganization,  reclassification,  or  otherwise)  for  three  (3)  consecutive
trading  days occurring between the Closing Date and the Determination Date; (c)
consolidated  net  income  before  taking  into account federal and any state or
local  income taxes for the Purchaser for the twelve (12) month period ending on
the  Determination Date exceeds $3,000,000; (d) as of the Determination Date the
Common  Stock  is  listed  for trading on the National Association of Securities
Dealers'  Automated  Quotation Small Cap Market; (e) the Corporation's EBIDTA is
less  than $800,000 for the twelve (12) month period ending on the Determination
Date  or  (f)  the Corporation's revenue is less than $12,000,000 for the twelve
(12)  month  period  ending  on  the  Determination  Date.

     1.6     PURCHASER  STOCK  ISSUED  TO  THE  SELLERS.

          1.6.1     No  fractional shares of Common Stock shall be issued to the
Sellers  hereunder,  and the number of shares of Common Stock to be issued shall
be  rounded  down  to  the  nearest whole share.  If a fractional share interest
arises  pursuant  to  any  calculation  in  Section 1.3 or elsewhere herein, the
Purchaser  shall  eliminate  such fractional share interest by paying the Seller
the  amount  computed  by  multiplying the fractional interest by the price of a
full  share  (with  such price being the same price used to determine the shares
then  being  issued).

          1.6.2     The  Sellers  shall  be  granted  registration  rights, with
respect  to  all shares of Common Stock issued to the Sellers hereunder, as more
specifically  set  forth  in  that  certain  Registration  Rights Agreement (the
"REGISTRATION  RIGHTS  AGREEMENT")  in  the  form  attached hereto as EXHIBIT B.

          1.6.3     Shares  of  Common  Stock  and  Ray  Stock,  when issued and
delivered  to  the  Seller  in  accordance  with  the terms hereof, will be duly
authorized,  validly  issued,  fully-paid  and  non-assessable.

          1.6.4     The stock certificates evidencing the Shares of Common Stock
and  Ray  Stock  issued  to  Sellers  hereunder  will bear the following legend:


                                        7
<PAGE>
          THIS SHARES OF STOCK EVIDENCED BY THIS STOCK CERTIFICATE NOT
          BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS
          AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
          SOLD,  TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
          TO  AN  EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH ACT AND
          APPLICABLE  STATE  SECURITIES  LAWS  OR  PURSUANT  TO  AN
          APPLICABLE  EXEMPTION  FROM THE REGISTRATION REQUIREMENTS OF
          SUCH  ACT  AND  SUCH  LAWS.

     1.7     ADDITIONAL  CONSIDERATION.   As  additional  consideration  for the
transaction,  Purchaser  shall  transfer  no  less  than $500,000 in cash to the
Corporation  at  Closing,  by  wire  transfer  of  immediately  available funds.

                                    ARTICLE 2

        REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE CORPORATION

     The  Sellers  and  the  Corporation  hereby  represent  and  warrant to the
Purchaser  as of the date hereof and as of the Closing Date that, to the best of
their  knowledge:

     2.1     CORPORATE  ORGANIZATION.  The  Corporation  is  a  corporation duly
             ------------------------
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation with full corporate power and authority to carry
on  its  business as it is now being conducted and proposed to be conducted, and
to  own,  operate  and lease its properties and assets.  The Corporation is duly
qualified  or  licensed to do business in good standing in every jurisdiction in
which the conduct of its business, the ownership or lease of its properties, the
proposed conduct of its business or ownership or lease of its properties, or the
transactions  contemplated  by  this Agreement, require it to be so qualified or
licensed  and  the  failure to be so qualified or licensed would have a Material
Adverse  Effect,  which  jurisdictions  are  listed  on  SCHEDULE  2.1  hereto.

     2.2     SUBSIDIARIES  AND  AFFILIATES.  Other than as set forth on SCHEDULE
             -----------------------------
2.2,  the  Corporation  has  no  Subsidiaries  or  Affiliates.

     2.3     CAPITAL  STOCK.  The  entire  authorized  capital  stock  of  the
             --------------
Corporation  consists of ten million (10,000,000) shares of common stock with no
par  value  per  share,  of  which  two million one hundred thousand (2,100,000)
shares  are  issued  and outstanding, and all of which are owned by the Sellers.
All  issued and outstanding shares having been validly issued and are fully paid
and non-assessable, with no personal liability or preemptive rights attaching to
the  ownership  thereof.  Except as set forth on SCHEDULE 2.3, no instruments or
securities of any kind exist which are convertible into additional shares of the
capital  stock  of  the  Corporation,  nor do any outstanding options, warrants,
rights,  calls,  commitments,  plans, or other arrangements or agreements of any
character  exist providing for the purchase or issuance of any additional shares
of  the  Corporation.


                                        8
<PAGE>
     2.4     CORPORATE  RECORDS.  The  minutes of the directors and shareholders
             ------------------
of  the Corporation made available to the Purchaser are complete and correct and
contain  all  of  the  proceedings  of  the  shareholders  and  directors of the
Corporation.

     2.5     AUTHORIZATION.  The  Sellers have full power and authority to enter
             --------------
into  this  Agreement  and the agreements contemplated hereby and to deliver the
Shares  and the certificates evidencing such Shares to the Purchaser as provided
for  herein,  free  and  clear  of  all  Liens.  The  execution,  delivery  and
performance  of  this  agreement  and  all  other  agreements  and  transactions
contemplated  hereby have been duly authorized by the directors and shareholders
of  the Corporation and no other corporate proceedings on its part are necessary
to  authorize  this  Agreement  and  the transactions contemplated hereby.  This
Agreement and all other agreements contemplated hereby to be entered into by the
Sellers  constitute  a  legal,  valid  and  binding  obligation  of  the Sellers
enforceable  against  the  Sellers  in  accordance  with their respective terms.

     2.6     NO  VIOLATION.  Other  than  as  set  forth  in  SCHEDULE  2.6, the
             -------------
execution and delivery by the Sellers and the Corporation of this Agreement, and
all  other agreements contemplated hereby, and the fulfillment of and compliance
with  the respective terms hereof and thereof by the Sellers and the Corporation
do  not  and  will  not  (a)  conflict  with or result in a breach of the terms,
conditions  or  provisions  of or constitute a default or event of default under
(with  due  notice,  lapse  of time or both) of any contract to which either the
Corporation or the Sellers is a party; (b) or result in the creation of any Lien
upon  any  of  the Sellers' assets or the Corporation's capital stock or assets;
(c)  give  any third party the right to accelerate any obligations of either the
Sellers  or  the  Corporation;  (d)  result  in  a  violation  of or require any
authorization,  consent, approval, exemption or other action by or notice to any
court  or  Authority  pursuant to, the charter or bylaws of the Corporation, the
organizational  documents of Rock Creek, or any Regulation, Order or Contract to
which  the  Sellers, the Corporation or their respective properties are subject.
The Sellers will comply with all applicable Regulations and Orders in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  and  the
transactions  contemplated  hereby.

     2.7     FINANCIAL  STATEMENTS.
             ---------------------

          2.7.1     Unaudited  year-end  balance  sheets  and  statements  of
operations,  stockholders equity and cash flow of the Corporation as of December
31,  2004 and unaudited balance sheets for the period commencing January 1, 2005
and  ending  September  30,  2005 (the "FINANCIAL STATEMENT DATE") and unaudited
statements  of  operations,  stockholders  equity and cash flow for the nine (9)
month  period  then  ended  (collectively, the "FINANCIAL STATEMENTS") have been
delivered  to  the  Purchaser, and are attached to SCHEDULE 2.7.1.  Such balance
sheets  and  the  notes  thereto  fairly  present  the financial position of the
Corporation  as  at  the respective dates thereof, and such Financial Statements
(a)  fairly  present  the results of operations for the periods therein referred
to,  all  in  accordance  with  GAAP  (except  as stated therein or in the notes
thereto)  applied  on  a  consistent  basis;  (b)  fairly  present the financial
condition  of  the  Corporation  at  the  respective date of, and for the period
covered  by  such  statements;  and  (c)  are in accordance with the required or
permitted statutory accounting requirements or practices applied on a consistent
basis  under  the  laws  of the State of Georgia.  Since the Financial Statement
Date, no change has occurred in the condition of the Corporation as shown in the
Financial  Statements  which  has  or  could  reasonably  be  expected to have a
Material  Adverse  Effect.


                                        9
<PAGE>
          2.7.2     Except  as  set  forth  in  SCHEDULE  2.7.2  hereto,  the
Corporation  does  not  have  any Indebtedness, obligation or liability (whether
accrued, absolute, contingent, unliquidated or otherwise, known to the Seller or
the  Corporation,  whether  due  or  to  become due) arising out of transactions
entered into or Occurrences that occurred at or prior to the Closing Date, other
than: (a) liabilities set forth in the Financial Statements; and (b) liabilities
and  obligations  which  have  arisen  after the Financial Statement Date in the
ordinary  course of business (none of which is a liability resulting from breach
of  Contract,  breach  of  warranty,  tort,  infringement,  Claim  or  lawsuit).

     2.8     EMPLOYEES.  SCHEDULE  2.8  lists  all  employees of the Corporation
             ---------
whose annual base salary exceeds $75,000 per year.  The Corporation has been for
the  past  four  (4)  years,  and  currently is, in material compliance with all
Federal,  State  and  local  Regulations  or  Orders  affecting  employment  and
employment  practices  of  such  Corporation  (including  those  Regulations
promulgated by the Equal Employment Opportunity Commission), including terms and
conditions  of  employment and wages and hours.  At the Closing, the Corporation
will have no obligation to make any payment to any of past or present employees,
officers  or directors or independent contractors except as to those individuals
described  in  SCHEDULE 2.8, other than compensation paid in the ordinary course
of  business.

     2.9     ABSENCE  OF  CERTAIN  CHANGES.  Since the Financial Statement Date,
             -----------------------------
there  has not been (a) any Material Adverse Change; (b) any damage, destruction
or  loss, whether covered by insurance or not, having a Material Adverse Effect,
with regard to the Corporation's properties and businesses; (c) any declaration,
setting aside or payment of any dividend or distribution (whether in cash, stock
or property) in respect of the Corporation's capital stock, or any redemption or
other acquisition of such stock by the Corporation; (d) any material increase in
the  compensation  payable  to  or  to  become payable by the Corporation to its
officers  or  employees  or any adoption of or increase in any bonus, insurance,
pension  or  other employee benefit plan, payment or arrangement made to, for or
with any such officers or employees or any Affiliate of the Corporation; (e) any
entry  into  any  material  Contract  not  in  the  ordinary course of business,
including  without  limitation  any borrowing or capital expenditure; or (f) any
change  by  the  Corporation  in  accounting  methods  or  principles.

     2.10     CONTRACTS.
              ---------

          2.10.1     Except  as  expressly  contemplated by this Agreement or as
set  forth  on  Schedules  2.10(a)-(n)  hereto,  as  of  the  Closing  Date, the
Corporation  is  not  a  party  to  any  written  or  oral:

               (a)     pension,  profit  sharing,  stock options, employee stock
purchase or other plan providing for deferred or other compensation to employees
or  any  other  employee  benefit  plan,  or  any Contract with any labor union;

               (b)     Contract  for  the  employment of any officer, individual
employee or other person on a full-time, part-time, consulting or other basis or
Contract  relating  to  loans  to  officers,  directors  or  Affiliates;


                                       10
<PAGE>
               (c)     Contract  relating  to  the  borrowing  of  money  or the
mortgaging,  pledging  or  otherwise  placing  a  Lien on any asset owned by the
Corporation;

               (d)     Guarantee  of  any  obligation;

               (e)     Contract  under  which  the  Corporation  has advanced or
loaned  any  Person  money;

               (f)     Contract  under  which  the  Corporation  is lessee of or
holds  or  operates  any  property,  real or personal, owned by any other party,
other  than  equipment  leases  entered into in the ordinary course of business;

               (g)     Contract  under  which  the  Corporation  is lessor of or
permits any third party to hold or operate any property, real or personal, owned
or  controlled  by  the  Corporation;

               (h)     Contract  or  group  of  related  Contracts with the same
party  or  group  of  affiliated  parties  the  performance  of which involves a
consideration  in  excess  of  $50,000  in  the  aggregate;

               (i)     assignment,  license,  indemnification  or  Contract with
respect  to  any  intangible  property  (including,  without  limitation,  any
Proprietary  Rights),  other  than  software  licenses in the ordinary course of
business;

               (j)     Contract  under  which  it  has  granted  any  Person any
registration rights (including piggyback rights) with respect to any securities;

               (k)     Contract  prohibiting  it  from  freely  engaging  in any
business  or  competing  anywhere  in  the  world;

               (l)     Contract  for  the  purchase,  acquisition  or  supply of
property  and  assets,  whether  for resale or otherwise, other than value-added
reseller  agreements  entered  into  in  the  ordinary  course  of  business;

               (m)     Contracts  providing  for  "take  or  pay"  or  similar
unconditional  purchase  or  payment  obligations;

               (n)     any  other  contract  which is material to its operations
and  business  prospects  or  involves  a  consideration  in  excess  of $50,000
annually,  excluding  any  purchase  orders  in the ordinary course of business.

          2.10.2     The  Corporation has performed in all material respects all
obligations required to be performed by it and is not in default in any material
respect  under  or in breach of nor in receipt of any claim of default or breach
under  any  Contract  to which the Corporation is subject; no event has occurred
which with the passage of time or the giving of notice or both would result in a
default,  breach  or  event  of  noncompliance  under  any Contract to which the
Corporation  is subject; the Corporation has no present expectation or intention
of  not  fully


                                       11
<PAGE>
performing  all  of  its  contractual  obligations;  and  the Corporation has no
knowledge  of  any  breach  or  anticipated  breach  by the other parties to any
Contract  to  which  it  is  a  party.

          2.10.3     SCHEDULE  2.10.3  contains  a  list  of  each  of  the
Corporation's  Contracts  with  any  Person  who  sells  products or services to
Corporation  in  excess  of  $25,000  in  the  aggregate per annum, or who has a
Contract  to  resell  any  product  or  service  provided  by  the  Corporation.

     2.11     BROKERAGE.  No  broker,  agent  or finder has rendered services to
              ---------
the  Sellers or the Corporation in connection with the transactions contemplated
under  this  Agreement.

     2.12     TITLE  AND  RELATED  MATTERS.
              ----------------------------

          2.12.1     Except  as  set  forth  in  SCHEDULE  2.12.1  hereto,  the
Corporation  has  good  and marketable title to all of the properties and assets
reflected  in  the  Financial  Statements (except for properties and assets sold
since the Financial Statement Date in the ordinary course of business), free and
clear  of  all  Liens,  except  (a) statutory Liens not yet delinquent; (b) such
imperfections  or  irregularities  of  title,  Liens,  easements,  charges  or
encumbrances  as  do  not  detract from or interfere with the present use of the
properties  or  assets  subject  thereto  or  affected thereby, otherwise impair
present business operations at such properties; or do not detract from the value
of  such  properties and assets, taken as a whole; or (c) Liens reflected in the
Financial  Statements  or  the  notes  thereto.

          2.12.2     There  has  not been since the Financial Statement Date and
will  not be prior to the Closing Date, any sale, lease or any other disposition
or  distribution  by  the Corporation of any of its assets or properties and any
other  assets  now or hereafter owned by it, except transactions in the ordinary
and  regular  course of business, or as otherwise consented to by the Purchaser.

     2.13     LITIGATION.  There  is  no Claim pending or threatened against the
              ----------
Corporation  which,  if  adversely  determined,  would  have  a Material Adverse
Effect, nor is there any Order outstanding against the Corporation which has, or
could  reasonably  be  expected  to  have,  a  Material  Adverse  Effect.

     2.14     TAX  MATTERS.
              ------------

          2.14.1     The  Corporation  has  filed  all  federal,  tax  reports,
returns,  information  returns  and other documents required to be filed and has
filed  state  and  local  tax  reports,  returns,  information  returns  in  the
jurisdictions  listed  on  SCHEDULE  2.14.1  (collectively  the  "TAX  RETURNS")
required  to  be  filed and has duly paid or accrued on the Financial Statements
all  relevant  taxes,  including  without  limitation  income,  premium,  gross
receipts,  net proceeds, alternative or add-on minimum, ad valorem, value added,
turnover,  sales,  use,  property,  personal property (tangible and intangible),
stamp,  leasing,  lease,  user,  excise,  duty,  franchise,  transfer,  license,
withholding,  payroll,  employment,  fuel,  excess  profits,  occupational  and
interest  equalization, windfall profits, severance and other charges (including
interest and penalties) (collectively, the "TAXES") due claimed to be due or may
be  due  by  federal,  state,  or  local  authorities (collectively, the "TAXING
AUTHORITIES").  All  Taxes  required  or  anticipated to be paid for all periods
prior to and including the Closing Date have been paid or fully reserved against
in  accordance  with  GAAP,  except  as provided in SCHEDULE 2.14.1 hereto.  All
Taxes  which  are


                                       12
<PAGE>
required  to be withheld or collected by the Corporation have been duly withheld
or  collected  and,  to the extent required, have been paid to the proper Taxing
Authority  or  properly  segregated or deposited as required by applicable laws.
There  are  no  Liens  for  Taxes upon any property or assets of the Corporation
except  for  liens  for  Taxes  not yet due and payable. The Corporation has not
executed  a  waiver  of  the statute of limitations on the right of the Internal
Revenue  Service  or any other Taxing Authority to assess additional Taxes or to
contest  the  income  or  loss with respect to any Tax Return.  The basis of any
depreciable  assets,  and the methods used in determining allowable depreciation
(including  cost  recovery),  of the Corporation is substantially correct and in
compliance  with  the  Internal  Revenue  Code  of  1986,  as  amended,  and the
regulations  thereunder  (the  "CODE").

          2.14.2     No  issues  have  been raised that are currently pending by
any  Taxing  Authority  in  connection with any Tax Returns.  No material issues
have  been raised in any examination by any Taxing Authority with respect to the
Corporation  which,  by  application  of similar principles, reasonably could be
expected  to  result  in  a  proposed  deficiency  for  any  other period not so
examined.  There  are  no  unresolved  issues or unpaid deficiencies relating to
such examinations.  The items relating to the business, properties or operations
of  the  Corporation on the Tax Returns filed by or on behalf of the Corporation
for  all  taxable  years  (including  the supporting schedules filed therewith),
available copies of which have been supplied to the Purchaser, state accurately,
in  all  material  respects  the  information  requested  with  respect  to  the
Corporation  and  such information was derived from the books and records of the
Corporation.

          2.14.3     The  Corporation  is  not  subject  to  any  joint venture,
partnership  or  other arrangement or Contract which is treated as a partnership
for  federal  income  tax  purposes.  The  Corporation is not a party to any tax
sharing  agreement.

          2.14.4     The  Corporation  is  not a "consenting corporation" within
the  meaning  of  Section 341(f)(1) of the Code, or comparable provisions of any
state  statutes,  and  none  of  the  assets of the Corporation is subject to an
election  under Section 341(f) of the Code or comparable provisions of any state
statutes.

          2.14.5     The  Corporation  is  not  and  will  not  be  required  to
recognize  after  the  Closing  Date any taxable income in respect of accounting
method  adjustments  required to be made under the Tax Reform Act of 1986 or the
Revenue  Act  of  1987.

          2.14.6     None  of  the  assets  of  the  Corporation  constitutes
tax-exempt  bond financed property or tax-exempt use property within the meaning
of  Section  168  of  the  Code,  and  none of the assets of the Corporation are
subject  to a lease, safe harbor lease or other arrangement as a result of which
the  Corporation  is  not  treated as the owner for federal income tax purposes.

          2.14.7     The  Corporation  has not made or become obligated to make,
and will as a result of any event connected with the Closing become obligated to
make,  any  "excess  parachute  payment"  as defined in Section 280G of the Code
(without  regard  to  subsection  (b)(4)  thereof).

          2.14.8     Tax  Sharing Agreements.  The Corporation is not a party to
                     -----------------------
any  Tax  Sharing  Agreement.


                                       13
<PAGE>
          2.14.9     Returns  and  Reports.  The  Corporation shall file all Tax
                     ---------------------
Returns and reports with respect to Taxes which are required to be filed for Tax
periods  ending  on  or before the Closing Date (a "PRE-CLOSING TAX RETURN") and
shall  pay  all  amounts  shown to be due on such Pre-Closing Tax Returns to the
appropriate  taxing  authority.

          2.14.10      Tax  Books  and  Records.  The  Purchaser and the Sellers
                       ------------------------
shall  furnish or cause to be furnished to each other, upon request, as promptly
as  practicable,  such  information  (including access of books and records) and
assistance relating to the Corporation as is reasonably necessary for the filing
of  any  return  or  report,  for  the  preparation  for  any audit, and for the
prosecution  or  defense  of  any  claim  relating to any proposed adjustment or
refund  Claim.

     2.15     COMPLIANCE  WITH  LAW  AND APPLICABLE GOVERNMENT REGULATIONS.  The
              ------------------------------------------------------------
Corporation  is  presently  in material compliance in respect of its operations,
practices,  real property, plants, structures, and other property, and all other
aspects  of its business, with all applicable Regulations and Orders, including,
but  not  limited  to, all Regulations relating to the safe conduct of business,
environmental  protection,  quality  and  labeling,  antitrust,  Taxes, consumer
protection, equal opportunity, discrimination, health, sanitation, fire, zoning,
building  and  occupational  safety  where  such  failure  or  failures  would
individually  or  in the aggregate have a Material Adverse Effect.  There are no
Claims  pending  or  threatened against the Corporation, nor has the Corporation
received  any  written  notice,  regarding any violations of any Regulations and
Orders  enforced  by  any  Authority  claiming jurisdiction over the Corporation
including  any  requirement  of  OSHA or any pollution and environmental control
agency  (including  air  and  water).

     2.16     ERISA  AND  RELATED MATTERS.  The Corporation is not a party to or
              ---------------------------
participates  in  or have any liability or contingent liability with respect to:

          2.16.1     any  "employee  welfare  benefit  plan,"  "employee pension
benefit  plan"  or "multiemployer plan" (as those terms are respectively defined
in  Sections 3(1), 3(2) and 3(37) of the Employee Retirement Income Security Act
of  1974,  as  amended  ("ERISA"));

          2.16.2     any  retirement  or  deferred  compensation plan, incentive
compensation  plan,  stock  plan,  unemployment compensation plan, vacation pay,
severance  pay,  bonus  or  benefit  arrangement,  insurance  or hospitalization
program  or  any  other  fringe  benefit  arrangements (referred to collectively
hereinafter  as  "fringe  benefit  arrangements")  for  any  employee, director,
consultant  or  agent,  whether  pursuant  to  contract,  arrangement, custom or
informal understanding, which does not constitute an "employee benefit plan" (as
defined  in  Section  3(3)  of  ERISA);  or

          2.16.3     any  employment  agreement  not  terminable  on thirty (30)
days'  or  less  written  notice,  without  further  liability.

     2.17     BANKS,  BROKERS  AND PROXIES.  SCHEDULE 2.17 hereto sets forth (a)
              ----------------------------
the  name  of  each  bank,  trust  company,  securities or other broker or other
financial  institution with which the Corporation has an account, credit line or
safe  deposit  box  or  vault, or otherwise maintains relations; (b) the name of
each  person  authorized by the Corporation to draw thereon or to have access to
any  such  safe deposit box or vault; (c) the purpose of each such account, safe
deposit


                                       14
<PAGE>
box  or vault; and (d) the names of all persons authorized by proxies, powers of
attorney  or  other  instruments  to act on behalf of the Corporation in matters
concerning  its  business  or  affairs.  All  such  accounts, credit lines, safe
deposit  boxes  and vaults are maintained by the Corporation for normal business
purposes,  and no such proxies, powers of attorney or other like instruments are
irrevocable.  The  account  statements  previously provided to the Purchaser are
true  and  complete  in  all  respects.

     2.18     INTELLECTUAL  PROPERTY.
              ----------------------

          2.18.1     The  Corporation  has  no trade name, service mark, patent,
copyright or trademark related to its business, except those which are set forth
in  SCHEDULE  2.18.1,  which  are  all  those necessary for the operation of its
business  as  currently  conducted.

          2.18.2     The Corporation has the right to use each Proprietary Right
listed  on SCHEDULE 2.18.2.  There are no Claims pending, or threatened, against
the Corporation that its use of any of the Proprietary Rights listed on SCHEDULE
2.18.2  infringes  the  rights  of  any  Person.

          2.18.3     The  Corporation  is  not  a  party  in any capacity to any
franchise,  license  or  royalty  agreement  respecting  any  Proprietary Right.

     2.19     DEALINGS  WITH  AFFILIATES.  SCHEDULE  2.19  hereto  sets  forth a
              --------------------------
complete  list,  including  the  parties,  of all oral or written agreements and
arrangements  to  which  the Corporation is, will be or has been a party, at any
time  from  December  31, 2004 to the Closing Date, and to which any one or more
Affiliates  is  also  a  party.

     2.20     INSURANCE.  The Corporation currently has, and through the Closing
              ---------
Date  will  have, insurance contracts or policies (the "POLICIES") in full force
and effect which provide for coverages that are usual and customary as to amount
and scope in the business of the Corporation.  SCHEDULE 2.20 hereto sets forth a
summary  of  all  insurance  contracts  or  policies that relate to liability or
excess  liability  insurance  (collectively,  the  "LIABILITY POLICIES") and all
other  Policies, including the name of the insurer, the types, dates and amounts
of  coverages  and  any  material  coverage  exclusions.  Except as set forth in
SCHEDULE  2.20 hereto, all of the Policies and Liability Policies remain in full
force  and  effect.  The  Corporation  has  not  breached or otherwise failed to
perform,  in  any material respect, its obligations under any of the Policies or
the  Liability  Policies  nor  have  the Sellers or the Corporation received any
adverse  notice  or communication from any of the insurers party to the Policies
or  the Liability Policies with respect to any such alleged breach or failure in
connection with any of the Policies or the Liability Policies.  All Policies are
sufficient  for  compliance  with  all  Regulations, Orders and all Contracts to
which  either  Corporation  is  subject; are valid, outstanding, collectible and
enforceable  policies;  and  will not in any way be affected by, or terminate or
lapse  by  reason  of,  the  execution  and  delivery  of  this Agreement or the
consummation of the transactions contemplated hereby.  The Corporation has never
been  refused  any  insurance  with  respect  to  the  Corporation's  assets  or
operations, nor has coverage ever been limited by any insurance carrier to which
the  Corporation  has  applied for any Policy, or with which the Corporation has
carried  a  Policy.


                                       15
<PAGE>
     2.21     DISCLOSURE.  Neither  this  Agreement  nor  any  of  the exhibits,
              ----------
attachments, written statements, documents, certificates or other items prepared
for  or  supplied  to  the  Purchaser  by  or  on  behalf  of the Sellers or the
Corporation  with  respect  to the transactions contemplated hereby contains any
untrue  statement  of a material fact or omits a material fact necessary to make
each  statement  contained  herein  or therein not misleading.  There is no fact
which  the  Sellers  or  the  Corporation have not disclosed to the Purchaser in
writing  and  of which the Sellers or the Corporation or any of their respective
officers,  directors  or executive employees is aware and which could reasonably
be  anticipated  to  have  a  Material  Adverse  Effect.

                                    ARTICLE 3

                    ADDITIONAL REPRESENTATIONS OF THE SELLER

     Each  Seller hereby represents and warrants to the Purchaser, severally but
not  jointly, as of the date hereof and as of the Closing Date that, to the best
of  their  knowledge:

     3.1     SHARES  HELD  FOR OWN ACCOUNT.  Any shares of Common Stock acquired
             -----------------------------
by  the  Seller  hereunder  (the  "ACQUIRED  SHARES") are being acquired for the
Seller's  own  account;  not  as  a nominee or agent, and not with a view to the
direct  or indirect sale or distribution of any part thereof, and the Seller has
no  present  intention  of  selling, granting any participation in, or otherwise
distributing  the same, except in compliance with the Securities Act of 1933, as
amended  (the  "SECURITIES  ACT").

     3.2     NO  REGISTRATION.  The Seller understands and acknowledges that the
             ----------------
Acquired  Shares  have not been registered under the Securities Act or any state
securities laws, are being sold in reliance upon an exemption or exemptions from
the  registration and prospectus delivery requirements of the Securities Act and
applicable  state  securities  laws, and must be held by the Seller indefinitely
unless  a  subsequent disposition thereof is registered under the Securities Act
and  applicable  state  securities  laws  or  is  exempt  therefrom.

     3.3     INVESTMENT  KNOWLEDGE.  The officers and managers of Rock Creek and
             ---------------------
Shaw  each  have  the knowledge, skill and experience in financial, business and
investment  matters  relating  to  an investment of this type and are capable of
evaluating  the  merits  and  risks  of such investment and protecting the their
respective interests in connection therewith.  To the extent deemed necessary by
the  Seller,  such Seller has retained, at the Seller's own expense, appropriate
professional  advice  regarding  the  investment,  tax  and  legal  merits  and
consequences  of  acquiring  and  owning  the  Acquired  Shares.

                                    ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Sellers and the Corporation as
follows  as  of  the  date hereof and as of the Closing Date, to the best of its
knowledge:

     4.1     CORPORATE  ORGANIZATION.  The  Purchaser  is  a  corporation  duly
             -----------------------
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation  with  full


                                       16
<PAGE>
corporate  power  and  authority  to  carry  on  its business as it is now being
conducted  and  to  own,  operate  and  lease  its  properties  and  assets.

     4.2     CAPITAL  STOCK.  As of July 31, 2005, the entire authorized capital
             --------------
stock of the Purchaser consists of three hundred million (300,000,000) shares of
Common Stock with $0.001 par value per share, of which eight million two hundred
eight  thousand  six  hundred  forty  nine  (8,208,649)  shares  were issued and
outstanding,  five  million  (5,000,000)  shares  of Series A Preferred Stock of
which  one million (1,000,000) are issued and outstanding, four hundred thousand
(400,000)  shares  of  Series  B  Preferred  Stock  all  of which are issued and
outstanding  and  five  hundred  thousand (500,000) shares of Series C Preferred
Stock,  all  of  which are issued and outstanding. Since July 31, 2005 no Common
Stock,  Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock has been issued other than Common Stock trading on the OTC Bulletin Board.
All  issued  and  outstanding shares of Common Stock,  Series A Preferred Stock,
Series  B  Preferred  Stock or Series C Preferred Stock have been validly issued
and  are fully paid and non-assessable, with no personal liability or preemptive
rights attaching to the ownership thereof.  Except as set forth on SCHEDULE 4.2,
no  instruments  or  securities  of  any  kind  exist which are convertible into
additional  shares  of  the  capital  stock  of  the  Corporation,  nor  do  any
outstanding  options,  warrants,  rights,  calls,  commitments,  plans  or other
arrangements  or agreements of any character exist providing for the purchase or
issuance  of  any  additional  shares  of  the  Corporation.

     4.3     AUTHORIZATION.  The  Purchaser  has  full  corporate  power  and
             -------------
authority  to  enter  into  this  Agreement  and  to  carry out the transactions
contemplated  hereby.  The  directors  of the Purchaser have duly authorized the
execution,  delivery  and  performance  of  this  Agreement and the transactions
contemplated  hereby,  and  no  other  corporate  proceedings  on  its  part are
necessary  to authorize this Agreement and the transactions contemplated hereby.
This  Agreement  constitutes  the  legal,  valid  and  binding obligation of the
Purchaser  enforceable  against  it  in  accordance  with  its  terms.

     4.4     NO  VIOLATION.  Other  than  as  set  forth  in  SCHEDULE  4.4, the
             -------------
execution  and  delivery  by  the  Purchaser  of  this  Agreement, and all other
agreements  contemplated  hereby, and the fulfillment of and compliance with the
respective  terms  hereof  and  thereof by the Purchaser do not and will not (a)
conflict with or result in a breach of the terms, conditions or provisions of or
constitute  a  default or event of default under (with due notice, lapse of time
or  both)  of  any  contract to which the Purchaser is a party; b) result in the
creation  of  any  Lien  upon any of the Purchaser's capital stock or assets; c)
give  any  third party the right to accelerate any obligations of the Purchaser;
or  d) result in a violation of or require any authorization, consent, approval,
exemption  or  other  action by or notice to any court or Authority pursuant to,
the  charter or bylaws of the Purchaser, or any Regulation, Order or Contract to
which  the  Purchaser  or its properties are subject.  The Purchaser will comply
with  all  applicable  Regulations  and Orders in connection with the execution,
delivery  and  performance  of  this Agreement and the transactions contemplated
hereby

     4.5     FINANCIAL  STATEMENTS.
             ---------------------

          4.5.1     Audited  year-end  balance  sheets  and  statements  of
operations,  stockholders  equity and cash flow of the Purchaser as of April 30,
2005  and  unaudited  balance


                                       17
<PAGE>
sheets  for the period commencing May 1, 2005 and ending September 30, 2005 (the
"PURCHASER  FINANCIAL  STATEMENT  DATE") and unaudited statements of operations,
stockholders  equity  and  cash  flow  for  the five (5) month period then ended
(collectively,  the "PURCHASER FINANCIAL STATEMENTS") have been delivered to the
Sellers.  Such balance sheets and the notes thereto fairly present the financial
position  of  the  Purchaser  as  at  the  respective  dates  thereof,  and such
statements  of  operations,  stockholders  equity  and  cash  flow and the notes
thereto  (a)  fairly  present  the results of operations for the periods therein
referred  to,  all  in  accordance with GAAP (except as stated therein or in the
notes  thereto)  applied on a consistent basis; (b) fairly present the financial
condition of the Purchaser at the respective date of, and for the period covered
by  such statements, other than as set forth in that certain Form 8-K filed with
the United States Securities and Exchange Commission on November 4, 2005 and (c)
except  as  disclosed  in SCHEDULE 4.5.1, are in accordance with the required or
permitted statutory accounting requirements or practices applied on a consistent
basis  under  the  laws of the State of Delaware.  Since the Purchaser Financial
Statement  Date,  no  change  has  occurred in the condition of the Purchaser as
shown  in  the  Purchaser  Financial Statements which has or could reasonably be
expected  to  have  a  Material  Adverse  Effect.

          4.5.2     Except  as set forth in SCHEDULE 4.5.2 hereto, the Purchaser
does  not  have  any  Indebtedness,  obligation  or  liability (whether accrued,
absolute, contingent, unliquidated or otherwise, known to the Purchaser, whether
due  or  to  become due) arising out of transactions entered into or Occurrences
that  occurred  at or prior to the Closing Date, other than: (a) liabilities set
forth in the Purchaser Financial Statements; and (b) liabilities and obligations
which  have  arisen after the Purchaser Financial Statement Date in the ordinary
course  of  business  (none  of  which  is  a liability resulting from breach of
Contract,  breach  of  warranty,  tort,  infringement,  Claim  or  lawsuit).

     4.6     BROKERAGE.  No broker, agent or finder has rendered services to the
             ---------
Purchaser in connection with the transactions contemplated under this Agreement.

     4.7     INVESTMENT  INTENT.  The  Purchaser is acquiring the Shares for its
             ------------------
own  account  and  not  with  a view to their distribution within the meaning of
Section  2(11)  of  the  Securities  Act.

     4.8     ACQUIRED  SHARES.  The  Acquired  Shares issuable to the Sellers by
             ----------------
the  Purchaser  hereunder  will,  upon  issuance,  (a)  be  fully  paid  and
nonassessable;  and  (b)  be  free  and  clear  of  any  and  all  Liens.

     4.9     DISCLOSURE.  Neither  this  Agreement  nor  any  of  the  exhibits,
             ----------
attachments, written statements, documents, certificates or other items prepared
for  or  supplied  to  the  Sellers  or  the  Corporation by or on behalf of the
Purchaser  with  respect  to  the  transactions contemplated hereby contains any
untrue  statement  of a material fact or omits a material fact necessary to make
each  statement  contained  herein  or therein not misleading.  There is no fact
which  the  Purchaser  has  not  disclosed  to the Seller and the Corporation in
writing  and  of  which  the  Purchaser  or its officers, directors or executive
employees  is aware and which could reasonably be anticipated to have a Material
Adverse  Effect.


                                       18
<PAGE>
                                    ARTICLE 5

                      REPRESENTATIONS AND WARRANTIES OF RAY

     Ray  represents  and  warrants  to  the  Rock  Creek and the Corporation as
follows  as  of  the  date  hereof  and  as  of  the  Closing  Date:

     5.1     OWNERSHIP  OF  STOCK.  Ray  owns,  beneficially  and of record, all
             --------------------
right,  title  and interest in and to the Ray Stock, which shares are fully paid
and  non-assessable,  free  and  clear of any security interests, claims, liens,
pledges,  options,  encumbrances,  charges,  agreements, voting trusts, proxies,
restrictions  on  transfer or other arrangements, restrictions or limitations of
any  kind, other than as set forth on SCHEDULE 5.1 (the "RAY STOCK LIENS").  The
Ray  Stock  shall be free and clear of all of the Ray Stock Liens, and any other
liens  or  other  encumbrances,  at the time such Ray Stock is delivered to Rock
Creek, and the delivery to Rock Creek of the stock certificate(s) evidencing the
Ray  Stock,  along with corresponding stock powers, if applicable, will transfer
good  and  valid  title  to  the  Ray  Stock  to  Rock  Creek.

     5.2     AUTHORIZATION.  Ray  has  the  full  right,  power,  authority, and
             --------------
capacity to enter into and perform his obligations hereunder, and this Agreement
constitutes  a  valid  and  binding obligation of Ray enforceable against him in
accordance  with  its  terms.

     5.3     DISCLOSURE.  Neither  this  Agreement  nor  any  of  the  exhibits,
             ----------
attachments, written statements, documents, certificates or other items prepared
for  or  supplied  to  Rock Creek or the Corporation by or on behalf of Ray with
respect to the transactions contemplated hereby contains any untrue statement of
a  material  fact  or  omits  a  material  fact necessary to make each statement
contained  herein or therein not misleading.  There is no fact which Ray has not
disclosed to Rock Creek and the Corporation in writing and of which Ray is aware
and  which  could  reasonably  be anticipated to have a Material Adverse Effect.

                                    ARTICLE 6

                   COVENANTS OF THE SELLER AND THE CORPORATION

     Until the Closing Date, except as otherwise consented to or approved by the
Purchaser  in  writing,  Rock  Creek and the Corporation covenant and agree that
they shall act, and shall cause the Corporation so to act or refrain from acting
where  required  hereinafter,  to  comply  with  the  following:

     6.1     REGULAR  COURSE  OF  BUSINESS.  The  Corporation  shall operate its
             -----------------------------
business  diligently  and  in  good  faith,  consistent  with  past  management
practices;  shall  maintain  its  properties  in good order and condition, shall
maintain  (except  for expiration due to lapse of time) all leases and Contracts
described  herein  in effect without change except as expressly provided herein;
shall  materially  comply  with  the  provisions  of  all Regulations and Orders
applicable to the Corporation and the conduct of its business; shall not cancel,
release,  waive  or  compromise  any  debt, Claim or right in its favor having a
value in excess of $50,000; shall not alter the rate or basis of compensation of
any  of  its  officers,  directors  or  employees,  other  than  annual  salary


                                       19
<PAGE>
increases  for  employees  already  budgeted;  shall  maintain  insurance  and
reinsurance coverage up to the Closing Date with at least the coverage currently
maintained.

     6.2     AMENDMENTS.  Except  as  required for the transactions contemplated
             ----------
in  this  Agreement,  no  change  or  amendment  shall be made in the charter or
by-laws of the Corporation.  The Corporation shall not merge into or consolidate
with  any  other  corporation  or  person,  or  change  the  character  of their
businesses  without  the  prior  written consent of the Purchaser, which consent
shall  not  be  unreasonably  withheld.

     6.3     CAPITAL  CHANGES; PLEDGES.  the Corporation shall not issue or sell
             -------------------------
any  shares  of  its  capital stock of any class or issue or sell any securities
convertible  into,  or  options, warrants to purchase or rights to subscribe to,
any  shares  of  its  capital  stock  and  the  Corporation  shall not pledge or
otherwise  encumber  any  shares  of  its  capital  stock.

     6.4     DIVIDENDS.  The Corporation shall not declare, pay or set aside for
             ---------
payment  any dividend or other distribution in respect of its capital stock, nor
shall  the  Corporation,  directly  or indirectly, redeem, purchase or otherwise
acquire  any  shares  of  its  capital  stock.

     6.5     CAPITAL AND OTHER EXPENDITURES.  The Corporation shall not make any
             ------------------------------
capital  expenditures,  or  commitments with respect thereto, except as provided
herein.  The Corporation shall not make any loan or advance to any Affiliate and
the  Corporation  shall collect in full any amounts outstanding now due from any
Affiliate.

     6.6     BORROWING.  The  Corporation  shall  not incur, assume or guarantee
             ---------
any  Indebtedness  not  reflected  on  the  Financial  Statements  except in the
ordinary  course  of  business  or  for purposes of consummation of transactions
contemplated  by this Agreement and in any case only after consultation with the
Purchaser.

     6.7     OTHER COMMITMENTS.  Except as set forth in this Agreement, incurred
             -----------------
or transacted in the ordinary course of business, or permitted in writing by the
Purchaser,  the  Corporation  shall  not  enter into any transaction or make any
commitment  or  incur  any obligation (including entering into any real property
leases).

     6.8     INTERIM  FINANCIAL  INFORMATION  AND  AUDIT.  The Corporation shall
             -------------------------------------------
supply  the  Purchaser with unaudited monthly operating statements within thirty
(30)  days after the end of each month (the "INTERIM FINANCIALS") ending between
the  date  hereof  and the Closing Date.  The Corporation hereby represents that
such  Interim Financials will be prepared in accordance with procedures employed
by the Corporation in preparing prior monthly operating statements and that such
financial  statements  will be prepared in accordance with GAAP and will include
all  adjustments  (all  of which were normal recurring adjustments) necessary to
fairly  present, in all material respects, the Corporation's financial position,
results  of operations and changes in financial position at and for such period.

     6.9     FULL  ACCESS  AND  DISCLOSURE.
             -----------------------------

          6.9.1     The  Sellers  and  the  Corporation  shall  afford  to  the
Purchaser  and  its  counsel,  accountants  and other authorized representatives
reasonable access during business hours to each of the Corporation's facilities,
properties,  books  and  records  in  order  that  the


                                       20
<PAGE>
Purchaser may have full opportunity to make such reasonable investigations as it
shall  desire  to  make  of the affairs of the Corporation; and the Seller shall
cause  the  Corporation's  officers,  employees  and  auditors  to  furnish such
additional  financial  and operating data and other information as the Purchaser
shall  from  time  to time reasonably request including, without limitation, any
internal  control  recommendations  applicable  to  the  Corporation made by the
Corporation's  independent  auditors  in  connection  with  any  audit  of  the
Corporation.

          6.9.2     From  time  to  time  prior to the Closing Date, the Sellers
shall  promptly  supplement  or  amend  information  previously delivered to the
Purchaser  with  respect  to  any matter hereafter arising which, if existing or
occurring  at  the  date  of  this Agreement, would have been required to be set
forth  herein  or  disclosed.

     6.10     CONSENTS.  The  Sellers  and  the Corporation shall use their best
              --------
efforts to obtain on or prior to the Closing Date, all consents necessary to the
consummation  of  the  transactions  contemplated  hereby.

     6.11     BREACH  OF  AGREEMENT.  The  Corporation and the Sellers shall not
              ---------------------
take  any  action  or  permit the Corporation to take any action which, if taken
prior  to  the  Closing  Date,  would  constitute  a  breach  of this Agreement.

     6.12     CONFIDENTIALITY.  The Sellers and the Corporation shall, and shall
              ---------------
cause  their  respective principals, officers and other personnel and authorized
representatives  to,  hold  in  confidence,  and not disclose to any other party
without  the  Purchaser's prior consent, all information received by it from the
Purchaser or its officers, directors, employees, agents, counsel and auditors in
connection  with  the transactions contemplated hereby except as may be required
by  applicable  law  or  as  otherwise  contemplated  herein.

                                    ARTICLE 7

                           COVENANTS OF THE PURCHASER

     The  Purchaser  hereby  covenants  and  agrees  with  the  Sellers  that:

     7.1     CONSENTS.  The Purchaser shall use its best efforts to obtain on or
             --------
prior  to  the  Closing  Date, all consents necessary to the consummation of the
transactions  contemplated  hereby.

     7.2     BREACH  OF  AGREEMENT.  The  Purchaser  shall  not  take any action
             ---------------------
which,  if  taken  prior  to the Closing Date, would constitute a breach of this
Agreement.

     7.3     CONFIDENTIALITY.  The  Purchaser  shall,  and  shall  cause  its
             ---------------
principals, officers and other personnel and authorized representatives to, hold
in confidence, and not disclose to any other party without the Majority Holder's
prior  consent, all information received by it from Shaw or from Rock Creek's or
the  Corporation's  officers, directors, employees, agents, counsel and auditors
in  connection  with  the  transactions  contemplated  hereby  except  as may be
required  by  applicable  law  or  as  otherwise  contemplated  herein.


                                       21
<PAGE>
     7.4     TRANSFER  OR  PLEDGE  OFSHARES.  Other  than  pursuant to the Stock
             ------------------------------
Pledge  Agreement,  Purchaser  shall  not  sell,  transfer,  assign,  pledge  or
otherwise  encumber  any  of  the  Shares  until  the  ability of the Sellers to
repurchase  the  Shares  pursuant  to  the  provisions  of  Section  1.5 of this
Agreement  have  expired,  without  the  prior  written  consent of the Sellers.

                                    ARTICLE 8

                                OTHER AGREEMENTS

     As  a  condition  to the Parties' obligation to consummate the transactions
contemplated  hereby:

     8.1     TAX  PERIODS  BEGINNING  BEFORE  AND ENDING AFTER THE CLOSING DATE.
             ------------------------------------------------------------------
The  Purchaser  shall  prepare  or  cause to be prepared and file or cause to be
filed  any Tax Returns of the Corporation for tax periods which begin before the
Closing  Date  and  end  after  the  Closing  Date.

     8.2     AUDITS.  At  all  times  prior  to  the  Determination  Date,  the
             ------
Purchaser  will  allow  the  Corporation  and  its counsel to participate in any
audits  of  the  Purchaser consolidated federal income Tax Returns to the extent
that  such returns relate to the Corporation.  The Purchaser will not settle any
such  audit  in  a manner which would adversely affect the Corporation after the
Closing Date without the prior written consent of Majority Holder, which consent
shall  not  unreasonably  be  withheld.

     8.3     EMPLOYMENT,  NON-COMPETITION AND INCENTIVE COMPENSATION AGREEMENTS.
             ------------------------------------------------------------------
Jerry  J.  Harrison and Gregory A. Buchholz (collectively, the "MANAGERS") shall
at  the  Closing,  execute  and  deliver  the  Employment,  Non-Competition  and
Incentive  Compensation  Agreements  in  the  forms  of  EXHIBIT C and EXHIBIT D
hereto,  respectively  (each  an  "EMPLOYMENT  AGREEMENT").

     8.4     FURTHER  ASSURANCES.  Subject  to  the terms and conditions of this
             -------------------
Agreement,  each  of  the  Parties hereto shall use its best efforts to take, or
cause  to  be  taken,  all  action,  and  to do, or cause to be done, all things
necessary,  proper  or  advisable under applicable Regulations to consummate and
make  effective the transactions contemplated by this Agreement.  If at any time
after  the  Closing  Date  the  Purchaser  shall consider or be advised that any
further  deeds,  assignments  or  assurances  in  law or in any other things are
necessary,  desirable  or  proper  to  vest,  perfect  or  confirm, of record or
otherwise,  in  the Purchaser, the title to any property or rights of any of the
Corporation  acquired  or  to  be  acquired by reason of, or as a result of, the
acquisition,  the  Seller  agrees  that the Seller and its proper officers shall
execute and deliver all such proper deeds, assignments and assurances in law and
do  all  things necessary, desirable or proper to vest, perfect or confirm title
to  such  property  or  rights in the Corporation and otherwise to carry out the
purpose  of  this  Agreement.

     8.5     NO SOLICITATION OR NEGOTIATION.  Unless and until this Agreement is
             ------------------------------
terminated,  the  Sellers  and the Corporation shall not, and each shall use its
best  efforts  to  cause  its  directors,  officers, employees, representatives,
agents,  advisors,  accountants  and  attorneys  not  to,  initiate  or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to,  or


                                       22
<PAGE>
engage  in  negotiations  concerning, or provide any confidential information or
data  to  any  person  with respect to, or have any discussions with any persons
relating  to,  any  acquisition,  business combination or purchase of all or any
significant  asset  of,  or  any equity interest in, directly or indirectly, the
Corporation,  or otherwise facilitate any effort or attempt to do or seek any of
the  foregoing,  and  shall  immediately  cease  and  cause to be terminated any
existing  activities,  discussions  or  negotiations  with any parties conducted
heretofore  with  respect  to  any  of  the  foregoing.

     8.6     INDEMNIFICATION  AND  RELEASE FROM AGREEMENTS OF PERSONAL GUARANTY.
             ------------------------------------------------------------------
At Closing, the Purchaser shall execute an Indemnification Agreement in the form
of  EXHIBIT E, pursuant to which the Purchaser shall indemnify Managers from all
liability in the event any beneficiaries exercise their rights under the Manager
Guaranties.  The  Purchaser  shall also use its reasonable efforts to obtain the
termination  of  the  Manager  Guaranties  from  their respective beneficiaries.

                                    ARTICLE 9

                 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

     Each  and  every  obligation of the Purchaser under this Agreement shall be
subject  to  the  satisfaction,  on  or  before the Closing Date, of each of the
following  conditions  unless  waived  in  writing  by  the  Purchaser:

     9.1     REPRESENTATIONS  AND  WARRANTIES; PERFORMANCE.  The representations
             ---------------------------------------------
and  warranties  of  the Sellers and the Corporation contained in this Agreement
and  all  information contained in any exhibit, schedule or attachment hereto or
in  any  writing  delivered by, or on behalf of, the Sellers or the Corporation,
shall  be  true and correct in all material respects when made and shall be true
and  correct  in  all material respects on the Closing Date as though then made,
except as expressly provided herein.  The Sellers and the Corporation shall have
performed  and  complied in all material respects with all agreements, covenants
and  conditions  required by this Agreement to be performed and complied with by
them  prior  to  the  Closing  Date.  A  manager  of Rock Creek and Shaw, and an
officer  of  the  Corporation,  shall  each  have  delivered  to the Purchaser a
certificate (which shall be addressed to the Purchaser), dated the Closing Date,
in  the  form  of  EXHIBITS  F  and  G  hereto, respectively (each an "OFFICER'S
CERTIFICATE"),  certifying  to  the  foregoing.

     9.2     CONSENTS AND APPROVALS.  The Sellers and the Corporation shall have
             ----------------------
obtained  any  and  all  material  consents,  approvals, orders, qualifications,
licenses,  permits  or  other  authorizations,  required  by  all  applicable
Regulations,  Orders  and  Contracts  of  the  Corporation  or  binding on their
respective  properties  and  assets, with respect to the execution, delivery and
performance  of  the  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby,  including, without limitation, any consents required from
Carolina  First  Bank.

     9.3     OPINION OF THE SELLERS' COUNSEL.  The Purchaser shall have received
             -------------------------------
an opinion of the Sellers' outside counsel addressed to the Purchaser, dated the
Closing  Date,  in  the  form  set  forth  on  SCHEDULE  9.3.


                                       23
<PAGE>
     9.4     NO  MATERIAL  ADVERSE  CHANGE.  There  shall  have been no Material
             -----------------------------
Adverse  Change  since the date of this Agreement, which representation shall be
attested  to  in  the  Corporation's  Officer's  Certificate.

     9.5     NO  PROCEEDING  OR  LITIGATION.  No  preliminary  or  permanent
             ------------------------------
injunction  or  other  Order,  decree  or ruling issued by any Authority, or any
Regulation  promulgated  or  enacted  by any Authority shall be in effect, which
would  prevent  the  consummation  of  the  transactions  contemplated  hereby.

     9.6     PROCEEDINGS  AND DOCUMENTS.  All corporate and other proceedings in
             --------------------------
connection  with  the  transactions  contemplated  hereby  and all documents and
instruments  incident  to  such transactions shall be reasonably satisfactory in
substance and form to the Purchaser and the Purchaser's counsel, and the Sellers
and  the  Corporation shall have made available to the Purchaser for examination
the  originals or true, complete and correct copies of all records and documents
relating  to the business and affairs of the Corporation which the Purchaser may
reasonably  request  in  connection  with  said  transaction.

     9.7     SECRETARY'S  CERTIFICATE.  The  Purchaser  shall  have  received  a
             ------------------------
certificate,  substantially in the form of EXHIBIT H hereto, of the secretary of
the  Corporation,  as  to  the  charter  and  bylaws  of  the  Corporation,  the
resolutions  adopted  by  the  directors  and stockholders of the Corporation in
connection with this Agreement and the incumbency of the Corporation's officers.

     9.8     CERTIFICATES  OF  GOOD  STANDING.  At  the Closing, the Corporation
             --------------------------------
shall  have  delivered  to  the  Purchaser  a  certificate issued by the Georgia
Secretary  of  State  evidencing the good standing of the Corporation, and a tax
clearance  certificate from the Georgia Department of Revenue, both as of a date
not  more  than  thirty  (30)  days  prior  to  the  Closing.

     9.9     EMPLOYMENT AGREEMENTS.  The Managers and the Corporation shall have
             ---------------------
executed  and  delivered  the  Employment  Agreements.

     9.10     VOTING AGREEMENT AND ESCROW AGREEMENT.  RC shall have executed the
              -------------------------------------
Voting  Agreement  and  Escrow  Agreement.

     9.11     OTHER  DOCUMENTS.  The  Sellers  and the Corporation shall furnish
              ----------------
the  Purchaser  with such other and further documents and certificates including
certificates  of  the  Corporation  officers  and  others as the Purchaser shall
reasonably  request to evidence compliance with the conditions set forth in this
Agreement.

                                   ARTICLE 10

        CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE CORPORATION

     Each  and  every  obligation  of the Sellers and the Corporation under this
Agreement  shall  be subject to the satisfaction, on or before the Closing Date,
of  each  of  the following conditions unless waived in writing by a majority of
the  Sellers  and/or  the  Corporation,  as  applicable:


                                       24
<PAGE>
     10.1     REPRESENTATIONS  AND WARRANTIES; PERFORMANCE.  The representations
              --------------------------------------------
and  warranties  of  the  Purchaser  and Ray contained in this Agreement and all
information  contained  in  any  exhibit, schedule or attachment hereto shall be
true  and  correct  in  all  material  respects  when made and shall be true and
correct in all material respects on the Closing Date as though then made, except
as  expressly  provided  herein.  The Purchaser and Ray shall have performed and
complied  in all material respects with all agreements, covenants and conditions
required  by this Agreement to be performed and complied with by it prior to the
Closing  Date.  An  officer  of  the Purchaser and Ray, individually, shall have
delivered  to  the Sellers a certificate, dated the Closing Date, in the form of
EXHIBITS  I  and  J  hereto,  certifying  to  the  foregoing.

     10.2     CONSENTS AND APPROVALS.  The Purchaser shall have obtained any and
              ----------------------
all  material  consents, approvals, orders, qualifications, licenses, permits or
other  authorizations,  required  by  all  applicable  Regulations,  Orders  and
Contracts of the Purchaser or binding on its properties and assets, with respect
to the execution, delivery and performance of the Agreement and the consummation
of  the  transactions  contemplated  hereby.

     10.3     OPINION  OF THE PURCHASER'S COUNSEL.  The Sellers, the Corporation
              -----------------------------------
and  the  Managers  shall  have  received  an opinion of the Purchaser's outside
counsel  addressed  to  the Sellers, the Corporation and the Managers, dated the
Closing  Date,  in  the  form  set  forth  on  SCHEDULE  10.3.

     10.4     NO  PROCEEDING  OR  LITIGATION.  No  preliminary  or  permanent
              ------------------------------
injunction  or  other  Order,  decree  or ruling issued by any Authority, or any
Regulation  promulgated  or  enacted  by any Authority shall be in effect, which
would  prevent  the  consummation  of  the  transactions  contemplated  hereby.

     10.5     PROCEEDINGS AND DOCUMENTS.  All corporate and other proceedings in
              -------------------------
connection  with  the  transactions  contemplated  hereby  and all documents and
instruments  incident  to  such transactions shall be reasonably satisfactory in
substance and form to the Sellers and the Corporation and their counsel, and the
Purchaser  shall  have  made  available  to  the Sellers and the Corporation for
examination  the  originals  or true, complete and correct copies of all records
and  documents  relating  to the business and affairs of the Purchaser which the
Sellers  and  the  Corporation  may  reasonably  request in connection with said
transaction.

     10.6     SECRETARY'S  CERTIFICATE.  The  Sellers  and the Corporation shall
              ------------------------
have  received  a certificate, substantially in the form of EXHIBIT K hereto, of
the  secretary  of the Purchaser, as to the charter and bylaws of the Purchaser,
the  resolutions  adopted  by the directors and stockholders of the Purchaser in
connection  with  this Agreement and the incumbency of the Purchaser's officers.

     10.7     CERTIFICATE OF GOOD STANDING.  At the Closing, the Purchaser shall
              ----------------------------
have  delivered  to  the  Sellers  and  the  Corporation a certificate issued by
Delaware  Secretary  of State evidencing the good standing, with respect to both
the conduct of business and the payment of all franchise taxes, of the Purchaser
as  of  a  date  not  more  than  thirty  (30)  days  prior  to the Closing Date


                                       25
<PAGE>
     10.8     EMPLOYMENT  AGREEMENTS.  The  Managers  and  Purchaser  shall have
              ----------------------
executed  and  delivered  the  Employment  Agreements.

     10.9     INDEMNIFICATION  AGREEMENT.  The Purchaser shall have executed and
              --------------------------
delivered  the  Indemnification  Agreement.

     10.10     REGISTRATION RIGHTS AGREEMENT.  The Purchaser shall have executed
               -----------------------------
and  delivered  the  Registration  Rights  Agreement.

     10.11     VOTING  AGREEMENT  AND ESCROW AGREEMENT.  Ray shall have executed
               ---------------------------------------
the  Voting  Agreement  and  Escrow  Agreement.

     10.12     SECURED  NOTE  AND  STOCK PLEDGE AGREEMENT.  The Purchasers shall
               ------------------------------------------
have executed the Secured Note and the Stock Pledge Agreement attached hereto as
EXHIBIT  P,  and  shall have delivered the original stock certificate evidencing
the  Shares  to  Sellers,  along with a stock power for such Shares, endorsed in
blank.

     10.13     OTHER DOCUMENTS.  The Purchaser and Ray shall furnish the Sellers
               ---------------
and  the  Corporation  with  such  other  and further documents and certificates
including certificates of the Purchaser's officers and Ray and others as Sellers
and  the  Corporation  shall  reasonably request to evidence compliance with the
conditions  set  forth  in  this  Agreement.

                                   ARTICLE 11

                                     CLOSING

     11.1     CLOSING.  Unless  this  Agreement  shall  have  been terminated or
              -------
abandoned  pursuant  to  the  provisions  of  ARTICLE  12,  a  closing  of  the
transactions contemplated by this Agreement (the "CLOSING") shall be held on the
2nd  day  of  December,  2005,  or  on  such  other mutually agreed to date (the
"CLOSING  DATE").

     11.2     INTERVENING  LITIGATION.  If,  prior  to  the  Closing  Date,  any
              -----------------------
preliminary  or  permanent  injunction  or  other  Order  issued  by  a court of
competent jurisdiction or by any other Authority shall restrain or prohibit this
Agreement  or  the  consummation  of  the transactions contemplated herein for a
period  of  fifteen  (15)  days or longer, the Closing shall be adjourned at the
option  of either party for a period of thirty (30) days.  If at the end of such
thirty-day  period  such  injunction  or  Order  shall  not  have been favorably
resolved,  either  party  may, by written notice thereof to the other, terminate
this  Agreement,  without  liability  or  further  obligation  hereunder.

                                   ARTICLE 12

                          TERMINATION PRIOR TO CLOSING

     12.1     METHODS  OF TERMINATION.  This Agreement may be terminated and the
              -----------------------
transactions  herein  contemplated  may  be  abandoned  at  any  time:

          12.1.1     By  mutual  consent  of  the Purchaser and Majority Holder;


                                       26
<PAGE>
          12.1.2     By  the  Majority  Holder in writing, without liability, if
the  Purchaser  shall (a) fail to perform in any material respect its agreements
contained herein required to be performed by it on or prior to the Closing Date;
or  (b)  materially  breach  any of its representations, warranties or covenants
contained  herein,  which  failure  or  breach is not cured within ten (10) days
after  the Majority Holder has notified the Purchaser of its intent to terminate
this  Agreement  pursuant  to  this  Section  12.1.2;

          12.1.3     By  the  Purchaser in writing, without liability, if either
the Corporation or the Sellers shall (a) fail to perform in any material respect
their  agreements  contained herein required to be performed by them on or prior
to  the  Closing  Date;  or  (b) materially breach any of their representations,
warranties  or  covenants contained herein, which failure or breach is not cured
within ten (10) days after the Purchaser has notified the Majority Holder of its
intent  to  terminate  this  Agreement  pursuant  to  this  Section  12.1.3;

          12.1.4     By  either  Majority  Holder  or  the Purchaser in writing,
without  liability,  if  there shall be any order, writ, injunction or decree of
any  court  or  governmental  or regulatory agency binding on the Purchaser, the
Sellers  or  the  Corporation,  which  prohibits or restrains the Purchaser, the
Sellers  or  the  Corporation  from  consummating  the transactions contemplated
hereby,  provided that the Purchaser, the Sellers and the Corporation shall have
used  their  reasonable,  good  faith  efforts  to  have  any  such order, writ,
injunction  or  decree  lifted  and  the  same shall not have been lifted within
(thirty)  30  days  after entry, by any such court or governmental or regulatory
agency;  or

          12.1.5     By  either  Majority  Holder  or the Purchaser, in writing,
without  liability,  if  for any reason the Closing has not occurred by December
15,  2005  other  than  as a result of the breach of this Agreement by the party
attempting  to  terminate  the  Agreement.

     12.2     TERMINATION  OF  OBLIGATIONS.  Termination  of  this  Agreement
              ----------------------------
pursuant  to  this  ARTICLE  12  shall  terminate all obligations of the Parties
hereunder, except for the obligations under Sections 1.2.3, 6.12, 7.3, 12.2, and
14.13  hereof;  provided, however, that termination pursuant to Sections 12.1.2,
                --------  -------
12.1.3  or  12.1.5 hereof shall not relieve a defaulting or breaching party from
any  liability  to  the  other  party  hereto.

                                   ARTICLE 13

                                 INDEMNIFICATION

     13.1     THE  SELLERS'  AGREEMENT  TO  INDEMNIFY.  Subject to the terms and
              ---------------------------------------
conditions  set  forth  herein,  from  and  after the Closing, the Sellers shall
indemnify  and  hold  harmless the Purchaser, the Corporation, their Affiliates,
any  of  their  respective successors or assigns and their respective directors,
officers  or  employees  (each a "PURCHASER INDEMNIFIED PARTY") from and against
all  liability,  assessments,  losses,  charges,  costs and expenses (including,
without  limitation,  interest,  court  costs,  reasonable  attorneys'  fees and
expenses) (collectively "PURCHASER DAMAGES") incurred by a Purchaser Indemnified
Party  as  a  result  of or arising out of (a) a breach of any representation or
warranty  contained  in  ARTICLE  2  or  ARTICLE 3 of this Agreement; or (b) any
breach  of  or  noncompliance  by  the  Sellers  with  any covenant or agreement
contained  in  this  Agreement.


                                       27
<PAGE>
     13.2     THE PURCHASER'S  AGREEMENT TO INDEMNIFY.  Subject to the terms and
              ---------------------------------------
conditions  set  forth herein, from and after the Closing, the Purchaser and Ray
shall  indemnify  and hold harmless the Sellers and their respective Affiliates,
any  of  their  respective successors or assigns and their respective directors,
officers  or  employees (each a "SELLER INDEMNIFIED PARTY") from and against all
liability,  assessments, losses, charges, costs and expenses (including, without
limitation,  interest,  court  costs,  reasonable  attorneys' fees and expenses)
(collectively  "SELLER  DAMAGES")  incurred  by  a Seller Indemnified Party as a
result  of  or  arising  out  of  (a) a breach of any representation or warranty
contained  in  ARTICLE  4  and ARTICLE 5 of this Agreement; (b) any breach of or
noncompliance  by  the Purchaser or Ray with any covenant or agreement contained
in  this  Agreement;  and  (c) any liability of the Corporation.  (The Purchaser
Indemnified  Parties  and  Seller  Indemnified Parties are sometimes referred to
collectively  herein  as  the  "INDEMNIFIED  PARTIES."  "PURCHASER  DAMAGES" and
"SELLER  DAMAGES"  are sometimes referred to collectively herein as "DAMAGES.").

     13.3     LIMITATIONS  ON  INDEMNIFICATION.  The  Sellers'  obligation  to
              --------------------------------
indemnify  Purchaser Indemnified Parties pursuant to Section 13.1 hereof and the
obligations  of  the  Purchaser  and Ray to indemnify Seller Indemnified Parties
pursuant  to  Section  13.2 are subject to the following limitations, as well as
the  other  limitations  set  forth  in  this  ARTICLE  13:

          13.3.1     No  claim  for  indemnification  shall  be made against the
Sellers  unless  the aggregate amount of Purchaser Damages exceeds $100,000 and,
in  such  event, indemnification shall be made by the Sellers only to the extent
that  the  aggregate  amount  of  Purchaser  Damages  exceeds  $100,000.

          13.3.2     In  no event (a) shall the Sellers' aggregate obligation to
indemnify  Purchaser  Indemnified  Parties  exceed  $2,000,000,  (b) shall Ray's
aggregate  obligation  to  indemnify  the  Seller  Indemnified  Parties  exceed
$2,000,000  and  (c) shall the Purchaser's aggregate obligation to indemnify the
Seller  Indemnified  Parties  exceed  $7,000,000  .

          13.3.3     The  amount  of any Purchaser Damages or Seller Damages, as
the  case  may  be,  shall be reduced by (a) any amount actually received by the
Indemnified  Parties  with  respect thereto under any insurance coverage or from
any  other  party  responsible  therefor;  and (b) the amount of any Tax benefit
actually  received by the Indemnified Parties relating thereto.  The Indemnified
Parties  shall use all reasonable efforts to collect any amounts available under
such  insurance  coverage  and  from  such  other  party  alleged  to  have
responsibility.  If  the  Indemnified  Parties receive an amount under insurance
coverage  or  from  such other party with respect to Purchaser Damages or Seller
Damages,  as  the  case  may  be,  at any time subsequent to any indemnification
provided  pursuant to this ARTICLE 13, then the Indemnified Party shall promptly
reimburse the Indemnifying Party for any payment made or expense incurred by the
Indemnifying  Party in connection with providing such indemnification up to such
amount  received  by  the  Indemnified  Party.

          13.3.4     No  party  shall be entitled to seek indemnification to the
extent  it  was  aware of the matter giving rise to such claim prior to Closing.

          13.3.5     The Sellers may, at their option, pay any Purchaser Damages
in  cash  or  by  transfer of Common Stock having an aggregate fair market value
equal  to  such  Purchaser


                                       28
<PAGE>
Damages.  For  purposes of this Section 13.3.5, the "fair market value" shall be
the Market Price for such shares on the date of any final judgment is entered or
settlement  is  reached setting forth the total amount of the Purchaser Damages.

          13.3.6     Any  indemnification obligations of Sellers hereunder shall
be allocated on a pro-rata basis, based on their respective percentage ownership
of  the common stock of the Corporation immediately prior to the Closing, and no
Seller  shall  be  liable  for  the  obligations  of any other Seller hereunder.

     13.4     THIRD  PARTY INDEMNIFICATION.  The obligations of the Sellers, the
              ----------------------------
Purchaser  or  Ray  (as  applicable,  the  "INDEMNIFYING  PARTY")  to  indemnify
Indemnified  Parties  under  Section  13.1 or Section 13.2 hereof, respectively,
with  respect  to  Damages  resulting  from  the assertion of liability by third
parties (each, as the case may be, a "CLAIM"), shall be subject to the following
terms  and  conditions:

          13.4.1     Promptly after receipt by an Indemnified Party of notice by
a  third  party of any complaint or the commencement of any action or proceeding
with  respect to which such Indemnified Party may be entitled to receive payment
from  the other party for Damages, such Indemnified Party shall, within ten (10)
days,  notify  the Sellers, the Purchaser or Ray as the appropriate Indemnifying
Party,  of  such  complaint or of the commencement of such action or proceeding;
provided,  however,  that  the failure to so notify the Indemnifying Party shall
relieve  the Indemnifying Party from liability under this Agreement with respect
to  such  claim only if, and only to the extent that, such failure to notify the
Indemnifying  Party  results  in  the  forfeiture  by  the Indemnifying Party of
material  rights and defenses otherwise available to the Indemnifying Party with
respect  to such claim.  In addition, the Indemnified Party shall provide to the
Indemnifying  Party  as  promptly as practicable thereafter such information and
documentation  as  may  be  reasonably  requested  by  the Indemnifying Party to
support  and  verify  the  claim  asserted, so long as such disclosure would not
violate  the  attorney-client  privilege  of  the  Indemnified  Party.  The
Indemnifying  Party  may  at  its  option  undertake  the  defense  thereof  by
representatives  of  its own choosing; provided, that any Indemnified Party may,
in  any  event, at its own expense, monitor and participate in, but not control,
the  defense  of  such claim.  If the Indemnifying Party within thirty (30) days
after  notice  of  any such Claim fails to assume the defense of such Claim, the
Indemnified  Parties  will  (upon further notice to the Indemnifying Party) have
the  right  to  undertake the defense, compromise or settlement of such claim on
behalf  of and for the account and risk, and at the expense, of the Indemnifying
Party;  provided,  however, that as long as the Indemnifying Party is reasonably
contesting  any  claim  in  good faith, the Indemnified Parties shall not pay or
settle  any  such  claim.

          13.4.2     Anything  in  this  Section  13.4  to  the  contrary
notwithstanding,  the  Indemnifying Party shall not enter into any settlement or
compromise  of  any  action,  suit  or proceeding or consent to the entry of any
judgment (a) which does not include as an unconditional term hereof the delivery
by  the  claimant  or  plaintiff to the Indemnified Parties of a written release
from  all  liability  in  respect of such action, suit or proceeding; or (b) for
other  than  monetary  damages  without  the  prior  written  consent  of  the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

     13.5     SURVIVAL;  TIME  TO  ASSERT  CLAIMS.
              -----------------------------------


                                       29
<PAGE>
          13.5.1     The  representations,  warranties, covenants and agreements
contained  herein,  except  for  covenants and agreements to be performed by the
Parties  prior  to the Closing, will not be extinguished by the Closing but will
survive  the  Closing,  subject  to  the limitations set forth in Section 13.5.2
below with respect to the time periods within which claims for indemnity must be
asserted.  The  covenants and agreements to be performed by the parties prior to
the  Closing  shall  expire  at  the  Closing.

          13.5.2     All  claims for indemnification under this ARTICLE 13 which
are  not  extinguished  by the Closing in accordance with Section 13.5.1 must be
asserted  no  later than one (1) year after the Closing Date; provided, however,
that  claims  with respect to losses arising out of or related in any way to the
matters  described  in  Sections 2.3, 13.1(i), 13.2(ii) or 13.2(iii) may be made
without  limitation,  except  as  limited  by  law.

          13.6     INDEMNIFICATION; SOLE REMEDY.  The indemnification provisions
                   ----------------------------
set  forth  herein  shall  constitute  the  sole  remedy  for any breach of this
Agreement.

                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

     14.1     AMENDMENT  AND  MODIFICATION.  Subject  to  applicable  law,  this
              ----------------------------
Agreement may be amended, modified and supplemented only by written agreement of
the  parties  hereto.

     14.2     ENTIRE  AGREEMENT.  This  Agreement,  including  the schedules and
              -----------------
exhibits  hereto  and  the  documents,  certificates and instruments referred to
herein, embodies the entire agreement and understanding of the parties hereto in
respect  of  the  transactions contemplated by this Agreement and supersedes all
prior  agreements,  representations,  warranties,  promises,  covenants,
arrangements,  communications  and  understandings,  oral or written, express or
implied,  between  the  parties  with  respect  to such transactions, including,
without limitation, the letter of intent executed by the parties, dated July 12,
2004.  There  are  no  agreements,  representations,  warranties,  promises,
covenants,  arrangements  or  understandings between the parties with respect to
such  transactions,  other than those expressly set forth or referred to herein.

     14.3     CERTAIN  DEFINITIONS.
              --------------------

          "Affiliate"  means, with regard to any Person (a) any Person, directly
           ---------
     or  indirectly, controlled by, under common control of, or controlling such
     Person; (b) any Person, directly or indirectly, in which such Person holds,
     of  record  or  beneficially,  five percent or more of the equity or voting
     securities;  (c)  any  Person  that  holds, of record or beneficially, five
     percent  or more of the equity or voting securities of such Person; (d) any
     Person  that,  through  Contract,  relationship  or  otherwise,  exerts  a
     substantial  influence  on the management of such person's affairs; (e) any
     Person  that,  through  Contract,  relationship or otherwise, is influenced
     substantially in the management of their affairs by such Person, or (f) any
     director,  officer,  partner  or  individual  holding a similar position in
     respect  of  such  Person.

          "Authority" means any governmental, regulatory or administrative body,
           ---------
     agency,  arbitrator  or  authority,  any  court  or judicial authority, any
     public,  private  or  industry


                                       30
<PAGE>
     regulatory  agency,  arbitrator authority, whether international, national,
     federal,  state  or  local.

          "Average  Issue  Price Per Share" means the average price per share at
           -------------------------------
     which  all  Common  Stock  was  issued  to  the  Sellers  hereunder.

          "Base  Value"  means,  with  respect  to  Common  Stock  issued to the
           -----------
     Sellers,  the  value of such stock determined by taking the price per share
     at which such stock was issued to the Sellers and multiplying by the number
     of  shares  issued.

          "Claim"  means  any  action,  claim,  obligation,  liability, expense,
           -----
     lawsuit,  demand,  suit,  inquiry,  hearing,  investigation,  notice  of  a
     violation,  litigation,  proceeding, arbitration, or other dispute, whether
     civil,  criminal,  administrative  or  otherwise,  whether  pursuant  to
     contractual  obligations  or  otherwise.

          "Closing  GAAP"  means  GAAP  in  effect  as  of  the  Closing  Date.
           -------------

          "Common  Stock" means the common stock, $0.001 par value per share, of
           -------------
     the  Purchaser.

          "Contract"  means  any  agreement, contract, commitment, instrument or
           --------
     other  binding  arrangement  or  understanding,  whether  written  or oral.

          "Determination  Date"  means  the  date  which  is  365  days from the
           -------------------
     Effective  Date.

          "EBIDTA"  means  earnings  before  interest,  depreciation,  taxes and
           ------
     amortization,  as  determined  in  accordance  with  GAAP.

          "Effective  Date" means the 1st day of the month following the Closing
           ---------------
     Date  (or the Closing Date is such occurs on the 1st day of a month), or as
     otherwise  agreed between the Majority Holder and the Purchaser in writing.

          "GAAP"  means  United States generally accepted accounting principles.
           ----

          "Guarantee"  means  any guarantee or other contingent liability (other
           ---------
     than  any  endorsement  for collection or deposit in the ordinary course of
     business),  direct  or  indirect with respect to any obligations of another
     Person,  through  an agreement or otherwise, including, without limitation,
     (a)  any endorsement or discount with recourse or undertaking substantially
     equivalent  to  or having economic effect similar to a guarantee in respect
     of  any  such  obligations;  and  (b)  any  Contract (i) to purchase, or to
     advance  or  supply  funds  for  the  payment  or  purchase  of,  any  such
     obligations;  (ii) to purchase, sell or lease property, products, materials
     or  supplies,  or  transportation  or services, in respect of enabling such
     other  Person  to  pay  any  such obligation or to assure the owner thereof
     against  loss  regardless  of  the delivery or nondelivery of the property,
     products,  materials or supplies or transportation or services; or (iii) to
     make  any  loan, advance or capital contribution to or other investment in,
     or  to  otherwise  provide funds to or for, such other Person in respect of
     enabling  such  Person  to  satisfy  an obligation (including any liability


                                       31
<PAGE>
     for  a  dividend,  stock  liquidation  payment  or  expense) or to assure a
     minimum equity, working capital or other balance sheet condition in respect
     of  any  such  obligation.

          "Indebtedness" with respect to any Person means any obligation of such
           ------------
     Person  for  borrowed  money,  but  in  any  event  shall  include  (a) any
     obligation  incurred  for all or any part of the purchase price of property
     or  other assets or for the cost of property or other assets constructed or
     of  improvements  thereto,  other than accounts payable included in current
     liabilities  and  incurred in respect of property purchased in the ordinary
     course of business; (b) the face amount of all letters of credit issued for
     the account of such Person and all drafts drawn thereunder; (c) obligations
     (whether or not such Person has assumed or become liable for the payment of
     such  obligation)  secured by Liens; (d) capitalized lease obligations; and
     (e)  all  Guarantees  of  such  Person.

          "Lien"  means  any  security  interest,  lien,  mortgage,  pledge,
           ----
     hypothecation,  encumbrance,  Claim,  easement,  restriction or interest of
     another  Person  of  any  kind  or  nature.

          "Majority  Holder"  is  Rock  Creek  Equity Holdings, LLC, as majority
           ----------------
     stockholder  of  the  Corporation.

          "Make  Whole  Determination Date" means the date which is the last day
           -------------------------------
     of  the  Purchaser's  two  full  fiscal  quarters  after  the Closing Date.

          "Market  Price"  shall be determined on the basis of: (a) the weighted
           -------------
     average  sale price of the Common Stock on the principal stock exchange, or
     the  National  Association  of  Securities  Dealers'  Automated  Quotation
     National  Market  System  ("NASDAQ/NMS"), as the case may be, on which such
     Common Stock is then listed or admitted to trading; (b) if the Common Stock
     is  not  then  listed  or  admitted to trading on any stock exchange or the
     NASDAQ/NMS,  as  the  case  may  be,  then the average of the last reported
     closing bid and asked prices on such day in the over-the-counter market, as
     furnished  by the NASDAQ system or the National Quotation Bureau, Inc.; (c)
     if  neither NASDAQ nor the National Quotation Bureau is at the time engaged
     in  the business of reporting such prices, then as furnished by any similar
     firm  then  engaged  in  such business; or (d) if there is no such firm, as
     furnished  by  any member of the National Association of Securities Dealers
     ("NASD") selected by the Purchaser, with the consent of the Majority Holder
     (which  consent shall not be unreasonably refused or delayed), and which is
     not  an  affiliate  of  the  Purchaser.

          "Manager  Guaranties"  are  those  certain  guaranties  identified  on
           -------------------
     EXHIBIT  L  hereto.

          "Material  Adverse  Change"  means  any  developments or changes which
           -------------------------
     would  have  a  Material  Adverse  Effect.

          "Material  Adverse  Effect" means any circumstances, state of facts or
           -------------------------
     matters  which  might  reasonably  be  expected  to have a material adverse
     effect  on  the  business,  operations,  properties,  assets,  condition
     (financial  or  otherwise),  results,  plans,  strategies or prospects of a
     Person.


                                       32
<PAGE>
          "Occurrence"  means  any  accident, happening or event which occurs or
           ----------
     has  occurred  at  any  time prior to the Closing Date, which results in or
     could  result in a claim against the Corporation or creates or could create
     a  liability  or  loss  for  the  Corporation.

          "Order"  means  any  decree, judgment, award, order, injunction, rule,
           -----
     consent  of  or  by  an  Authority.

          "Person"  means  any  corporation,  partnership,  joint  venture,
           ------
     organization,  entity,  Authority  or  natural  person.

          "Proprietary  Rights" means any patent, patent application, copyright,
           -------------------
     trademark,  trade name, service mark, service name, trade secret, know-how,
     confidential  information  or  other  intellectual  property or proprietary
     rights.

          "Ray  Stock"  means  50,000  shares  of  Series  A  Preferred  Stock,
           ----------
     currently  owned  by  Ray.

          "Regulation"  means  any  law,  statute,  rule, regulation, ordinance,
           ----------
     requirement,  announcement  or  other binding action of or by an Authority.

          "Series  A  Preferred  Stock" is Purchaser's Series A Preferred Stock,
           ---------------------------
     $0.001  par  value  per  share.

          "Subsidiaries"  means with respect to a Person, any business entity of
           ------------
     which  more  than  fifty  percent (50%) of the voting stock or other equity
     interests  is  owned or controlled, directly or indirectly, by such Person.

          "Target  Revenue"  means  revenue  of  a  Target  Subsidiary.
           ---------------

          "Target  Subsidiary"  means  any  entity  which,  upon  closing  of an
           ------------------
     acquisition,  would  become a wholly-owned direct or indirect Subsidiary of
     the  Purchaser  or  whose  business  or  assts  are  acquired  directly  or
     indirectly  by  the  Purchaser.

          "Trading  Day"  means  any day of the week when the U.S. stock markets
           ------------
     are  open  for  business.

     14.4     NOTICES.  Any  notice, consent, approval, request, demand or other
              -------
communication required or permitted hereunder must be in writing to be effective
and  shall  be  deemed delivered and received (a) if sent by hand delivery, upon
delivery; (b) if sent by registered or certified mail, return receipt requested,
on  the date on which such mail is received as indicated in such return receipt,
or  returned,  if  delivery  is  not  accepted; (c) if delivered by a nationally
recognized courier, one business day after deposit with such courier; and (d) if
sent  by  facsimile  or  electronic transmission, in each case upon telephone or
further  electronic  communication  from  the  recipient  acknowledging  receipt
(whether  automatic  or  manual  from  recipient),  as  applicable, addressed as
follows:


                                       33
<PAGE>
          IF TO THE SELLERS OR THE CORPORATION:

          Mr. Jerry J. Harrison, Jr.
          Method IQ, Inc.
          1750 Founders Parkway, Suite 180
          Alpharetta, Georgia 30004
          Facsimile: (678) 507-1301

          WITH A COPY TO (WHICH WILL NOT CONSTITUTE NOTICE):

          Patricia J. Rogers, Esq.
          McKenna Long & Aldridge, LLP
          303 Peachtree St., Suite 5300
          Atlanta, GA 30308
          Facsimile: (404) 527-4198

          IF TO THE PURCHASER OR RAY:

          Billy V. Ray, Jr.
          Charys Holding Company, Inc.
          1117 Perimeter Center West, Suite N415
          Atlanta, Georgia 30338
          Facsimile: (678) 443-2320

          WITH A COPY TO (WHICH WILL NOT CONSTITUTE NOTICE):

          Michael Brenner
          Attorney at Law
          1643 North Harrison Parkway
          Sunrise, Florida 33323
          Facsimile: (954) 838-7686

          and

          Norman T. Reynolds
          Glast, Phillips and Murray PC
          815 Walker Street
          Suite 1250
          Houston, Texas 77002
          Facsimile:  (713) 237-3202

          (or to such other address as any party shall specify by written notice
          so given).

     The  evidence  of  forwarding  of  the notice provided hereinabove shall be
conclusive of such proper notice and any changes of address must be given in the
manner  provided  for  notice  herein.


                                       34
<PAGE>
     14.5     ASSIGNMENT.  This Agreement and all of the provisions hereof shall
              ----------
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors and permitted assigns, but neither this Agreement nor any
of  the  rights,  interests or obligations hereunder shall be assigned by any of
the  parties  hereto  without  the  prior  written consent of the other parties.

     14.6     GOVERNING  LAW.  This Agreement shall be governed by and construed
              --------------
in  accordance with the internal laws of the State of Georgia, without regard to
such  state's  principles  of  conflicts  of  laws

     14.7     DISPUTE  RESOLUTION.  Any  action or proceeding seeking to enforce
              -------------------
any  provision of, or based on any right arising out of, this Agreement, whether
before  or  after  the  Closing,  shall be brought in the courts of the State of
Georgia,  County  of  Fulton,  or  in  the  United States District Court for the
Northern  District  of  Georgia,  and  each  of  the  parties  consents  to  the
jurisdiction  of  such courts (and the appropriate appellate courts) in any such
action or proceeding and waives any objection to venue laid therein.  Process in
any  action or proceeding referred to in the preceding sentence may be served on
any party anywhere in the world.  Each party to this Agreement hereby knowingly,
voluntarily  and  intentionally waives any rights it may have to a trial by jury
in  respect  of  any  litigation (whether as a claim, counter-claim, affirmative
defense,  or  otherwise)  in connection with this Agreement and the transactions
contemplated  hereby.  The  prevailing  party  to  any  such litigation shall be
entitled  to  payment  of  all  its  reasonable  legal  fees  and  costs  by the
non-prevailing party.  For purposes of the foregoing sentence, the determination
of  which  party  is  the  "prevailing  party"  shall be made in accordance with
federal  law.

     14.8     COUNTERPARTS.  This  Agreement  may  be  executed  in  two or more
              ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     14.9     HEADINGS.  The  article  and  section  headings  contained in this
              --------
Agreement  are  for  reference purposes only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

     14.10     BINDING  EFFECT.  This  Agreement shall not be construed so as to
               ---------------
confer  any  right or benefit upon any Person other than the signatories to this
Agreement  and  each  of  their  respective  successors  and  permitted assigns.

     14.11     DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
               -------------------
power  or remedy accruing to any party hereto, upon any breach or default of any
other  party  under this Agreement, shall impair any such right, power or remedy
of  such  party  nor  shall it be construed to be a waiver of any such breach or
default,  or  an acquiescence therein, or of or in any similar breach or default
thereafter  occurring;  nor  shall any waiver of any single breach or default be
deemed  a  waiver  of  any  other  breach  or  default theretofore or thereafter
occurring.  Any  waiver, permit, consent or approval of any kind or character on
the  party of any party hereto of any breach or default under this Agreement, or
any  waiver  on  the  part  of any party of any provisions or conditions of this
Agreement  must  be  made  in  writing and shall be effective only to the extent
specifically  set  forth  in  such  writing.  All  remedies,  either  under this
Agreement  or by law or otherwise afforded to any party, shall be cumulative and
not  alternative.


                                       35
<PAGE>
     14.12     SEVERABILITY.  Unless otherwise provided herein, if any provision
               ------------
of  this  Agreement  shall  be  invalid, illegal or unenforceable, the validity,
legality  and enforceability of the remaining provisions shall not in any way be
effected  or  impaired  thereby.

     14.13     EXPENSES.  Except  as  otherwise set forth herein, the Purchaser,
               --------
the  Sellers and Corporation shall each bear its own expenses, including without
limitation,  legal  fees  and  expenses,  with respect to this Agreement and the
transactions  contemplated  hereby.

                         [Signatures on Following Page]


                                       36
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto have made and entered into this
Agreement  the  date  first  hereinabove  set  forth.

                                        PURCHASER:

                                        CHARYS HOLDING COMPANY, INC.

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

                                        SELLERS:

                                        ROCK CREEK EQUITY HOLDINGS, LLC

                                        By:
                                               ---------------------------------
                                        Name:  Jerry J. Harrison, Jr.
                                        Title: Manager

                                        By:
                                               ---------------------------------
                                        Name:  Gregory A. Buchholz
                                        Title: Manager


                                        ----------------------------------------
                                        J. Alan Shaw, individually

                                        CORPORATION:

                                        METHOD IQ, INC.

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

                                        RAY:


                                        ----------------------------------------
                                        Billy V. Ray, Jr., individually


<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

     THIS  AGREEMENT  is  entered  into  as of December __, 2005, by and between
CHARYS HOLDING COMPANY, INC., a Delaware corporation (the "Company"), ROCK CREEK
                                                           -------
EQUITY  HOLDINGS,  LLC ("RC") and J. ALAN SHAW ("Shaw" and collectively with RC,
                         --                      ----
each  a  "Seller"  and  collectively,  the  "Sellers").
          ------                             -------

     WHEREAS,  on  even  date herewith the Company executed and delivered to the
Sellers that certain Stock Purchase Agreement (the "Purchase Agreement") whereby
                                                    -------- ---------
the  Company  has agreed to issue to the Sellers certain shares of the Company's
common  stock,  $0.001  par  value  per  share  (the "Company Common Stock"), as
                                                      --------------------
partial  consideration  for  the  transactions  contemplated  under the Purchase
Agreement  (the  "Seller  Shares");  and
                  ------  ------

     WHEREAS,  in  addition  to  the  Seller Shares, RC may also receive certain
shares  of  the  Company's  Series A Preferred Stock, $0.001 par value per share
(the  "Series  A  Stock");  and
       ----------------

     WHEREAS,  a  condition  to  the  Sellers'  obligations  under  the Purchase
Agreement  is that the Company enter into this Agreement in order to provide the
Sellers  with  certain  rights  to  register  shares of the Company Common Stock
issued  pursuant  to  the  Purchase Agreement or issuable upon conversion of any
Series  A  Stock  which  may  be  owned  by  Sellers;  and

     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  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

1.     Certain  Definitions.
       --------------------

     "Holder"  shall  mean  any  Person, including Sellers, owning or having the
      ------
right  to  acquire  Registrable Securities or any assignee thereof in accordance
with  Section  15  of  this  Agreement.

     "Person"  means  any  corporation, association, joint venture, partnership,
      ------
limited liability company, organization, business, individual, trust, government
or  agency  or  political  subdivision  thereof  or  any  other  legal  entity.

     "Registrable  Securities"  means  (a)  all  shares  of Company Common Stock
      -----------------------
issued or issuable to Sellers pursuant to the Purchase Agreement; (b) all shares
of Company Common Stock issued to RC upon conversion of any Series A Stock owned
by  RC  and (c) any other shares of Company Common Stock issued or issuable with
respect to the shares referred to in clause (a) (or issuable upon the conversion
or  exercise  of  any  warrant,  right  or  other  security  which is issued) in
connection with a stock dividend, distribution or split, or in connection with a
combination  of  shares,  recapitalization,  merger,  consolidation  or  other
reorganization  or  otherwise;  provided, however, that the foregoing definition
                                --------  -------
shall  exclude  any Registrable Securities which have been previously registered
or  which  have  been  sold  to  the  public  either  pursuant to a registration
statement or Rule 144 or sold in a private transaction in which the transferor's
rights  under  this  Agreement  are  not  assigned.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Selling  Expenses"  means  all underwriting discounts, selling commissions
      -----------------
and  stock  transfer  taxes  applicable  to  the sale of Registrable Securities.

2.     Demand  Registrations.
       ---------------------

     2.1     Requests  for  Registration.

          (a)     Holders.  At any time after the Determination Date (as defined
                  -------
in  the  Purchase  Agreement)  of  the date of this Agreement, the holders of at
least a majority of the then-outstanding Registrable Securities (the "Initiating
                                                                      ----------
Holders")  may  request  registration under the Securities Act of all or part of
-------
its  Registrable  Securities.


                                        1
<PAGE>
          (b)     All  registrations  requested pursuant to this Section 2.1 are
referred  to  herein  as  "Demand  Registrations."  Each  request  for  a Demand
                           ---------------------
Registration  shall  specify  the  approximate  number of Registrable Securities
requested  to  be  registered  and  the intended method of distribution thereof.
Within  10  days  after  receipt  of any such request, the Company (i) will give
written  notice  of  such  requested  registration to all other Holders and (ii)
shall,  as  soon  as  practicable  and  subject  to the limitations set forth in
Section 2.3, below, use its best efforts to effect as soon as practicable but in
any  event  within  sixty  (60)  days  of  the  receipt  of  such  request, such
registration  (including, without limitation, the execution of an undertaking to
file  post-effective amendments, appropriate qualification under applicable blue
sky  or  other state securities laws, and appropriate compliance with applicable
regulations issued under the Securities Act) as may be so requested and as would
permit  or  facilitate  the  sale  and  distribution  of  such  portion  of such
Registrable  Securities  as  is  specified  in  such request, together with such
portion  of  the Registrable Securities of any Holder or Holders joining in such
request  as is specified in a written request given within 15 days after receipt
of  such  written  notice  from  the  Company.

     2.2     Underwriters.  If  the  Initiating Holders intend to distribute the
             ------------
Registrable  Securities  covered  by  their request by means of an underwriting,
they  shall  so  advise  the Company as a part of their request made pursuant to
Section 2.1 and the Company shall include such information in the written notice
referred  to  in Section 2.1(b) hereof.  The right of any Holder to registration
pursuant  to  this  Section  2.2  shall  be  conditioned  upon  such  Holder's
participation  in  such  underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities in the underwriting (unless otherwise mutually agreed by
the  Initiating  Holders  and  such  Holder)  to  the  extent  provided  herein.

          If the Company shall request inclusion in any registration pursuant to
Section  2  of securities being sold for its own account, or if any shareholders
of  the  Company  other  than  the  Holders ("Other Shareholders") shall request
                                              ------------------
inclusion  in  any  registration  pursuant  hereto,  then,  subject  to the last
sentence  of  this  Section  2.2  with  respect  to  the  Company's request, the
Initiating  Holders  shall,  on  behalf  of  all  Holders, offer to include such
securities  in the underwriting and may condition such offer on their acceptance
of  the  further  applicable  provisions of this Section 2.2.  The Company shall
(together with all Holders proposing to distribute their securities through such
underwriting)  enter  into  an  underwriting  agreement  in  customary  form and
containing customary terms reasonably acceptable to the Initiating Holders, with
the  representative  of  the  underwriter  or  underwriters  selected  for  such
underwriting  in  accordance  with  Section  2.5.  Notwithstanding  any  other
provision  of  this  Section  2.2, if the underwriter representative advises the
Initiating Holders in writing that marketing factors require a limitation of the
number of shares to be underwritten, the securities of the Company held by Other
Shareholders  shall  first  be  excluded from such registration to the extent so
required  by  such  limitation,  and, to the extent additional shares need to be
excluded in order to conform to such limitation, the securities requested by the
Company  to  be  included,  if  any,  shall next be excluded.  The Company shall
advise  all  holders  of  securities requesting registration as to the number of
shares  of  securities that may be included in the registration and underwriting
as  allocated  in the foregoing manner.  If the Company or any Other Shareholder
or  Holder  who  has  requested inclusion in such registration as provided above
disapproves  of the terms of the underwriting, such person may elect to withdraw
therefrom  by  written notice to the Company, the underwriter and the Initiating
Holders.  The securities so withdrawn shall also be withdrawn from registration.

     2.3     Limitations  on  Demand  Registrations.  Notwithstanding  the
             --------------------------------------
provisions  of  Sections  2.1 and 2.2, the Company shall not be required to take
any  action  to  effect a registration demanded pursuant to this Section 2 after
the Company has effected two (2) registrations pursuant to Section 2.1 that have
been  requested  by  Holders  of  at  least  a  majority of the then-outstanding
Registrable  Securities,  and each of such registrations has become and remained
effective  in  the  manner and for the period set forth in Section 4(b) hereof .

     2.4     Demand  Registration  Expenses.
             ------------------------------

          The Company shall pay all Registration Expenses incurred in connection
with  each  Demand Registration, regardless of whether it becomes effective, and
the Holders of the Registrable Securities included therein shall pay all Selling
Expenses  incurred  in  connection  with  each Demand Registration on a pro rata
basis  based  on  the  number of Registrable Securities included therein by each
such  Holder.

          Notwithstanding  anything to the contrary in subsection (a), above, if
a  Demand  Registration is withdrawn at the request of the holders of a majority
of  the  Registrable  Securities  to  be  registered  therein,  then  either


                                        2
<PAGE>
(i) the Holders of the Registrable Securities to be registered therein shall pay
all  Registration  Expenses  incurred  in  connection with such withdrawn Demand
Registration  on  a pro rata basis based on the number of Registrable Securities
included therein by each such Holder or (ii) if a majority of the holders of the
Registrable  Securities  to  be  registered  therein agree in writing to forfeit
their  rights to one demand registration under this Section 2, the Company shall
pay  such  Registration Expenses; provided, however, that the provisions of this
                                  --------
subsection  (b)  shall not apply in such Demand Registration is withdrawn by the
Holders  of  the  Registrable  Securities due to a Material Adverse Change where
such  Material  Adverse Change was not know by such Holders prior to the request
for  such  Demand  Registration  and  where  the  request was withdrawn within a
reasonable  period  of  time  following  the  disclosure to such Holders of such
Material  Adverse  Change.

     2.5     Selection of Underwriters.  In any Demand Registration, the Company
             -------------------------
will  have  the right to select the investment banker or bankers and the manager
or managers for the offering, subject to the approval of the Initiating Holders,
which  approval  shall  not  be  unreasonably  withheld.

3.     Piggyback  Registrations.
       ------------------------

     3.1     Right  to Piggyback.  Whenever the Company proposes to register any
             -------------------
of  its  securities  under  the  Securities  Act  (other  than (a) registrations
relating  to  employee  benefit  plans, dividend reinvestment plans or corporate
reorganizations  pursuant  to  Rule 145 under the Securities Act or (b) a Demand
Registration)  and  the  registration  form  to  be  used  may  be  used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
                                           ----------------------
will  give  written  notice  to  all  Holders  of its intention to effect such a
registration  promptly, and in any event no later than thirty (30) days prior to
the  filing  of  a registration statement therefor, and will include in any such
registration  all  Registrable  Securities with respect to which the Company has
received  written  requests for inclusion therein within fifteen (15) days after
the  receipt  of  the  Company's  notice.

     3.2     Underwriting. If the registration of which the Company gives notice
             ------------
is for a registered public offering involving an underwriting, the Company shall
so  advise the Holders as a part of the written notice given pursuant to Section
3.1  hereof.  In such event, the right of any Holder to registration pursuant to
Section  3  shall  be  conditioned  upon  such  Holder's  participation  in such
underwriting  and  the  inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  securities through such underwriting shall (together with the Company and
other  Holders  distributing  their  securities through such underwriting) enter
into  an  underwriting  agreement  in  customary  form  with  the underwriter or
underwriters selected for underwriting by the Company. Notwithstanding any other
provision  of  this  Section  3,  if in a Piggyback Registration the underwriter
reasonably determines that the inclusion of all shares of Registrable Securities
proposed  to  be  included in the Piggyback Registration together with any other
issued  and  outstanding  shares of Company Common Stock proposed to be included
therein  by  holders  other  than  the  Holders  (such  other shares hereinafter
collectively  referred  to  as  the  "Other  Shares"),  would interfere with the
                                      -------------
successful  marketing  of  such  securities  and so notifies the Company and the
Holders  of Registrable Securities sought to be included in such registration in
writing,  then  the  number  of  such shares to be included in such underwritten
public  offering  shall  be  reduced  by excluding, to the extent necessary, (i)
first,  shares  requested  to be included in such registration by the holders of
-----
Other  Shares, on a pro rata basis, based upon the number of Other Shares sought
                    --------
to be included by each such holder, until all such shares requested by any Other
Holders  shall  have  been so excluded; (ii) second, Registrable Securities then
                                             ------
owned  by  the  Holders,  on  a  pro rata basis, based upon the number of shares
                                 --------
sought  to  be  registered  by  each such Holder, and (iii) third, if necessary,
                                                            -----
shares  the  Company  proposes to sell.  The Company shall advise all holders of
securities requesting registration as to the number of shares or securities that
may  be  included  in  the  registration  and  underwriting  as allocated in the
foregoing  manner.  If  any  Holder or holder of Other Shares disapproves of the
terms  of  any such underwriting, such person may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable Securities or
other  securities  excluded  or  withdrawn  from such underwriting shall also be
withdrawn  from  such  registration.

     3.3     Piggyback  Registration  Expenses.  The  Company  shall  pay  all
             ---------------------------------
Registration  Expenses  incurred in connection with each Piggyback Registration,
and  the  Holders participating in the Piggyback Registration shall pay on a pro
rata  basis  all  Selling  Expenses  incurred  in connection with each Piggyback
Registration.

     3.4     Selection  of  Underwriters.  In  any  Piggyback  Registration, the
             ---------------------------
Company  shall  select  the  investment  banker  or  bankers  and the manager or
managers  for  the  offering.


                                        3
<PAGE>
4.     Registration  Procedures.  If  and  whenever  the  Company is required to
       ------------------------
affect  the  registration of any Registrable Securities under the Securities Act
as  provided  in  herein,  the  Company  shall,  as  expeditiously  as possible:

          (a)     Prepare  and  file with the Securities and Exchange Commission
(the  "SEC")  the  Registration Statement, or amendments thereto, to effect such
       ---
registration  (including such audited financial statements as may be required by
the  Securities  Act  or  the  rules and regulations promulgated thereunder) and
thereafter  use  its  commercially  reasonable  best  efforts  to  cause  the
Registration  Statement  to  be  declared  effective  by  the  SEC,  as  soon as
practicable; provided, however, that before filing the Registration Statement or
any  amendments  thereto,  the  Company  will furnish to the counsel selected by
holders  of  at least a majority of the then-outstanding Registrable Securities,
copies  of  all  such  documents  proposed  to  be  filed;

          (b)     prepare  and file with the SEC such amendments and supplements
to  such  registration statement and the prospectus used in connection therewith
as  may  be necessary to keep such registration statement effective for a period
of  up  to  one  hundred  eighty  (180) days (or until such time as Holders have
completed  the  distribution  of  all  Registrable  Securities included therein,
whichever comes first) and comply with the provisions of the Securities Act with
respect  to  the  disposition  of  all  securities  covered by such registration
statement  during  such  period  in  accordance  with  the  intended  methods of
disposition  by  the  sellers  thereof set forth in such registration statement;
provided,  however,  that  such 180 day period shall be extended for a period of
time  equal  to  the  period  the  Holder  refrains  from selling any securities
included in such registration at the request of an underwriter of Company Common
Stock  (or  other  securities)  of  the  Company;

          (c)     Furnish  to  the Holder such number of conformed copies of the
Registration  Statement  and  of  each such amendment and supplement thereto (in
each  case  including  all  exhibits),  such  number of copies of the prospectus
contained  in  the Registration Statement (including each preliminary prospectus
and  any summary prospectus) and any other prospectus filed under Rule 424 under
the  Securities  Act, in conformity with the requirements of the Securities Act,
and  such other documents, as the Holder and underwriter, if any, may reasonably
request  in  order  to  facilitate  the  public sale or other disposition of the
Registrable  Securities  owned  by  the  Holder;

          (d)     Use  its  commercially  reasonable best efforts to register or
qualify  all  Registrable  Securities  and  other  securities  covered  by  the
Registration  Statement under such other securities laws or blue sky laws as the
Holder shall reasonably request, to keep such registrations or qualifications in
effect for so long as the Registration Statement remains in effect, and take any
other  action  which  may  be  reasonably  necessary  to  enable  the  Holder to
consummate  the disposition in such jurisdictions of the securities owned by the
Holder,  except  that  the Company shall not for any such purpose be required to
qualify  generally  to  do business as a foreign corporation in any jurisdiction
wherein  it would not but for the requirements of this subparagraph be obligated
to  be  so  qualified  or  to  consent to general service of process in any such
jurisdiction;

          (e)     Use  its  commercially  reasonable  best  efforts to cause all
Registrable  Securities  covered  by the Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary to enable the Holder to consummate the disposition of such Registrable
Securities;

          (f)     Furnish  to  the Holder a signed counterpart, addressed to the
Holder,  and the underwriters, if any, of an opinion of counsel for the Company,
dated the effective date of the Registration Statement (or, if such registration
includes  an  underwritten  public  offering,  an  opinion dated the date of the
closing  under  the underwriting agreement), reasonably satisfactory in form and
substance  to  the  Holder  including  that  the  prospectus  and any prospectus
supplement  forming  a  part  of  the Registration Statement does not contain an
untrue  statement  of  a  material  fact or omits a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which  they  were  made,  not  misleading;

          (g)     Notify  the  Holder  and its counsel promptly and confirm such
advice  in  writing  promptly  after  the  Company  has  knowledge  thereof:

               (i)     When  the  Registration  Statement, the prospectus or any
prospectus  supplement  related  thereto  or  post-effective  amendment  to  the
Registration  Statement  has  been  filed, and, with respect to the Registration
Statement  or  any  post-effective  amendment  thereto, when the same has become
effective;


                                        4
<PAGE>
               (ii)     Of  any request by the SEC for amendments or supplements
to  the  Registration Statement or the prospectus or for additional information;

               (iii)     Of the issuance by the SEC of any stop order suspending
the  effectiveness  of  the  Registration  Statement  or  the  initiation of any
proceedings  by  any  Person  for  that  purpose;  and

               (iv)     Of  the  receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
or  threat  of  any  proceeding  for  such  purpose;

          (h)     Notify  each  holder  of the Registrable Securities covered by
the  Registration  Statement,  at any time when a prospectus relating thereto is
required  to be delivered under the Securities Act, upon discovery that, or upon
the  happening of any event as a result of which, the prospectus included in the
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state any material facts required to be stated therein
or  necessary  to make the statements therein not misleading in the light of the
circumstances  then  existing, and at the request of the Holder promptly prepare
and furnish to the Holder a reasonable number of copies of a supplement to or an
amendment  of  such  prospectus  as  may  be  necessary  so  that, as thereafter
delivered  to  the  purchasers  of  such  securities,  such prospectus shall not
include  an 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 not
misleading  in  the  light  of  the  circumstances  then  existing;

          (i)     Use  its  best  efforts  to obtain the withdrawal of any order
suspending  the  effectiveness  of  the  Registration  Statement at the earliest
possible  moment;

          (j)     Otherwise  use  its  commercially  reasonable  best efforts to
comply  with all applicable rules and regulations of the SEC, and make available
to  its  security  holders,  as  soon  as  reasonably  practicable,  an earnings
statement  covering  the  period  of  at  least  12 months, but not more than 18
months, beginning with the first full calendar month after the effective date of
the  Registration  Statement,  which  earnings  statement  shall  satisfy  the
provisions  of  Section  11(a)  of  the  Securities Act and Rule 158 thereunder;

          (k)     Enter  into such agreements and take such other actions as the
Holder  shall reasonably request in writing (at the expense of the requesting or
benefiting  Holder)  in  order  to expedite or facilitate the disposition of the
Registrable  Securities;  and

          (l)     Use  its  commercially  reasonable best efforts to list all of
the  Registrable  Securities  covered  by  the  Registration  Statement  on  any
securities  exchange on which any of the Registrable Securities are then listed.

5.     Information  to  be Furnished by the Holder.  The Company may require the
       -------------------------------------------
Holder  of  the  Registrable  Securities  as  to which any registration is being
affected  to  furnish  the Company such information regarding the Holder and the
distribution  of such securities as the Company may from time to time reasonably
request  in  writing.

6.     Discontinuance  of Disposition of the Registrable Securities.  The Holder
       ------------------------------------------------------------
agrees  that,  upon  receipt of any notice from the Company of the occurrence of
any  event  of  the  kind  described  in  Section  4(h)  hereof, the Holder will
forthwith  discontinue  the  Holder's  disposition of the Registrable Securities
pursuant  to  the Registration Statement relating to such Registrable Securities
until  the  Holder's  receipt  of  the  copies  of  the  supplemented or amended
prospectus contemplated by Section 4(h) and, if so directed by the Company, will
deliver  to  the  Company  (at  the  Company's  expense)  all copies, other than
permanent  file  copies,  then  in  the  Holder's  possession  of the prospectus
relating  to  such Registrable Securities current at the time of receipt of such
notice.

7.     Incidental  Underwritten  Offerings.  If the Company at any time proposes
       -----------------------------------
to  register  any  of its securities under the Securities Act as contemplated by
this  Agreement  and  such securities are to be distributed by or through one or
more  underwriters,  the  Company  will,  if  requested  by  the Holder, use its
commercially reasonable best efforts to arrange for such underwriters to include
all  the  Registrable  Securities to be offered and sold by the Holder among the
securities  to  be  distributed  by  such  underwriters.


                                        5
<PAGE>
8.     Market  Stand-Off.  In  connection  with the an underwritten offering and
       -----------------
upon  written  request of the Company or the underwriters managing such offering
of  the  Company's  equity  securities, each Holder agrees not to sell, make any
short  sale of, loan, grant any option for the purchase of, or otherwise dispose
of  any  equity  securities  of  the  Company  (other than those included in the
registration  and  any securities acquired by the Holder in or after such public
offering) without the prior written consent of the Company or such underwriters,
as  the  case  may  be,  for such period of time not to exceed 180 days from the
effective  date  of such registration as may be requested by the Company or such
managing  underwriters  and  to execute an agreement reflecting the foregoing as
may be requested by the underwriters at the time of such offering; provided that
                                                                   --------
all  officers  and directors of the Company holding Registrable Securities enter
into  similar  and  no  less  restrictive standoff agreements, and the terms and
conditions of any such agreement shall supercede the terms and conditions hereof
to  the  extent they shall be any less restrictive than the terms and conditions
hereof.  Any  discretionary  waiver  or  termination of the restrictions of such
agreements (including this Agreement) by the Company or the managing underwriter
shall apply to all persons subject to such agreements on a pro rata basis, based
upon  the  number  of  shares  held  by  each  subject  to  such agreements.  In
connection  with  any future issuance of securities representing more than 1% of
the  outstanding  Company  Common  Stock (on an as-converted basis), the Company
shall  obtain agreements from the purchasers of such securities that are no less
restrictive  than  those  set  forth  in  this  Section.

9.     Participation  in Underwritten Offerings.  The Holder may not participate
       ----------------------------------------
in  any  underwritten  offering  under  this  Agreement  unless  the  Holder:

          (a)     Agrees  to  sell  its  securities on the basis provided in any
underwriting  arrangements approved, subject to the terms and conditions hereof,
by  the  Holder;  and

          (b)     Completes  and  executes  all  questionnaires,  indemnities,
underwriting  agreements  and  other  documents  (other than powers of attorney)
required  under  the  terms  of  such  underwriting  arrangements.

     Notwithstanding  the  foregoing,  no  underwriting  agreement  (or  other
agreement  in  connection with such offering) shall require the Holder to make a
representation or warranty to or agreements with the Company or the underwriters
other  than  representations  and warranties contained in a writing furnished by
the  Holder  expressly  for  use  in  the  related  Registration  Statement  or
representations,  warranties  or agreements regarding the Holder, the Holder and
the  Holder's  intended  method  of  distribution  and  any other representation
required  by  law.

10.     Preparation;  Reasonable  Investigation.  In  connection  with  the
        ---------------------------------------
preparation  and  filing of each Registration Statement under the Securities Act
pursuant to this Agreement, the Company will give the Holder and its counsel and
accountants,  the  opportunity  to  participate  in  the  preparation  of  the
Registration  Statement, each prospectus included therein or filed with the SEC,
and  each  amendment  thereof  or supplement thereto, and will give each of them
such  access  to  its  books  and  records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who  have  certified  its  financial  statements  as  shall be necessary, in the
reasonable opinion of the Holder's and such underwriters' respective counsel, to
conduct  a  reasonable  investigation  within the meaning of the Securities Act.

11.     Indemnification.
        ---------------

     11.1     Indemnification  by the Company.  In the event of any registration
              -------------------------------
of any securities of the Company under the Securities Act, the Company will, and
hereby does agree to indemnify and hold harmless each Holders, its directors and
officers,  each  other Person who participates as an underwriter in the offering
or  sale of such securities and each other Person, if any, who controls a Holder
or  any  such  underwriter  within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to which the Holder or
any  such  director  or  officer or underwriter or controlling Person may become
subject  under  the Securities Act or otherwise, insofar as such losses, claims,
damages  or  liabilities  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in  respect  thereof)  arise  out  of  or are based upon any untrue
statement  or  alleged  untrue  statement  of any material fact contained in any
Registration  Statement  under  which  such securities were registered under the
Securities  Act,  any  preliminary  prospectus,  final  prospectus  or  summary
prospectus  contained  therein,  or  any amendment or supplement thereto, or any
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
the  Company  will  reimburse  the  Holder  and  each  such  director,  officer,
underwriter  and  controlling  Person  for  any  legal  or  any  other  expenses
reasonably  incurred  by


                                        6
<PAGE>
them  in  connection  with  investigating  or  defending  any  such loss, claim,
liability,  action  or proceeding, provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability, (or
action  or  proceeding  in respect thereof) or expense arises out of or is based
upon  an  untrue  statement  or  alleged untrue statement or omission or alleged
omission  made  in  the Registration Statement, any such preliminary prospectus,
final  prospectus,  summary prospectus, amendment or supplement in reliance upon
and  in  conformity  with  written  information  furnished to the Company by the
Holder or underwriter stating that it is for use in the preparation thereof and,
provided  further  that  the  Company  shall  not  be  liable  to any Person who
participates  as  an  underwriter  in  the  offering  or sale of the Registrable
Securities  or to any other Person, if any, who controls such underwriter within
the  meaning of the Securities Act, in any such case to the extent that any such
loss,  claim,  damage, liability (or action or proceeding in respect thereof) or
expense  arises out of such Person's failure to send or give a copy of the final
prospectus,  as  the  same  may be then supplemented or amended, within the time
required  by  the  Securities  Act  to  the Person asserting the existence of an
untrue  statement or alleged untrue statement or omission or alleged omission at
or  prior  to the written confirmation of the sale of the Registrable Securities
to  such  Person  if  such  statement  or  omission  was corrected in such final
prospectus  or  an amendment or supplement thereto.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Holder or any such director, officer, underwriter or controlling person and
shall  survive  the  transfer  of  such  securities  by  the  Holder.

     11.2     Indemnification  by  Holders.  The  Company  may  require,  as  a
              ----------------------------
condition  to  including  any  of the Registrable Securities in any Registration
Statement filed pursuant to this Agreement, that the Company shall have received
an  undertaking  satisfactory  to  it  from  the  Holders, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section 11.1
hereof)  the  Company, each director of the Company, each officer of the Company
and  each  other  Person, if any, who controls the Company within the meaning of
the  Securities  Act,  with  respect to any statement or alleged statement in or
omission  or  alleged  omission from the Registration Statement, any preliminary
prospectus,  final  prospectus  or  summary prospectus contained therein, or any
amendment  or  supplement  thereto,  if  such  statement or alleged statement or
omission  or  alleged  omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by  the Holder specifically stating that it is for use in the preparation of the
Registration  Statement,  preliminary  prospectus,  final  prospectus,  summary
prospectus,  amendment  or supplement; provided, however, that the obligation to
                                       --------  -------
indemnify  shall  be  individual  to each Holder and shall be limited to the net
amount  of  proceeds  received  by  such  Holder  from  the  sale of Registrable
Securities  pursuant  to  such registration statement.  Any such indemnity shall
remain  in  full force and effect, regardless of any investigation made by or on
behalf  of  the  Company or any such director, officer or controlling person and
shall  survive  the  transfer  of  such  securities  by  the  Holder.

     11.3     Notices  of Claims, Etc.  Promptly after receipt by an indemnified
              -----------------------
party  of  notice  of  the  commencement of any action or proceeding involving a
claim  referred  to  in  Section  11.1 and Section 11.2 hereof, such indemnified
party  will,  if  claim in respect thereof is to be made against an indemnifying
party,  give  written  notice  to the latter of the commencement of such action,
provided  that  the  failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under Section
11.1  and  Section 11.2 hereof, except to the extent that the indemnifying party
is  actually prejudiced by such failure to give notice.  In case any such action
is  brought  against  an  indemnified  party, unless in such indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties may exist in respect of such claim, the indemnifying party
shall  be  entitled to participate in and to assume the defense thereof, jointly
with  any  other  indemnifying  party similarly notified, to the extent that the
indemnifying  party  may  wish,  with  counsel  reasonably  satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of  its  election  so  to  assume  the  defense thereof, the
indemnifying  party  shall not be liable to such indemnified party for any legal
or  other  expenses  subsequently  incurred by the latter in connection with the
defense  thereof  other than reasonable costs of investigation.  No indemnifying
party  shall,  without the consent of the indemnified party, consent to entry of
any  judgment  or  enter  into  any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such indemnified party of a release from all liability, or a covenant not to
sue, in respect to such claim or litigation.  No indemnified party shall consent
to  entry  of  any  judgment or enter into any settlement of any such action the
defense  of  which has been assumed by an indemnifying party without the consent
of  such  indemnifying  party

     11.4     Other  Indemnification.  Indemnification similar to that specified
              ----------------------
in  Paragraph  11.1  and  Paragraph 11.2 hereof (with appropriate modifications)
shall  be  given  by  the  Company  and  the  Holder  (but  only  if  and to the


                                        7
<PAGE>
extent  required  pursuant  to  the  terms  hereof) with respect to any required
registration or other qualification of securities under any federal or state law
or  regulation  of  any  governmental  authority, other than the Securities Act.

     11.5     Indemnification Payments.  The indemnification required by Section
              ------------------------
11.1  and  Section  11.2 hereof 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  expense,  loss,  damage  or  liability  is  incurred.

     11.6     Contribution.  If the indemnification provided for in Section 11.1
              ------------
and Section 11.2 hereof is unavailable to an indemnified party in respect of any
expense,  loss,  claim,  damage  or  liability  referred  to  therein, then each
indemnifying  party,  in  lieu  of  indemnifying  such  indemnified party, shall
contribute  to  the amount paid or payable by such indemnified party as a result
of  such  expense,  loss,  claim,  damage  or  liability:

          (a)     In  such  proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Holders or underwriter,
as  the  case  may  be,  on  the  other from the distribution of the Registrable
Securities;  or

          (b)     If  the  allocation  provided  by  clause  (a)  above  is  not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (a) above but also the relative
fault  of  the Company on the one hand and of the Holders or underwriter, as the
case  may  be, on the other in connection with the statements or omissions which
resulted  in  such  expense,  loss,  damage  or  liability, as well as any other
relevant  equitable  considerations.

          The  relative benefits received by the Company on the one hand and the
Holders  or underwriter, as the case may be, on the other in connection with the
distribution  of  the  Registrable  Securities shall be deemed to be in the same
proportion  as  the  total net proceeds received by the Company from the initial
sale  of the Registrable Securities by the Company to the purchasers bear to the
gain,  if any, realized by all selling holders participating in such offering or
the  underwriting  discounts and commissions received by the underwriter, as the
case  may  be.  The  relative  fault  of  the Company on the one hand and of the
Holder  or  underwriter, as the case may be, on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a  material fact or omission to state a material fact relates to information
supplied  by  the  Company, by the Holder or by the underwriter and the parties'
relative  intent,  knowledge,  access to information supplied by the Company, by
the  Holder  or  by the underwriter and the parties' relative intent, knowledge,
access  to  information  and opportunity to correct or prevent such statement or
omission,  provided that the foregoing contribution agreement shall not inure to
the  benefit of any indemnified party if indemnification would be unavailable to
such  indemnified  party by reason of the provisions contained hereof, and in no
event  shall  the  obligation of any indemnifying party to contribute under this
Section  11.6  exceed  the  amount  that such indemnifying party would have been
obligated  to  pay by way of indemnification if the indemnification provided for
hereunder  had  been  available  under  the  circumstances.

          The  Company  and  the  Holders  agree  that  it would not be just and
equitable  if  contribution pursuant to this Section 11.6 were determined by pro
rata  allocation  (even  if the Holders and any underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph.  The  amount  paid  or payable by an indemnified party as a result of
the  losses,  claims,  damages  and  liabilities  referred to in the immediately
preceding  paragraph  shall be deemed to include, subject to the limitations set
forth  herein,  any  legal  or  other  expenses  reasonably  incurred  by  such
indemnified  party in connection with investigating or defending any such action
or  claim.

     11.7     Limitation  on  Contributions.  Notwithstanding  the provisions of
              -----------------------------
Section  11.6,  the  Holders  and  the  underwriter  shall  not  be  required to
contribute  any  amount  in excess of the amount by which (a) in the case of the
Holder,  the  net  proceeds  received by the Holder from the sale of Registrable
Securities,  or  (b) in the case of an underwriter, the total price at which the
Registrable  Securities  purchased  by  it  and  distributed  to the public were
offered  to the public exceeds, in any such case, the amount of any damages that
the  Holder  or underwriter has otherwise been required to pay by reason of such
untrue  or alleged untrue statement or omission.  No Person guilty of fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.


                                        8
<PAGE>
12.     Rule  144.  The  Company  shall  timely  file the reports required to be
        ---------
filed by it under the Securities Act and the Securities Exchange Act of 1934, as
amended (including but not limited to the reports under Sections 13 and 15(d) of
the Securities Exchange Act of 1934 referred to in subparagraph (c) of Rule 144)
and  the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, will, upon the request of the Holder, make
publicly  available  other information) and will take such further action as the
Holder  may  reasonably request, all to the extent required from time to time to
enable  the Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144,
as  Rule  144  may  be  amended  from  time  to time, or (b) any similar rule or
regulation  hereafter  adopted  by the SEC.  Upon the request of the Holder, the
Company  will  deliver  to  the  Holder a written statement as to whether it has
complied  with  the  requirements  of  this  Section.

13.     Amendments  and  Waivers.  This Agreement may be amended and the Company
        ------------------------
may  take  any  action  herein  prohibited,  or  omit  to perform any act herein
required  to  be  performed  by  it, only if the Company shall have obtained the
written  consent to such amendment, action or omission to act, of the holders of
a  majority  of  the  Registrable  Securities.  Each  holder  of any Registrable
Securities  at  the time or thereafter outstanding shall be bound by any consent
authorized  by  this  Section,  whether or not such Registrable Securities shall
have  been  marked  to  indicate  such  consent.

14.     Nominees  for  Beneficial  Owners.  In  the  event  that  any  of  the
        ---------------------------------
Registrable  Securities  are held by a nominee for the beneficial owner thereof,
the  beneficial  owner thereof may, at its election, be treated as the holder of
such  Registrable  Securities for purposes of any request or other action by any
holder  or  holders  of the Registrable Securities pursuant to this Agreement or
any  determination  of  any  number  of  percentage of shares of the Registrable
Securities  held  by  a  holder  or  holders  of  the  Registrable  Securities
contemplated  by  this  Agreement.  If  the  beneficial owner of any Registrable
Securities so elects, the Company may require assurances reasonably satisfactory
to  it  of  such  owner's  beneficial  ownership or such Registrable Securities.

15.     Assignment  of  Registration Rights.  The rights to cause the Company to
        -----------------------------------
register  Registrable Securities pursuant to this Agreement may be assigned (but
only  with  all related obligations) by a Holder to (a) a transferee or assignee
of  at  least  100,000 shares of the Registrable Securities held by a Holder, or
(b)  in  connection with any transfer or assignment by a Holder of any number of
shares to (i) any partner, retired partner, member or shareholder of such Holder
or  any  transfer  to  spouses and ancestors, lineal descendants and siblings of
such  partners,  members  or  shareholders  or  spouses  who acquire Registrable
Securities  by  gift,  will,  intestate  succession  or otherwise or (ii) to any
affiliate  of a Holder (as the term "affiliate" is defined under Regulation D of
the  Securities Act), provided that the Company is given notice of such transfer
(including  the  name  and  address of such transferee) within a reasonable time
thereafter  and  any  such  transferee  shall  agree  to  become  subject to the
obligations  of  the  Holders  under  this  Agreement.

16.     Conflict.  Notwithstanding anything herein contained to the contrary, in
        --------
the  event  of  any conflict between the terms of the Purchase Agreement or this
Agreement,  the  terms  of  this  Agreement  shall  control.

17.     Notices.  Any  notice,  consent,  approval,  request,  demand  or  other
        -------
communication required or permitted hereunder must be in writing to be effective
and  shall  be  deemed delivered and received (a) if sent by hand delivery, upon
delivery; (b) if sent by registered or certified mail, return receipt requested,
on  the date on which such mail is received as indicated in such return receipt,
or  returned,  if  delivery  is  not  accepted; (c) if delivered by a nationally
recognized courier, one business day after deposit with such courier; and (d) if
sent  by  facsimile  or  electronic transmission, in each case upon telephone or
further  electronic  communication  from  the  recipient  acknowledging  receipt
(whether  automatic  or  manual from recipient), as applicable, addressed, if to
the  Company,  to  Mr.  Billy  Ray  at  1117  Perimeter Center West, Suite N415,
Atlanta,  GA,  30338  and if to the Holders, at their address on record with the
Company,  or  to  such other address or to the attention of such other Person as
may  be  substituted  by  notice  given  as  herein  provided.

18.     Descriptive  Headings.  The descriptive headings of the several sections
        ---------------------
and  paragraphs  of this Agreement are inserted for reference only and shall not
limit  or  otherwise  affect  the  meaning  hereof.

19.     Governing  Law.  This  Agreement  shall  be governed by and construed in
        --------------
accordance  with  the  internal  laws of the State of Georgia, without regard to
such  state's  principles  of  conflicts  of  laws


                                        9
<PAGE>
20.     Dispute  Resolution.  Any  action  or  proceeding seeking to enforce any
        -------------------
provision  of,  or  based  on  any right arising out of, this Agreement shall be
brought  in  the  courts  of  the  State of Georgia, County of Fulton, or in the
United  States  District Court for the Northern District of Georgia, and each of
the  parties  consents  to  the jurisdiction of such courts (and the appropriate
appellate  courts)  in any such action or proceeding and waives any objection to
venue  laid  therein.  Process  in  any  action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the world.  Each party
to  this  Agreement  hereby  knowingly, voluntarily and intentionally waives any
rights it may have to a trial by jury in respect of any litigation (whether as a
claim, counter-claim, affirmative defense, or otherwise) in connection with this
Agreement  and the transactions contemplated hereby. The prevailing party to any
such  litigation  shall  be entitled to payment of all its reasonable legal fees
and  costs by the non-prevailing party.  For purposes of the foregoing sentence,
the  determination  of  which  party  is the "prevailing party" shall be made in
accordance  with  federal  law.

21.     Severability.  If any provision of this Agreement, or the application of
        ------------
such  provisions  to  any  Person  or  circumstance,  shall be held invalid, the
remainder  of this Agreement, or the application of such provision to Persons or
circumstances  other  than  those  to  which  it  is  held invalid, shall not be
affected  thereby.

22.     Binding  Effect.  All the terms and provisions of this Agreement whether
        ---------------
so  expressed  or  not,  shall  be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives,  heirs,  successors  and  assignees.

23.     Failure  or  Indulgence  Not Waiver; Remedies Cumulative.  No failure or
        --------------------------------------------------------
delay  on  the  part  of any party hereto in the exercise of any right hereunder
shall  impair  such right or be construed to be a waiver of, or acquiescence in,
any  breach  of  any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude other or further
exercise  thereof or of any other right.  All rights and remedies existing under
this  Agreement  are cumulative to, and not exclusive of, any rights or remedies
otherwise  available.

24.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
        ------------
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken
together  shall constitute one and the same agreement.  A facsimile transmission
of  this  signed  Agreement  shall  be  legal and binding on all parties hereto.

25.     Entire  Agreement.  This  Agreement  and  the  other documents expressly
        -----------------
referred  to  herein  or  delivered  pursuant hereto or pursuant to the Purchase
Agreement  embody the complete agreement and understanding among the parties and
supersede and preempt any prior understandings, agreements or representations by
or  among  the  parties, written or oral, relating to the subject matter hereof.

                         [Signatures on Following Page]


                                       10
<PAGE>
IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
written  above.

                                        CHARYS HOLDING COMPANY, INC.

                                        By:
                                             -----------------------------------
                                             Billy V. Ray, Jr., President



                                        ROCK CREEK EQUITY HOLDINGS, LLC

                                        By:
                                             -----------------------------------
                                             Jerry J. Harrison, Jr., Manager


                                        ----------------------------------------
                                        J. Alan Shaw, Individually


                                       11
<PAGE>
                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  ("AGREEMENT")  is  made  as  of  the  __day of
_____,  200_  by  and among Charys Holding Company, Inc., a Delaware corporation
located  at  1117  Perimeter  Center  West,  Suite  N-415, Atlanta Georgia 30338
("CHARYS"),  Method  IQ,  Inc.,  a Georgia corporation located at 1750  Founders
Parkway,  Suite  180,  Alpharetta,  Georgia  30004 (the "COMPANY"), and Jerry J.
Harrison,  Jr.  (hereinafter,  the  "EXECUTIVE").

                                 R E C I T A L S
                                 - - - - - - - -

     A.     Charys  acquired  all  of  the  issued  and outstanding stock of the
Company  on  _____________,  200_.

     B.     The Board of Directors of Charys (the "CHARYS BOARD") recognizes the
Executive's  potential  contribution  to  the  growth  and  success of Charys by
providing executive management services to the Company and desires to assure the
Company  of  the  Executive's  employment  in  an  executive  capacity.

     C.     The  Board  of Directors of the Company (the "BOARD") recognizes the
Executive's potential contribution to the growth and success of the Company, and
desires  to  assure  the  Company  of the Executive's employment in an executive
capacity  and  to  compensate him therefore, has approved the provisions of this
Agreement  and  has  authorized  the  officers  of  the  Company  to execute the
Agreement  on  behalf  of  the  Company.

     D.     The  Executive  is  willing  to  make  his services available to the
Company  on  the  terms  and  conditions  hereinafter  set  forth.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth  herein,  the  parties  agree  as  follows:

     1.     Employment.
            ----------

          1.1     Employment and Terms.  The Company hereby agrees to employ the
                  --------------------
Executive  and the Executive hereby agrees to serve the Company on the terms and
conditions  set  forth  herein.

          1.2     Duties of Executive.  During the Term of Employment under this
                  -------------------
Agreement  (as  hereinafter defined), the Executive shall serve as the Company's
Chief  Executive Officer.  The Executive shall be accountable only to the Board,
and,  subject  to the authority of the Board, shall have supervision and control
over,  and  responsibility  for  the overall operations of the Company.  He also
shall  have  such other powers and duties as may from time to time be prescribed
by  the  Board,  provided  that  such duties are consistent with the Executive's
position  as  Chief  Executive  Officer  of  a  company the size and type of the
Company.  The  Executive  shall  devote  the necessary time and attention to the
business  and  affairs  of  the Company, render such services to the best of his
ability,  and  use  his  reasonable best efforts to promote the interests of the
Company.  Notwithstanding  the  foregoing  or  any  other  provision  of  this
Agreement,  it  shall


<PAGE>
not  be  a  breach  or  violation  of this Agreement for the Executive to (i) be
employed  in  any  capacity  by  Rock  Creek Equity Holdings, LLC, (ii) serve on
corporate  (subject  to  approval  of the Board, which shall not be unreasonably
withheld),  civic  or  charitable  boards or committees, (iii) deliver lectures,
fulfill  speaking  engagements  or  teach  at  educational institutions, or (iv)
manage  personal  investments,  so  long as such activities do not significantly
interfere  with or significantly detract from the performance of the Executive's
responsibilities  to  the  Company  in  accordance  with  this  Agreement.  The
Executive  may continue to serve out the remaining term as a board member on any
corporate  board  on  which  he  serves  as  of  the  Commencement  Date.

     2.     Term.  The  term  of  employment  under this Agreement (the "TERM OF
            ----
EMPLOYMENT")  shall  commence  as  of  the  __day  of  ____________,  200_  (the
"COMMENCEMENT  DATE")  and shall continue for a period ending two (2) years from
any  date  as  of  which  the Term of Employment is being determined, subject to
earlier  termination  pursuant  to  Section  5  hereof.  This  agreement  shall
automatically  renew  for  an  additional  2-year  term at the conclusion of the
initial  or  successive  2-year terms.  The date on which the Term of Employment
shall  expire  is  sometimes  referred  to  in this Agreement as the "EXPIRATION
DATE."

     3.     Compensation.
            ------------

          3.1     Base Salary.  The Executive shall receive a base salary at the
                  -----------
annual  rate of $175,000 (the "BASE SALARY") during the Term of Employment, with
such  Base  Salary  payable in installments consistent with the Company's normal
payroll  schedule,  subject to applicable withholding and other taxes.  The Base
Salary  shall  be  reviewed,  at least annually, for merit increases and may, by
action and in the discretion of the Board, be increased at any time or from time
to  time.  Notwithstanding the foregoing, the Board may decrease the Executive's
salary  at  any  time  with the written consent of the Executive, which shall be
granted  at  the  Executive's  sole  discretion.  Any  such  reduction  in  the
Executive's  salary  shall  not  effect  the  calculation of Base Salary for the
purpose  of  Section  5  of  this  Agreement.  Notwithstanding  anything  to the
contrary  herein,  in  no  event  shall  Executive's  salary  be  reduced  below
$60,000.00,  and,  if  the Company has met or exceeded $1.4 million in EBIDTA by
the  date  which  is one year from the Commencement Date, then, in no even shall
Executive's  salary  be  (or  be reduced to) less than the Base Salary set forth
above.

          3.2     Bonuses.  In  addition  to Base Salary, the Executive shall be
                  -------
eligible  to  receive a bonus (the "ANNUAL BONUS") payable in such amount and at
such  times  as may be recommended by the Compensation Committee of the Board of
Directors  in  its  sole  discretion.

     4.     Expense  Reimbursement  and  Other  Benefits.
            --------------------------------------------

          4.1     Reimbursement  of  Expenses.  Upon  the  submission  of proper
                  ---------------------------
substantiation by the Executive, and subject to such rules and guidelines as the
Company  may  from  time  to  time  adopt  with  respect to the reimbursement of
expenses  of  executive personnel, the Company shall reimburse the Executive for
all  reasonable  expenses  actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement  is  sought and shall supply to the Company copies of all relevant
invoices,  receipts  or  other  evidence  reasonably  requested  by the Company.


                                      -2-
<PAGE>
          4.2     Compensation/Benefit Programs.  During the Term of Employment,
                  -----------------------------
the  Executive  shall  be  entitled  to  participate  in  all  medical,  dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance  plans and all other plans as are presently and hereinafter offered by
the  Company  to  its  executive  personnel,  including  savings,  pension,
profit-sharing  and  deferred  compensation  plans.

          4.3     Working  Facilities.  During  the  Term  of  Employment,  the
                  -------------------
Company  shall  furnish  the Executive with an office, secretarial help and such
other  facilities  and  services  suitable  to his position and adequate for the
performance  of  his  duties  hereunder.

          4.4     Automobile.  During the Term of Employment, the Company shall,
                  ----------
at  the  Executive's election, either (i) pay to the Executive a non-accountable
automobile  allowance  of  $500  per  month or (ii) provide the Executive with a
mid-size automobile (which initially shall be new and shall be replaced not less
frequently  than  every  three  (3)  years), and reimburse the Executive for the
costs  of  gasoline,  oil,  repairs,  maintenance,  insurance and other expenses
incurred  by  Executive  by  reason  of  the  use  of  the  automobile.

          4.5     Stock  Options.
                  --------------

               a.     Initial  Grant.  As of the Commencement Date, Charys shall
                      --------------
grant  to  the Executive an option to purchase ________________ shares of common
stock of Charys (the "COMMON STOCK") (hereinafter, the "INITIAL OPTIONS") at the
closing  price  on  the  Commencement  Date.  Fifty Percent (50%) of this option
shall  be exercisable on the _____ year anniversary of the Commencement Date and
the  balance  on  the  _____ year anniversary of the Commencement Date and shall
remain  exercisable for a period of ten (10) years, whether or not the Executive
continues  to be employed by the Company during that period.  The parties intend
that  the  Initial  Options  be granted pursuant to the Charys stock option plan
(the  "CHARYS  STOCK  OPTION  PLAN") and shall be incentive stock options to the
extent  allowable  under  the  Charys  Stock  Option  Plan  and applicable laws;
provided,  however,  in  the  event  that the Initial Options may not be granted
under  the  Charys  Stock  Option  Plan  due  to the failure of Charys to obtain
shareholder  approval of an increase in the number of shares available for grant
thereunder, the Initial Options shall be granted to the Executive outside of the
Charys  Stock  Option  Plan.

               b.     Future  Grants.  In  addition,  during  the  Term  of
                      --------------
Employment,  the  Executive  shall be eligible to be granted options (the "STOCK
OPTIONS") to purchase common stock of Charys under (and therefore subject to all
terms  and  conditions  of) the Charys Stock Option Plan, and any successor plan
thereto;  provided,  however,  that  the  Stock Options shall become immediately
exercisable  in  full  upon  termination  of the Executive's employment with the
Company  for  any  reason  other than termination by the Company for Cause under
Section  5.1  hereof  or  termination by the Executive without Good Reason under
Section  5.5(b) hereof.  The number of Stock Options and terms and conditions of
the  Stock  Options  shall be determined by the committee of the Board appointed
pursuant  to  the  Charys  Stock  Option  Plan,  or  by the Charys Board, in its
discretion  and  pursuant  to  the  Charys  Stock  Option  Plan.

          4.6     Target  Companies.  Within thirty (30) days after Commencement
                  -----------------
Date,  a  special  committee  (the  "COMMITTEE")  of  the  Charys Board shall be
established  to  meet  with the Executive and Gregory A. Buchholz (collectively,
the  "MANAGERS")  to  establish  guidelines  (the


                                      -3-
<PAGE>
"GUIDELINES")  for  acquisitions of companies similar to the Company.  After the
Guidelines  have been established and approved by the Charys Board, the Managers
may  from  time  to time bring acquisition candidates (a "TARGET COMPANY" or the
"TARGET  COMPANIES") to the Committee for review.  If the acquisition terms of a
Target  Company comply with the Guidelines, Charys will make available a pool of
Common  Stock  and  apportion  cash  which  may be available from Charys for the
acquisition  of  the Target Company as a wholly-owned subsidiary of the Company,
pursuant  to  any  acquisition structure recommended by the Company's attorneys,
accountants  or  other  professional  advisors.

          As  soon  as  practicable  after  the  acquisition of the Company, the
Committee  and  the  Managers shall establish reasonable financial goals for the
results  of  operations of any Target Company acquired, to include target sales,
target growth in sales, and target earnings before interest, depreciation, taxes
and  amortization,  as  determined  in  accordance  with United States generally
accepted  accounting principles ("EBITDA"), hereinafter collectively the "TARGET
GOALS."

          At  the  end  of  each  full  fiscal  year of operation for any Target
Company,  Charys  shall  cause an audit of the Target Company to be performed by
Charys'  accountants  (the  "TARGET  REVIEW").

          In  the  event  the  results  of  operation of each Target Company, as
determined by the Target Review, is equal to greater than the Target Goals, then
an  amount  not  less  than  Twenty-Five  Percent (25%) of the net income of any
Target  Company,  as  established  by  the  Target  Review, would be paid to the
Managers,  in accordance with each Manager's Employment Agreement, in cash or in
common  stock of Charys, at the Company's option, in accordance with the example
set  forth  in  EXHIBIT A hereto.  The incentive compensation payable under this
Section  shall  be  cumulative  over  a  three  (3)  year  period.

          4.7     Other  Benefits.  The  Executive shall be entitled to four (4)
                  ---------------
weeks  of  paid vacation each calendar year during the Term of Employment, to be
taken  at  such  times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder.  Any vacation time not taken
by Executive during any calendar year may be carried forward into any succeeding
calendar year.  The Executive shall receive such additional benefits, if any, as
the  Board  of  the  Company  shall  from  time  to  time  determine.

     5.     Termination.
            -----------

          5.1     Termination  for  Cause.  The  Company shall at all times have
                  -----------------------
the  right,  upon  written  notice  to  the  Executive, to terminate the Term of
Employment,  for  Cause  as  defined below.  For purposes of this Agreement, the
term  "CAUSE"  shall  mean  (i)  an  action  or  omission of the Executive which
constitutes  a willful and material breach of, or a willful and material failure
or refusal (other than by reason of his disability or incapacity) to perform his
duties  under, this Agreement which is not cured within fifteen (15) days (or if
the  Executive  is acting diligently to effect a cure, such longer time as shall
be  reasonably  necessary  to effect the cure) after receipt by the Executive of
written  notice  of same, (ii) fraud, embezzlement, misappropriation of funds or
material  breach  of  trust  in  connection  with  his  services  hereunder,


                                      -4-
<PAGE>
or  (iii)  a  conviction  of  any crime which involves dishonesty or a breach of
trust.  Any  termination  for  Cause  shall  be made in writing by notice to the
Executive,  which  notice  shall  set  forth  in  reasonable  detail all acts or
omissions upon which the Company is relying for such termination.  The Executive
(and  his  legal  representative)  shall  have  the  right  to address the Board
regarding the acts set forth in the notice of termination.  Upon any termination
pursuant  to  this  Section  5.1, the Company shall (i) pay to the Executive any
unpaid Base Salary through the date of termination and (ii) pay to the Executive
accrued  but  unpaid Incentive Compensation, if any, for any Bonus Period ending
on  or  before  the  date  of the termination of Executive's employment with the
Company.  Upon any termination effected and compensated pursuant to this Section
5.1,  the  Company shall have no further liability hereunder (other than for (x)
reimbursement  for  reasonable  business  expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs).

          5.2     Disability.  The  Company  shall  at all times have the right,
                  ----------
upon  written  notice  to the Executive, to terminate the Term of Employment, if
the  Executive  shall as the result of mental or physical incapacity, illness or
disability,  become  unable to perform his obligations hereunder for a period of
180  days in any 12-month period.  The determination of whether the Executive is
or  continues to be disabled shall be made in writing by a physician selected by
the  Board  and  reasonably  acceptable  to the Executive.  Upon any termination
pursuant  to  this  Section  5.2, the Company shall (i) pay to the Executive the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment, (ii) pay to the Executive accrued but unpaid Incentive Compensation,
if  any, for any Bonus Period ending on or before the date of termination of the
Executive's  employment  with  the  Company,  (iii)  pay  to  the  Executive his
Termination Year Bonus, if any, at the time provided in Section 3.2f hereof, and
(iv)  pay  to  the  Executive  any  then  unpaid  Additional Bonuses at the time
provided  in  Section  3.2(c).  Upon  any  termination  effected and compensated
pursuant  to  this  Section  5.2,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section  4.1, and (y) payment of compensation for unused vacation days that have
accumulated  during  the  calendar  year  in  which  such  termination  occurs).

          5.3     Death.  Upon  the  death  of  the Executive during the Term of
                  -----
Employment,  the  Company  shall  (i)  pay  to  the  estate  of the deceased the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment,  (ii) pay to the estate of the deceased Executive accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
Executive's  date  of  death, (iii) pay to the estate of the deceased Executive,
the  Executive's Termination Year Bonus, if any, at the time provided in Section
3.2f  hereof,  and (iv) pay to the Executive's estate any then unpaid Additional
Bonuses  at  the time provided in Section 3.2(c).  Upon any termination effected
and  compensated pursuant to this Section 5.3, the Company shall have no further
liability  hereunder  (other  than for (x) reimbursement for reasonable business
expenses  incurred  prior to the date of the Executive's death, subject, however
to  the  provisions  of  Section 4.1, and (y) payment of compensation for unused
vacation  days  that  have  accumulated  during  the calendar year in which such
termination  occurs).

          5.4     Termination Without Cause. The Company shall have the right to
                  -------------------------
terminate  the  Term  of  Employment by written notice to the Executive not less
than  thirty  (30)


                                      -5-
<PAGE>
days  prior  to  the  termination  date.  Upon  any termination pursuant to this
Section  5.4  (that  is not a termination under any of Sections 5.1, 5.2, 5.3 or
5.5),  the Company shall (i) pay to the Executive on the termination date unpaid
Base  Salary,  if any, through the date of termination specified in such notice,
(ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any,
for  any  Bonus  Period  ending  on or before the date of the termination of the
Executive's  employment  with the Company, at the time provided in Section 3.2a,
(iii)  pay  to the Executive on the termination date a lump sum payment equal to
three  (3)  times  the sum of (x) his Base Salary and (y) the accrued but unpaid
Bonus  for  the  year in which such termination occurs, (iv) continue to provide
the  Executive  with  the  benefits  under  Sections  4.2  and  4.4  hereof (the
"BENEFITS")  for  a  period of three (3) years immediately following the date of
his  termination in the manner and at such times as the Benefits otherwise would
have  been  provided to the Executive; (v) pay to the Executive as a single lump
sum payment, within 30 days of the date of termination, a lump sum benefit equal
to  the  value of the portion of his benefits under any savings, pension, profit
sharing  or  deferred compensation plans that are forfeited under such plans but
that  would  not have been forfeited if the Executive's employment had contained
for  an  additional three (3) years.  In the event that the Company is unable to
provide  the  Executive  with  any  Benefits required hereunder by reason of the
termination of the Executive's employment pursuant to this Section 5.4, then the
Company shall promptly reimburse the Executive for amounts paid by the Executive
to  acquire  comparable coverage.  Upon any termination effected and compensated
pursuant  to  this  Section  5.4,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred  prior  to the date of termination, subject, however, to the provisions
of  Section  4.1,  and (y) payment of compensation for unused vacation days that
have  accumulated  during  the  calendar year in which such termination occurs).

          5.5     Termination  by  Executive.
                  --------------------------

               a.     The  Executive  shall  at  all  times  have  the right, by
written  notice not less than thirty (30) days prior to the termination date, to
terminate  the  Term  of  Employment.

               b.     Upon  termination  of  the  Term of Employment pursuant to
this  Section  5.5  by the Executive without Good Reason (as defined below), the
Company shall (i) pay to the Executive upon the termination date any unpaid Base
Salary  through  the  effective  date of termination specified in such notice or
otherwise  mutually  agreed and (ii) pay to the Executive any accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
termination  of Executive's employment with the Company, at the time provided in
Section  3.2.   Upon  any  termination effected and compensated pursuant to this
Section  5.5(b),  the  Company  shall have no further liability hereunder (other
than  for  (x)  reimbursement for reasonable business expenses incurred prior to
the date of termination, subject, however, to the provisions of Section 4.1, and
(y)  payment  of  compensation  for  unused  vacation days that have accumulated
during  the  calendar  year  in  which  such  termination  occurs).

               c.     Upon  termination  of  the  Term of Employment pursuant to
this  Section 5.5 by the Executive for Good Reason, the Company shall pay to the
Executive the same amounts, and shall continue or compensate for Benefits in the
same  amounts,  that  would  have been payable or provided by the Company to the
Executive under Section 5.4 of this Agreement if the Term of Employment had been
terminated  by  the  Company  without  Cause.  In  addition,  if


                                      -6-
<PAGE>
the  termination  of the Term of Employment occurs after a Change in Control (as
hereinafter  defined),  and  as a result of the Change in Control, the Executive
would  be entitled to a reduction in the option price for any options granted to
the Executive, or any cash payments from the Company, (other than those provided
under  this  Agreement) in addition to those specified in Section 5.4, under any
plan  or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the
Company  shall provide the Executive with those Additional Benefits, if and only
to  the  extent that such Additional Benefits, when added to the amounts payable
and  the  Benefits  provided by the Company to the Executive hereunder, will not
constitute  excess  parachute  payments  with  the  meaning  of  Section 280G of
Internal  Revenue  Code of 1986, as amended, and the regulations thereunder (the
"CODE").  Upon any termination effected and compensated pursuant to this Section
5.5(c),  the  Company  shall have no further liability hereunder (other than for
(x) reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs.)

               d.     For  purposes  of this Agreement, "GOOD REASON" shall mean
(i)  the  assignment  to the Executive of any duties inconsistent in any respect
with  the  Executive's position (including status, offices, titles and reporting
requirements),  authority, duties or responsibilities as contemplated by Section
1.2  of  this  Agreement,  or any other action by the Company which results in a
diminution  in  such  position, authority, duties or responsibilities, excluding
for this purpose an isolated,  insubstantial and inadvertent action not taken in
bad  faith and which is remedied by the Company promptly after receipt of notice
thereof  given  by the Executive; (ii) any failure by the Company to comply with
any  of  the provisions of Article 3 of this Agreement,  other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive;  (iii)  the  Company's  requiring  the  Executive  to be based at any
office  or  location,  that  is not within 50 miles of the executive's home city
except  for  travel  reasonably  required  in the performance of the Executive's
responsibilities;  (iv)  any  purported  termination  by  the  Company  of  the
Executive's  employment other than for Cause pursuant to Section 5.1, or because
of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the
termination  by  the  Company  of  Gregory A. Buchholz for any reason other than
Cause;  or  (vi)  the  occurrence  of a Change in Control.  For purposes of this
Section  5.5(d),  the  Executive acknowledges that the Company's holding company
functions  are  headquartered and centralized in Atlanta, Georgia.  For purposes
of  this Section 5.5(d), any good faith determination of Good Reason made by the
Executive  shall  be  conclusive; provided that the Executive shall not exercise
                                  --------
his right to terminate his employment for Good Reason without first giving sixty
(60)  days  written notice to the Company of the factual basis constituting Good
Reason.  The  Company  shall  have the right to cure the problem(s) noted by the
Executive,  before  the  Executive may terminate his employment for Good Reason.

               e.     For  purposes  of  this  Agreement,  the  term  "CHANGE IN
CONTROL"  shall  mean:

                    (i)     Approval by the shareholders of the Company of (x) a
reorganization,  merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders  of the Company immediately prior to such reorganization, merger or
consolidation  or  other  transaction


                                      -7-
<PAGE>
do  not,  immediately  thereafter,  own  more  than  Fifty  Percent (50%) of the
combined voting power entitled to vote generally in the election of directors of
the  reorganized,  merged  or  consolidated  company's  then  outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or (y)
a  liquidation  or  dissolution  of  the  Company  or  (z)  the  sale  of all or
substantially  all  of  the  assets  of the Company (unless such reorganization,
merger,  consolidation  or other corporate transaction, liquidation, dissolution
or  sale  is  subsequently  abandoned);

                    (ii)     A  new Board member is elected without the approval
of  at  least  two  (2)  of the persons who, as of the Commencement Date of this
Agreement,  constitute  the  Board  (the  "INCUMBENT  BOARD");  or

                    (iii)     the  acquisition  (other than from the Company) by
any  person,  entity  or  "group",  within  the  meaning  of Section 13(d)(3) or
14(d)(2)  of  the  Securities  Exchange  Act, of beneficial ownership within the
meaning  of Rule 13-d promulgated under the Securities Exchange Act of more than
Fifty  Percent  (50%)  of  either  the  then outstanding shares of the Company's
Common  Stock  or  the  combined  voting power of the Company's then outstanding
voting  securities  entitled  to  vote  generally  in  the election of directors
(hereinafter  referred  to  as  the  ownership  of  a  "CONTROLLING  INTEREST")
excluding,  for  this  purpose,  any  acquisitions  by  (1)  the  Company or its
Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date
of  this  Agreement  owns beneficial ownership (within the meaning of Rule 13d-3
promulgated  under the Securities Exchange Act) of a Controlling Interest or (3)
any  employee  benefit  plan  of  the  Company  or  its  Subsidiaries;

                    (iv)     provided that, with respect to this Section 5.5(e),
a  Change  in  Control  shall  not  be deemed to have occurred should any of the
contingencies  referred  to  in  this  Section  involve  any of those companies,
persons  or  other  legal  entities  with  whom the Company is negotiating on or
before  the  Commencement  Date  and  which are communicated, in writing, by the
                                 ---
Company  to  the  Executive  upon  execution  of  this  Agreement.

          5.6     Certain  Additional Payments by the Company.  Anything in this
                  -------------------------------------------
Agreement  to  the contrary notwithstanding, in the event it shall be determined
that  any  payment,  distribution  or  other action by the Company to or for the
benefit  of  the  Executive  (whether  paid  or  payable  or  distributed  or
distributable  pursuant  to  the terms of this Agreement or otherwise, including
any  additional payments required under this Section 5.6) (a "PAYMENT") would be
subject to an excise tax imposed by Section 4999 of the Code, or any interest or
penalties  are  incurred  by  the  Executive with respect to any such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively  referred to as the "EXCISE TAX"), the Company shall make a payment
to  the Executive (a "GROSS-UP PAYMENT") in an amount such that after payment by
the  Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment,  the Executive retains (or has had paid to the Internal Revenue Service
on  his  behalf)  an  amount of the Gross-Up Payment equal to the sum of (x) the
Excise  Tax  imposed  upon  the  Payments  and (y) the product of any deductions
disallowed  because  of the inclusion of the Gross-Up Payment in the Executive's
adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made.  For
purposes  of determining the amount of the Gross-Up Payment, the Executive shall
be  deemed  to  (i)  pay  federal  income taxes at the highest marginal rates of
federal  income


                                      -8-
<PAGE>
taxation  for the calendar year in which the Gross-Up Payment is to be made, and
(ii) pay applicable state and local income taxes at the highest marginal rate of
taxation  for the calendar year in which the Gross-Up Payment is to be made, net
of  the  maximum  reduction in federal income taxes which could be obtained from
deduction  of  such  state  and  local  taxes.

          5.7     Resignation.     Upon  any  termination of employment pursuant
                  -----------
to this Article 5, the Executive shall be deemed to have resigned as an officer,
and  if  he or she was then serving as a director of the Company, as a director,
and if required by the Board, the Executive hereby agrees to immediately execute
a  resignation  letter  to  the  Board.

          5.8     Survival.  The  provisions of this Article 5 shall survive the
                  --------
termination  of  this  Agreement,  as  applicable.

     6.     Restrictive  Covenants.
            ----------------------

          6.1     Non-competition.  In  order  to  fully  protect  the Company's
                  ---------------
Proprietary  Information,  at  all  times  during  the  Restricted  Period,  the
Executive  shall  not,  directly or indirectly, perform or provide managerial or
executive  services  on  behalf  of  any  person,  entity or enterprise which is
engaged  in,  or  plans  to  engage  in,  the  provision  of telephonic customer
interaction  solutions in the United States that directly or indirectly competes
with  the  Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the
business  of  telephone  and  telecommunication  installation  and  service).
Notwithstanding  anything  to  the contrary in the forgoing or elsewhere herein,
the  "Company's Business" shall not be deemed to include the current business of
Executive's  other  company,  Synerio,  Inc.,  a  Georgia  corporation, which is
building,  operating  and  selling  hosted  call center applications. During the
Executive's  employment  with  the Company, the Executive shall not, directly or
indirectly,  have any interest in any business that provides telephonic customer
interaction  solutions  in  the  United  States  (other  than  the Company) that
competes  with  the  Company's  Business, provided that this provision shall not
apply  to  the Executive's ownership or acquisition, solely as an investment, of
securities  of any issuer that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading  on any United States national securities exchange or that are quoted on
the  National  Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in  common use, so long as the Executive does not control, acquire a controlling
interest  in  or  become  a member of a group which exercises direct or indirect
control  of,  more  than five percent (5%) of any class of capital stock of such
corporation.  For  purposes  of  this Agreement the "RESTRICTED PERIOD" shall be
the  period  during  which  the Executive is employed by the Company and, if the
Executive's  employment  with  the  Company  is either terminated by the Company
without  Cause  pursuant  to  Section  5.4,  or by the Executive for Good Reason
pursuant  to  Section  5.5c,  and  the  Company has paid to the Executive all of
amounts  then  payable  to  the  Executive  pursuant to Sections 5.4 or 5.5c, as
applicable, the one (1) year period immediately following the termination of the
Executive's  employment  with  the  Company.

          6.2     Confidential  Information.  The  Executive  recognizes  and
                  -------------------------
acknowledges  that  the  Trade  Secrets  (as  defined  below)  and  Confidential
Information  (as  defined  below),  of  the Company and all physical embodiments
thereof,  as  they  may  exist from time-to-time, collectively, the "PROPRIETARY
INFORMATION"  are  valuable,  special  and  unique  assets  of  the


                                      -9-
<PAGE>
Company's  business.  In  order  to  obtain  and/or  maintain  access  to  such
Proprietary  Information,  which  employee  acknowledges  is  essential  to  the
performance  of  his  duties  under  this  Agreement, the Executive agrees that,
except  with  respect  to  those  duties  assigned  to  him  by the Company, the
Executive shall hold in confidence all Proprietary Information and the Executive
will  not  reproduce, use, distribute, disclose, or otherwise misappropriate any
Proprietary  Information,  in whole or in part, and will take no action causing,
or  fail  to  take  any  action  necessary  to  prevent causing, any Proprietary
Information  to  lose  its  character  as  Proprietary Information, nor will the
Executive  make  use of any such Information for the Executive's own purposes or
for  the  benefit  of  any person, business or legal entity (except the Company)
under any circumstances, except that the Executive may disclose such Proprietary
Information  to  the  extent  required  by law, provided that, prior to any such
disclosure,  the  Company be provided an opportunity to contest such disclosure.

          For  purposes  of  this  Agreement,  the  term  "TRADE  SECRETS" means
information  belonging  to  or  licensed  to  the  Company,  regardless of form,
including,  but  not  limited  to, any technical or non-technical data, formula,
pattern,  compilation,  program,  device, method, technique, drawing, financial,
marketing  or  other  business  plan,  lists of actual or potential customers or
suppliers,  or  any  other  information  similar  to any of the foregoing, which
derives  economic value, actual or potential, from not being generally known to,
and  not  being  readily ascertainable by proper means by, other persons who can
derive  economic  value  from  its  disclosure  or  use.  The term "CONFIDENTIAL
INFORMATION"  means  any  information  belonging  to or licensed to the Company,
regardless  of  form, other than Trade Secrets, which is valuable to the Company
and  not  generally  known  to  competitors  of  the  Company.

          The  provisions of this Section 6.2 will apply to Trade Secrets for as
long  as such information remains a Trade Secret and to Confidential Information
during  the  Executive's employment with the Company and for a period of two (2)
years  following  the termination of the Executive's employment with the Company
for  whatever  reason.

          6.3     Non-solicitation  of  Employees  and  Customers.  At all times
                  -----------------------------------------------
during  the  Restricted  Period, as defined in Section 6.1 hereof, the Executive
shall  not,  directly  or indirectly, for himself or for any other person, firm,
corporation,  partnership,  association  or other entity (a) solicit, recruit or
attempt to solicit or recruit any employee of the Company to leave the Company's
employment,  or  (b) solicit or attempt to solicit any of the actual or targeted
prospective  customers  or  clients  of  the Company with whom the Executive had
material contact or about whom the Executive learned Confidential Information on
behalf  of  any  person  or entity in connection with any business that competes
with  the  Company's  Business.

          6.4     Ownership  of  Developments.  All  copyrights,  patents, trade
                  ---------------------------
secrets,  or  other  intellectual  property  rights  associated  with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients  (collectively,  the  "WORK  PRODUCT")  shall  belong exclusively to the
Company  and  shall,  to  the  extent possible, be considered a work made by the
Executive  for hire for the Company within the meaning of Title 17 of the United
States  Code.  To the extent the Work Product may not be considered work made by
the  Executive  for  hire  for  the Company, the Executive agrees to assign, and
automatically  assign  at  the time of creation of the Work Product, without any
requirement  of  further  consideration,  any  right,  title,  or  interest


                                      -10-
<PAGE>
the  Executive  may have in such Work Product.  Upon the request of the Company,
the  Executive shall take such further actions, including execution and delivery
of  instruments  of  conveyance,  as  may be appropriate to give full and proper
effect  to  such  assignment.

          6.5     Books  and Records.  All books, records, and accounts relating
                  ------------------
in  any  manner  to the customers or clients of the Company, whether prepared by
the  Executive or otherwise coming into the Executive's possession, shall be the
exclusive  property  of  the  Company  and  shall be returned immediately to the
Company  on  termination  of  the  Executive's  employment  hereunder  or on the
Company's  request  at  any  time.

          6.6     Definition of Company.  Solely for purposes of this Article 6,
                  ---------------------
the term "COMPANY" also shall include any existing or future subsidiaries of the
Company  that  are  operating  during  the time periods described herein and any
other  entities that directly or indirectly, through one or more intermediaries,
control,  are  controlled by or are under common control with the Company during
the  periods  described  herein.

          6.7     Acknowledgment  by  Executive.  The Executive acknowledges and
                  -----------------------------
confirms  that  (a)  the  restrictive  covenants contained in this Article 6 are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company, and (b) the restrictions contained in this Article 6 (including without
limitation  the  length  of the term of the provisions of this Article 6)are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion  of  any kind. The Executive further acknowledges and confirms that his
full,  uninhibited and faithful observance of each of the covenants contained in
this  Article  6  will not cause him any undue hardship, financial or otherwise,
and  that  enforcement of each of the covenants contained herein will not impair
his  ability  to  obtain employment commensurate with his abilities and on terms
fully  acceptable  to  him  or  otherwise  to  obtain  income  required  for the
comfortable  support  of him and his family and the satisfaction of the needs of
his  creditors.  The  Executive  acknowledges  and  confirms  that  his  special
knowledge  of  the  business  of  the Company is such as would cause the Company
serious  injury  or  loss  if  he  were to use such ability and knowledge to the
benefit  of a competitor or were to compete with the Company in violation of the
terms  of  this  Article  6.  The  Executive  further  acknowledges  that  the
restrictions  contained  in this Article 6 are intended to be, and shall be, for
the  benefit  of  and  shall  be  enforceable  by,  the Company's successors and
assigns.

          6.8     Reformation  by Court.  In the event that a court of competent
                  ---------------------
jurisdiction  shall determine that any provision of this Article 6 is invalid or
more  restrictive  than  permitted under the governing law of such jurisdiction,
then  only  as  to enforcement of this Article 6 within the jurisdiction of such
court,  such  provision  shall be interpreted and enforced as if it provided for
the  maximum  restriction  permitted  under  such  governing  law.

          6.9     Extension  of Time.  If the Executive shall be in violation of
                  ------------------
any  provision  of  this  Article 6, then each time limitation set forth in this
Article  6  shall  be  extended for a period of time equal to the period of time
during  which  such  violation  or  violations  occur.  If  the  Company  seeks
injunctive relief from such violation in any court, then the covenants set forth
in  this  Article 6 shall be extended for a period of time equal to the pendency
of  such  proceeding  including  all  appeals  by  the  Executive.


                                      -11-
<PAGE>
          6.10     Survival.  The provisions of this Article 6 shall survive the
                   --------
termination  of  this  Agreement,  as  applicable.

     7.     Support  Functions;  Profit  Participation.  During the term of this
            ------------------------------------------
Agreement,  no  material  administrative  or corporate support functions, unless
requested by the CEO or President of the Company, shall be integrated with those
of  Charys,  unless  required  by  applicable law, rule or regulation, until the
earlier of the date when (a) the Company's credit facilities with Carolina First
Bank  (or  any  refinancing  of  the  same)  has  been paid in full or (b) until
Executive  is  released  as  a  guarantor on all Company debt guaranteed by such
Executive.  Net  profits in excess of 10 % of the net sales of the Company shall
be  eligible  for distribution through a bonus compensation plan administered by
the  Managers.

     8.     Injunction.  It is recognized and hereby acknowledged by the parties
            ----------
hereto  that  a  breach  by  the  Executive of any of the covenants contained in
Article  6  of  this  Agreement  will  cause  irreparable harm and damage to the
Company,  the monetary amount of which may be virtually impossible to ascertain.
As  a  result, the Executive recognizes and hereby acknowledges that the Company
may  be  entitled  to  an  injunction  from  any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in  Article  6  of  this  Agreement  by  the Executive or any of his affiliates,
associates,  partners  or  agents,  either directly or indirectly, and that such
right  to  injunction  shall  be  cumulative  and  in addition to whatever other
remedies  the  Company  may  possess.

     9.     Attorney's  Fees.  Nothing  contained  herein  shall be construed to
            ----------------
prevent  the Company or the Executive from seeking and recovering from the other
damages  sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement.   In the event that either party hereto
brings  suit for the collection of any damages resulting from, or the injunction
of  any  action constituting, a breach of any of the terms or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     10.     Assignment.  Neither  party  shall  have  the  right  to  assign or
             ----------
delegate  his  rights  or  obligations hereunder, or any portion thereof, to any
other  person.

     11.     Governing  Law  and Venue.  This Agreement shall be governed by and
             -------------------------
construed  and  enforced  in  accordance  with the internal laws of the State of
Georgia.  The  venue for any action to enforce this Agreement shall be the state
or  federal  courts  located  within  Fulton  County,  Georgia.

     12.     Entire  Agreement.  This Agreement constitutes the entire agreement
             -----------------
between  the  parties hereto with respect to the subject matter hereof and, upon
its  effectiveness,  shall  supersede  all  prior agreements, understandings and
arrangements,  both  oral and written, between the Executive and the Company (or
any  of its affiliates) with respect to such subject matter.  This Agreement may
not  be  modified  in  any way unless by a written instrument signed by both the
Company  and  the  Executive.

     13.     Notices:  All  notices  required or permitted to be given hereunder
             -------
shall  be  in  writing  and  shall  be  personally delivered by courier, sent by
registered  or  certified  mail,  return


                                      -12-
<PAGE>
receipt  requested  or sent by confirmed facsimile transmission addressed as set
forth  herein.  Notices  personally  delivered,  sent  by  facsimile  or sent by
overnight  courier  shall  be  deemed  given on the date of delivery and notices
mailed  in  accordance with the foregoing shall be deemed given upon the earlier
of  receipt  by  the  addressee,  as evidenced by the return receipt thereof, or
three  (3)  days after deposit in the U.S. mail.  Notice shall be sent (i) if to
the  Company,  addressed  to  the address of the Company in the preamble to this
Agreement,  Attention:  Chairman  of the Board, and (ii) if to the Executive, to
his address as reflected on the payroll records of the Company, or to such other
in  accordance  with  this  provision.

     14.     Benefits;  Binding Effect.  This Agreement shall be for the benefit
             -------------------------
of  and  binding  upon  the  parties hereto and their respective heirs, personal
representatives,  legal  representatives,  successors  and,  where permitted and
applicable,  assigns,  including,  without  limitation,  any  successor  to  the
Company,  whether  by  merger,  consolidation,  sale of stock, sale of assets or
otherwise.

     15.     Severability.  The  invalidity  of  any  one  or more of the words,
             ------------
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall not affect the enforceability of the remaining portions of this
Agreement  or any part thereof, all of which are inserted conditionally on their
being  valid  in  law,  and,  in  the  event  that any one or more of the words,
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall  be  declared  invalid, this Agreement shall be construed as if
such  invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses,  provisions  or provisions,  section or sections or article or articles
had  not  been inserted.  If such invalidity is caused by length of time or size
of  area,  or  both,  the  otherwise  invalid provision will be considered to be
reduced  to  a  period  or  area  which  would  cure  such  invalidity.

     16.     Waivers.  The  waiver  by  either  party  hereto  of  a  breach  or
             -------
violation  of  any  term or provision of this Agreement shall not operate nor be
construed  as  a  waiver  of  any  subsequent  breach  or  violation.

     17.     Damages.  Nothing  contained  herein  shall be construed to prevent
             -------
the  Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or  provision  of  this Agreement.  In the event that either party hereto brings
suit  for the collection of any damages resulting from, or the injunction of any
action  constituting,  a  breach  of  any  of  the  terms  or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     18.     Section  Headings.  The  article,  section  and  paragraph headings
             -----------------
contained in this Agreement are for reference purposes only and shall not affect
in  any  way  the  meaning  or  interpretation  of  this  Agreement.

     19.     No  Third  Party Beneficiary.  Nothing expressed or implied in this
             ----------------------------
Agreement  is intended, or shall be construed, to confer upon or give any person
other  than the Company, the parties hereto and their respective heirs, personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights  or  remedies  under  or  by  reason  of  this  Agreement.


                                      -13-
<PAGE>
     20.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             -------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument  and  agreement.

     21.     Indemnification.
             ---------------

               a.     Subject  to  limitations imposed by law, the Company shall
indemnify and hold harmless the Executive to the fullest extent permitted by law
from  and  against  any  and all claims, damages, expenses (including attorneys'
fees),  judgments,  penalties,  fines,  settlements,  and  all other liabilities
incurred  or  paid  by  him  in  connection  with  the  investigation,  defense,
prosecution,  settlement  or  appeal  of  any  threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  and  to which the Executive was or is a party or is threatened to
be  made  a party by reason of the fact that the Executive is or was an officer,
employee  or  agent of the Company, or by reason of anything done or not done by
the  Executive  in  any such capacity or capacities, provided that the Executive
acted  in  good faith, in a manner that was not grossly negligent or constituted
willful  misconduct  and  in  a  manner  he  reasonably believed to be in or not
opposed  to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  The Company also shall pay any and all expenses (including attorney's
fees)  incurred  by the Executive as a result of the Executive being called as a
witness  in  connection  with any matter involving the Company and/or any of its
officers  or  directors.

               b.     The  Company  shall pay any expenses (including attorneys'
fees),  judgments, penalties, fines, settlements, and other liabilities incurred
by  the Executive in investigating, defending, settling or appealing any action,
suit  or  proceeding  described  in  this  Section  20  in  advance of the final
disposition  of such action, suit or proceeding.  The Company shall promptly pay
the amount of such expenses to the Executive, but in no event later than 10 days
following  the  Executive's  delivery to the Company of a written request for an
advance  pursuant  to  this Section 20, together with a reasonable accounting of
such  expenses.

               c.     The Executive hereby undertakes and agrees to repay to the
Company  any advances made pursuant to this Section 20 if and to the extent that
it  shall  ultimately  be  found  that  the  Executive  is  not  entitled  to be
indemnified  by  the  Company  for  such  amounts.

               d.     The  Company  shall make the advances contemplated by this
Section  20  regardless  of the Executive's financial ability to make repayment,
and  regardless  whether  indemnification  of the Indemnitee by the Company will
ultimately be required.  Any advances and undertakings to repay pursuant to this
Section  20  shall  be  unsecured  and  interest-free.

               e.     The  provisions  of  this  Section  20  shall  survive the
termination  of  this  Agreement.

         [The remainder of this page has been intentionally left blank]


                                      -14-
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                              COMPANY:



                              By:
                                 -----------------------------------------------
                              Name: Gregory A. Buchholz
                              Title: President and Chief Operating Officer


                              CHARYS HOLDING COMPANY, INC.



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



                              EXECUTIVE:


                              --------------------------------------------------
                              Name: Jerry J. Harrison, Jr.


                                      -15-
<PAGE>
                                    EXHIBIT A

                                   [Attached]


                                      -16-
<PAGE>
                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  ("AGREEMENT")  is  made  as  of  the  __day of
__________,  2005  by  and  among  Charys  Holding  Company,  Inc.,  a  Delaware
corporation  located at 1117 Perimeter Center West, Suite N-415, Atlanta Georgia
30338  ("CHARYS"),  Method  IQ,  Inc.,  a  Georgia  corporation  located at 1750
Founders  Parkway,  Suite  180,  Alpharetta,  Georgia 30004 (the "COMPANY"), and
Gregory  A.  Buchholz  (hereinafter,  the  "EXECUTIVE").

                                 R E C I T A L S
                                 - - - - - - - -

     A.     Charys  acquired  all  of  the  issued  and outstanding stock of the
Company  on  _____________,  2005.

     B.     The Board of Directors of Charys (the "CHARYS BOARD") recognizes the
Executive's  potential  contribution  to  the  growth  and  success of Charys by
providing executive management services to the Company and desires to assure the
Company  of  the  Executive's  employment  in  an  executive  capacity.

     C.     The  Board  of Directors of the Company (the "BOARD") recognizes the
Executive's potential contribution to the growth and success of the Company, and
desires  to  assure  the  Company  of the Executive's employment in an executive
capacity  and  to  compensate him therefore, has approved the provisions of this
Agreement  and  has  authorized  the  officers  of  the  Company  to execute the
Agreement  on  behalf  of  the  Company.

     D.     The  Executive  is  willing  to  make  his services available to the
Company  on  the  terms  and  conditions  hereinafter  set  forth.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth  herein,  the  parties  agree  as  follows:

     1.     Employment.
            ----------

          1.1     Employment and Terms.  The Company hereby agrees to employ the
                  --------------------
Executive  and the Executive hereby agrees to serve the Company on the terms and
conditions  set  forth  herein.

          1.2     Duties of Executive.  During the Term of Employment under this
                  -------------------
Agreement  (as  hereinafter defined), the Executive shall serve as the Company's
Chief  Operating Officer.  The Executive shall be accountable only to the Board,
and,  subject  to the authority of the Board, shall have supervision and control
over,  and  responsibility  for  the overall operations of the Company.  He also
shall  have  such other powers and duties as may from time to time be prescribed
by  the  Board,  provided  that  such duties are consistent with the Executive's
position  as  Chief  Operating  Officer  of  a  company the size and type of the
Company.  The  Executive  shall  devote  the necessary time and attention to the
business  and  affairs  of  the Company, render such services to the best of his
ability,  and  use  his  reasonable best efforts to promote the interests of the
Company.  Notwithstanding  the  foregoing  or  any  other  provision  of  this
Agreement,  it  shall


<PAGE>
not  be  a  breach  or  violation  of this Agreement for the Executive to (i) be
employed  in  any  capacity  by  Rock  Creek Equity Holdings, LLC, (ii) serve on
corporate  (subject  to  approval  of the Board, which shall not be unreasonably
withheld),  civic  or  charitable  boards or committees, (iii) deliver lectures,
fulfill  speaking  engagements  or  teach  at  educational institutions, or (iv)
manage  personal  investments,  so  long as such activities do not significantly
interfere  with or significantly detract from the performance of the Executive's
responsibilities  to  the  Company  in  accordance  with  this  Agreement.  The
Executive  may continue to serve out the remaining term as a board member on any
corporate  board  on  which  he  serves  as  of  the  Commencement  Date.

     2.     Term.  The  term  of  employment  under this Agreement (the "TERM OF
            ----
EMPLOYMENT")  shall  commence  as  of  the  __day  of  ____________,  2005  (the
"COMMENCEMENT  DATE")  and shall continue for a period ending two (2) years from
any  date  as  of  which  the Term of Employment is being determined, subject to
earlier  termination  pursuant  to  Section  5  hereof.  This  agreement  shall
automatically  renew  for  an  additional  2-year  term at the conclusion of the
initial  or  successive  2-year terms.  The date on which the Term of Employment
shall  expire  is  sometimes  referred  to  in this Agreement as the "EXPIRATION
DATE."

     3.     Compensation.
            ------------

          3.1     Base Salary.  The Executive shall receive a base salary at the
                  -----------
annual  rate of $175,000 (the "BASE SALARY") during the Term of Employment, with
such  Base  Salary  payable in installments consistent with the Company's normal
payroll  schedule,  subject to applicable withholding and other taxes.  The Base
Salary  shall  be  reviewed,  at least annually, for merit increases and may, by
action and in the discretion of the Board, be increased at any time or from time
to  time.  Notwithstanding the foregoing, the Board may decrease the Executive's
salary  at  any  time  with the written consent of the Executive, which shall be
granted  at  the  Executive's  sole  discretion.  Any  such  reduction  in  the
Executive's  salary  shall  not  effect  the  calculation of Base Salary for the
purpose  of  Section  5  of  this  Agreement.  Notwithstanding  anything  to the
contrary  herein,  in  no  event  shall  Executive's  salary  be  reduced  below
$60,000.00,  and,  if  the Company has met or exceeded $1.4 million in EBIDTA by
the  date  which  is one year from the Commencement Date, then, in no even shall
Executive's  salary  be  (or  be reduced to) less than the Base Salary set forth
above.

          3.2     Bonuses.  In  addition  to Base Salary, the Executive shall be
                  -------
eligible  to  receive a bonus (the "ANNUAL BONUS") payable in such amount and at
such  times  as may be recommended by the Compensation Committee of the Board of
Directors  in  its  sole  discretion.

     4.     Expense  Reimbursement  and  Other  Benefits.
            --------------------------------------------

          4.1     Reimbursement  of  Expenses.  Upon  the  submission  of proper
                  ---------------------------
substantiation by the Executive, and subject to such rules and guidelines as the
Company  may  from  time  to  time  adopt  with  respect to the reimbursement of
expenses  of  executive personnel, the Company shall reimburse the Executive for
all  reasonable  expenses  actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement  is  sought and shall supply to the Company copies of all relevant
invoices,  receipts  or  other  evidence  reasonably  requested  by the Company.


                                      -2-
<PAGE>
          4.2     Compensation/Benefit Programs.  During the Term of Employment,
                  -----------------------------
the  Executive  shall  be  entitled  to  participate  in  all  medical,  dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance  plans and all other plans as are presently and hereinafter offered by
the  Company  to  its  executive  personnel,  including  savings,  pension,
profit-sharing  and  deferred  compensation  plans.

          4.3     Working  Facilities.  During  the  Term  of  Employment,  the
                  -------------------
Company  shall  furnish  the Executive with an office, secretarial help and such
other  facilities  and  services  suitable  to his position and adequate for the
performance  of  his  duties  hereunder.

          4.4     Automobile.  During the Term of Employment, the Company shall,
                  ----------
at  the  Executive's election, either (i) pay to the Executive a non-accountable
automobile  allowance  of  $500  per  month or (ii) provide the Executive with a
mid-size automobile (which initially shall be new and shall be replaced not less
frequently  than  every  three  (3)  years), and reimburse the Executive for the
costs  of  gasoline,  oil,  repairs,  maintenance,  insurance and other expenses
incurred  by  Executive  by  reason  of  the  use  of  the  automobile.

          4.5     Stock  Options.
                  --------------

               a.     Initial  Grant.  As of the Commencement Date, Charys shall
                      --------------
grant  to  the Executive an option to purchase ________________ shares of common
stock of Charys (the "COMMON STOCK") (hereinafter, the "INITIAL OPTIONS") at the
closing  price  on  the  Commencement  Date.  Fifty Percent (50%) of this option
shall  be exercisable on the _____ year anniversary of the Commencement Date and
the  balance  on  the  _____ year anniversary of the Commencement Date and shall
remain  exercisable for a period of ten (10) years, whether or not the Executive
continues  to be employed by the Company during that period.  The parties intend
that  the  Initial  Options  be granted pursuant to the Charys stock option plan
(the  "CHARYS  STOCK  OPTION  PLAN") and shall be incentive stock options to the
extent  allowable  under  the  Charys  Stock  Option  Plan  and applicable laws;
provided,  however,  in  the  event  that the Initial Options may not be granted
under  the  Charys  Stock  Option  Plan  due  to the failure of Charys to obtain
shareholder  approval of an increase in the number of shares available for grant
thereunder, the Initial Options shall be granted to the Executive outside of the
Charys  Stock  Option  Plan.

               b.     Future  Grants.  In  addition,  during  the  Term  of
                      --------------
Employment,  the  Executive  shall be eligible to be granted options (the "STOCK
OPTIONS") to purchase common stock of Charys under (and therefore subject to all
terms  and  conditions  of) the Charys Stock Option Plan, and any successor plan
thereto;  provided,  however,  that  the  Stock Options shall become immediately
exercisable  in  full  upon  termination  of the Executive's employment with the
Company  for  any  reason  other than termination by the Company for Cause under
Section  5.1  hereof  or  termination by the Executive without Good Reason under
Section  5.5(b) hereof.  The number of Stock Options and terms and conditions of
the  Stock  Options  shall be determined by the committee of the Board appointed
pursuant  to  the  Charys  Stock  Option  Plan,  or  by the Charys Board, in its
discretion  and  pursuant  to  the  Charys  Stock  Option  Plan.

          4.6     Target  Companies.  Within thirty (30) days after Commencement
                  -----------------
Date,  a  special  committee  (the  "COMMITTEE")  of  the  Charys Board shall be
established  to  meet  with the Executive and Gregory A. Buchholz (collectively,
the  "MANAGERS")  to  establish  guidelines  (the


                                      -3-
<PAGE>
"GUIDELINES")  for  acquisitions of companies similar to the Company.  After the
Guidelines  have been established and approved by the Charys Board, the Managers
may  from  time  to time bring acquisition candidates (a "TARGET COMPANY" or the
"TARGET  COMPANIES") to the Committee for review.  If the acquisition terms of a
Target  Company comply with the Guidelines, Charys will make available a pool of
Common  Stock  and  apportion  cash  which  may be available from Charys for the
acquisition  of  the Target Company as a wholly-owned subsidiary of the Company,
pursuant  to  any  acquisition structure recommended by the Company's attorneys,
accountants  or  other  professional  advisors.

          As  soon  as  practicable  after  the  acquisition of the Company, the
Committee  and  the  Managers shall establish reasonable financial goals for the
results  of  operations of any Target Company acquired, to include target sales,
target growth in sales, and target earnings before interest, depreciation, taxes
and  amortization,  as  determined  in  accordance  with United States generally
accepted  accounting principles ("EBITDA"), hereinafter collectively the "TARGET
GOALS."

          At  the  end  of  each  full  fiscal  year of operation for any Target
Company,  Charys  shall  cause a review of the Target Company to be performed by
Charys'  accountants  (the  "TARGET  REVIEW").

          In  the  event  the  results  of  operation of each Target Company, as
determined by the Target Review, is equal to greater than the Target Goals, then
an  amount  not  less  than  Twenty-Five  Percent (25%) of the net income of any
Target  Company,  as  established  by  the  Target  Review, would be paid to the
Managers,  in accordance with each Manager's Employment Agreement, in cash or in
common  stock of Charys, at the Company's option, in accordance with the example
set  forth  in  EXHIBIT A hereto.  The incentive compensation payable under this
Section  shall  be  cumulative  over  a  three  (3)  year  period.

          4.7     Other  Benefits.  The  Executive shall be entitled to four (4)
                  ---------------
weeks  of  paid vacation each calendar year during the Term of Employment, to be
taken  at  such  times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder.  Any vacation time not taken
by Executive during any calendar year may be carried forward into any succeeding
calendar year.  The Executive shall receive such additional benefits, if any, as
the  Board  of  the  Company  shall  from  time  to  time  determine.

     5.     Termination.
            -----------

          5.1     Termination  for  Cause.  The  Company shall at all times have
                  -----------------------
the  right,  upon  written  notice  to  the  Executive, to terminate the Term of
Employment,  for  Cause  as  defined below.  For purposes of this Agreement, the
term  "CAUSE"  shall  mean  (i)  an  action  or  omission of the Executive which
constitutes  a willful and material breach of, or a willful and material failure
or refusal (other than by reason of his disability or incapacity) to perform his
duties  under, this Agreement which is not cured within fifteen (15) days (or if
the  Executive  is acting diligently to effect a cure, such longer time as shall
be  reasonably  necessary  to effect the cure) after receipt by the Executive of
written  notice  of same, (ii) fraud, embezzlement, misappropriation of funds or
material  breach  of  trust  in  connection  with  his  services  hereunder,


                                      -4-
<PAGE>
or  (iii)  a  conviction  of  any crime which involves dishonesty or a breach of
trust.  Any  termination  for  Cause  shall  be made in writing by notice to the
Executive,  which  notice  shall  set  forth  in  reasonable  detail all acts or
omissions upon which the Company is relying for such termination.  The Executive
(and  his  legal  representative)  shall  have  the  right  to address the Board
regarding the acts set forth in the notice of termination.  Upon any termination
pursuant  to  this  Section  5.1, the Company shall (i) pay to the Executive any
unpaid Base Salary through the date of termination and (ii) pay to the Executive
accrued  but  unpaid Incentive Compensation, if any, for any Bonus Period ending
on  or  before  the  date  of the termination of Executive's employment with the
Company.  Upon any termination effected and compensated pursuant to this Section
5.1,  the  Company shall have no further liability hereunder (other than for (x)
reimbursement  for  reasonable  business  expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs).

          5.2     Disability.  The  Company  shall  at all times have the right,
                  ----------
upon  written  notice  to the Executive, to terminate the Term of Employment, if
the  Executive  shall as the result of mental or physical incapacity, illness or
disability,  become  unable to perform his obligations hereunder for a period of
180  days in any 12-month period.  The determination of whether the Executive is
or  continues to be disabled shall be made in writing by a physician selected by
the  Board  and  reasonably  acceptable  to the Executive.  Upon any termination
pursuant  to  this  Section  5.2, the Company shall (i) pay to the Executive the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment, (ii) pay to the Executive accrued but unpaid Incentive Compensation,
if  any, for any Bonus Period ending on or before the date of termination of the
Executive's  employment  with  the  Company,  (iii)  pay  to  the  Executive his
Termination Year Bonus, if any, at the time provided in Section 3.2f hereof, and
(iv)  pay  to  the  Executive  any  then  unpaid  Additional Bonuses at the time
provided  in  Section  3.2(c).  Upon  any  termination  effected and compensated
pursuant  to  this  Section  5.2,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section  4.1, and (y) payment of compensation for unused vacation days that have
accumulated  during  the  calendar  year  in  which  such  termination  occurs).

          5.3     Death.  Upon  the  death  of  the Executive during the Term of
                  -----
Employment,  the  Company  shall  (i)  pay  to  the  estate  of the deceased the
Executive's  Base  Salary  for  the  remainder  of  the  then-current  Term  of
Employment,  (ii) pay to the estate of the deceased Executive accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
Executive's  date  of  death, (iii) pay to the estate of the deceased Executive,
the  Executive's Termination Year Bonus, if any, at the time provided in Section
3.2f  hereof,  and (iv) pay to the Executive's estate any then unpaid Additional
Bonuses  at  the time provided in Section 3.2(c).  Upon any termination effected
and  compensated pursuant to this Section 5.3, the Company shall have no further
liability  hereunder  (other  than for (x) reimbursement for reasonable business
expenses  incurred  prior to the date of the Executive's death, subject, however
to  the  provisions  of  Section 4.1, and (y) payment of compensation for unused
vacation  days  that  have  accumulated  during  the calendar year in which such
termination  occurs).

          5.4     Termination Without Cause. The Company shall have the right to
                  -------------------------
terminate  the  Term  of  Employment by written notice to the Executive not less
than  thirty  (30)


                                      -5-
<PAGE>
days  prior  to  the  termination  date.  Upon  any termination pursuant to this
Section  5.4  (that  is not a termination under any of Sections 5.1, 5.2, 5.3 or
5.5),  the Company shall (i) pay to the Executive on the termination date unpaid
Base  Salary,  if any, through the date of termination specified in such notice,
(ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any,
for  any  Bonus  Period  ending  on or before the date of the termination of the
Executive's  employment  with the Company, at the time provided in Section 3.2a,
(iii)  pay  to the Executive on the termination date a lump sum payment equal to
three  (3)  times  the sum of (x) his Base Salary and (y) the accrued but unpaid
Bonus  for  the  year in which such termination occurs, (iv) continue to provide
the  Executive  with  the  benefits  under  Sections  4.2  and  4.4  hereof (the
"BENEFITS")  for  a  period of three (3) years immediately following the date of
his  termination in the manner and at such times as the Benefits otherwise would
have  been  provided to the Executive; (v) pay to the Executive as a single lump
sum payment, within 30 days of the date of termination, a lump sum benefit equal
to  the  value of the portion of his benefits under any savings, pension, profit
sharing  or  deferred compensation plans that are forfeited under such plans but
that  would  not have been forfeited if the Executive's employment had contained
for  an  additional three (3) years.  In the event that the Company is unable to
provide  the  Executive  with  any  Benefits required hereunder by reason of the
termination of the Executive's employment pursuant to this Section 5.4, then the
Company shall promptly reimburse the Executive for amounts paid by the Executive
to  acquire  comparable coverage.  Upon any termination effected and compensated
pursuant  to  this  Section  5.4,  the  Company  shall have no further liability
hereunder  (other  than  for  (x) reimbursement for reasonable business expenses
incurred  prior  to the date of termination, subject, however, to the provisions
of  Section  4.1,  and (y) payment of compensation for unused vacation days that
have  accumulated  during  the  calendar year in which such termination occurs).

          5.5     Termination  by  Executive.
                  --------------------------

               a.     The  Executive  shall  at  all  times  have  the right, by
written  notice not less than thirty (30) days prior to the termination date, to
terminate  the  Term  of  Employment.

               b.     Upon  termination  of  the  Term of Employment pursuant to
this  Section  5.5  by the Executive without Good Reason (as defined below), the
Company shall (i) pay to the Executive upon the termination date any unpaid Base
Salary  through  the  effective  date of termination specified in such notice or
otherwise  mutually  agreed and (ii) pay to the Executive any accrued but unpaid
Incentive  Compensation,  if  any,  for any Bonus Period ending on or before the
termination  of Executive's employment with the Company, at the time provided in
Section  3.2.   Upon  any  termination effected and compensated pursuant to this
Section  5.5(b),  the  Company  shall have no further liability hereunder (other
than  for  (x)  reimbursement for reasonable business expenses incurred prior to
the date of termination, subject, however, to the provisions of Section 4.1, and
(y)  payment  of  compensation  for  unused  vacation days that have accumulated
during  the  calendar  year  in  which  such  termination  occurs).

               c.     Upon  termination  of  the  Term of Employment pursuant to
this  Section 5.5 by the Executive for Good Reason, the Company shall pay to the
Executive the same amounts, and shall continue or compensate for Benefits in the
same  amounts,  that  would  have been payable or provided by the Company to the
Executive under Section 5.4 of this Agreement if the Term of Employment had been
terminated  by  the  Company  without  Cause.  In  addition,  if


                                      -6-
<PAGE>
the  termination  of the Term of Employment occurs after a Change in Control (as
hereinafter  defined),  and  as a result of the Change in Control, the Executive
would  be entitled to a reduction in the option price for any options granted to
the Executive, or any cash payments from the Company, (other than those provided
under  this  Agreement) in addition to those specified in Section 5.4, under any
plan  or program maintained by the Company (the "ADDITIONAL BENEFITS"), then the
Company  shall provide the Executive with those Additional Benefits, if and only
to  the  extent that such Additional Benefits, when added to the amounts payable
and  the  Benefits  provided by the Company to the Executive hereunder, will not
constitute  excess  parachute  payments  with  the  meaning  of  Section 280G of
Internal  Revenue  Code of 1986, as amended, and the regulations thereunder (the
"CODE").  Upon any termination effected and compensated pursuant to this Section
5.5(c),  the  Company  shall have no further liability hereunder (other than for
(x) reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of  compensation  for  unused  vacation  days  that  have accumulated during the
calendar  year  in  which  such  termination  occurs.)

               d.     For  purposes  of this Agreement, "GOOD REASON" shall mean
(i)  the  assignment  to the Executive of any duties inconsistent in any respect
with  the  Executive's position (including status, offices, titles and reporting
requirements),  authority, duties or responsibilities as contemplated by Section
1.2  of  this  Agreement,  or any other action by the Company which results in a
diminution  in  such  position, authority, duties or responsibilities, excluding
for this purpose an isolated,  insubstantial and inadvertent action not taken in
bad  faith and which is remedied by the Company promptly after receipt of notice
thereof  given  by the Executive; (ii) any failure by the Company to comply with
any  of  the provisions of Article 3 of this Agreement,  other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive;  (iii)  the  Company's  requiring  the  Executive  to be based at any
office  or  location,  that  is not within 50 miles of the executive's home city
except  for  travel  reasonably  required  in the performance of the Executive's
responsibilities;  (iv)  any  purported  termination  by  the  Company  of  the
Executive's  employment other than for Cause pursuant to Section 5.1, or because
of the Executive's disability pursuant to Section 5.2 of this Agreement; (v) the
termination by the Company of Jerry H. Harrison for any reason other than Cause;
or  (vi)  the  occurrence  of a Change in Control.  For purposes of this Section
5.5(d),  the Executive acknowledges that the Company's holding company functions
are  headquartered  and  centralized  in Atlanta, Georgia.  For purposes of this
Section  5.5(d),  any  good  faith  determination  of  Good  Reason  made by the
Executive  shall  be  conclusive; provided that the Executive shall not exercise
                                  --------
his right to terminate his employment for Good Reason without first giving sixty
(60)  days  written notice to the Company of the factual basis constituting Good
Reason.  The  Company  shall  have the right to cure the problem(s) noted by the
Executive,  before  the  Executive may terminate his employment for Good Reason.

               e.     For  purposes  of  this  Agreement,  the  term  "CHANGE IN
CONTROL"  shall  mean:

                    (i)     Approval by the shareholders of the Company of (x) a
reorganization,  merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders  of the Company immediately prior to such reorganization, merger or
consolidation  or  other  transaction


                                      -7-
<PAGE>
do  not,  immediately  thereafter,  own  more  than  Fifty  Percent (50%) of the
combined voting power entitled to vote generally in the election of directors of
the  reorganized,  merged  or  consolidated  company's  then  outstanding voting
securities, in substantially the same proportions as their ownership immediately
prior to such reorganization, merger, consolidation or other transaction, or (y)
a  liquidation  or  dissolution  of  the  Company  or  (z)  the  sale  of all or
substantially  all  of  the  assets  of the Company (unless such reorganization,
merger,  consolidation  or other corporate transaction, liquidation, dissolution
or  sale  is  subsequently  abandoned);

                    (ii)     A  new Board member is elected without the approval
of  at  least  two  (2)  of the persons who, as of the Commencement Date of this
Agreement,  constitute  the  Board  (the  "INCUMBENT  BOARD");  or

                    (iii)     the  acquisition  (other than from the Company) by
any  person,  entity  or  "group",  within  the  meaning  of Section 13(d)(3) or
14(d)(2)  of  the  Securities  Exchange  Act, of beneficial ownership within the
meaning  of Rule 13-d promulgated under the Securities Exchange Act of more than
Fifty  Percent  (50%)  of  either  the  then outstanding shares of the Company's
Common  Stock  or  the  combined  voting power of the Company's then outstanding
voting  securities  entitled  to  vote  generally  in  the election of directors
(hereinafter  referred  to  as  the  ownership  of  a  "CONTROLLING  INTEREST")
excluding,  for  this  purpose,  any  acquisitions  by  (1)  the  Company or its
Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date
of  this  Agreement  owns beneficial ownership (within the meaning of Rule 13d-3
promulgated  under the Securities Exchange Act) of a Controlling Interest or (3)
any  employee  benefit  plan  of  the  Company  or  its  Subsidiaries;

                    (iv)     provided that, with respect to this Section 5.5(e),
a  Change  in  Control  shall  not  be deemed to have occurred should any of the
contingencies  referred  to  in  this  Section  involve  any of those companies,
persons  or  other  legal  entities  with  whom the Company is negotiating on or
before  the  Commencement  Date  and  which are communicated, in writing, by the
                                 ---
Company  to  the  Executive  upon  execution  of  this  Agreement.

          5.6     Certain  Additional Payments by the Company.  Anything in this
                  -------------------------------------------
Agreement  to  the contrary notwithstanding, in the event it shall be determined
that  any  payment,  distribution  or  other action by the Company to or for the
benefit  of  the  Executive  (whether  paid  or  payable  or  distributed  or
distributable  pursuant  to  the terms of this Agreement or otherwise, including
any  additional payments required under this Section 5.6) (a "PAYMENT") would be
subject to an excise tax imposed by Section 4999 of the Code, or any interest or
penalties  are  incurred  by  the  Executive with respect to any such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively  referred to as the "EXCISE TAX"), the Company shall make a payment
to  the Executive (a "GROSS-UP PAYMENT") in an amount such that after payment by
the  Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up
Payment,  the Executive retains (or has had paid to the Internal Revenue Service
on  his  behalf)  an  amount of the Gross-Up Payment equal to the sum of (x) the
Excise  Tax  imposed  upon  the  Payments  and (y) the product of any deductions
disallowed  because  of the inclusion of the Gross-Up Payment in the Executive's
adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made.  For
purposes  of determining the amount of the Gross-Up Payment, the Executive shall
be  deemed  to  (i)  pay  federal  income taxes at the highest marginal rates of
federal  income


                                      -8-
<PAGE>
taxation  for the calendar year in which the Gross-Up Payment is to be made, and
(ii) pay applicable state and local income taxes at the highest marginal rate of
taxation  for the calendar year in which the Gross-Up Payment is to be made, net
of  the  maximum  reduction in federal income taxes which could be obtained from
deduction  of  such  state  and  local  taxes.

          5.7     Resignation.   Upon  any  termination of  employment  pursuant
                  -----------
to this Article 5, the Executive shall be deemed to have resigned as an officer,
and  if  he or she was then serving as a director of the Company, as a director,
and if required by the Board, the Executive hereby agrees to immediately execute
a  resignation  letter  to  the  Board.

          5.8     Survival.  The  provisions of this Article 5 shall survive the
                  --------
termination  of  this  Agreement,  as  applicable.

     6.     Restrictive  Covenants.
            ----------------------

          6.1     Non-competition.  In  order  to  fully  protect  the Company's
                  ---------------
Proprietary  Information,  at  all  times  during  the  Restricted  Period,  the
Executive  shall  not,  directly or indirectly, perform or provide managerial or
executive  services  on  behalf  of  any  person,  entity or enterprise which is
engaged  in,  or  plans  to  engage  in,  the  provision  of telephonic customer
interaction  solutions in the United States that directly or indirectly competes
with  the  Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the
business  of  telephone  and  telecommunication  installation  and  service).
Notwithstanding  anything  to  the contrary in the forgoing or elsewhere herein,
the  "Company's Business" shall not be deemed to include the current business of
Executive's  other  company,  Synerio,  Inc.,  a  Georgia  corporation, which is
building,  operating  and  selling  hosted  call center applications. During the
Executive's  employment  with  the Company, the Executive shall not, directly or
indirectly,  have any interest in any business that provides telephonic customer
interaction  solutions  in  the  United  States  (other  than  the Company) that
competes  with  the  Company's  Business, provided that this provision shall not
apply  to  the Executive's ownership or acquisition, solely as an investment, of
securities  of any issuer that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading  on any United States national securities exchange or that are quoted on
the  National  Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in  common use, so long as the Executive does not control, acquire a controlling
interest  in  or  become  a member of a group which exercises direct or indirect
control  of,  more  than five percent (5%) of any class of capital stock of such
corporation.  For  purposes  of  this Agreement the "RESTRICTED PERIOD" shall be
the  period  during  which  the Executive is employed by the Company and, if the
Executive's  employment  with  the  Company  is either terminated by the Company
without  Cause  pursuant  to  Section  5.4,  or by the Executive for Good Reason
pursuant  to  Section  5.5c,  and  the  Company has paid to the Executive all of
amounts  then  payable  to  the  Executive  pursuant to Sections 5.4 or 5.5c, as
applicable, the one (1) year period immediately following the termination of the
Executive's  employment  with  the  Company.

          6.2     Confidential  Information.  The  Executive  recognizes  and
                  -------------------------
acknowledges  that  the  Trade  Secrets  (as  defined  below)  and  Confidential
Information  (as  defined  below),  of  the Company and all physical embodiments
thereof,  as  they  may  exist from time-to-time, collectively, the "PROPRIETARY
INFORMATION"  are  valuable,  special  and  unique  assets  of  the


                                      -9-
<PAGE>
Company's  business.  In  order  to  obtain  and/or  maintain  access  to  such
Proprietary  Information,  which  employee  acknowledges  is  essential  to  the
performance  of  his  duties  under  this  Agreement, the Executive agrees that,
except  with  respect  to  those  duties  assigned  to  him  by the Company, the
Executive shall hold in confidence all Proprietary Information and the Executive
will  not  reproduce, use, distribute, disclose, or otherwise misappropriate any
Proprietary  Information,  in whole or in part, and will take no action causing,
or  fail  to  take  any  action  necessary  to  prevent causing, any Proprietary
Information  to  lose  its  character  as  Proprietary Information, nor will the
Executive  make  use of any such Information for the Executive's own purposes or
for  the  benefit  of  any person, business or legal entity (except the Company)
under any circumstances, except that the Executive may disclose such Proprietary
Information  to  the  extent  required  by law, provided that, prior to any such
disclosure,  the  Company be provided an opportunity to contest such disclosure.

          For  purposes  of  this  Agreement,  the  term  "TRADE  SECRETS" means
information  belonging  to  or  licensed  to  the  Company,  regardless of form,
including,  but  not  limited  to, any technical or non-technical data, formula,
pattern,  compilation,  program,  device, method, technique, drawing, financial,
marketing  or  other  business  plan,  lists of actual or potential customers or
suppliers,  or  any  other  information  similar  to any of the foregoing, which
derives  economic value, actual or potential, from not being generally known to,
and  not  being  readily ascertainable by proper means by, other persons who can
derive  economic  value  from  its  disclosure  or  use.  The term "CONFIDENTIAL
INFORMATION"  means  any  information  belonging  to or licensed to the Company,
regardless  of  form, other than Trade Secrets, which is valuable to the Company
and  not  generally  known  to  competitors  of  the  Company.

          The  provisions of this Section 6.2 will apply to Trade Secrets for as
long  as such information remains a Trade Secret and to Confidential Information
during  the  Executive's employment with the Company and for a period of two (2)
years  following  the termination of the Executive's employment with the Company
for  whatever  reason.

          6.3    Non-solicitation  of  Employees  and  Customers.  At all  times
                 -----------------------------------------------
during  the  Restricted  Period, as defined in Section 6.1 hereof, the Executive
shall  not,  directly  or indirectly, for himself or for any other person, firm,
corporation,  partnership,  association  or other entity (a) solicit, recruit or
attempt to solicit or recruit any employee of the Company to leave the Company's
employment,  or  (b) solicit or attempt to solicit any of the actual or targeted
prospective  customers  or  clients  of  the Company with whom the Executive had
material contact or about whom the Executive learned Confidential Information on
behalf  of  any  person  or entity in connection with any business that competes
with  the  Company's  Business.

          6.4    Ownership  of  Developments.  All  copyrights,  patents,  trade
                 ---------------------------
secrets,  or  other  intellectual  property  rights  associated  with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients  (collectively,  the  "WORK  PRODUCT")  shall  belong exclusively to the
Company  and  shall,  to  the  extent possible, be considered a work made by the
Executive  for hire for the Company within the meaning of Title 17 of the United
States  Code.  To the extent the Work Product may not be considered work made by
the  Executive  for  hire  for  the Company, the Executive agrees to assign, and
automatically  assign  at  the time of creation of the Work Product, without any
requirement  of  further  consideration,  any  right,  title,  or  interest


                                      -10-
<PAGE>
the  Executive  may have in such Work Product.  Upon the request of the Company,
the  Executive shall take such further actions, including execution and delivery
of  instruments  of  conveyance,  as  may be appropriate to give full and proper
effect  to  such  assignment.

          6.5     Books  and Records.  All books, records, and accounts relating
                  ------------------
in  any  manner  to the customers or clients of the Company, whether prepared by
the  Executive or otherwise coming into the Executive's possession, shall be the
exclusive  property  of  the  Company  and  shall be returned immediately to the
Company  on  termination  of  the  Executive's  employment  hereunder  or on the
Company's  request  at  any  time.

          6.6     Definition of Company.  Solely for purposes of this Article 6,
                  ---------------------
the term "COMPANY" also shall include any existing or future subsidiaries of the
Company  that  are  operating  during  the time periods described herein and any
other  entities that directly or indirectly, through one or more intermediaries,
control,  are  controlled by or are under common control with the Company during
the  periods  described  herein.

          6.7     Acknowledgment  by  Executive.  The Executive acknowledges and
                  -----------------------------
confirms  that  the  restrictive  covenants  contained  in  this  Article  6 are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company.  (a)  the  restrictive  covenants  contained  in  this  Article  6  are
reasonably  necessary  to  protect  the  legitimate  business  interests  of the
Company, and (b) the restrictions contained in this Article 6 (including without
limitation  the  length  of the term of the provisions of this Article 6)are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion  of  any kind. The Executive further acknowledges and confirms that his
full,  uninhibited and faithful observance of each of the covenants contained in
this  Article  6  will not cause him any undue hardship, financial or otherwise,
and  that  enforcement of each of the covenants contained herein will not impair
his  ability  to  obtain employment commensurate with his abilities and on terms
fully  acceptable  to  him  or  otherwise  to  obtain  income  required  for the
comfortable  support  of him and his family and the satisfaction of the needs of
his  creditors.  The  Executive  acknowledges  and  confirms  that  his  special
knowledge  of  the  business  of  the Company is such as would cause the Company
serious  injury  or  loss  if  he  were to use such ability and knowledge to the
benefit  of a competitor or were to compete with the Company in violation of the
terms  of  this  Article  6.  The  Executive  further  acknowledges  that  the
restrictions  contained  in this Article 6 are intended to be, and shall be, for
the  benefit  of  and  shall  be  enforceable  by,  the Company's successors and
assigns.

          6.8     Reformation  by Court.  In the event that a court of competent
                  ---------------------
jurisdiction  shall determine that any provision of this Article 6 is invalid or
more  restrictive  than  permitted under the governing law of such jurisdiction,
then  only  as  to enforcement of this Article 6 within the jurisdiction of such
court,  such  provision  shall be interpreted and enforced as if it provided for
the  maximum  restriction  permitted  under  such  governing  law.

          6.9     Extension  of Time.  If the Executive shall be in violation of
                  ------------------
any  provision  of  this  Article 6, then each time limitation set forth in this
Article  6  shall  be  extended for a period of time equal to the period of time
during  which  such  violation  or  violations  occur.  If  the  Company  seeks
injunctive relief from such violation in any court, then the covenants set forth
in  this  Article 6 shall be extended for a period of time equal to the pendency
of  such  proceeding  including  all  appeals  by  the  Executive.


                                      -11-
<PAGE>
          6.10     Survival.  The provisions of this Article 6 shall survive the
                   --------
termination  of  this  Agreement,  as  applicable.

     7.     Support  Functions;  Profit  Participation.  During the term of this
            ------------------------------------------
Agreement,  no  material  administrative  or corporate support functions, unless
requested by the CEO or President of the Company, shall be integrated with those
of  Charys,  unless  required  by  applicable law, rule or regulation, until the
earlier of the date when (a) the Company's credit facilities with Carolina First
Bank  (or  any  refinancing  of  the  same)  has  been paid in full or (b) until
Executive  is  released  as  a  guarantor on all Company debt guaranteed by such
Executive.  Net  profits in excess of 10 % of the net sales of the Company shall
be  eligible  for distribution through a bonus compensation plan administered by
the  Managers.

     8.     Injunction.  It is recognized and hereby acknowledged by the parties
            ----------
hereto  that  a  breach  by  the  Executive of any of the covenants contained in
Article  6  of  this  Agreement  will  cause  irreparable harm and damage to the
Company,  the monetary amount of which may be virtually impossible to ascertain.
As  a  result, the Executive recognizes and hereby acknowledges that the Company
may  be  entitled  to  an  injunction  from  any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in  Article  6  of  this  Agreement  by  the Executive or any of his affiliates,
associates,  partners  or  agents,  either directly or indirectly, and that such
right  to  injunction  shall  be  cumulative  and  in addition to whatever other
remedies  the  Company  may  possess.

     9.     Attorney's  Fees.  Nothing  contained  herein  shall be construed to
            ----------------
prevent  the Company or the Executive from seeking and recovering from the other
damages  sustained by either or both of them as a result of its or his breach of
any term or provision of this Agreement.   In the event that either party hereto
brings  suit for the collection of any damages resulting from, or the injunction
of  any  action constituting, a breach of any of the terms or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     10.     Assignment.  Neither  party  shall  have  the  right  to  assign or
             ----------
delegate  his  rights  or  obligations hereunder, or any portion thereof, to any
other  person.

     11.     Governing  Law  and Venue.  This Agreement shall be governed by and
             -------------------------
construed  and  enforced  in  accordance  with the internal laws of the State of
Georgia.  The  venue for any action to enforce this Agreement shall be the state
or  federal  courts  located  within  Fulton  County,  Georgia.

     12.     Entire  Agreement.  This Agreement constitutes the entire agreement
             -----------------
between  the  parties hereto with respect to the subject matter hereof and, upon
its  effectiveness,  shall  supersede  all  prior agreements, understandings and
arrangements,  both  oral and written, between the Executive and the Company (or
any  of its affiliates) with respect to such subject matter.  This Agreement may
not  be  modified  in  any way unless by a written instrument signed by both the
Company  and  the  Executive.

     13.     Notices:  All  notices  required or permitted to be given hereunder
             -------
shall  be  in  writing  and  shall  be  personally delivered by courier, sent by
registered  or  certified  mail,  return


                                      -12-
<PAGE>
receipt  requested  or sent by confirmed facsimile transmission addressed as set
forth  herein.  Notices  personally  delivered,  sent  by  facsimile  or sent by
overnight  courier  shall  be  deemed  given on the date of delivery and notices
mailed  in  accordance with the foregoing shall be deemed given upon the earlier
of  receipt  by  the  addressee,  as evidenced by the return receipt thereof, or
three  (3)  days after deposit in the U.S. mail.  Notice shall be sent (i) if to
the  Company,  addressed  to  the address of the Company in the preamble to this
Agreement,  Attention:  Chairman  of the Board, and (ii) if to the Executive, to
his address as reflected on the payroll records of the Company, or to such other
in  accordance  with  this  provision.

     14.     Benefits;  Binding Effect.  This Agreement shall be for the benefit
             -------------------------
of  and  binding  upon  the  parties hereto and their respective heirs, personal
representatives,  legal  representatives,  successors  and,  where permitted and
applicable,  assigns,  including,  without  limitation,  any  successor  to  the
Company,  whether  by  merger,  consolidation,  sale of stock, sale of assets or
otherwise.

     15.     Severability.  The  invalidity  of  any  one  or more of the words,
             ------------
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall not affect the enforceability of the remaining portions of this
Agreement  or any part thereof, all of which are inserted conditionally on their
being  valid  in  law,  and,  in  the  event  that any one or more of the words,
phrases,  sentences, clauses, provisions, sections or articles contained in this
Agreement  shall  be  declared  invalid, this Agreement shall be construed as if
such  invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses,  provisions  or provisions,  section or sections or article or articles
had  not  been inserted.  If such invalidity is caused by length of time or size
of  area,  or  both,  the  otherwise  invalid provision will be considered to be
reduced  to  a  period  or  area  which  would  cure  such  invalidity.

     16.     Waivers.  The  waiver  by  either  party  hereto  of  a  breach  or
             -------
violation  of  any  term or provision of this Agreement shall not operate nor be
construed  as  a  waiver  of  any  subsequent  breach  or  violation.

     17.     Damages.  Nothing  contained  herein  shall be construed to prevent
             -------
the  Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or  provision  of  this Agreement.  In the event that either party hereto brings
suit  for the collection of any damages resulting from, or the injunction of any
action  constituting,  a  breach  of  any  of  the  terms  or provisions of this
Agreement,  then  the  party found to be at fault shall pay all reasonable court
costs  and  attorneys'  fees  of  the  other.

     18.     Section  Headings.  The  article,  section  and  paragraph headings
             -----------------
contained in this Agreement are for reference purposes only and shall not affect
in  any  way  the  meaning  or  interpretation  of  this  Agreement.

     19.     No  Third  Party Beneficiary.  Nothing expressed or implied in this
             ----------------------------
Agreement  is intended, or shall be construed, to confer upon or give any person
other  than the Company, the parties hereto and their respective heirs, personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights  or  remedies  under  or  by  reason  of  this  Agreement.


                                      -13-
<PAGE>
     20.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             -------------
counterparts,  each  of which shall be deemed to be an original but all of which
together  shall  constitute  one  and  the  same  instrument  and  agreement.

     21.     Indemnification.
             ---------------

               a.     Subject  to  limitations imposed by law, the Company shall
indemnify and hold harmless the Executive to the fullest extent permitted by law
from  and  against  any  and all claims, damages, expenses (including attorneys'
fees),  judgments,  penalties,  fines,  settlements,  and  all other liabilities
incurred  or  paid  by  him  in  connection  with  the  investigation,  defense,
prosecution,  settlement  or  appeal  of  any  threatened,  pending or completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  and  to which the Executive was or is a party or is threatened to
be  made  a party by reason of the fact that the Executive is or was an officer,
employee  or  agent of the Company, or by reason of anything done or not done by
the  Executive  in  any such capacity or capacities, provided that the Executive
acted  in  good faith, in a manner that was not grossly negligent or constituted
willful  misconduct  and  in  a  manner  he  reasonably believed to be in or not
opposed  to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause  to  believe his conduct was
unlawful.  The Company also shall pay any and all expenses (including attorney's
fees)  incurred  by the Executive as a result of the Executive being called as a
witness  in  connection  with any matter involving the Company and/or any of its
officers  or  directors.

               b.     The  Company  shall pay any expenses (including attorneys'
fees),  judgments, penalties, fines, settlements, and other liabilities incurred
by  the Executive in investigating, defending, settling or appealing any action,
suit  or  proceeding  described  in  this  Section  20  in  advance of the final
disposition  of such action, suit or proceeding.  The Company shall promptly pay
the amount of such expenses to the Executive, but in no event later than 10 days
following  the  Executive's  delivery to the Company of a written request for an
advance  pursuant  to  this Section 20, together with a reasonable accounting of
such  expenses.

               c.     The Executive hereby undertakes and agrees to repay to the
Company  any advances made pursuant to this Section 20 if and to the extent that
it  shall  ultimately  be  found  that  the  Executive  is  not  entitled  to be
indemnified  by  the  Company  for  such  amounts.

               d.     The  Company  shall make the advances contemplated by this
Section  20  regardless  of the Executive's financial ability to make repayment,
and  regardless  whether  indemnification  of the Indemnitee by the Company will
ultimately be required.  Any advances and undertakings to repay pursuant to this
Section  20  shall  be  unsecured  and  interest-free.

               e.     The  provisions  of  this  Section  20  shall  survive the
termination  of  this  Agreement.

          [The remainder of this page has been intentionally left blank]


                                      -14-
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                   COMPANY:



                                   By:
                                      --------------------------------------
                                   Name:  Jerry J. Harrison, Jr.
                                   Title: Chief Executive Officer


                                   CHARYS HOLDING COMPANY, INC.



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



                                   EXECUTIVE:


                                   ---------------------------------------------
                                   Name: Gregory A. Buchholz


                                      -15-
<PAGE>
                                    EXHIBIT A

                                   [Attached]


                                      -16-
<PAGE>
                            INDEMNIFICATION AGREEMENT
                            -------------------------

     This  Indemnification Agreement (the "Agreement"), is made and entered into
as  of December __, 2005 (the "Effective Date"), by and among JERRY J. HARRISON,
JR.  and  GREGORY  A.  BUCHHOLZ  (each  a  "Guarantor"  and,  collectively,  the
"Guarantors")  and  CHARYS  HOLDING  COMPANY,  INC.  (the "Indemnifying Party").

     WHEREAS,  Guarantors have guaranteed certain obligations of Method IQ, Inc.
(the  "Corporation")  under  certain  Loan  Agreements, listed in Exhibit A, and
attached  thereto (the "Loan Agreements"), pursuant to those Guaranty Agreements
(the  "Guaranties"),  listed  in  EXHIBIT  B  and  attached  thereto  ;  and

     WHEREAS, Indemnifying Party has purchased all of the issued and outstanding
capital  stock  of  the  Corporation  from  Rock Creek Equity Holdings, LLC (the
"Seller"),  which  is  wholly-owned  by Guarantors, pursuant to a Stock Purchase
Agreement  between  the  Corporation,  Seller and the Indemnifying Party of even
date  herewith  (the  "Purchase  Agreement");

     WHEREAS,  as an inducement for Seller to enter into the Purchase Agreement,
Indemnifying  Party  has  agreed  to  indemnify  Guarantors  against any and all
liability  and  damages  arising  as guarantors of the Corporation's obligations
under  the  Loan  Agreements,  pursuant  to  the  terms  and  conditions of this
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  promises contained herein and
intending  to  be  legally  bound  hereby,  the parties hereto agree as follows:

     1.     AGREEMENT TO INDEMNIFY.  The Indemnifying Party shall be responsible
            ----------------------
for,  indemnifying,  defending  and  holding  harmless,  Guarantors  (and  their
respective  heirs  and  assigns)  from  and  against  all  actions,  claims,
investigations,  proceedings,  suits  and/or  threats  thereof,  brought against
Guarantors,  and  any  damages,  losses,  liabilities,  costs,  and/or  expenses
(including  attorneys'  fees  and costs) incurred by Guarantors, arising from or
related  to,  the Loan Agreements, the Guaranties and any other documents and/or
actions  related thereto at any time thereafter without regard to any statute of
limitations, if any, and including such time thereafter of the full repayment of
any obligations owed to any lender pursuant to the Loan Agreements and any other
documents  and/or  actions  related  thereto.

     2.     NOTIFICATION.  Guarantors  shall  provide  written  notice  to  the
            ------------
Indemnifying  Party  as  soon  as  reasonable  practicable detailing any action,
claim,  investigation,  proceeding,  suit and/or threat thereof, brought against
Guarantors,  and/or  any  damages,  losses,  liabilities, costs, and/or expenses
(including  attorneys'  fees  and costs) incurred by Guarantors pursuant to this
Agreement.  Failure on the part of Guarantors to notify, or the claimed untimely
notification  by Guarantors shall be no defense to the Indemnifying Party to its
obligations to fully indemnify, defend and hold harmless, Guarantors pursuant to
this  Agreement.


<PAGE>
     3.     ABILITY  TO  PARTICIPATE IN ANY DEFENSE.  If any such action, claim,
            ---------------------------------------
investigation,  proceeding  or  suit  is  brought against Guarantors, Guarantors
shall  be  entitled to participate therein, and, if it wishes, to engage counsel
satisfactory  to  Guarantors,  in  their  sole  discretion,  to  fully  protect
themselves  at  the  Indemnifying  Party's  sole  cost  and  expense.

     4.     NON-EXCLUSIVITY  AND  PRIORITY.  The  rights of Guarantors hereunder
            ------------------------------
shall  be in addition to any other rights Guarantors may have pursuant to law or
equity,  and,  in  the event of a conflict between agreements, the terms of this
Agreement  shall  have  priority  over  and  supersede any provision in the Loan
Agreements,  Guaranties  or  any  other  agreements.

     5.     SETTLEMENT  OF  CLAIMS.  The Indemnifying Party shall not settle any
            ----------------------
action,  claim,  investigation,  proceeding  or  suit  in any manner which would
impose  any penalty or limitation on Guarantor without Guarantor's prior written
consent,  which  shall  be  given  or  withheld  at Guarantor's sole discretion.

     6.     SURVIVAL.  This  Agreement  shall  survive  the  termination  of the
            --------
Guaranties  and  the  Loan  Agreements.

     7.     ASSIGNMENT.  This  Agreement  shall  not be assigned by Indemnifying
            ----------
Party  without  the prior written consent of Guarantors, which consent shall not
be  unreasonably withheld.  Any prospective assignee must agree to the terms and
conditions  of  this Agreement in writing prior to the desired assignment taking
effect.

     8.     SEVERABILITY.  The  provisions  of this Agreement shall be severable
            ------------
in the event that any of the provisions hereof (including any provision within a
single  section,  paragraph  or  sentence)  is  held  by  a  court  of competent
jurisdiction  to  be invalid, void or otherwise unenforceable, and the remaining
provisions  shall  remain  enforceable  to  the fullest extent permitted by law.
Furthermore,  to  the  fullest extent possible, the provisions of this Agreement
(including,  without  limitation,  each portion of this Agreement containing any
provision  held  to  be  invalid,  void or otherwise unenforceable, that, is not
itself  invalid,  void or unenforceable) shall be construed so as to give effect
to  the  intent  manifested  by  the  provision  held  invalid,  illegal  or
unenforceable.

     9.     GOVERNING  LAW.  This  Agreement  shall be governed by and construed
            --------------
and enforced in accordance with the laws of the State of Georgia, without giving
effect  to  the  principles  of  conflicts  of  laws.

     10.     AMENDMENT  OF THIS AGREEMENT.  No modification or amendment of this
             ----------------------------
Agreement  shall  be  binding  unless  executed in writing by all of the parties
hereto.

     11.     NO  WAIVER.  No  waiver  by  any party hereto of any breach of this
             ----------
Agreement or any of its provisions herein shall be deemed to constitute a waiver
of  any  proceeding  or  succeeding  breach  of  the same or any other provision
hereof,  and  further, any claimed waiver must be evidenced in a writing, signed
by  the  party  whom waiver is sought to be enforced.  No failure to exercise or
any  delay in exercising any right or remedy hereunder shall constitute a waiver
thereof.


                                        2
<PAGE>
     12.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     13.     NOTICES.  All  notices,  demands, and other communications required
             -------
or permitted hereunder shall be made in writing and shall be deemed to have been
duly  given  if  delivered by hand, against receipt, or mailed, postage prepaid,
certified  or  registered  mail, return receipt requested, of by facsimile (with
proof  of  delivery)  as  follows:

     If to Guarantors:     Jerry J. Harrison, Jr.
                           4687 Jefferson Township Lane
                           Marietta, Ga., 30066
                     and
                           Gregory A. Buchholz
                           1370 Portmarnock Dr.
                           Alpharetta, Ga  30005

     If to Indemnifying
     Party:                Charys Holding Company, Inc.
                           1117 Perimeter Center West, Suite N415
                           Atlanta, Georgia 30338
                           Attn:   President

     Notice of change of address shall be effective only when done in accordance
with  this  Section  12.  All  notices  complying  with this Section 12 shall be
deemed  to  have  been received on the date of delivery or on the third business
day  after  mailing.

     14.     AMENDMENT.  This  Agreement may not be changed or amended except in
             ---------
writing  signed  by  the  parties.


                         [Signatures on following page]


                                        3
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day first set forth above.


                                        -------------------------------------
                                        JERRY J. HARRISON, JR.


                                        -------------------------------------
                                        GREGORY A. BUCHHOLZ


                                        CHARYS HOLDING COMPANY, INC.


                                        By:
                                           -----------------------------------
                                           Name:
                                                ------------------------------
                                           Its:
                                               -------------------------------


<PAGE>
                              OFFICER'S CERTIFICATE
                              ---------------------
                         OF CHARYS HOLDING COMPANY, INC.
                         -------------------------------


     Reference  is  made  to  Section  10.1 of the Stock Purchase Agreement (the
"Purchase  Agreement"), dated as of the ____ day of December, 2005, by and among
Rock  Creek  Equity  Holdings,  LLC, J. Alan Shaw (collectively, the "Sellers"),
Method  IQ,  Inc.,  a  Georgia  corporation  (the "Corporation"), Charys Holding
Company,  Inc.,  a  Delaware corporation (the "Purchaser") and Billy V. Ray, Jr.
Capitalized  terms  used herein, but not defined herein, shall have the meanings
ascribed  to  such  terms  in  the  Purchase  Agreement.

     The  undersigned  officer  of Purchaser hereby certifies to the Sellers and
the  Corporation  that:

     (i)     Each  of  the  representations  and  warranties  of  the  Purchaser
contained  in the Purchase Agreement is accurate in all material respects on and
as of the date hereof with the same force and effect as though made on and as of
the  date  hereof;  and

     (ii)     The  Purchaser has performed and complied in all material respects
with  its  covenants  and  agreements  set forth in the Purchase Agreement to be
performed  or  complied  with  by  it  on  or  before  the  Closing  Date.

Certified as of the ___day of December, 2005.

                                             PURCHASER:

                                             CHARYS HOLDING COMPANY, INC.

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


<PAGE>
                                   CERTIFICATE
                                   -----------
                              OF BILLY V. RAY, JR.
                              --------------------


     Reference  is  made  to  Section  10.1 of the Stock Purchase Agreement (the
"Purchase  Agreement"), dated as of the ____ day of December, 2005, by and among
Rock  Creek  Equity  Holdings,  LLC, J. Alan Shaw (collectively, the "Sellers"),
Method  IQ,  Inc.,  a  Georgia  corporation  (the "Corporation"), Charys Holding
Company,  Inc.,  a  Delaware corporation (the "Purchaser") and Billy V. Ray, Jr.
Capitalized  terms  used herein, but not defined herein, shall have the meanings
ascribed  to  such  terms  in  the  Purchase  Agreement.

     The  undersigned  hereby certifies to the Sellers and the Corporation that:

     (i)     Each  of  the  representations  and  warranties  of the undersigned
contained  in the Purchase Agreement is accurate in all material respects on and
as of the date hereof with the same force and effect as though made on and as of
the  date  hereof;  and

     (ii)     The  undersigned  has  performed  and  complied  in  all  material
respects  with  his covenants and agreements set forth in the Purchase Agreement
to  be  performed  or  complied  with  by  him  on  or  before the Closing Date.

Certified as of the ___day of December, 2005.


                                             ------------------------------
                                             Billy V. Ray, Jr.


<PAGE>
                             SECRETARY'S CERTIFICATE
                             -----------------------
                                       OF
                                       --
                          CHARYS HOLDING COMPANY, INC.
                          ----------------------------


     The  undersigned  hereby  certifies to Rock Creek Equity Holdings, Inc., J.
Alan  Shaw  (collectively,  the  "Sellers")  and  Method  IQ,  Inc.  as follows:

     (1)     That  I  am  the  duly  elected,  qualified and acting Secretary of
Charys Holding Company, Inc., a corporation duly organized, existing and in good
standing  under the laws of the State of Delaware (the "Corporation"), and that,
as  such,  I  have  custody  and  control  of  the  records  of the Corporation.

     (2)     Attached  hereto  as EXHIBIT A is a true, correct and complete copy
                                  ---------
of  the  Certificate  of  Incorporation  of  the  Corporation.

     (3)     Attached  hereto  as EXHIBIT B is a true, correct and complete copy
                                  ---------
of  the  Bylaws  of  the  Corporation.

     (4)     Attached  hereto  as EXHIBIT C is a true, correct and complete copy
                                  ---------
of  resolutions  duly  adopted  by  the  Board  of  Directors of the Corporation
pursuant  to applicable laws authorizing the execution, delivery and performance
by  the  Corporation  of  the  Transaction  Documents  (as defined below).  Such
resolutions  have  not  been  amended,  modified  or rescinded since the date of
adoption  thereof  and  are  in  full  force  and  effect  on  the  date hereof.

     (5)    Attached hereto as EXHIBIT D is a true, correct and complete copy of
                               ---------
the  Corporation's  Certificate  of  Existence from the State of Delaware, as in
effect  on  the  date  hereof.

     (6)    Attached hereto as EXHIBIT E is a true, correct and complete copy of
                               ---------
the  Corporation's  Certificate  of  Foreign  Qualification  from  the  State of
Georgia,  as  in  effect  on  the  date  hereof.

     (7)     That  set  forth below are the names and signatures of the officers
of  the  Corporation, who are authorized to execute on behalf of the Corporation
that  certain  Stock  Purchase Agreement dated December ____, 2005, by and among
the  Corporation,  Method IQ, Inc., Sellers and Billy V. Ray, Jr. (the "Purchase
Agreement"), and the other documents, instruments and certifications required by
or  contemplated  in  the  Purchase  Agreement  (collectively  with the Purchase
Agreement,  the  "Transaction  Documents").


<PAGE>
     Name                        Position                     Signature
     ----                        --------                     ---------

Billy V. Ray, Jr.              Chairman and
                          Chief Executive Officer       ----------------------

Raymond J. Smith            Vice President and
                          Chief Financial Officer       ----------------------


     IN  WITNESS  WHEREOF,  I  have  hereunto  set my hand, this ________ day of
December,  2005.



                                   ------------------------------------------
                                   Raymond J. Smith, Secretary


     I,  Billy  V.  Ray,  Jr.  hereby  certify that (a) I am the Chief Executive
Officer  of the Corporation, (b) Raymond J. Smith is the duly elected, qualified
and  acting  Secretary  of the Corporation, (c) the signature set forth above is
his  genuine  signature,  and  (d)  he is authorized to execute this Secretary's
Certificate  for  and  on  behalf  of  the  Corporation.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set my hand, this ________ day of
December,  2005.



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


<PAGE>
                                    EXHIBIT A

                          CERTIFICATE OF INCORPORATION
                                       OF
                          CHARYS HOLDING COMPANY, INC.

     Pursuant  to  the  Delaware  General  Corporation  Law  (the  "DGCL"),  the
undersigned, being of the age of 18 years or more and acting as the incorporator
of  CHARYS HOLDING COMPANY, INC. (the "Company"), under the laws of the State of
Delaware,  hereby  adopts  this  Certificate  of  Incorporation:

                                    ARTICLE I
                                      Name

     The name of the Company is Charys Holding Company, Inc.

                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT

     The  address of its registered office in the State of Delaware is 615 South
Dupont  Highway, Dover, Kent County, Delaware, 19901. The name of its registered
agent  at  such  address  is  Capitol  Services,  Inc.

                                   ARTICLE III
                                    BUSINESS

     The purpose of the Company shall be to engage in any lawful act or activity
for  which  corporations  may  be  organized  and  incorporated  under the DGCL.

                                   ARTICLE IV
                                  CAPITAL STOCK

     1.     Authorized  Stock.  The  total  number  of shares of stock which the
            -----------------
Company  shall have authority to issue is 350,000,000, consisting of 300,000,000
shares  of  common  stock,  par value $0.001 per share (the "Common Stock"), and
50,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred
Stock").

     2.     Preferred Stock. The Preferred Stock may be issued from time to time
            ---------------
in  one  or  more  series.  The Company's  board  of  directors  (the  "Board of
Directors")  is  hereby  authorized  to  create  and provide for the issuance of
shares of Preferred Stock in series and, by filing a certificate pursuant to the
applicable section of the DGCL (the "Preferred Stock Designation"), to establish
from  time  to time the number of shares to be included in each such series, and
to  fix  the  designations, powers, preferences and rights of the shares of each
such  series  and  the  qualifications, limitations or restrictions thereof. The
authority  of  the Board of Directors with respect to each series shall include,
but  not  be  limited  to,  determination  of  the  following:

          (a)     The designation of the series, which may be by distinguishing
number, letter or title.

          (b)     The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Preferred Stock
Designation)  increase  or  decrease (but not below the number of shares thereof
then  outstanding).

          (c)     Whether dividends, if any, shall be cumulative or
noncumulative  and  the  dividend  rate  of  the  series.

          (d)     The dates at which dividends, if any, shall be payable.

          (e)     The redemption rights and price or prices, if any, for shares
of  the  series.


                                        1
<PAGE>
          (f)     The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.

          (g)     The amounts payable on, and the preferences, if any, of shares
of  the  series  in  the  event  of  any  voluntary  or involuntary liquidation,
dissolution  or  winding  up  of  the  affairs  of  the  Company.

          (h)     Whether  the  shares  of  the series shall be convertible into
shares  of  any  other class or series, or any other security, of the Company or
any  other  corporation,  and,  if  so, the specification of such other class or
series  of such other security, the conversion price or prices or rate or rates,
any  adjustments  thereof,  the  date  or  dates  at  which such shares shall be
convertible and all other terms and conditions upon which such conversion may be
made.

          (i)     Restrictions on the issuance of shares of the same series or
of any other class or series.

          (j)     The voting rights, if any, of the holders of shares of the
series.

          (k)     Such  other  powers,  preferences and relative, participating,
optional  and  other  special  rights,  and  the qualifications, limitations and
restrictions  thereof  as  the  Board  of  Directors  shall  determine.

     3.     Common Stock. The Common Stock shall be subject to the express terms
            ------------
of  the  Preferred  Stock and any series thereof. Each share of the Common Stock
shall be equal to each other share of Common Stock. The holders of shares of the
Common  Stock  shall  be  entitled  to  one  vote  for  each such share upon all
questions  presented  to  the  stockholders.

     4.     Voting  Rights.  Except  as  may  be provided in this Certificate of
            --------------
Incorporation  or  in  a  Preferred  Stock Designation, or as may be required by
applicable  law, the Common Stock shall have the exclusive right to vote for the
election  of  directors  and  for  all  other purposes, and holders of shares of
Preferred  Stock  shall  not  be  entitled  to  receive notice of any meeting of
stockholders  at  which  they  are  not  entitled  to vote. At each election for
directors  every  stockholder  entitled  to vote at such election shall have the
right  to  vote, in person or by proxy, the number of shares owned by him for as
many  persons as there are directors to be elected and for whose election he has
a  right to vote. It is expressly prohibited for any stockholder to cumulate his
votes  in  any  election  of  directors.

     5.     Denial  of  Preemptive  Rights.  No stockholder of the Company shall
            ------------------------------
by reason of his holding shares of any class have any preemptive or preferential
right  to purchase or subscribe to any shares of any class of the Company now or
hereafter  to be authorized or any notes, debentures, bonds, or other securities
convertible  into  or  carrying  options  or  warrants to purchase shares of any
class,  now  or  hereafter  to be authorized, whether or not the issuance of any
such  shares,  or  such  notes,  debentures,  bonds  or  other  securities would
adversely  affect dividend or voting rights of such stockholder, other than such
rights,  if  any,  as  the Board of Directors in its discretion may fix; and the
Board  of  Directors may issue shares of any class of the Company, or any notes,
debentures,  bonds,  or other securities convertible into or carrying options or
warrants  to  purchase  shares of any class, without offering any such shares of
any  class,  either  in  whole  or  in part, to the existing stockholders of any
class.

                                    ARTICLE V
                                  INCORPORATOR

     The name and mailing address of the incorporator is as follows:

                       NAME                         ADDRESS
                Norman T. Reynolds       815 Walker Street, Suite 1250
                                              Houston, Texas 77002


                                        2
<PAGE>
                                   ARTICLE VI
                              ELECTION OF DIRECTORS

     1.     Number.  The  number  of directors constituting the initial Board of
            ------
Directors  of  the  Company is three. The names and addresses of the persons who
are  to  serve  as  the  initial directors until the first annual meeting of the
stockholders,  or  until  their  successors have been elected and qualified are:

                        Name                           Address
                        ----                           -------
                  Billy V. Ray, Jr.              6345 Glen Oaks Lane,
                                                Atlanta Georgia 30328

                Richard Mangiarelli     2820 La Mirada Drive, Suite H, Vista,
                                                  California 92083

                   John Jordan          2820 La Mirada Drive, Suite H, Vista,
                                                  California 92083

     The  business and affairs of the Company shall be conducted and managed by,
or under the direction of, the Board of Directors. The total number of directors
constituting  the  entire  Board  of Directors shall be fixed and may be altered
from  time  to  time  by  or  pursuant  to  a  resolution passed by the Board of
Directors.

     2.     Classes  of  Directors. The Board of Directors shall be divided into
            ----------------------
three  classes,  Class  A,  Class B and Class C. Such classes shall be as nearly
equal  in  number of directors as possible. Each director shall serve for a term
expiring  at the third annual meeting following the annual meeting at which such
director  was  elected;  provided,  however, that the directors first elected to
Class A shall serve for an initial term expiring at the annual meeting following
the  end of the Company's 2004 fiscal year, the directors first elected to Class
B  shall  serve  for  an initial term expiring at the second annual meeting next
following  the  end  of  the Company's 2004 fiscal year, and the directors first
elected  to Class C shall serve for an initial term expiring at the third annual
meeting  next  following  the  end  of  the  Company's  2004  fiscal  year.
Notwithstanding  anything herein contained to the contrary, the persons named in
subparagraph  1  of this Article VI shall be Class C directors. Moreover, except
as  otherwise  provided  in  this  Certificate of Incorporation or any Preferred
Stock  Designation,  directors  who  are  elected  at  an  annual  meeting  of
stockholders,  and  directors elected in the interim to fill vacancies and newly
created  directorships,  shall  hold  office  for the term for which elected and
until  their  successors are elected and qualified or until their earlier death,
resignation or removal. Whenever the holders of any class or classes of stock or
any  series thereof shall be entitled to elect one or more directors pursuant to
any  Preferred  Stock  Designation,  and  except as otherwise provided herein or
therein,  vacancies  and newly created directorships of such class or classes or
series  thereof  may  be  filled  by a majority of the directors elected by such
class  or classes or series thereof then in office, by a sole remaining director
so  elected  or  by  the  unanimous written consent or the affirmative vote of a
majority  of  the outstanding shares of such class or classes or series entitled
to  elect  such  director  or  directors.

     3.     Vacancies.  Except  as  otherwise provided for herein, newly created
            ---------
directorships resulting from any increase in the authorized number of directors,
and  any  vacancies on the Board of Directors resulting from death, resignation,
disqualification,  removal or other cause, may be filled only by the affirmative
vote  of  a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors. Any director elected in accordance with
the  preceding  sentence shall hold office for the remainder of the full term of
the  newly  created  directorship  or  for the directorship in which the vacancy
occurred,  and  until such director's successor shall have been duly elected and
qualified,  subject  to  his  earlier  death,  disqualification,  resignation or
removal.  Subject  to  the  provisions  of this Certificate of Incorporation, no
decrease  in  the  number of directors constituting the Board of Directors shall
shorten  the  term  of  any  incumbent  director.

     4.     Removal  of  Directors.  Except  as  otherwise  provided  in  any
            ----------------------
Preferred Stock Designation, any director may be removed from office only by the
affirmative  vote  of  the  holders  of two-thirds (2/3) or more of the combined
voting  power  of  the  then  outstanding shares of capital stock of the Company
entitled  to  vote  at a meeting of stockholders called for that purpose, voting
together  as  a  single  class.


                                        3
<PAGE>
                                   ARTICLE VII
                        POWERS OF THE BOARD OF DIRECTORS

     In  furtherance  and  not in limitation of the powers conferred by statute,
the  Board  of  Directors  is  expressly  authorized:

          (a)     To authorize and cause to be executed mortgages and liens upon
the  real  and  personal  property  of  the  Company.

          (b)     To  set apart out of any of the funds of the Company available
for  dividends  a  reserve or reserves for any proper purpose and to abolish any
such  reserve  in  the  manner  in  which  it  was  created.

          (c)     The  Board  of  Directors  may,  by  resolution  adopted  by a
majority  of  the whole Board, designate an Executive Committee, and one or more
additional  committees,  to  exercise,  subject to applicable provisions of law,
such  powers  of  the  Board  of Directors in the management of the business and
affairs  of  the  Company as set forth in said resolution, but no such committee
shall  have  the  power  or authority in reference to the following matters: (i)
approving or adopting, or recommending to the stockholders, any action or matter
expressly  required  to  be  submitted to the stockholders for approval or, (ii)
adopting,  amending  or  repealing  any  Bylaw  of  the  Company.  The Executive
Committee  and  each such other committee shall consist of two or more directors
of  the  Company.  The Board of Directors may designate one or more directors as
alternate  members  of any committee, who may replace any absent or disqualified
member  at  any  meeting  of the committee. Any such committee may to the extent
permitted  by  law  exercise such powers and shall have such responsibilities as
shall  be  specified  in  the  designating  resolution.  In  the  absence  or
disqualification  of  any  member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or  not  constituting  a  quorum,  may unanimously appoint another member of the
Board  of  Directors  to  act  at the meeting in the place of any such absent or
disqualified  member.

          (d)     When  and as authorized by the stockholders in accordance with
law,  to  sell,  lease  or exchange all or substantially all of the property and
assets  of  the  Company,  including its good will and its corporate franchises,
upon  such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or other
securities  of, any other corporation or corporations, as its board of directors
shall  deem  expedient  and  for  the  best  interests  of  the  Company.

                                  ARTICLE VIII
                             RECEIVERS AND TRUSTEES

     Whenever  a  compromise  or arrangement is proposed between the Company and
its  creditors  or  any  class  of  them  and/or  between  the  Company  and its
stockholders  or  any  class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the Company or
of  any  creditor  or stockholder thereof, on the application of any receiver or
receivers  appointed  for the Company under the provisions of Section 291 of the
DGCL  or  on  the  application  of trustees in dissolution or of any receiver or
receivers  appointed  for the Company under the provisions of Section 279 of the
DGCL,  order  a  meeting  of  the creditors or class of creditors, and/or of the
stockholders  or class of stockholders of the Company, as the case may be, to be
summoned  in  such  manner  as  the  said court directs. If a majority in number
representing  three-fourths  in  value  of  the creditors or class of creditors,
and/or  of the stockholders or class of stockholders of the Company, as the case
may  be, agree to any compromise or arrangement and to any reorganization of the
Company  as a consequence of such compromise or arrangement, the said compromise
or  arrangement  and  said  reorganization  shall, if sanctioned by the court to
which  the  said  application  has been made, be binding on all the creditors or
class  of creditors, and/or on all the stockholders or class of stockholders, of
the  Company,  as  the  case  may  be,  and  also  on  the  Company.

                                   ARTICLE IX
                                     BYLAWS

     Bylaws  of  the Company may be adopted, amended or repealed by the Board of
Directors  or  by  the  affirmative  vote  of  the  holders of a majority of the
Company's  stock,  outstanding  and  entitled  to  vote  at  the  meeting


                                        4
<PAGE>
at  which any Bylaw is adopted, amended or repealed. Such Bylaws may contain any
provision  for  the  regulation and management of the affairs of the Company and
the  rights  or powers of its stockholders, directors, officers or employees not
inconsistent  with  statute  or  this  Certificate  of  Incorporation.

                                    ARTICLE X
                    AMENDMENT OF CERTIFICATE OF INCORPORATION

     The  Company  reserves  the  right  to  amend,  alter, change or repeal any
provision  contained  in this Certificate of Incorporation, in the manner now or
hereafter  prescribed  by  statute,  and  all rights conferred upon stockholders
herein  are  granted  subject  to  this  reservation.

                                   ARTICLE XI
                                    EXISTENCE

     The  Company  is  to  have  perpetual  existence.

                                   ARTICLE XII
                             LIMITATION OF LIABILITY

     A  director of the Company shall not be personally liable to the Company or
its  stockholders  for  monetary  damages  for breach of his fiduciary duty as a
director;  provided, however, that this Article XII shall not eliminate or limit
the  liability  of  a  director:  (a)  for  any breach of the director's duty of
loyalty  to  the  Company or stockholders, (b) for acts or omissions not in good
faith  or  which  involve  intentional misconduct or a knowing violation of law,
(iii)  under  Section 174 of the DGCL, or (d) for any transaction from which the
director  derived  an  improper  personal  benefit.

     If  the  DGCL  is  amended  after the date of filing of this Certificate of
Incorporation  to authorize corporate action further limiting or eliminating the
personal  liability  of  a  director, then the liability of the directors of the
Company  shall  be  limited or eliminated to the fullest extent permitted by the
DGCL,  as  so  amended.  Any  repeal  or  modification  of  this  Article by the
stockholders of the Company or otherwise shall not adversely affect any right or
protection  of  a director of the Company existing at the time of such repeal or
modification.

                                  ARTICLE XIII
               BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

     The  Company  shall  be  governed  by  Section  203  of the DGCL. Provided,
however,  notwithstanding  anything  herein  contained  to  the  contrary,  the
provisions  of  Section 203 of the DGCL shall not be applicable to Billy V. Ray,
Jr.
                                   ARTICLE XIV
                                 INDEMNIFICATION

     The  Company  shall  indemnify each director and officer of the Company who
may  be  indemnified, to the fullest extent permitted by Section 145 of the DGCL
("Section  145"),  as  it  may  be  amended from time to time, in each and every
situation  where  the Company is obligated to make such indemnification pursuant
to  Section  145. In addition, the Company shall indemnify each of the Company's
directors and officers in each and every situation where, under Section 145, the
Company  is  not  obligated,  but  is  permitted  or  empowered,  to  make  such
indemnification.  The  Company  may,  in  the  sole  discretion  of the Board of
Directors, indemnify any other person who may be indemnified pursuant to Section
145  to  the extent the Board of Directors deems advisable, as permitted by such
section.  The  Company shall promptly make or cause to be made any determination
which  Section  145  requires.


                                        5
<PAGE>
                                   ARTICLE XV
                      TRANSACTIONS WITH INTERESTED PARTIES

     No  contract  or  transaction  between  the  Company and one or more of its
directors  or  officers,  or  between  the  Company  and  any other corporation,
partnership,  association,  or  other  organization  in which one or more of its
directors  or officers, are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer  is  present  at  or  participates  in  the  meeting of the Board of
Directors  or  committee which authorizes the contract or transaction, or solely
because  his  or  their votes are counted for such purpose, if: (a) the material
facts  as  to his relationship or interest and as to the contract or transaction
are  disclosed  or are known to the Board of Directors or the committee, and the
Board  of  Directors  or  committee  in  good  faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors, even though the disinterested directors be less than a quorum; or (b)
the  material facts as to his relationship or interest and as to the contract or
transaction  are  disclosed  or  are  known to the stockholders entitled to vote
thereon,  and the contract or transaction is specifically approved in good faith
by  a vote of the stockholders; or (c) the contract or transaction is fair as to
the  Company as of the time it is authorized, approved or ratified, by the Board
of  Directors,  a  committee or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board
of  Directors  or  of  a committee which authorizes the contract or transaction.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th day
of April, 2004.


                                                 /s/ Norman T. Reynolds
                                                 -------------------------------
                                                 NORMAN T. REYNOLDS
                                                 INCORPORATOR


                                        6
<PAGE>
                                    EXHIBIT B

                                     BYLAWS
                                       OF
                          CHARYS HOLDING COMPANY, INC.

                                    ARTICLE I
                               OFFICES AND RECORDS

     1.1     Delaware  Office.  The registered office of Charys Holding Company,
             ----------------
Inc.  (the  "Company")  in the State of Delaware shall be located in the City of
Dover,  and  the  name  and address of its registered agent is Capitol Services,
Inc.,  615  South  Dupont  Highway,  Dover,  Delaware  19901.

     1.2     Other  Offices.  The  Company  may  have such other offices, either
             --------------
within  or  without  the  State of Delaware, as the Company's board of directors
(the "Board of Directors") may from time to time designate or as the business of
the  Company  may  from time to time require, including, without limitation, the
Company's  principal  business  office  in  Atlanta,  Georgia.

     1.3     Books  and  Records.  The  books  and records of the Company may be
             -------------------
kept  outside  the State of Delaware at such place or places as may from time to
time  be  designated  by  the  Board  of  Directors.

                                   ARTICLE II
                                  STOCKHOLDERS

     2.1     Annual  Meeting.  The annual meeting of stockholders of the Company
             ---------------
shall be held at such place, either within or without the State of Delaware, and
at  such time and date as the Board of Directors, by resolution, shall determine
for  the  purpose  of  electing  directors and for the transaction of such other
business  as  may  be  properly  brought  before  the  meeting.

     2.2     Special  Meeting.  Subject  to  the  rights  of  the holders of any
             ----------------
series  of  the  Company's  preferred  stock,  par  value  $0.001 per share (the
"Preferred  Stock"),  as  designated  in any resolutions adopted by the Board of
Directors  and  filed  with  the  State  of  Delaware  (a  "Preferred  Stock
Designation"),  special  meetings of the stockholders may be called by the Board
of  Directors  or  by one or more stockholders holding at least one-tenth of the
shares  entitled  to  vote  at  any  such  meeting.

     2.3     Place  of  Meeting.  The Board of Directors may designate the place
             ------------------
of  meeting  for  any meeting of the stockholders.  If no designation is made by
the  Board  of  Directors,  the place of meeting shall be the principal business
office  of  the  Company  in  Atlanta,  Georgia.

     2.4     Notice  of  Meeting.  Written or printed notice, stating the place,
             -------------------
day and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be prepared and delivered by the Company not less than 10 days nor
more  than 60 days before the date of the meeting, either personally or by mail,
to each stockholder of record entitled to vote at such meeting.  If mailed, such
notice  shall be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid, addressed to the stockholder at such stockholder's
address  as it appears on the stock transfer books of the Company.  Such further
notice  shall  be  given as may be required by law.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the  meeting  pursuant to the Company's notice of meeting.  Meetings may be held
without notice if all stockholders entitled to vote are present, or if notice is
waived  by  those  not present in accordance with Paragraph 7.4 of these Bylaws.
Any  previously  scheduled  meeting  of  the  stockholders  may  be postponed by
resolution  of the Board of Directors upon public notice given prior to the time
previously  scheduled  for  such  meeting  of  stockholders.

     2.5     Quorum  and Adjournment.  Except as otherwise provided by law or by
             -----------------------
the  Certificate of Incorporation, the holders of a majority of the voting power
of  the  outstanding  shares  of  the  Company entitled to vote generally in the
election  of  directors (the "Voting Stock"), represented in person or by proxy,
shall  constitute  a  quorum  at  a  meeting  of  stockholders, except that when
specified business is to be voted on by a class or series voting as a class, the
holders  of  a  majority  of  the  voting  power  of  the  shares  of


                                        1
<PAGE>
such  class  or  series  shall  constitute  a quorum for the transaction of such
business.  The  chairman  of  the  meeting or a majority of the shares of Voting
Stock  so  represented may adjourn the meeting from time to time, whether or not
there  is such a quorum (or, in the case of specified business to be voted on by
a  class  or  series,  the chairman or a majority of the shares of such class or
series  so  represented  may  adjourn the meeting with respect to such specified
business).  No  notice of the time and place of adjourned meetings need be given
except as required by law.  The stockholders present at a duly organized meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal  of  enough  stockholders  to  leave  less  than  a  quorum.

     2.6     Proxies.  At  all  meetings of stockholders, a stockholder may vote
             -------
by  proxy  executed in writing by the stockholder or as may be permitted by law,
or  by  such stockholder's duly authorized attorney-in-fact.  Such proxy must be
filed  with the Secretary of the Company or such stockholder's representative at
or  before  the  time  of  the  meeting.

     2.7     Notice  of  Stockholder  Business  and  Nominations.
             ---------------------------------------------------

          A.     Annual  Meetings  of  Stockholders.
                 ----------------------------------

               (1)     Nominations  of  persons  for  election  to  the Board of
Directors  of  the  Company and the proposal of business to be considered by the
stockholders  may  be  made at an annual meeting of stockholders (a) pursuant to
the  Company's  notice  of  meeting delivered pursuant to Paragraph 2.4 of these
Bylaws,  (b)  by  or  at  the direction of the Board of Directors, or (c) by any
stockholder  of the Company who is entitled to vote at the meeting, who complied
with  the  notice  procedures set forth in clauses (2) and (3) of this Paragraph
2.7(A)  and  these  Bylaws  and who was a stockholder of record at the time such
notice  is  delivered  to  the  Secretary  of  the  Company.

               (2)     For  nominations or other business to be properly brought
before  an  annual  meeting by a stockholder pursuant to clause (c) of Paragraph
2.7(A)(1) of these Bylaws, the stockholder must have given timely notice thereof
in  writing  to  the  Secretary  of  the  Company  and  such other business must
otherwise  be  a  proper  matter  for  stockholder  action.  To  be  timely,  a
stockholder's notice shall be delivered to the Secretary at the principal office
of  the  Company  not less than 70 days nor more than 90 days prior to the first
anniversary  of  the preceding year's annual meeting; provided, however, that in
the  event  that the date of an annual meeting is advanced by more than 30 days,
or delayed by more than 70 days, from the first anniversary date of the previous
year's  annual  meeting,  notice  by  the  stockholder  to  be timely must be so
delivered  not  earlier  than  the 90th day prior to such annual meeting and not
later  than  the  close  of  business on the later of the 70th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the  date  of  such  meeting  is  first made by the Company.  Such stockholder's
notice  shall  set  forth (a) as to each person whom the stockholder proposes to
nominate  for  election  or reelection as a director all information relating to
such  person  that  is  required to be disclosed in solicitations of proxies for
election  of  directors,  or  is  otherwise  required,  in each case pursuant to
Regulation  14A  under  the  Securities  Exchange  Act  of 1934, as amended (the
"Exchange  Act")  and  the  regulations  promulgated  thereunder, including such
person's  written consent to being named in the proxy statement as a nominee and
to  serving  as  a  director  if  elected; (b) as to any other business that the
stockholder  proposes  to  bring  before the meeting, a brief description of the
business  desired  to  be brought before the meeting, the reasons for conducting
such  business at the meeting and any material interest in such business of such
stockholder  and  the  beneficial owner, if any, on whose behalf the proposal is
made;  and (c) as to the stockholder giving the notice and the beneficial owner,
if  any,  on  whose  behalf  the nomination or proposal is made (i) the name and
address  of such stockholder, as they appear on the Company's books, and of such
beneficial  owner,  and (ii) the class and number of shares of the Company which
are  owned  beneficially  and  of record by such stockholder and such beneficial
owner.

               (3)     Notwithstanding  anything  in  the  second  sentence  of
Paragraph  2.7(A)(2)  of  these  Bylaws  to  the contrary, in the event that the
number  of  directors  to be elected to the Board of Directors of the Company is
increased  and  there is no public announcement by the Company naming all of the
nominees for director or specifying the size of the increased Board of Directors
made  by  the  Company  at  least  80 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by these Bylaws
shall  also  be considered timely, but only with respect to nominees for any new


                                        2
<PAGE>
positions created by such increase, if it shall be delivered to the Secretary at
the  principal office of the Company not later than the close of business on the
10th  day  following  the day on which such public announcement is first made by
the  Company.

          B.     Special  Meetings of Stockholders.  Only such business shall be
                 ---------------------------------
conducted at a special meeting of stockholders as shall have been brought before
the  meeting  pursuant  to the Company's notice of meeting pursuant to Paragraph
2.4  of  these  Bylaws.  Nominations  of  persons  for  election to the Board of
Directors  may  be  made at a special meeting of stockholders at which directors
are  to  be elected pursuant to the Company's notice of meeting (a) by or at the
direction  of  the  Board of Directors, or (b) by any stockholder of the Company
who  is entitled to vote at the meeting, who complies with the notice procedures
set  forth  in  these Bylaws and who is a stockholder of record at the time such
notice  is  delivered  to  the  Secretary  of  the  Company.  Nominations  by
stockholders  of  persons  for election to the Board of Directors may be made at
such  a  special meeting of stockholders if the stockholder's notice as required
by  Paragraph  2.7(A)(2)  of these Bylaws shall be delivered to the Secretary at
the  principal  executive  offices  of the Company not earlier than the 90th day
prior  to  such  special meeting and not later than the close of business on the
later  of  the  70th day prior to such special meeting or the 10th day following
the  day  on  which public announcement is first made of the date of the special
meeting  and of the nominees proposed by the Board of Directors to be elected at
such  meeting.

          C.     General.
                 -------

               (1)     Only  persons  who  are  nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been  brought  before the meeting in accordance with the procedures set forth in
these  Bylaws.  Except  as  otherwise  provided  by  law,  the  Certificate  of
Incorporation  or these Bylaws, the chairman of the meeting shall have the power
and  duty  to  determine  whether  a  nomination  or any business proposed to be
brought  before  the  meeting  was  made  or  proposed  in  accordance  with the
procedures set forth in these Bylaws and, if any proposed nomination or business
is  not in compliance with these Bylaws, to declare that such defective proposal
or  nomination  shall  be  disregarded.

               (2)     For purposes of these Bylaws, "public announcement" shall
mean  disclosure  in  a  press  release  reported by the Dow Jones News Service,
Associated  Press  or comparable national news service or in a document publicly
filed  by  the  Company  with the Securities and Exchange Commission pursuant to
Sections  13,  14  or  15(d)  of  the  Exchange  Act.

               (3)     Notwithstanding the foregoing provisions of these Bylaws,
a stockholder shall also comply with all applicable requirements of the Exchange
Act  and  the  rules  and regulations thereunder with respect to the matters set
forth  in  these  Bylaws.  Nothing in these Bylaws shall be deemed to affect any
rights  of stockholders to request inclusion of proposals in the Company's proxy
statement  pursuant  to  Rule  14a-8  under  the  Exchange  Act.

     2.8     Procedure  for Election of Directors.  Election of directors at all
             ------------------------------------
meetings  of  the  stockholders  at  which directors are to be elected may be by
written  ballot,  and,  subject  to  the  rights of the holders of any series of
Preferred  Stock  to  elect  additional  directors under specific circumstances,
directors  shall  be  elected by a plurality of the votes cast at such meetings.
Except  as  otherwise provided by law, the Certificate of Incorporation or these
Bylaws,  all  matters  other  than  the  election  of directors submitted to the
stockholders  at  any  meeting  shall be decided by a majority of the votes cast
with  respect  thereto.

     2.9     Inspectors  of  Elections;  Opening  and  Closing  the  Polls.
             -------------------------------------------------------------

          A.     The  Board of Directors by resolution shall appoint one or more
inspectors,  which inspector or inspectors may include individuals who serve the
Company  in  other  capacities,  including,  without  limitation,  as  officers,
employees,  agents  or  representatives  of  the Company, to act at a meeting of
stockholders  and  make  a  written  report thereof.  One or more persons may be
designated  as  alternate  inspectors to replace any inspector who fails to act.
If  no inspector or alternate has been appointed to act, or if all inspectors or
alternates  who  have  been  appointed  are  unable  to  act  at  a  meeting  of
stockholders,  the  chairman of the meeting shall appoint one or more inspectors
to  act  at  the  meeting.  Each  inspector,  before


                                        3
<PAGE>
discharging  his  duties,  shall take and sign an oath faithfully to execute the
duties  of  inspector  with strict impartiality and according to the best of his
ability.  The  inspectors  shall  have  the  duties  prescribed  by the Delaware
General  Corporation  Law  (the  "DGCL").

          B.     The  secretary  of  the  meeting  shall fix and announce at the
meeting  the  date and time of the opening and the closing of the polls for each
matter  upon  which  the  stockholders  will  vote  at  a  meeting.

     2.10     Stockholder  Action by Written Consent.  Any action required to be
              --------------------------------------
taken  at any annual or special meeting of stockholders, or any action which may
be  taken  at  any  such  meeting, may be taken without a meeting, without prior
notice  and  without  a vote, if a consent or consents in writing, setting forth
the  action so taken, shall be signed by the holders of outstanding stock having
not  less  than the minimum number of votes that would be necessary to authorize
or  take  such  action at a meeting at which all shares entitled to vote thereon
were  present  and  voted.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     3.1     General.  The  powers of the Company shall be exercised by or under
             -------
the  authority  of, and the business and affairs of the Company shall be managed
under the direction of, the Board of Directors.  The Board of Directors shall be
divided  into  three  classes  as  provided  in  the  Company's  Certificate  of
Incorporation.  In  addition  to  the  powers  and  authorities  by these Bylaws
expressly  conferred  upon  them,  the  Board of Directors may exercise all such
powers  of  the Company and do all such lawful acts and things as are not by law
or  by  the  Certificate  of  Incorporation  or  by  these Bylaws required to be
exercised  or  done  by  the  stockholders.

     3.2     Number,  Tenure  and  Qualifications.  Subject to the rights of the
             ------------------------------------
holders  of  any  series  of  Preferred  Stock to elect directors under specific
circumstances,  the  number of directors shall be fixed by, and may be increased
from  time  to time by, the affirmative vote of a majority of the members at any
time  constituting  the Board of Directors.  Each director shall hold office for
the  full  term for which such director is elected and until his successor shall
have  been duly elected and qualified or until his earlier death, resignation or
removal  in  accordance  with  the Certificate of Incorporation or these Bylaws.
Directors  need not be residents of the State of Delaware or stockholders of the
Company.

     3.3     Place  of Meeting; Order of Business.  Except as otherwise provided
             ------------------------------------
by  law,  meetings  of  the  Board of Directors, regular or special, may be held
either  within  or without the State of Delaware, at whatever place is specified
by  the  person  or  persons  calling  the  meeting.  In the absence of specific
designation,  the meetings shall be held at the principal office of the Company.
At  all meetings of the Board of Directors, business shall be transacted in such
order  as shall from time to time be determined by the Chairman of the Board, or
in  his  absence  by  the President, or by resolution of the Board of Directors.

     3.4     Regular  Meetings.  A regular meeting of the Board of Directors may
             -----------------
be  held  without  other  notice than these Bylaws immediately after, and at the
same place as, each annual meeting of stockholders.  The Board of Directors may,
by  resolution, provide the time and place, and charges thereof, for the holding
of  additional  regular  meetings  without  other  notice  than such resolution.

     3.5     Special Meetings.  Special meetings of the Board of Directors shall
              ---------------
be  called  at  the  request  of  the Chairman of the Board, the Chief Executive
Officer  or  a  majority  of  the  Board  of  Directors.  The  person or persons
authorized  to call special meetings of the Board of Directors may fix the place
and  time  of  the  meetings.

     3.6     Notice of Special Meetings.  Notice of any special meeting shall be
             --------------------------
given to each director at such director's business or residence in writing or by
telegram  or by telephone communication.  If mailed, such notice shall be deemed
adequately delivered when deposited in the United States mail so addressed, with
postage  thereon  prepaid,  at  least  five  days  before  such  meeting.  If by
telegram,  such notice shall be deemed adequately delivered when the telegram is
delivered to the telegraph company at least 24 hours before such meeting.  If by
facsimile  transmission,  such  notice  shall  be  transmitted at least 24 hours


                                        4
<PAGE>
before  such  meeting.  If  by  telephone, the notice shall be given at least 12
hours  prior  to  the  time  set  for  the  meeting.  Neither the business to be
transacted  at,  nor the purpose of, any regular or special meeting of the Board
of  Directors need be specified in the notice of such meeting.  A meeting may be
held at any time without notice if all the directors are present or if those not
present  waive  notice  of  the  meeting in writing, either before or after such
meeting.

     3.7     Quorum.  A  majority  of  the Board of Directors shall constitute a
             ------
quorum  for  the  transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the directors
present  may  adjourn the meeting from time to time without further notice.  The
act  of  the majority of the directors present at a meeting at which a quorum is
present  shall be the act of the Board of Directors.  The directors present at a
duly  organized  meeting  may  continue  to transact business until adjournment,
notwithstanding  the withdrawal of enough directors to leave less than a quorum.

     3.8     Vacancies.  Subject  to  the rights of the holders of any series of
             ---------
Preferred  Stock to elect additional directors under specific circumstances, and
except as provided in the Certificate of Incorporation, vacancies resulting from
death,  resignation  or  removal, and newly created directorships resulting from
any  increase  in  the  authorized  number  of directors, shall be filled by the
affirmative vote of a majority of the remaining directors then in office, though
less than a quorum of the Board of Directors, and directors so chosen shall hold
office for the remainder of the full term of the class of directors in which the
vacancy  occurred  or the new directorship was created and until such director's
successor shall have been duly elected and qualified or until his earlier death,
resignation or removal.  No decrease in the number of authorized directors shall
shorten  the  term  of  any  incumbent  director.

     3.9.     Committees  of  the  Board  of  Directors.
              -----------------------------------------

          A.     The  Board of Directors, by resolution adopted by a majority of
the  full  Board  of Directors, may designate from among its members one or more
committees (in addition to those listed below), each of which shall be comprised
of  one  or more of its members, and may designate one or more of its members as
alternate  members  of any committee, who may, subject to any limitations by the
Board  of  Directors,  replace  absent or disqualified members at any meeting of
that  committee.  Any  such committee, to the extent provided in such resolution
or  in  the  Certificate  of  Incorporation  or these Bylaws, shall have and may
exercise  all of the authority of the Board of Directors to the extent permitted
by  the  DGCL.  Any  such  committee may authorize the seal of the Company to be
affixed  to  all  papers  which  may require it.  In addition to the above, such
committee  or  committees  shall  have  such  other  powers  and  limitations of
authority  as  may  be determined from time to time by resolution adopted by the
Board  of  Directors.

          B.     The  Board  of  Directors  shall  have the power at any time to
change  the  membership  of  any  such committee and to fill vacancies in it.  A
majority  of  the  number  of  members  of any such committee shall constitute a
quorum  for the transaction of business unless a greater number is required by a
resolution  adopted  by  the Board of Directors.  The act of the majority of the
members of a committee present at any meeting at which a quorum is present shall
be  the act of such committee, unless the act of a greater number is required by
a resolution adopted by the Board of Directors.  Each such committee may elect a
chairman and appoint such subcommittees and assistants as it may deem necessary.
Except  as  otherwise  provided  by  the  Board  of  Directors,  meetings of any
committee  shall  be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7,
3.8,  3.10, 3.11 and 7.4 hereof.  In the absence or disqualification of a member
of  a  committee,  the  member  or  members  present  at  any  meeting  and  not
disqualified  from voting, whether or not constituting a quorum, may unanimously
appoint  another  member  of the Board of Directors to act at the meeting in the
place  of  the  absent or disqualified member.  Any member of any such committee
elected  or  appointed  by the Board of Directors may be removed by the Board of
Directors  whenever  in  its  judgment the best interests of the Company will be
served  thereby,  but  such  removal  shall be without prejudice to the contract
rights,  if  any, of the person so removed.  Election or appointment of a member
of  a  committee  shall  not  of  itself  create  contract  rights.

          C.     Any  action  taken  by  any committee of the Board of Directors
shall  promptly  be  recorded  in  the  minutes  and  filed  with the Secretary.


                                        5
<PAGE>
          D.     Notwithstanding  anything herein contained to the contrary, the
composition  and powers of any committee of the Board of Directors are expressly
subject  to  the requirements of any stock exchange or quotation system on which
the  capital  stock  of  the  Company  is traded or quoted, or the Exchange Act.

          E.     Executive  Committee.  The  Board  of  Directors  may create an
                 --------------------
Executive  Committee  of  the Board of Directors, which committee shall have and
may  exercise  all  the  powers  and authority of the Board of Directors between
regular  or  special meetings of the Board of Directors in the management of the
business  and  affairs  of the Company, except to the extent limited by Delaware
law.  Without  limiting the generality of the foregoing, the Executive Committee
shall  have  the  power  and  authority to (a) declare dividends on any class of
capital stock of the Company, (b) authorize the issuance of capital stock of the
Company,  (c)  adopt  plans  of  merger,  and  (d)  in reference to amending the
Certificate  of  Incorporation,  to  the  extent authorized in the resolution or
resolutions providing for the issuance of shares of capital stock adopted by the
Board of Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemptions, dissolution, any distribution of
assets  of  the  Company  or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other  class  or  classes of stock of the Company or fix the number of shares of
any  series  of stock or authorize the increase or decrease of the shares of any
series.

          F.     Audit  Committee.  The  Board  of Directors may create an Audit
                 ----------------
Committee  of  the  Board  of  Directors  whose  members shall consist solely of
directors  who  are  not  employees  or  affiliates  of  the Company and have no
relationship  with  the  Company  that  would,  in  the judgment of the Board of
Directors,  interfere with their exercise of independent judgment as a member of
such  committee.  The  Audit Committee shall have and may exercise the power and
authority  to  recommend  to  the  Board  of Directors the accounting firm to be
selected  by  the  Board of Directors or to be recommended by it for stockholder
approval,  as independent auditor of the financial statements of the Company and
its  subsidiaries, and to act on behalf of the Board of Directors in meeting and
reviewing with the independent auditors, the chief accounting officer, the chief
internal  auditor,  if  any,  and  the  appropriate  corporate officers, matters
relating  to  corporate  financial  reporting  and  accounting  procedures  and
policies, adequacy of financial, accounting and operating controls and the scope
of  the  respective audits of the independent auditors and the internal auditor,
if  any.  The  Audit Committee shall also review the results of such audits with
the  respective  auditors  and  shall report the results of those reviews to the
Board  of Directors.  The Audit Committee shall submit to the Board of Directors
any  recommendations  it  may  have  from time to time with respect to financial
reporting  and  accounting  practices and policies and financial, accounting and
operational  controls  and  safeguards.  The  Audit  Committee may submit to the
Compensation  Committee  any  recommendations  it  may  have with respect to the
compensation  of the chief accounting officer and the chief internal auditor, if
any.  The  Board  of Directors shall, by resolution adopted by a majority of the
Board  of  Directors, designate not less than two of its qualifying members from
time  to  time  to  constitute  members  of  the  Audit  Committee.

          G.     Nominating  Committee.  The  Board  of  Directors  may create a
                 ---------------------
Nominating  Committee  of the Board of Directors, which committee shall have and
may  exercise  the  power  and  authority to recommend to the Board of Directors
prior  to  each  annual  meeting  of  the  stockholders  of the Company: (a) the
appropriate  size  and  composition of the Board of Directors; and (b) nominees:
(1)  for  election to the Board of Directors for whom the Company should solicit
proxies;  (2)  to  serve  as proxies in connection with the annual stockholders'
meeting;  and (3) for election to all committees of the Board of Directors other
than  the  Nominating  Committee.  The  Board  of Directors shall, by resolution
adopted  by  a  majority of the Board, designate one or more of its members from
time  to  time  to  constitute  members  of  the  Nominating  Committee.

          H.     Compensation  Committee.  The  Board  of Directors may create a
                 -----------------------
Compensation  Committee  of  the Board of Directors, whose members shall consist
solely  of directors who are not employees or affiliates of the Company and have
no  relationship  with  the  Company that would, in the judgment of the Board of
Directors,  interfere with their exercise of independent judgment as a member of
such  committee.  The Compensation Committee shall have and may exercise all the
power  and  authority  to  (a)  establish  a general compensation policy for the
officers  and  employees  of  the  Company,  including to establish and at least
annually  review officers' salaries and levels of officers' participation in the
benefit


                                        6
<PAGE>
plans  of  the  Company,  (b)  prepare  any  reports that may be required by the
regulations  of  the Securities and Exchange Commission or otherwise relating to
officer  compensation,  (c)  approve  any  increases in directors' fees, and (d)
exercise  all  other  powers  of  the Board of Directors with respect to matters
involving the compensation of employees and the employee benefits of the Company
as  shall  be  delegated by the Board of Directors to the Compensation Committee
from  time  to  time.  Without  limiting  the  generality  of the foregoing, the
Compensation  Committee  shall  have  the  power  and authority to authorize the
issuance of capital stock of the Company pursuant to any compensation or benefit
plan  or  arrangement  adopted  or  entered  into  by the Company.  The Board of
Directors shall, by resolution adopted by a majority of the Board, designate two
or more of its qualifying members from time to time to constitute members of the
Compensation  Committee.

     3.10     Action  Without  a  Meeting.  Unless  otherwise  restricted by the
              ---------------------------
Certificate  of  Incorporation or these Bylaws, any action required or permitted
to  be  taken  at a meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if a consent in writing, setting forth the action
so  taken,  is  signed  by  all  the  members of the Board of Directors, or such
committee,  as  the  case  may  be,  and  filed  with  the  Secretary.

     3.11     Board and Committee Telephone Meetings.  Subject to the provisions
              --------------------------------------
required  or  permitted  by  the  DGCL  for notice of meetings, unless otherwise
restricted  by  the Certificate of Incorporation or these Bylaws, members of the
Board  of  Directors,  or  members  of  any committee designated by the Board of
Directors,  may  participate  in  and  hold  a  meeting  by  means of conference
telephone  or  similar  communications  equipment  by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant  to  this  Paragraph  3.11  shall constitute presence in person at such
meeting,  except  where  a  person  participates  in the meeting for the express
purpose  of  objecting to the transaction of any business on the ground that the
meeting  is  not  lawfully  called  or  convened.

     3.12     Removal.  Subject  to  the  rights of the holders of any series of
              -------
Preferred  Stock to elect additional directors under specific circumstances, any
director,  or  the  entire Board of Directors, may be removed from office at any
time,  with  or  without  cause, by the holders of a majority of the shares then
entitled  to  vote  at  an  election  of  directors.

                                   ARTICLE IV
                                    OFFICERS

     4.1     Designation.  The  officers  of  the  Company  shall  consist  of a
             -----------
Chairman  of  the  Board,  Chief  Executive  Officer, President, Chief Operating
Officer,  Secretary,  Chief  Financial  Officer,  Treasurer, Controller and such
Executive,  Senior  or  other  Vice Presidents, Assistant Secretaries, Assistant
Treasurers,  Assistant  Controllers  and  other  officers  as  may be elected or
appointed  by  the  Board of Directors from time to time.  Any number of offices
may be held by the same person.  The Chairman of the Board may also serve as the
Chief  Executive  Officer.  The  Chairman  of the Board shall be chosen from the
directors.  All  officers  chosen by the Board of Directors shall each have such
powers  and  duties as generally pertain to their respective stockholders and of
the  Board  of  Directors.

     4.2     Election  and  Term of Office.  The elected officers of the Company
             -----------------------------
shall  be  elected  annually by the Board of Directors at the regular meeting of
the  Board  of  Directors  held  at  the  time  of  each  annual  meeting of the
stockholders.  If  the  election  of officers shall not be held at such meeting,
such  election  shall  be  held  as  soon  thereafter as convenient.  Subject to
Paragraph  4.9  of  these  Bylaws,  each  officer  shall  hold office until such
officer's  successor  shall  have  been duly elected and shall have qualified or
until  such  officer's  death  or  until  such  officer  shall  resign.

     4.3     Chairman  of the Board.  The Chairman of the Board shall preside at
             ----------------------
all  meetings  of  the stockholders and of the Board of Directors.  The Chairman
shall  make  reports  to  the  Board of Directors and the stockholders and shall
perform  all  such  other duties as are properly required of him by the Board of
Directors.


                                        7
<PAGE>
     4.4     Chief  Executive  Officer.  The  Chief  Executive  Officer shall be
             -------------------------
responsible  for  the general management of the affairs of the Company and shall
perform  all duties incidental to the Chief Executive Officer's office which may
be  required by law and all such other duties as are properly required of him by
the  Board  of Directors.  The Chief Executive Officer shall see that all orders
and  resolutions  of  the  Board  of  Directors and of any committee thereof are
carried  into  effect.

     4.5     President.  The  President  (if  one  shall have been chosen by the
             ---------
Board  of  Directors) shall act in a general executive capacity and shall assist
the  Chairman  of the Board in the administration and operation of the Company's
business  and  general  supervision  of its policies and affairs.  The President
shall,  in  the absence of or because of the inability to act of the Chairman of
the  Board,  perform  all duties of the Chairman of the Board and preside at all
meetings of stockholders and of the Board of Directors.  The President may sign,
alone  or  with  the  Secretary,  or an Assistant Secretary, or any other proper
officer  of  the  Company  authorized  by  the Board of Directors, certificates,
contracts,  and  other  instruments of the Company as authorized by the Board of
Directors.

     4.6     Vice  Presidents.  Each  Vice  President shall have such powers and
             ----------------
perform  such duties as from time to time may be assigned to him by the Board of
Directors  or  be delegated to him by the President.  The Board of Directors may
assign to any Vice President general supervision and charge over any territorial
or  functional  division  of  the  business  and  affairs  of  the  Company.

     4.6.     Chief Financial Officer.  The Chief Financial Officer shall be the
              -----------------------
chief  accounting  officer  of  the  Company  and  shall have general charge and
supervision  of  the  day to day financial operations of the Company (subject to
the  direction  of  the Board of Directors), and, in general, shall perform such
other  duties  as  are  incident to the office of a chief financial officer of a
corporation,  including  those duties customarily performed by persons occupying
such  office,  and shall perform such other duties as, from time to time, may be
assigned  to  him  by  the  Board  of  Directors  or  the  Audit  Committee.

     4.7     Secretary.  The  Secretary shall give, or cause to be given, notice
             ---------
of  all meetings of stockholders and directors and all other notices required by
law  or  by  these  Bylaws, and in case of the Secretary's absence or refusal or
neglect  so to do, any such notice may be given by any person thereunto directed
by  the  Chairman  of the Board, the Chief Executive Officer, or by the Board of
Directors, upon whose request the meeting is called as provided in these Bylaws.
The  Secretary  shall record all the proceedings of the meetings of the Board of
Directors,  any committees thereof and the stockholders of the Company in a book
to  be  kept  for  that  purpose,  and shall perform such other duties as may be
assigned  to  him  by  the  Board of Directors, the Chairman of the Board or the
Chief  Executive  Officer.  The  Secretary shall have the custody of the seal of
the  Company  and  shall  affix  the  same to all instruments requiring it, when
authorized  by  the  Board  of Directors, the Chairman of the Board or the Chief
Executive  Officer,  and  attest  to  the  same.

     4.8     Treasurer.  The  Treasurer  shall have the custody of the Company's
             ---------
funds  and  securities  and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Company and shall deposit all moneys and
other  valuable  effects  in  the  name and to the credit of the Company in such
depositories as may be designated by the Chief Financial Officer or the Board of
Directors.  The  Treasurer  shall  disburse  the  funds of the Company as may be
ordered  by the Chief Financial Officer or the Board of Directors, taking proper
vouchers  for  such disbursements, and shall render to the Chairman of the Board
and  the  Board  of  Directors,  at  its  regular  meeting, or when the Board of
Directors  so  requires,  an account of all his transactions as Treasurer and of
the  liquidity  of  the  Company.  If  required  by  the Board of Directors, the
Treasurer  shall  give  the  Company  a bond in such sum and with such surety or
sureties  as  shall  be  satisfactory to the Board of Directors for the faithful
performance  of the duties of his office and for the restoration to the Company,
in  case  of  his  death, resignation, retirement or removal from office, of all
books  papers,  vouchers,  money  and  other  property  of  whatever kind in his
possession  or  under  his  control  belonging  to  the  Company.

     4.9.     Controller.  The  Controller,  if  there  is  one,  shall maintain
              ----------
records of all assets, liabilities, and transactions of the Company and shall be
responsible  for the design, installation and maintenance of accounting and cost
control  systems  and  procedures  for  the Company and shall perform such other
duties


                                        8
<PAGE>
and  have  such  other powers as from time to time may be assigned to him by the
Chief  Financial  Officer,  Board  of  Directors  or  the  Audit  Committee.

     4.10.     Assistant  Secretaries.  Except  as  may be otherwise provided in
               ----------------------
these  Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the  President, any Vice President, or the Secretary, and in the
absence  of  the  Secretary or in the event of his disability or refusal to act,
shall  perform  the  duties of the Secretary, and when so acting, shall have all
the  powers  of  and  be  subject  to  all  the restrictions upon the Secretary.

     4.11.     Assistant  Treasurers.  Assistant  Treasurers,  if  there be any,
               ---------------------
shall  perform  such  duties  and  have  such powers as from time to time may be
assigned  to them by the Board of Directors, the President or the Treasurer, and
in  the absence of the Treasurer or in the event of his disability or refusal to
act,  shall  perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer.  If
required  by  the  Board  of  Directors,  an  Assistant Treasurer shall give the
Company  a  bond  in  such  sum  and  with  such  surety or sureties as shall be
satisfactory  to  the  Board  of  Directors  for the faithful performance of the
duties  of  his  office  and  for the restoration to the Company, in case of his
death,  resignation,  retirement  or  removal from office, of all books, papers,
vouchers,  money  and other property of whatever kind in his possession or under
his  control  belonging  to  the  Company.

     4.12.     Assistant  Controllers.  Except  as  may be otherwise provided in
               ----------------------
these  Bylaws, Assistant Controllers, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the President, any Vice President, or the Controller, and in the
absence  of  the Controller or in the event of his disability or refusal to act,
shall  perform  the duties of the Controller, and when so acting, shall have all
the  powers  of  and  be  subject  to  all the restrictions upon the Controller.

     4.13.     Other  Officers.  Such  other  officers as the Board of Directors
               ---------------
may  choose  shall perform such duties and have such powers subordinate to those
powers  specifically  delegated to certain officer in these Bylaws, as from time
to time may be assigned to them by the Board of Directors.  The President of the
Company  shall  have  the  power  to choose such other officers and to prescribe
their  respective  duties  and  powers,  subject  to  control  by  the  Board of
Directors.

     4.14.     Vacancies.  Whenever  any  vacancies shall occur in any office by
               ---------
death,  resignation,  increase  in  the  number  of  offices  of the Company, or
otherwise, the same shall be filled by the Board of Directors (or the President,
in  accordance  with  Paragraph  4.5  of these Bylaws, subject to control by the
Board  of  Directors), and the officer so appointed shall hold office until such
officer's  successor  is elected or appointed in accordance with these Bylaws or
until  his  earlier  death,  resignation  or  removal.

     4.15.     Removal.  Any  officer  or agent of the Company may be removed by
               -------
the  Board  of  Directors  whenever  in  its  judgment the best interests of the
Company  will  be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.  No elected officer shall
have  any  contractual  rights against the Company for compensation by virtue of
such  election  beyond  the  date of the election of such officer's successor or
such officer's death, resignation or removal, whichever event shall first occur,
except  as  otherwise  provided  in  an employment contract or an employee plan.

     4.16.     Action  with Respect to Securities of Other Corporations.  Unless
               --------------------------------------------------------
otherwise  directed  by  the  Board of Directors, the Chairman of the Board, the
President,  any  Vice President and the Treasurer of the Company shall each have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at  any meeting of security holders of or with respect to any action of security
holders  of  any  other corporation in which the Company may hold securities and
otherwise  to  exercise  any  and  all  rights  and powers which the Company may
possess  by  reason  of  its  ownership of securities in such other corporation.


                                        9
<PAGE>
                                    ARTICLE V
                        STOCK CERTIFICATES AND TRANSFERS

     5.1     Stock  Certificates  and  Transfers.
             -----------------------------------

          A.     The  interest  of  each  stockholder  of  the  Company shall be
evidenced  by  certificates  for shares of stock in such form as the appropriate
officers  of  the  Company  may  from time to time prescribe, unless it shall be
determined  by,  or  pursuant to, a resolution adopted by the Board of Directors
that the shares representing such interest be uncertificated.  The shares of the
stock  of  the  Company  shall be transferred on the books of the Company by the
holder  thereof  in  person  or  by  such  person's attorney, upon surrender for
cancellation  of  certificates for the same number of shares, with an assignment
and  power of transfer endorsed thereon or attached thereto, duly executed, with
such proof of the authenticity of the signature as the Company or its agents may
reasonably  require.

          B.     The  certificates  of  stock shall be signed, countersigned and
registered  in such manner as the Board of Directors may by resolution prescribe
which resolution may permit all or any of the signatures on such certificates to
be  in  facsimile.  In  case  any  officer,  transfer agent or registrar who has
signed  or  whose  facsimile  signature  has  been placed upon a certificate has
ceased  to  be such officer, transfer agent or registrar before such certificate
is  issued,  it  may be issued by the Company with the same effect as if he were
such  officer,  transfer  agent  or  registrar  at  the  date  of  issue.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.1     Mandatory  Indemnification.  Each person who was or is made a party
             --------------------------
or  is  threatened  to be made a party, or who was or is a witness without being
named  a  party,  to any threatened, pending or completed action, claim, suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in  such  an  action,  suit or proceeding, and any inquiry or investigation that
could  lead to such an action, suit or proceeding (a "Proceeding"), by reason of
the fact that such individual is or was a director or officer of the Company, or
while  a  director or officer of the Company is or was serving at the request of
the  Company  as  a  director,  officer, partner, venturer, proprietor, trustee,
employee,  agent  or  similar  functionary  of another corporation, partnership,
trust,  employee benefit plan or other enterprise, shall be indemnified and held
harmless  by  the  Company  from and against any judgments, penalties (including
excise  taxes),  fines,  amounts  paid  in  settlement  and  reasonable expenses
(including  court costs and attorneys' fees) actually incurred by such person in
connection  with such Proceeding if it is determined that he acted in good faith
and  reasonably  believed (A) in the case of conduct in his official capacity on
behalf  of the Company that his conduct was in the Company's best interests, (B)
in  all  other  cases, that his conduct was not opposed to the best interests of
the  Company, and (C) with respect to any Proceeding which is a criminal action,
that  he  had no reasonable cause to believe his conduct was unlawful; provided,
however, that in the event a determination is made that such person is liable to
the Company or is found liable on the basis that personal benefit was improperly
received  by  such person, the indemnification is limited to reasonable expenses
actually incurred by such person in connection with the Proceeding and shall not
be  made in respect of any Proceeding in which such person shall have been found
liable  for  willful or intentional misconduct in the performance of his duty to
the  Company.  The termination of any Proceeding by judgment, order, settlement,
conviction,  or  upon a plea of nolo contendere or its equivalent, shall not, of
itself be determinative of whether the person did not act in good faith and in a
manner  which  he  reasonably  believed  to  be  in  or  not opposed to the best
interests  of  the  Company,  and,  with  respect  to  any Proceeding which is a
criminal  action,  had  no  reasonable  cause  to  believe  that his conduct was
unlawful.  A  person shall be deemed to have been found liable in respect of any
claim,  issue  or  matter only after the person shall have been so adjudged by a
court  of  competent  jurisdiction  after  exhaustion  of all appeals therefrom.

     6.2     Determination  of  Indemnification.  Any  indemnification under the
             ----------------------------------
foregoing  Paragraph  6.1  (unless ordered by a court of competent jurisdiction)
shall  be  made by the Company only upon a determination that indemnification of
such  person  is proper in the circumstances by virtue of the fact that it shall
have  been  determined  that  such  person  has  met  the applicable standard of
conduct.  Such  determination  shall  be made (A) by a majority vote of a quorum
consisting  of directors who at the time of the vote are not named defendants or
respondents  in  the  Proceeding;  (B)  if  such  quorum  cannot  be


                                       10
<PAGE>
obtained,  by  a  majority  vote  of  a  committee  of  the  Board of Directors,
designated  to  act  in  the  matter  by a majority of all directors, consisting
solely  of  two  or  more  directors  who  at the time of the vote are not named
defendants  or respondents in the Proceeding; (C) by special legal counsel (in a
written  opinion) selected by the Board of Directors or a committee of the Board
of  Directors by a vote as set forth in clause (A) or (B) of this Paragraph 6.2,
or,  if such quorum cannot be obtained and such committee cannot be established,
by a majority vote of all directors (in which directors who are named defendants
or respondents in the Proceeding may participate); or (D) by the stockholders of
the  Company  in a vote that excludes the shares held by directors who are named
defendants  or  respondents  in  the  Proceeding.

     6.3     Advance  of  Expenses.  Reasonable  expenses, including court costs
             ---------------------
and  attorneys' fees, incurred by a person who was or is a witness or who was or
is  named  as  a  defendant or respondent in a Proceeding, by reason of the fact
that  such individual is or was a director or officer of the Company, or while a
director  or  officer  of  the  Company  is or was serving at the request of the
Company  as  a  director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,  agent,  or  similar  functionary of another corporation, partnership,
trust,  employee  benefit plan or other enterprise, shall be paid by the Company
at  reasonable intervals in advance of the final disposition of such Proceeding,
and  without  the  determination  specified in the foregoing Paragraph 6.2, upon
receipt by the Company of a written affirmation by such person of his good faith
belief  that  he  has  met the standard of conduct necessary for indemnification
under  this  Article 6, and a written undertaking by or on behalf of such person
to  repay  the  amount  paid  or  reimbursed  by the Company if it is ultimately
determined  that  he  is  not  entitled  to  be  indemnified  by  the Company as
authorized  in  this  Article 6.  Such written undertaking shall be an unlimited
obligation  of such person and it may be accepted without reference to financial
ability  to  make  repayment.

     6.4     Permissive  Indemnification.  The Board of Directors of the Company
             ---------------------------
may  authorize  the Company to indemnify employees or agents of the Company, and
to  advance  the  reasonable  expenses  of  such  persons,  to  the same extent,
following  the  same determinations and upon the same conditions as are required
for the indemnification of and advancement of expenses to directors and officers
of  the  Company.

     6.5     Nature  of Indemnification.  The indemnification and advancement of
             --------------------------
expenses provided hereunder shall not be deemed exclusive of any other rights to
which  those  seeking  indemnification  may be entitled under the Certificate of
Incorporation,  these  Bylaws,  any  agreement,  vote  of  stockholders  or
disinterested  directors  or  otherwise, both as to actions taken in an official
capacity  and  as  to  actions  taken  in  any other capacity while holding such
office,  shall continue as to a person who has ceased to be a director, officer,
employee  or  agent  of the Company and shall inure to the benefit of the heirs,
executors  and  administrators  of  such  person.

     6.6     Insurance.  The  Company  shall  have  the  power  and authority to
             ---------
purchase  and  maintain insurance or another arrangement on behalf of any person
who  is  or was a director, officer, employee or agent of the Company, or who is
or  was  serving  at the request of the Company as a director, officer, partner,
venturer,  proprietor,  trustee,  employee,  agent,  or  similar  functionary of
another  foreign  or  domestic  corporation,  partnership,  joint  venture, sole
proprietorship,  trust,  employee  benefit  plan or other enterprise against any
liability, claim, damage, loss or risk asserted against such person and incurred
by  such person in any such capacity or arising out of the status of such person
as  such,  irrespective of whether the Company would have the power to indemnify
and  hold  such  person  harmless  against  such  liability under the provisions
hereof.  If  the  insurance or other arrangement is with a person or entity that
is  not  regularly  engaged in the business of providing insurance coverage, the
insurance  or arrangement may provide for payment of a liability with respect to
which  the  Company  would  not  have  the power to indemnify the person only if
including  coverage  for  the  additional  liability  has  been  approved by the
stockholders  of  the  Company.  Without  limiting  the  power of the Company to
procure or maintain any kind of insurance or other arrangement, the Company may,
for  the benefit of persons indemnified by the Company, (A) create a trust fund;
(B) establish any form of self-insurance; (C) secure its indemnity obligation by
grant  of a security interest or other lien on the assets of the Company; or (D)
establish a letter of credit, guaranty, or surety arrangement.  The insurance or
other arrangement may be procured, maintained, or established within the Company
or with any insurer or other person deemed appropriate by the Board of Directors
regardless  of  whether  all  or  part  of  the stock or other securities of the
insurer  or  other  person  are  owned  in whole or part by the Company.  In the
absence  of  fraud,  the  judgment of the Board of Directors as to the terms and
conditions of the insurance or other arrangement and the identity of the insurer
or  other  person


                                       11
<PAGE>
participating  in  the  arrangement  shall  be  conclusive  and the insurance or
arrangement  shall not be voidable and shall not subject the directors approving
the  insurance or arrangement to liability, on any ground, regardless of whether
directors  participating  in  the approval are beneficiaries of the insurance or
arrangement.

     6.7     Notice.  Any indemnification or advance of expenses to a present or
             ------
former  director  of  the  Company  in  accordance  with this Article 6 shall be
reported in writing to the stockholders of the Company with or before the notice
or waiver of notice of the next stockholders' meeting or with or before the next
submission of a consent to action without a meeting and, in any case, within the
next  twelve  month period immediately following the indemnification or advance.

     6.8     Change  of  Control.  Following  any  "change  of  control"  of the
             -------------------
Company of the type required to be reported under Item 1 of Form 8-K promulgated
under  the  Exchange Act, any determination as to entitlement to indemnification
shall  be  made  by  independent  legal  counsel  selected by the claimant which
independent  legal counsel shall be retained by the Board of Directors on behalf
of  the  Company.

     6.9     Amendment.  Any  amendment  or  repeal of this Article VI shall not
             ---------
adversely  affect  any  right or protection existing hereunder in respect of any
act  or  omission  occurring  prior  to  such  amendment  or  repeal.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     7.1     Fiscal Year.  The fiscal year of the Company shall be determined by
             -----------
resolution  of  the  Board  of  Directors.

     7.2     Dividends.  The  Board  of Directors may from time to time declare,
             ---------
and  the  Company may pay, dividends on its outstanding shares in the manner and
upon  the  terms  and  conditions  provided  by  law  and  its  Certificate  of
Incorporation.

     7.3     Seal.  The corporate seal may bear in the center the emblem of some
             ----
object,  and  shall  have  inscribed  thereunder  the words "Corporate Seal" and
around  the  margin  thereof  the  words  "Charys  Holding  Company,  Inc."

     7.4     Waiver  of  Notice.  Whenever any notice is required to be given to
             ------------------
any  stockholder  or director of the Company under the provisions of the DGCL, a
waiver  thereof  in  writing,  signed  by the person or persons entitled to such
notice,  whether  before  or  after  the  time  stated  therein, shall be deemed
equivalent  to the giving of such notice.  Neither the business to be transacted
at,  nor the purpose of, any annual or special meeting of the stockholders or of
the  Board  of  Directors  need  be  specified  in  any waiver of notice of such
meeting.

     7.5     Audits.  The  accounts,  books  and records of the Company shall be
             ------
audited  upon  the  conclusion  of  each fiscal year by an independent certified
public  accountant  selected by the Board of Directors, and it shall be the duty
of  the  Board  of  Directors  to  cause  such  audit  to  be  made  annually.

     7.6     Resignations.  Any  director  or  any  officer,  whether elected or
             ------------
appointed,  may resign at any time by serving written notice of such resignation
on  the  Chairman  of  the Board, the Chief Executive Officer, the President, if
any,  or  the Secretary, and such resignation shall be deemed to be effective as
of  the close of business on the date said notice is received by the Chairman of
the  Board, the Chief Executive Officer, the President, if any, or the Secretary
or  at such later date as is stated therein.  No formal action shall be required
of  the  Board  of  Directors  or  the stockholders to make any such resignation
effective.


                                       12
<PAGE>
                                  ARTICLE VIII
                                   AMENDMENTS

     8.1     Amendments.  These  Bylaws  may  be amended, added to, rescinded or
             ----------
repealed  by the Board of Directors or by the affirmative vote of the holders of
a  majority  of  the  Company's  stock,  outstanding and entitled to vote at the
meeting  at  which  any  Bylaw  is  adopted,  amended  or  repealed.

     Adopted  April  28,  2004.

                                            /s/ Billy V. Ray, Jr.
                                            ------------------------------------
                                            Billy V. Ray, Jr., Secretary


                                       13
<PAGE>
                                    EXHIBIT C

                                    Delaware                         PAGE 1
                                    --------

                                  First State

     I,  HARRIET  SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY  CERTIFY  THE  ATTACHED  IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

DESIGNATION  OF  "CHARYS  HOLDING  COMPANY,  INC. ", FILED IN THIS OFFICE ON THE

TWENTY-FIFTH  DAY  OF  JULY,  A.D.  2005,  AT  10  O'CLOCK  A.M.

     A  FILED  COPY  OF  THIS  CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY

RECORDER  OF  DEEDS.


                                [GRAPHIC OMITTED]  /s/ Harriet Smith Windsor
                                                   -----------------------------
3791748   8100                                     Harriet Smith Windsor
                                                   Secretary of State
                                                   AUTHENTICATION: 4045320

050609452                                                   DATE: 07-25-05
<PAGE>
                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 10:00 AM 07/25/2005
                                                     FILED 10:00 AM 07/25/2005
                                                   SRV 050609452 - 3791748 FILE

                            CERTIFICATE OF AMENDMENT
                 TO THE CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES B CONVERTIBLE
                PREFERRED STOCK OF CHARYS HOLDING COMPANY, INC.

     I,  Billy  V.  Ray, Jr., Chief Executive Officer of Charys Holding Company,
Inc.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  (the  "Company"),  in accordance with the provisions of Section 151 of
the  Delaware  General  Corporation  Law,  DO  HEREBY  CERTIFY:

     FIRST:  That  at  a  meeting  of  the  Board of Directors of Charys Holding
Company,  Inc.  resolutions were duly adopted setting forth a proposed amendment
of  the  Certificate  of  Designation,  Preferences  and  Rights of the Series B
Preferred  Stock  of said corporation, declaring said amendment to be advisable,
and that, pursuant to the authority conferred upon the Board of Directors of the
Company  (the  "Board")  by the Certificate of Incorporation of the Company, the
Board  on  July  22,  2005,  adopted  the  following  resolution:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
in  accordance  with  the  provisions of the Certificate of Incorporation of the
Company,  the  terms,  rights and preferences of the Series B Preferred Stock of
the  Company  ("Series  B  Convertible Preferred Stock,"), consisting of 400,000
shares  be,  and  they hereby are, amended in their entirety to read as follows:

     1.     Dividends.   Notwithstanding  anything  herein  to the contrary, and
            ----------
except  as  may  otherwise  be  provided  in  Paragraph 7 hereof, the holders of
outstanding  shares  of  the  Series  B Convertible Preferred Stock shall not be
entitled  to  receive  any  dividends,  whether in form of cash, stock, or other
property.

     2.     Redemption Rights.  Notwithstanding anything herein to the contrary,
            ------------------
the  Company  shall  not  be  entitled  to  redeem  the whole or any part of the
outstanding  Series  B  Convertible  Preferred  Stock.

     3.     Liquidation  Rights.   Upon  the dissolution, liquidation or winding
            --------------------
up  of  the  Company,  whether voluntary or involuntary, the holders of the then
outstanding shares of Series B Convertible Preferred Stock shall be entitled  to
receive  out  of  the  assets  of  the  Company the sum of $0.001 per share (the
"Liquidation  Rate")  before any payment or distribution shall be made on shares
of  the  common  stock  of  the Company, par value $0.001 per share (the "Common
Stock"),  or  any  other class of capital stock of the Company ranking junior to
the  Series  B  Convertible  Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

          (b)     After  the  payment  to  the holders of shares of the Series B
Convertible  Preferred  Stock  of  the  full  preferential amounts fixed by this
Paragraph  3 for shares of the Series B Convertible Preferred Stock, the holders
of the Series B Convertible Preferred Stock as such shall have no right or claim
to  any  of  the  remaining  assets  of  the  Company.

          (c)     in  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders  of the Series B Convertible Preferred Stock upon
dissolution,  liquidation  or winding up of the Company shall be insufficient to
pay  in  full  all  amounts  to which such holders are entitled pursuant to this
Paragraph  3,  no distribution shall be made on account of any shares of a class
or series of capital stock of the Company ranking on a parity with the shares of
the  Series  B  Convertible  Preferred  Stock,  if  any,  upon such dissolution,
liquidation  or  winding  up  unless proportionate distributive amounts shall be
paid  on  account  of  the  shares  of the Series B Convertible Preferred Stock,
ratably, in proportion to the full distributive amounts for which holders of all
such  parity shares are respectively entitled upon such dissolution, liquidation
or  winding  up.


                                        1
<PAGE>
     4.     Conversion  of  Series B Convertible Preferred Stock.   At any time,
            -----------------------------------------------------
the  holder of shares of the Series B Convertible Preferred Stock shall have the
right,  at such holder's option, to convert any number of shares of the Series B
Convertible  Preferred  Stock  into  shares  of  the Common Stock. Such right to
convert  shall  commence  as  of the date the shares of the Series B Convertible
Preferred  Stock are issued to such holder (the "Issue Date") and shall continue
thereafter for a period of 10 years, such period ending on the tenth anniversary
of  the  Issue  Date.  In  the event that the holder of the Series B Convertible
Preferred  Stock  elects  to  convert  such shares into Common Stock, the holder
shall deliver to the Company a Conversion Notice in the form of Attachment A and
shall have 60 days from the date of such notice in which to tender the shares of
Series  B  Convertible  Preferred Stock being converted to the Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     Conversion  Rate.   Subject  to adjustment as provided herein,
                  -----------------
each share of the Series B Convertible Preferred Stock shall be convertible into
one  fully  paid  and  nonassessable  share of the Common Stock (the "Conversion
Rate").

          (b)     Adjustment  of  Conversion Rate for Dilution and Other Events.
                  --------------------------------------------------------------
In  order  to prevent dilution of the rights granted to the holders of shares of
the Series B Convertible Preferred Stock, the Conversion Rate will be subject to
adjustment  from  time  to  time  as  follows:

               (i)     Adjustment  of  Conversion  Rate  upon  Subdivision  or
                       -------------------------------------------------------
Combination  of  the Common Stock. If the Company at any time subdivides (by any
---------------------------------
stock  split,  stock  dividend,  recapitalization  or  otherwise) the issued and
outstanding  or  authorized  Common  Stock  into a greater number of shares, the
Conversion  Rate  in  effect  immediately  prior  to  such  subdivision  will be
proportionately  increased. If the Company at any time combines (by combination,
reverse  stock  split  or  otherwise)  the  issued and outstanding or authorized
Common  Stock  into  a  smaller number of shares, the Conversion Rate in effect,
immediately  prior  to  such  combination  will  be  proportionately  decreased.

               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or  Sale.  Any dividend or distribution payable or to be made in Common Stock or
---------
other  shares  of  stock of the Company or any recapitalization, reorganization,
reclassification,  consolidation,  merger, or other similar transaction which is
effected  in such a way that holders of the Common Stock are entitled to receive
(either  directly  or  upon  subsequent liquidation) stock, securities or assets
with  respect to or in exchange for the Common Stock is referred to herein as an
"Organic  Change."  Prior to the consummation of any Organic Change, the Company
will  make  appropriate  provision,  in  form  and substance satisfactory to the
holders  of  a  majority  of  the outstanding shares of the Series B Convertible
Preferred  Stock,  to  ensure that each of the holders of shares of the Series B
Convertible  Preferred  Stock  will  thereafter  have  the  right to acquire and
receive  in  lieu  of  or  in addition to, as the case may be, the shares of the
Common  Stock  immediately  theretofore  acquirable  and  receivable  upon  the
conversion of such holder's Series B Convertible Preferred Stock, such shares of
stock,  securities  or  assets as may be issued or payable with respect to or in
exchange  for  the  number of shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the conversion of such holder's shares of the
Series B Convertible Preferred Stock had such Organic Change not taken place. In
any  such  case,  the  Company  will  make  appropriate  provision,  in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the  Series  B Convertible Preferred Stock, with respect to such holders' rights
and interests to ensure that the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series B Convertible Preferred Stock.
The  Company  will  not effect any such consolidation or merger or other similar
transaction,  unless  prior  to  the  consummation  thereof the successor entity
resulting  from  such  consolidation  or merger or other similar transaction, if
other  than  the  Company, assumes, by written instrument, in form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  B  Convertible Preferred Stock, the obligation to deliver to each holder
of  shares  of  the  Series  B Convertible Preferred Stock such shares of stock,
securities  or assets as, in accordance with the foregoing provisions, that such
holder  may  be  entitled  to  acquire.

               (iii)     Notices.     Immediately  upon  any  adjustment  of the
                         --------
Conversion  Rate,  the  Company  will  give written notice of such adjustment to
each holder of shares of the Series B Convertible Preferred Stock, selling forth
in  reasonable  detail  and  certifying  the calculation of such adjustment. The
Company  will  give  written  notice  10  each  holder of shares of the Series B
Convertible  Preferred  Stock  at  least  20 days prior to the date on which the
Company  closes  its  books  or  takes  a record with respect to any dividend or
distribution  upon  the


                                        2
<PAGE>
Common  Stock,  or with respect to any pro rata subscription offer to holders of
the  Common  Stock.  The Company will also give written notice to each holder of
shares of the Series B Convertible Preferred Stock at least 20 days prior to the
date  on  which  any Organic Change, dissolution or liquidation will take place.

          (c)     Purchase  Rights.    If at any time the Company grants, issues
                  -----------------
or  sells  any  options,  convertible  securities  or  rights to purchase stock,
warrants,  securities  or  other  property pro rata to the record holders of the
Common Stock (the "Purchase Rights"), then each holder of shares of the Series B
Convertible  Preferred  Stock  will  be  entitled  to  acquire,  upon  the terms
applicable  to  such  Purchase  Rights, the aggregate Purchase Rights which such
holder  could  have acquired if such holder had held the number of shares of the
Common  Stock  acquirable upon complete conversion of the holder's shares of the
Series  B  Convertible  Preferred  Stock  immediately before the date on which a
record  is taken for the grant, issuance or sale of such Purchase Rights, or, if
no  such  record is taken, the date as of which the record holders of the Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights.

          (d)     Mechanics  of  Conversion.  To  convert shares of the Series B
                  --------------------------
Convertible  Preferred  Stock  into  full shares of the Common Stock on any date
(the  "Conversion  Date"),  the  holder thereof shall (i) deliver or transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender  to a common earner for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares  of  the  Series  B  Convertible Preferred Stock being
converted,  or an indemnification undertaking with respect to such shares in the
case  of  the  loss,  theft  or destruction thereof, and the originally executed
Conversion  Notice.  Upon  receipt  by  the  Company  of  a  facsimile copy of a
Conversion  Notice,  the  Company  shall  immediately  send,  via  facsimile,  a
confirmation  of  receipt of such Conversion Notice to such holder.  Within five
business  days  of  the  Company's receipt of the originally executed Conversion
Notice  and the holder's Preferred Stock Certificate(s), the Company shall issue
and  surrender  to  a  common  carrier  for overnight delivery to the address as
specified in the Conversion Notice, a certificate, registered in the name of the
holder  or  its  designee, for the number of shares of the Common Stock to which
the  holder  is  entitled.

          (e)     Record  Holder.  The  person  or  persons  entitled to receive
                  ---------------
shares  of  the  Common Stock issuable upon conversion of shares of the Series B
Convertible  Preferred  Stock  shall  be  treated for all purposes as the record
holder  or  holders  of  such shares of the Common Stock on the Conversion Date.

          (f)     Fractional  Shares. The Company shall not be required to issue
                  -------------------
any fraction of a share of the Common Stock upon any conversion.   All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one  share of the Series B Convertible Preferred Stock shall be aggregated
for  purposes of determining whether the conversion would result in the issuance
of  a  fraction  of a share of the Common Stock. If, after such aggregation, the
issuance  would  result  in the issuance of a fraction of it share of the Common
Stock,  the  Company shall round such fraction of a share of the Common Stock up
or  down  to  the  nearest  whole  share.

          (g)     Reissuance  of  Certificates.  In the event of a conversion of
                  -----------------------------
less  than  all  of  the  shares  of  the  Series  B Convertible Preferred Stock
represented  by  a  particular  Preferred  Stock  Certificate, the Company shall
promptly  cause  to  be  issued  and  delivered  to  the holder of such Series B
Convertible  Preferred  Stock  a  new  Series  B  Convertible  Preferred  Stock
Certificate  representing  the  remaining  shares  of  the  Series B Convertible
Preferred  Stock  which  were  not  corrected.


     5.     Reservation  of  Shares.    The Company shall, so long as any of the
            -----------------------
shares  of the Series B Convertible Preferred Stock are outstanding, reserve and
keep  available  out  of its authorized and unissued shares of the Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series B
Convertible  Preferred  Stock, the number of shares of the Common Stock as shall
from  time  to  time  be  sufficient  to  effect  the  conversion  of all of the
outstanding  shares  of  the  Series  B  Convertible  Preferred  Stock.

     6.     Seniority.  The  shares  of the Series B Convertible Preferred Stock
            ---------
shall  rank  superior  to  the  shares of the Company's Common Stock, and to the
shares  of all other series of the Company's preferred stock.  The rights of the
shares of the Common Stock and all other series of the Company's preferred stock
shall  be  subject  to


                                        3
<PAGE>
the  preferences  and  relative rights of the shares of the Series B Convertible
Preferred  Stock.  Without  the prior written consent of the holders of not less
than  two-thirds  (2/3)  of  the  outstanding shares of the Series B Convertible
Preferred  Stock,  the Company shall not hereafter authorize or issue additional
or  other  capital  stock  that  is of senior or equal rank to the shares of the
Series  B  Convertible  Preferred  Stock  in  respect  of  the preferences as to
distributions  and  payments upon the liquidation, dissolution and winding up of
the  Company  described  in  Paragraph  3  above.

     7.     Restriction  on  Dividends.  The  Company shall not declare or pay a
            ---------------------------
dividend or other distribution with respect to the shares of the Common Stock or
any  other  series  of  the  Company's  preferred  stock  unless  the  Company
simultaneously  pays  or  distributes  to  each holder of shares of the Series B
Convertible  Preferred  Stock  an  equal  to  the  amount such holder would have
received  had  all of such holder's shares of the Series B Convertible Preferred
Stock  been converted to shares of the Common Stock on the business day prior to
the  record  date  for  any  such  dividend  or  distribution.

     8.     Vote  to  Change  the  Terms  of  the Series B Convertible Preferred
            --------------------------------------------------------------------
Stock.  Without  the  prior  written  consent  of  the  holders of not less than
-----
two-thirds (2/3) of the outstanding shares of the Series B Convertible Preferred
Stock,  the Company shall not amend, alter, change or repeal in any way, whether
by  merger,  consolidation  or  otherwise,  any  of  the  powers,  designations,
preferences  and  rights  of  the  Series  B  Convertible  Preferred  Stock.

     9.     Lost  or  Stolen  Certificates.    Upon  receipt  by  the Company of
            -------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation of any Preferred Stock Certificates representing shares of the Series
B  Convertible  Preferred Stock, and, in the case of loss, theft or destruction,
of  any indemnification undertaking or bond, in the Company's discretion, by the
holder  to  the  Company  and,  in  the  case  of mutilation, upon surrender and
cancellation  of  the  Preferred Stock certificate(s), the Company shall execute
and  deliver  new  Series  B  Convertible Preferred Stock certificate(s) of like
tenor  and  date;  provided,  however,  the  Company  shall  not be obligated to
re-issue Series B Convertible Preferred Stock certificates if the holder thereof
contemporaneously  requests  the  Company to convert such shares of the Series B
Convertible  Preferred  Stock  into  the  Common  Stock.

     10.     Voting.  The  holders  of  the Series B Convertible Preferred Stock
             -------
shall  have  no voting rights on any matter submitted to the stockholders of the
Company  for  their  vote,  waiver, release or other action, or be considered in
connection  with  the  establishment  of  a  quorum,  except as may otherwise be
expressly provided herein or required by law or by the applicable stock exchange
rules.

     The  Resolution  was duly adopted by all of the directors of the Company as
required  by  Section  151  of  the  Delaware  General  Corporation  Law.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Certificate of
Designation,  Preferences  and  Rights on behalf of the Company this 22nd day of
July,  2005.

                                   CHARYS HOLDING COMPANY, INC.




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


                                        4
<PAGE>
                                  ATTACHMENT A
                          CHARYS HOLDING COMPANY, INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing Series B Convertible Preferred Stock of Charys Holding
Company,  Inc.,  as amended, the undersigned hereby elects to convert the number
of  shares  of Series B Convertible Preferred Stock, par value $0.001 per share,
of  Charys  Holding Company. Inc. (the "Company") indicated below into shares of
the  common  stock,  par  value  $0.001  per  share (the "Common Stock"), of the
Company,  by tendering the stock certificate(s) representing the share(s) of the
Series  B  Convertible  Preferred  Stock  hereinafter  described  as of the date
specified  below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned  upon  conversion  of  shares  of the Series B Convertible Preferred
Stock  may  not  be  sold, pledged, hypothecated or otherwise transferred unless
such securities are registered under the Securities Act of 1933, as amended, and
any  other  applicable securities law, or the Company has received an opinion of
counsel  satisfactory  to  it  that  registration  is  not required. A legend in
substantially  the  following  form  will be placed on any certificates or other
documents  evidencing  the  securities  to  be issued upon any conversion of the
shares  of  the  Series  B  Convertible  Preferred  Stock:

               THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR
               DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
               BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
               AMENDED,  OR  THE  SECURITIES LAW OF ANY STATE. WITHOUT
               SUCH  REGISTRATION,  SUCH  SECURITIES  MAY NOT BE SOLD,
               PLEDGED,  HYPOTHECATED  OR OTHERWISE TRANSFERRED EXCEPT
               UPON  DELIVERY  TO THE COMPANY OF AN OPINION OF COUNSEL
               SATISFACTORY  TO  THE  COMPANY THAT REGISTRATION IS NOT
               REQUIRED  FOR  SUCH  TRANSFER  OR THE SUBMISSION TO THE
               COMPANY  OF  SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY
               TO  THE  COMPANY  TO  THE EFFECT THAT ANY SUCH TRANSFER
               SHALL  NOT  BE  IN  VIOLATION  OF THE SECURITIES ACT OF
               1933,  AS  AMENDED, THE SECURITIES LAW OF ANY STATE, OR
               ANY  RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

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

Number of shares of the Series B Convertible Preferred Stock to be converted:

------------------------------

Stock certificate no(s). of the shares of the Series B Convertible Preferred
Stock to be converted:

----------------

Conversion  Rate:
                 -------------------------

Number of shares of the Common Stock to be issued:

------------------------------------------

Name in which shares of the Common Stock are to be issued:

------------------------------------------

------------------------------------------
Signature


------------------------------------------
Printed Name and Address


<PAGE>
                                    EXHIBIT D

                                    Delaware
                                    --------                         PAGE 1
                                The First State



     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

DESIGNATION OF "CHARYS HOLDING COMPANY, INC.", FILED IN THIS OFFICE ON THE

TWENTY-FIFTH DAY OF JULY, A.D. 2005, AT 10 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY

RECORDER OF DEEDS.




3791748   8100    [GRAPHIC OMITTED]    /s/ Harriet Smith Windsor
050609456                              -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                           AUTHENTICATION:  4047994

                                                 DATE:  07-26-05


<PAGE>
                                                          State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 10:00 AM 07/25/2005
                                                      FILED 10:00 AM 07/25/2005
                                                    SRV 050609456 - 3791748 FILE

                            CERTIFICATE OF AMENDMENT
                 TO THE CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES C CONVERTIBLE
                 PREFERRED STOCK OF CHARYS HOLDING COMPANY, INC.

     I,  Billy  V.  Ray, Jr., Chief Executive Officer of Charys Holding Company,
Inc.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  (the  "Company"),  in accordance with the provisions of Section 151 of
the  Delaware  General  Corporation  Law,  DO  HEREBY  CERTIFY:

     FIRST:  That  at  a  meeting  of  the  Board of Directors of Charys Holding
Company,  Inc.  resolutions were duly adopted setting forth a proposed amendment
of  the  Certificate  of  Designation,  Preferences  and  Rights of the Series C
Preferred  Stock  of said corporation, declaring said amendment to be advisable,
and that, pursuant to the authority conferred upon the Board of Directors of the
Company  (the  "Board")  by the Certificate of Incorporation of the Company, the
Board  on  July  22,  2005,  adopted  the  following  resolution:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
in  accordance  with  the  provisions of the Certificate of Incorporation of the
Company,  the  terms,  rights and preferences of the Series C Preferred Stock of
the  Company  ("Series  C  Convertible Preferred Stock,"), consisting of 500,000
shares  be,  and  they hereby are, amended in their entirety to read as follows:

     1.     Dividends.  Notwithstanding  anything  herein  to  the contrary, and
            ---------
except  as  may  otherwise  be  provided  in  Paragraph 7 hereof, the holders of
outstanding  shares  of  the  Series  C Convertible Preferred Stock shall not be
entitled  to  receive  any  dividends,  whether in form of cash, stock, or other
property.

     2.     Redemption Rights.  Subject to the applicable provisions of Delaware
            -----------------
law,  the  Company,  at  the  option of its directors may at any time within two
years of the date hereof, redeem the whole or any part of the outstanding Series
C  Preferred Stock. Any such redemption shall be pro rata with respect to all of
the holders of the Series C Preferred Stock.  Upon  redemption the Company shall
pay  for each share redeemed the amount of $3.50 per share, payable in cash (the
"Redemption  Price").

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series C Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal  office of the Company is located. Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series C Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed  shares. If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
C  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease and all rights of the holders of the Series C Preferred
Stock  shall  terminate,  except  only  the  right of the holders to receive the
redemption price without interest upon surrender of their certificates therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series C Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute  full  payment  of  the  shares  to


                                        1
<PAGE>
their  holders,  and  from and after the date of the deposit the shares shall no
longer  be  outstanding  and  the holders thereof shall cease to be stockholders
with  respect  to  such  shares,  and  shall have no rights with respect thereto
except  the  right  to  receive  from  the  bank or trust company payment of the
redemption  price  of  the  shares without interest, upon the surrender of their
certificates  therefor.  Any interest accrued on any funds so deposited shall be
the  property of, and paid to, the Company. If the holders of Series C Preferred
Stock  so called for redemption shall not, at the end of two years from the date
fixed  for redemption thereof, have claimed any funds so deposited, such bank or
trust  company shall thereupon pay over to the Company such unclaimed funds, and
such bank or trust company shall thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3.     Liquidation  Rights. Subject to the superior rights of the Company's
            -------------------
Series B Preferred Stock, upon the dissolution, liquidation or winding up of the
Company,  whether  voluntary or involuntary, the holders of the then outstanding
shares  of Series C Convertible Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on shares of the common
stock  of  the  Company, par value $0.001 per share (the "Common Stock"), or any
other  class  of  capital  stock  of  the Company ranking junior to the Series C
Convertible  Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

          (b)     After  the  payment  to  the holders of shares of the Series C
Convertible  Preferred  Stock  of  the  full  preferential amounts fixed by this
Paragraph  3 for shares of the Series C Convertible Preferred Stock, the holders
of the Series C Convertible Preferred Stock as such shall have no right or claim
to  any  of  the  remaining  assets  of  the  Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders  of the Series C Convertible Preferred Stock upon
dissolution,  liquidation  or winding up of the Company shall be insufficient to
pay  in  full  all  amounts  to which such holders are entitled pursuant to this
Paragraph  3,  no distribution shall be made on account of any shares of a class
or series of capital stock of the Company ranking on a parity with the shares of
the  Series  C  Convertible  Preferred  Stock,  if  any,  upon such dissolution,
liquidation  or  winding  up  unless proportionate distributive amounts shall be
paid  on  account  of  the  shares  of the Series C Convertible Preferred Stock,
ratably, in proportion to the full distributive amounts for which holders of all
such  parity shares are respectively entitled upon such dissolution, liquidation
or  winding  up.

     4.     Conversion  of  Series C Convertible Preferred Stock.  The holder of
            ----------------------------------------------------
shares of the Series C Convertible Preferred Stock shall have the right, at such
holder's  option,  to  convert  any number of shares of the Series C Convertible
Preferred  Stock  into  shares  of the Common Stock. Such right to convert shall
commence  two  years  after  the  date  the  shares  of the Series C Convertible
Preferred  Stock are issued to such holder (the "Issue Date") and shall continue
thereafter  for  a  period  of  two  years,  such  period  ending  on the fourth
anniversary  of  the  Issue  Date.  In the event that the holder of the Series C
Convertible Preferred Stock elects to convert such shares into Common Stock, the
holder  shall  have  60 days from the date of such notice in which to tender his
shares  of  Series  C  Convertible  Preferred  Stock  to  the  Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     Conversion  Rate.  Subject  to  adjustment as provided herein,
                  ----------------
each share of the Series C Convertible Preferred Stock shall be convertible into
one  fully  paid  and  nonassessable  share of the Common Stock (the "Conversion
Rate").

          (b)     Adjustment  of  Conversion Rate for Dilution and Other Events.
                  -------------------------------------------------------------
In  order  to prevent dilution of the rights granted to the holders of shares of
the Series C Convertible Preferred Stock, the Conversion Rate will be subject to
adjustment  from  time  to  time  as  follows:


                                        2
<PAGE>
               (i)     Adjustment  of  Conversion  Rate  upon  Subdivision  or
                       -------------------------------------------------------
Combination  of the Common Stock.  If the Company at any time subdivides (by any
--------------------------------
stock  split,  stock  dividend,  recapitalization  or  otherwise) the issued and
outstanding  or  authorized  Common  Stock  into a greater number of shares, the
Conversion  Rate  in  effect  immediately  prior  to  such  subdivision  will be
proportionately  increased. If the Company at any time combines (by combination,
reverse  stock  split  or  otherwise)  the  issued and outstanding or authorized
Common  Stock  into  a  smaller  number of shares, the Conversion Rate in effect
immediately  prior  to  such  combination  will  be  proportionately  decreased.

               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or  Sale. Any recapitalization, reorganization, reclassification, consolidation,
--------
merger,  or  other  similar  transaction  which  is  effected in such a way that
holders  of  the  Common  Stock arc entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of the outstanding shares of the Series C Convertible Preferred Stock,
to  ensure  that  each  of  the  holders  of  shares of the Series C Convertible
Preferred Stock will thereafter have the right to acquire and receive in lieu of
or  in  addition  to,  as  the  case  may  be,  the  shares  of the Common Stock
immediately  theretofore  acquirable  and receivable upon the conversion of such
holder's  Series C Convertible Preferred Stock, such shares of stock, securities
or  assets  as  may  be issued or payable with respect to or in exchange for the
number  of  shares  of  the  Common Stock immediately theretofore acquirable and
receivable  upon  the  conversion  of  such  holder's  shares  of  the  Series C
Convertible Preferred Stock had such Organic Change not taken place. In any such
case,  the  Company  will  make  appropriate  provision,  in  form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  C  Convertible Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series C Convertible Preferred Stock.
The  Company  will  not effect any such consolidation or merger or other similar
transaction,  unless  prior  to  the  consummation  thereof the successor entity
resulting  from  such  consolidation  or merger or other similar transaction, if
other  than  the  Company, assumes, by written instrument, in form and substance
satisfactory  to  the  holders  of  a  majority of the outstanding shares of the
Series  C  Convertible Preferred Stock, the obligation to deliver to each holder
of  shares  of  the  Series  C Convertible Preferred Stock such shares of stock,
securities  or assets as, in accordance with the foregoing provisions, that such
holder  may  be  entitled  to  acquire.

               (iii)     Notices.  Immediately  upon  any  adjustment  of  the
                         -------
Conversion Rate, the Company will give written notice of such adjustment to each
holder  of  shares of the Series C Convertible Preferred Stock, setting forth in
reasonable detail and certifying the calculation of such adjustment. The Company
will  give  written  notice to each holder of shares of the Series C Convertible
Preferred  Stock  at least 20 days prior to the date on which the Company closes
its  books  or  takes a record with respect to any dividend or distribution upon
the  Common Stock, or with respect to any pro rata subscription offer to holders
of the Common Stock. The Company will also give written notice to each holder of
shares of the Series C Convertible Preferred Stock at least 20 days prior to the
date  on  which  any Organic Change, dissolution or liquidation will take place.

          (c)     Purchase Rights.  If at any time the Company grants, issues or
                  ---------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase Rights"), then each holder of shares of the Series C Convertible
Preferred  Stock  will be entitled to acquire, upon the terms applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired  if  such  holder  had  held  the  number of shares of the Common Stock
acquirable  upon  complete  conversion  of  the  holder's shares of the Series C
Convertible  Preferred  Stock  immediately  before the date on which a record is
taken  for  the  grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of the Common Stock are
to  be  determined  for  the  grant,  issue  or  sale  of  such Purchase Rights.

          (d)     Mechanics  of  Conversion.  To  convert shares of the Series C
                  -------------------------
Convertible  Preferred  Stock  into  full shares of the Common Stock on any date
(the  "Conversion  Date"),  the  holder thereof shall (i) deliver or transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares  of  the  Series  C  Convertible


                                        3
<PAGE>
Preferred  Stock being converted, or an indemnification undertaking with respect
to  such  shares  in the case of the loss, theft or destruction thereof, and the
originally  executed  Conversion  Notice.  Upon  receipt  by  the  Company  of a
facsimile  copy  of a Conversion Notice, the Company shall immediately send, via
facsimile,  a  confirmation of receipt of such Conversion Notice to such holder.
Within  five  business  days of the Company's receipt of the originally executed
Conversion  Notice  and the holder's Preferred Stock Certificate(s), the Company
shall  issue  and  surrender  to  a common carrier for overnight delivery to the
address  as specified in the Conversion Notice, a certificate, registered in the
name of the holder or its designee, for the number of shares of the Common Stock
to  which  the  holder  is  entitled.

          (e)     Record  Holder.  The  person  or  persons  entitled to receive
                  --------------
shares  of  the  Common Stock issuable upon conversion of shares of the Series C
Convertible  Preferred  Stock  shall  be  treated for all purposes as the record
holder  or  holders  of  such shares of the Common Stock on the Conversion Date.

          (f)     Fractional Shares.  The Company shall not be required to issue
                  -----------------
any  fraction  of a share of the Common Stock upon any conversion. All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one  share of the Series C Convertible Preferred Stock shall be aggregated
for  purposes of determining whether the conversion would result in the issuance
of  a  fraction  of a share of the Common Stock. If, after such aggregation, the
issuance  would  result  in the issuance of a fraction of it share of the Common
Stock,  the  Company shall round such fraction of a share of the Common Stock up
or  down  to  the  nearest  whole  share.

          (g)     Reissuance  of  Certificates.  In the event of a conversion of
                  ----------------------------
less  than  all  of  the  shares  of  the  Series  C Convertible Preferred Stock
represented  by  a  particular  Preferred  Stock  Certificate, the Company shall
promptly  cause  to  be  issued  and  delivered  to  the holder of such Series C
Convertible  Preferred  Stock  a  new  Series  C  Convertible  Preferred  Stock
Certificate  representing  the  remaining  shares  of  the  Series C Convertible
Preferred  Stock  which  were  not  corrected.


     5.     Reservation  of  Shares.  The  Company  shall, so long as any of the
            -----------------------
shares  of the Series C Convertible Preferred Stock are outstanding, reserve and
keep  available  out  of its authorized and unissued shares of the Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series C
Convertible  Preferred  Stock, the number of shares of the Common Stock as shall
from  time  to  time  be  sufficient  to  affect  the  conversion  of all of the
outstanding  shares  of  the  Series  C  Convertible  Preferred  Stock.

     6.     Seniority.  The  shares  of  the  Company's  Series  B  Convertible
            ---------
Preferred  Stock  shall  rank superior to the shares of the Series C Convertible
Preferred  Stock, the Common Stock, and to the shares of all other series of the
Company's  preferred  stock.  Except  for  the  shares of the Company's Series B
Convertible  Preferred  Stock,  the rights of the shares of the Common Stock and
all  other  series  of  the  Company's  preferred  stock shall be subject to the
preferences  and  relative  rights  of  the  shares  of the Series C Convertible
Preferred  Stock.  Except  for  the shares of the Company's Series B Convertible
Preferred  Stock,  without  the prior written consent of the holders of not less
than  two-thirds  (2/3)  of  the  outstanding shares of the Series C Convertible
Preferred  Stock,  the Company shall not hereafter authorize or issue additional
or  other  capital  stock  that  is of senior or equal rank to the shares of the
Series  C  Convertible  Preferred  Stock  in  respect  of  the preferences as to
distributions  and  payments upon the liquidation, dissolution and winding up of
the  Company  described  in  Paragraph  3  above.

     7.     Restriction  on  Dividends.  The  Company shall not declare or pay a
            --------------------------
dividend or other distribution with respect to the shares of the Common Stock or
any  other  series  of  the  Company's  preferred  stock  unless  the  Company
simultaneously  pays  or  distributes  to  each holder of shares of the Series C
Convertible Preferred Stock an amount equal to the amount such holder would have
received  had  all of such holder's shares of the Series C Convertible Preferred
Stock  been converted to shares of the Common Stock on the business day prior to
the  record  date  for  any  such  dividend  or  distribution.

     8.     Vote  to  Change  the  Terms  of  the Series C Convertible Preferred
            --------------------------------------------------------------------
Stock.  Without  the  prior  written  consent  of  the  holders of not less than
-----
two-thirds (2/3) of the outstanding shares of the Series C Convertible Preferred
Stock,  the Company shall not amend, alter, change or repeal in any way, whether
by  merger,  consolidation  or  otherwise,  any  of  the  powers,  designations,
preferences  and  rights  of  the  Series  C  Convertible  Preferred  Stock.


                                        4
<PAGE>
     9.     Lost  or  Stolen  Certificates.  Upon  receipt  by  the  Company  of
            ------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation of any Preferred Stock Certificates representing shares of the Series
C  Convertible  Preferred Stock, and, in the case of loss, theft or destruction,
of  any indemnification undertaking or bond, in the Company's discretion, by the
holder  to  the  Company  and,  in  the  case  of mutilation, upon surrender and
cancellation  of  the  Preferred Stock certificate(s), the Company shall execute
and  deliver  new  Series  C  Convertible Preferred Stock certificate(s) of like
tenor  and  date;  provided,  however,  the  Company  shall  not be obligated to
re-issue Series C Convertible Preferred Stock certificates if the holder thereof
contemporaneously  requests  the  Company to convert such shares of the Series C
Convertible  Preferred  Stock  into  the  Common  Stock.

     10.     Voting.  The  holders  of  the Series C Convertible Preferred Stock
             ------
shall  have  no voting rights on any matter submitted to the stockholders of the
Company  for  their  vote,  waiver, release or other action, or be considered in
connection  with  the  establishment  of  a  quorum,  except as may otherwise be
expressly provided herein or required by law or by the applicable stock exchange
rules.

     The  Resolution  was duly adopted by all of the directors of the Company as
required  by  Section  151  of  the  Delaware  General  Corporation  Law.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Certificate of
Amendment,  Preferences  and  Rights  on  behalf of the Company this 22th day of
July,  2005.

                                    CHARYS HOLDING COMPANY, INC.


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


                                        5
<PAGE>
                                  ATTACHMENT A
                          CHARYS HOLDING COMPANY, INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing Series C Convertible Preferred Stock of Charys Holding
Company,  Inc., the undersigned hereby elects to convert the number of shares of
Series  C  Convertible  Preferred  Stock,  par value $0.001 per share, of Charys
Holding  Company, Inc. (the "Company") indicated below into shares of the common
stock,  par  value  $0.001  per  share  (the "Common Stock"), of the Company, by
tendering  the  stock  certificate(s)  representing the share(s) of the Series C
Convertible  Preferred  Stock  hereinafter  described  as  of the date specified
below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned  upon  conversion  of  shares  of the Series C Convertible Preferred
Stock  may  not  be  sold, pledged, hypothecated or otherwise transferred unless
such securities are registered under the Securities Act of 1933, as amended, and
any  other  applicable securities law, or the Company has received an opinion of
counsel  satisfactory  to  it  that  registration  is  not required. A legend in
substantially  the  following  form  will be placed on any certificates or other
documents  evidencing  the  securities  to  be issued upon any conversion of the
shares  of  the  Series  C  Convertible  Preferred  Stock:

          THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR
          DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
          BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
          AMENDED,  OR  THE  SECURITIES  LAW OF ANY STATE WITHOUT
          SUCH  REGISTRATION,  SUCH  SECURITIES  MAY NOT BE SOLD,
          PLEDGED,  HYPOTHECATED  OR OTHERWISE TRANSFERRED EXCEPT
          UPON  DELIVERY  TO THE COMPANY OF AN OPINION OF COUNSEL
          SATISFACTORY  TO  THE  COMPANY THAT REGISTRATION IS NOT
          REQUIRED  FOR  SUCH  TRANSFER  OR THE SUBMISSION TO THE
          COMPANY  OF  SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY
          TO  THE  COMPANY  TO  THE EFFECT THAT ANY SUCH TRANSFER
          SHALL  NOT  BE  IN  VIOLATION  OF THE SECURITIES ACT OF
          1933,  AS  AMENDED, THE SECURITIES LAW OF ANY STATE, OR
          ANY  RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

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

Number  of  shares  of the Series C Convertible Preferred Stock to be converted:

----------------------------------

Stock  certificate  no(s),  of  the shares of the Series C Convertible Preferred
Stock  to  be  converted:

----------------------------------

Conversion Rate:
                   ----------------------------

Number of shares of the Common Stock to be issued:

----------------------------------

Name in which shares of the Common Stock are to be issued:

----------------------------------

----------------------------------
Signature


----------------------------------
Printed Name and Address


<PAGE>
                                    EXHIBIT E

Georgia Net - Business Information Page                              Page 1 of 1

 [GRAPHIC OMITTED]            GEORGIA SECRETARY OF STATE
    CATHY COX                    CORPORATIONS DIVISION
SECRETARY OF STATE               SUITE 315, WEST TOWER
 STATE OF GEORGIA           2 MARTIN LUTHER KING JR., DRIVE
                               ATLANTA, GEORGIA 30334-1530
                                    (404) 656-2817

                                                                  WARREN H. RARY
                                                                     DIRECTOR




                                               CONTROL NUMBER       : 0429661
                                               DATE INC/AUTH/FILED  : 05/11/2004
                                               JURISDICTION         : MINNESOTA
                                               PRINT DATE           : 12/02/2005
                                               FORM NUMBER          : 220




                            BUSINESS INFORMATION PRINTOUT

This  information  is  provided  without  certification  from  the  business
registration  database maintained by the Secretary of State as of the print date
on  the  following  entity.

                          SPIDERBOY INTERNATIONAL, INC.
                            A FOREIGN PROFIT COMPANY

ADDRESS:
1117 PERIMETER CTR.WEST,#N415
ATLANTA , GA 30327

CEO:                                           CFO:
BILLY V. RAY, JR.                              RAYMOND J. SMITH
SEC:                                           REGISTERED AGENT & OFFICE:
BILLY V. RAY, JR.                              BILLY V. RAY, JR.
                                               1117 PERIMETER CTR.WEST,#N415
                                               ATLANTA , GA 30327
Date of last annual registration                   : 06/14/2005
Status                                             : ACTIVE/COMPLIANCE
Status Date                                        : 05/19/2004


<PAGE>
                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "Agreement") is made this ___ day of ____, 2005
                                  ---------
(the  "Closing  Date")  by  and  among  BILLY V. RAY, JR. ("Depositor"); for the
       -------------                                        ---------
benefit  of ROCK CREEK EQUITY HOLDINGS, LLC, a Georgia limited liability company
(the  "Recipient"),  CHARYS  HOLDING  COMPANY, INC., a Delaware corporation (the
       ---------
"Company")  and  SUNTRUST  BANK,  a Georgia banking corporation, as Escrow Agent
 -------
hereunder  ("Escrow Agent"). Capitalized terms used but not otherwise defined in
             ------------
this  Agreement  shall  have the meanings ascribed to such terms in the Purchase
Agreement  (as  defined  below).

                                   BACKGROUND:
                                   -----------

     WHEREAS,  Depositor  owns  50,000  shares  of the Series A Preferred Stock,
$0.001  par  value  (the  "SHARES"), of the Company which are subject to certain
earn  out  provisions  contained  in  Section 1.4 of that certain Stock Purchase
Agreement  by  and  among Depositor, Recipient, Company and Method, IQ, Inc., of
even  date  herewith  (the  "Purchase  Agreement").
                             -------------------

     WHEREAS,  in  order  to  establish  the  escrow of Shares and to effect the
provisions  of  this  Agreement,  Depositor, Company, Recipient and Escrow Agent
expressly  execute  and  enter into this Agreement for the purpose of setting up
and  establishing  the  arrangement  set  forth  and  described  in  this Escrow
Agreement;

     WHEREAS,  the  Parties  desire that the Escrow Agent act as escrow agent in
accordance with the terms hereof, and the Escrow Agent is willing to act in such
capacity.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of which are hereby acknowledged by Depositor, Company Escrow Agent
and Recipient, for themselves, their successors and assigns, Depositor, Company,
Recipient  and  Escrow  Agent  acknowledge and agree that they have entered into
this  Agreement  intending  to  be  legally  bound  thereby.

     NOW,  THEREFORE,  FOR  AND  IN  CONSIDERATION  of  the premises, the mutual
promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  hereby  agree  as  follows:

     1.     Escrow  Agent Appointment.  The Depositor, Company and the Recipient
            -------------------------
hereby  appoint  and designate Escrow Agent as the escrow agent to receive, hold
and  distribute  the Shares in accordance with the terms of this Agreement.  The
Escrow  Agent hereby accepts such appointment and agrees to hold, administer and
distribute  the  Shares  and  any  dividends  or  other amounts received thereon
(together  with  the Shares, the "Escrow Items") in accordance with the terms of
                                  ------------
this  Agreement.  The  Escrow Agent shall have no obligation or responsibilities
in  connection with the Purchase Agreement or any other agreement between any of
the  parties  to  the  Purchase  Agreement,  other  than  obligations  or
responsibilities  arising  under  this  Agreement.

     2.     Establishment  of  Escrow.  Immediately  following  the execution of
            -------------------------
this  Agreement  at  the Closing, (a) certificates evidencing the Shares and (b)
stock  powers executed in blank naming the Escrow Agent as attorney-in-fact with
the  ability  to  transfer  the  Shares  to


<PAGE>
Recipient  (the  "Escrow  Documents")  will be delivered by the Depositor to the
                  -----------------
Escrow  Agent.  The  Escrow  Agent  hereby  agrees,  upon  receipt of the Escrow
Documents,  to  act  as  escrow  agent and to hold, safeguard and distribute the
Escrow  Items  pursuant  to  the  terms and conditions hereof.  The Escrow Items
shall  be  held  for the benefit of the Recipient and the Depositor.  The Escrow
Agent  shall  have  no  obligation to invest any cash dividends or other amounts
received  on  the  Shares  during  the  term  hereof.  During  the  term of this
Agreement,  the  Company  shall  deposit with the Escrow Agent, any dividends or
other  distributions  payable  with respect to the Shares and such amounts shall
thereafter  be  deemed  Escrow  Items.

     3.     Reserved.
            ---------

     4.     Tax  Treatment.  The  Parties  agree  that  the  Depositor  shall be
            --------------
treated  as  the  owner  of  the  Escrow  Items for federal and state income tax
purposes  and that the Depositor shall include in taxable income the earnings on
the  Escrow Items, except to the extent that Escrow Items are distributed to the
Recipient  pursuant  to  Section  5.  Notwithstanding  anything  to the contrary
herein  provided,  the  Escrow  Agent  shall have no duty to prepare or file any
federal  or  state  tax report or return with respect to the Escrow Items or any
income  earned  thereon.

     5.     Distribution  of  Escrow  Items.
            -------------------------------

          (a)     Distributions.  Prior  to  any  transfer  of the Escrow Items,
                  -------------
Recipient  shall  deliver  to  Depositor  and  Escrow  Agent  the written notice
regarding  allocation  of  the Earn Out Equity, as described in Section 1.4.2 of
the  Purchase  Agreement (the "Notice"). Any Notice shall specifically state the
number of Shares to be released to Recipient as a result of such allocation. The
Escrow  Agent  will, within five (5) business days of the receipt of any Notice,
(i) execute and deliver to the Company a stock power transferring such Shares to
Recipient  along  with the original stock certificate or certificates evidencing
such  Shares  and  (ii) will also transfer any  cash dividends or other payments
allocated  thereto,  as  and to the extent specifically set forth in the Notice,
directly  to Recipient.  The Company will then, within five (5) business days of
receipt  of such stock power, deliver a stock certificate evidencing such Shares
to Recipient and will re-issue a new stock certificate (together with additional
blank  stock  powers,  if  necessary)  for  the  remaining Shares in the name of
Depositor and deliver such new stock certificate to the Escrow Agent. The Escrow
Agent  shall  be entitled to rely conclusively, and without inquiry (i) that any
instrument furnished to the Escrow Agent which purports to be a Notice, conforms
to  this  Agreement  or  the  Purchase Agreement and (ii) on the accuracy of all
calculations  set  forth in any Notice. The Escrow Agent will have no obligation
to  verify  that  the Earn Out Equity set forth in such Notice has actually been
earned  or  determine  whether  any  notice  confirms to the requirements of the
Purchase  Agreement.

          (b)     Payment Instructions.  All stock issuances to the Depositor or
                  --------------------
the  Recipient  shall be made to their respective addresses set forth herein and
any  distributions of cash dividends, or other cash distributions, shall be made
in  accordance  with  the respective wire transfer instructions of the Depositor
and the Recipient set forth on Exhibit A hereto.  The Escrow Agent shall have no
                               ---------
liability  with  respect  to the transfer or distribution of any Shares or funds
effected  by  the  Escrow  Agent  pursuant  to  wiring  or transfer instructions
provided  to the Escrow Agent by any party to this Agreement, to the extent that
such  transfers or distributions are otherwise made in accordance with the terms
of  this  Agreement.


                                        2
<PAGE>
     6.     Termination  of  Escrow.  The  escrow  provided  for hereunder shall
            -----------------------
terminate  upon  the  earlier  to  occur  of  the  following:

          (a)     Upon  the  mutual  written  consent  of  the Depositor and the
Recipient  (written notice of which shall be given jointly to the Escrow Agent);

          (b)     Upon  the  distribution of all of the Escrow Items pursuant to
Section  5  of  this  Agreement  to  the  Recipient;  or

          (c)     Upon  the  date  which is twenty one (21) months from the date
hereof.  If the escrow is terminated pursuant to this subsection (c), all Escrow
Items  held  as  of  such  date  by  the  Escrow  Agent shall be returned to the
Depositor.

     7.     Escrow Agent.  In performing its duties under this Agreement or upon
            ------------
the claimed failure to perform its duties hereunder, the Escrow Agent shall have
no  liability  except  for  the  Escrow  Agent's  willful  misconduct  or  gross
negligence.  The Escrow Agent's sole responsibility shall be for the safekeeping
and  distributions  of  the  Escrow  Items  in accordance with the terms of this
Agreement.  The  Escrow  Agent  shall  have no implied duties or obligations and
shall  not  be  charged with knowledge or notice of any fact or circumstance not
specifically  set forth herein or in any notice given to it under this Agreement
in  accordance  with  Section  13 hereof.  The Escrow Agent shall be entitled to
rely  upon  and  shall  be  protected  in acting upon any request, instructions,
statement  or  other  instrument, not only as to its due execution, validity and
effectiveness,  but  also  as  to  the  truth  and  accuracy  of any information
contained  therein,  which  the  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 to conform to the provisions of this Agreement.  In no event
shall  the  Escrow  Agent  be  liable  for  incidental,  indirect,  special,
consequential  or  punitive damages.  The Escrow Agent shall not be obligated to
take  any  legal  action  or  to  commence any proceeding in connection with the
Escrow  Items,  any  account  in  which  the  Escrow  Items is deposited or this
Agreement,  or  to  appear  in,  prosecute  or  defend  any such legal action or
proceedings.  The  Escrow  Agent may consult legal counsel selected by it in the
event of any dispute or question as to the construction of any of the provisions
hereof  or of any other agreement or of its duties hereunder, and shall incur no
liability  and  shall be fully protected from any liability whatsoever in acting
in  accordance with the advice of such counsel.  The Depositor and the Recipient
jointly  and  severally  agree to pay, promptly upon demand, the reasonable fees
and  expenses  of  any  such  counsel;  provided,  however,  solely  as  between
themselves,  the  Depositor  and the Recipient agree that such fees and expenses
shall  be  borne  equally  between  the  Depositor,  on  the  one  hand, and the
Recipient,  on  the  other  hand,  and  that,  if either such Party shall become
obligated to pay more than its share of such fees and expenses, such Party shall
have  a right of contribution from the other Party with respect to any such fees
and expenses paid by that Party.  The Escrow Agent shall not be required to take
notice  of  and shall have no obligations or responsibilities in connection with
the  Purchase Agreement, or any other agreement between any other parties to the
Purchase  Agreement,  other  than  this  Agreement.

     8.     Indemnification.  From  and  at  all  times  after  the date of this
            ---------------
Agreement, the Depositor and the Recipient, jointly and severally, shall, to the
fullest extent permitted by law and to the extent provided herein, indemnify and
hold  harmless  the  Escrow  Agent  and  each


                                        3
<PAGE>
director,  officer,  employee, attorney, agent and affiliate of the 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 attorneys'
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 directly or indirectly from or in any
way  relating  to  any  claim, demand, suit, action or proceeding (including any
inquiry  or  investigation)  by  any  person,  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 transactions
contemplated herein, whether or not any such Indemnified Party is a party to any
such  action,  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 any liability 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  Depositor and the Recipient in
writing,  and such Indemnified Party shall assume the defense thereof, including
the  employment  of  counsel;  provided,  however,  that  such  counsel shall be
reasonably  acceptable to the Depositor and the Recipient, and the Depositor and
the  Recipient  shall be responsible for the reasonable expenses of such counsel
referred  to  in the foregoing sentence (except to the extent that the liability
of  such  Indemnified  Party  is  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, in which case the
Depositor and the Recipient shall not be responsible for such expenses and shall
be  reimbursed  by  the Indemnified Party to the extent that they had previously
paid such expenses).  All such fees and expenses payable by the Depositor or the
Recipient  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.  All  of  the  foregoing  losses,  damages,  costs  and  expenses  of the
Indemnified  Parties  shall  be  payable by the Depositor and the Recipient upon
demand  by  such  Indemnified  Party.  The  obligations of the Depositor and the
Recipient  under  this Section 8 shall survive any termination of this Agreement
and  the  resignation  or  removal  of  the  Escrow  Agent.

     The  Parties  agree  that  neither  the  payment  by  the  Depositor or the
Recipient of any claim by the Escrow Agent for indemnification hereunder nor the
disbursement of any amounts to the Escrow Agent from the Escrow Items in respect
of  a claim by the Escrow Agent for indemnification shall impair, limit, modify,
or affect, as between the Depositor and the Recipient, the respective rights and
obligations  of  the Recipient, on the one hand, and the Depositor, on the other
hand,  under  this  Agreement  or the Purchase Agreement.  The Recipient and the
Depositor  agree solely among themselves that any obligation for indemnification
under  this  Section  8  shall  be  borne  by the Recipient and the Depositor in
proportion  to  the Recipient' and the Depositor's respective responsibility, if
any, of such loss, damage, liability, cost or expense for which the Escrow Agent
is  entitled  to  indemnification,  the  causation  to  be  determined by mutual
agreement,  arbitration (if both the Depositor and the Recipient' Representative
agree  in writing to submit the dispute to arbitration) or litigation; provided,
however,  that  if  no such Party is determined to be responsible for such loss,
damage,  liability,


                                        4
<PAGE>
cost  or  expense, any obligation for indemnification under this Section 8 shall
be  borne  equally between the Depositor, on the one hand, and the Recipient, on
the  other  hand.

     9.     Disputes.  If,  at  any  time,  there  shall  exist any dispute with
            --------
respect  to the holding or disposition of any portion of the Escrow Items or any
other  obligations  of  the Escrow Agent hereunder, or if at any time the Escrow
Agent  is  unable  to  determine,  to  the Escrow Agent's sole satisfaction, the
proper  disposition  of  any  portion  of the Escrow Items or the Escrow Agent's
proper  actions  with  respect to its obligations hereunder, or if the Depositor
and  the  Recipient have not, within thirty (30) calendar days of the furnishing
by  the  Escrow  Agent  of a notice of resignation pursuant to Section 10 below,
appointed  a successor escrow agent to act hereunder, then the Escrow Agent may,
in  its  sole  discretion,  take  any  or  all  of  the  following  actions:

          (a)     suspend  the  performance of any of its obligations under this
Agreement  until  such  dispute  or  uncertainty  shall  be resolved to the sole
satisfaction  of  the  Escrow Agent or until a successor escrow agent shall have
been  appointed  (as  the  case  may  be)  as  evidenced by written instructions
executed  by  the  Depositor  and  the  Recipient;

          (b)     petition  (by  means  of  an  interpleader action or any other
appropriate  method)  any  court  of  competent  jurisdiction  in  Georgia,  for
instructions  with  respect  to  such  dispute  or  uncertainty;  or

          (c)     pay  into  or deposit with any court of competent jurisdiction
in  Georgia  all  disputed  escrow  amounts  held  by it in the Escrow Items for
holding  and  disposition  in accordance with the instructions of such court and
thereupon  the  Escrow  Agent shall be discharged from all further duties as the
Escrow  Agent  hereunder.

     The  Escrow Agent shall have no liability to the Depositor or the Recipient
or  any  other  person  with  respect  to  any such suspension of performance or
disbursement into court, specifically including any 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 Items or any delay in or with respect
to  any  other  action  required  or  requested  of  the  Escrow  Agent.

     10.     Resignation  of Escrow Agent.  The Escrow Agent may resign from the
             ----------------------------
performance  of  its  duties  hereunder  at any time by giving at least ten (10)
Business Days' prior written notice to the Depositor and the Recipient or may be
removed,  with  or  without  cause,  by  the Depositor and the Recipient, acting
jointly,  at  any  time  by  the giving of ten (10) Business Days' prior written
notice  to the Escrow Agent.  Such resignation or removal shall take effect upon
the  appointment  of a successor escrow agent as provided herein.  Upon any such
notice  of  resignation  or  removal,  the  Depositor  and the Recipient, acting
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 $100,000,000, unless otherwise agreed by the
Depositor and the Recipient as evidenced by written instructions executed by the
Depositor  and the Recipient.  Upon the acceptance in writing of any appointment
as the 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 Agreement,
but  shall  not  be  discharged  from  any  liability  for  actions taken as the


                                        5
<PAGE>
Escrow  Agent  hereunder  prior  to  such succession.  After any retiring Escrow
Agent's  resignation or removal, the provisions of this Agreement shall inure to
its  benefit  as  to any actions taken or omitted to be taken by it while it was
the Escrow Agent under this Agreement.  Notwithstanding anything to the contrary
herein,  if  the  Escrow  Agent  provides  notice of resignation and a successor
Escrow  Agent has not been appointed within forty-five (45) days thereafter, the
Escrow  Agent  shall be entitled to deliver all property held hereunder into the
registry  of  any  court  of  competent  jurisdiction in Georgia of all disputed
escrow  amounts  held  by  it in the Escrow Items for holding and disposition in
accordance with the terms of this Agreement and thereupon the Escrow Agent shall
be  discharged  from  all  further  duties  as  Escrow  Agent  hereunder.

     11.     Receipt.  By  its  execution  and  delivery  of this Agreement, the
             -------
Escrow  Agent  acknowledges  receipt  of  the  Escrow  Amount.

     12.     Fees.  The  Depositor and the Recipient shall compensate the Escrow
             ----
Agent  for  its  services hereunder in accordance with Exhibit B attached hereto
                                                       ---------
and,  in  addition,  shall  reimburse the Escrow Agent for all of its reasonable
out-of-pocket  expenses,  including  attorneys'  fees, travel expenses, postage,
copying charges and the like (collectively, the "Fees"), in accordance with such
                                                 ----
Exhibit  B.  All  of the compensation and reimbursement obligations set forth in
----------
this  Section  12  shall  be  payable  upon demand by the Escrow Agent and, with
respect  to  the  Escrow  Agent,  shall be a joint and several obligation of the
Depositor  and  the  Recipient.  The  Depositor  and the Recipient agree, solely
among  themselves,  that  the  Fees  shall be borne by the Depositor, and if any
Seller  shall  pay  any  of  such  Fees,  such  Seller  shall  have  a  right of
reimbursement  from the Depositor with respect to Fees paid by such Seller.  The
obligations  of  the  Depositor  and  the  Recipient under this Section 12 shall
survive  any termination of this Agreement and the resignation or removal of the
Escrow  Agent.

     13.     Notices.  All  notices,  communications  and  deliveries under this
             -------
Agreement will be made in writing signed by or on behalf of the party making the
same,  will  specify  the  Section  under this Agreement pursuant to which it is
given  or  being  made,  and will be delivered personally or sent by first class
registered  or  certified mail (return receipt requested), by facsimile (receipt
confirmed)  or  by  a  national  overnight  courier service, in each case to the
appropriate  addresses  set forth below (or to such other address as a party may
designate  by  notice  to  the  other  parties):

          (a)     If to the Depositor:    Billy V. Ray, Jr.
                                          _____________________________
                                          _____________________________
                                          Facsimile:     (___) ___-____
                                          Telephone:     (___) ___-____


          (b)     If to the Recipient     Rock  Creek  Equity  Holdings,  LLC
                                          1750  Founders  Parkway,  Suite  180
                                          Alpharetta,  GA  30004
                                          Attention:  Jerry J. Harrison, Jr. and
                                                      Gregory  A.  Buchholz


                                        6
<PAGE>
                                          Facsimile:  (678) 507-1301
                                          Telephone:  (678) 507-1301

          (c)     If to Escrow Agent:     SunTrust Bank
                                          Corporate Trust Department
                                          25 Park Place, 24th Floor
                                          Atlanta, Georgia 30303-2900
                                          Attention: Olga G. Warren
                                          Facsimile: (404) 588-7335
                                          Telephone: (404) 588-7262

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

     14.     Exhibits.  The  Exhibits  to this Agreement are hereby incorporated
             --------
into  this  Agreement and are hereby made a part of this Agreement as if set out
in  full  in  this  Agreement.

     15.     Assignment;  Successors  in Interest.  No assignment or transfer by
             ------------------------------------
any  Party  of  such Party's rights and obligations under this Agreement will be
made except with the prior written consent of the other Parties.  This Agreement
will  be  binding  upon  and  will inure to the benefit of the Parties and their
respective  successors  and permitted assigns, and any reference to a Party will
also  be  a  reference  to  a  successor  or  permitted  assign.

     16.     Number;  Gender.  Whenever  the  context  so requires, the singular
             ---------------
number will include the plural and the plural will include the singular, and the
gender  of  any  pronoun  will  include  the  other  genders.

     17.     Captions.  The  titles and captions contained in this Agreement are
             --------
inserted in this Agreement only as a matter of convenience and for reference and
in  no  way define, limit, extend or describe the scope of this Agreement or the
intent  of  any  provision of this Agreement.  Unless otherwise specified to the
contrary,  all  references  to  Sections  are  references  to  Sections  of this
Agreement  and  all  references  to  Schedules  or  Exhibits  are  references to
Schedules  and  Exhibits,  respectively,  to  this  Agreement.

     18.     Controlling Law; Amendment.  This Agreement will be governed by and
             --------------------------
construed  and  enforced  in  accordance  with the internal laws of the State of
Georgia without reference to its choice of law rules.  This Agreement may not be
amended,  modified  or  supplemented except by written agreement of the parties.

     19.     Consent  to  Jurisdiction.  Each  of the parties hereby irrevocably
             -------------------------
consents  and  agrees  that any action, suit or proceeding arising in connection
with  any disagreement, dispute, controversy or claim arising out of or relating
to  this  Agreement  or  any  related  document (for purposes of this Section, a
"Legal  Dispute")  shall  be  brought  only to the exclusive jurisdiction of the
 --------------
courts  of  the  State  of Georgia or the federal courts located in the State of
Georgia.  The


                                        7
<PAGE>
Parties agree that, after a Legal Dispute is before a court as specified in this
Section  19 and during the pendency of such Legal Dispute before such court, all
actions,  suits  or  proceedings with respect to such Legal Dispute or any other
Legal  Dispute,  including, without limitation, any counterclaim, cross-claim or
interpleader,  shall  be  subject  to  the exclusive jurisdiction of such court.
Each of the Parties hereby waives, and agrees not to assert, as a defense in any
Legal  Dispute,  that  it  is  not  subject thereto or that such action, suit or
proceeding  may  not be brought or is not maintainable in such court or that its
property is exempt or immune from execution, that the action, suit or proceeding
is  brought  in  an  inconvenient forum or that the venue of the action, suit or
proceeding  is  improper.  Each  Party  irrevocably waives the right to trial by
jury.  Each Party agrees that a final judgment in any action, suit or proceeding
described  in  this  Section 19 after the expiration of any period permitted for
appeal  and  subject  to  any  stay during appeal shall be conclusive and may be
enforced  in  other jurisdictions by suit on the judgment or in any other manner
provided  by  applicable  laws.

     20.     Severability.  Any  provision of this Agreement which is prohibited
             ------------
or  unenforceable  in  any  jurisdiction  will,  as  to  such  jurisdiction,  be
ineffective  to  the  extent  of  such  prohibition  or unenforceability without
invalidating  the  remaining  provisions  of  this  Agreement,  and  any  such
prohibition  or  unenforceability  in  any  jurisdiction  will not invalidate or
render  unenforceable  such  provision in any other jurisdiction.  To the extent
permitted  by law, the Parties waive any provision of law which renders any such
provision  prohibited  or  unenforceable  in  any  respect.

     21.     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
counterparts,  each  of  which  will  be  deemed an original, and it will not be
necessary  in  making  proof of this Agreement or the terms of this Agreement to
produce  or  account  for  more  than  one  of  such  counterparts.

     22.     Waiver.  Any  agreement  on the part of a Party to any extension or
             ------
waiver  of any provision of this Agreement will be valid only if set forth in an
instrument  in  writing  signed on behalf of such Party.  A waiver by a Party of
the  performance  of  any  covenant,  agreement,  obligation,  condition,
representation  or  warranty  will  not  be  construed  as a waiver of any other
covenant,  agreement,  obligation,  condition,  representation  or  warranty.  A
waiver  by  any Party of the performance of any act will not constitute a waiver
of the performance of any other act or an identical act required to be performed
at  a  later  time.

     23.     Integration.  This Agreement and the documents executed pursuant to
             -----------
this  Agreement  supersede all negotiations, agreements and understandings among
the  parties  with  respect  to  the  subject  matter  of  this  Agreement.

     24.     Miscellaneous.  The  Escrow Agent does not have any interest in the
             -------------
Escrow Items deposited hereunder but is serving as escrow holder only and having
only possession thereof.  The Escrow Agent shall not have any responsibility for
the  payment  of  taxes  relating  to  the  Escrow  Items except with respect to
compensation  paid  to the Escrow Agent.  Any payments of income from the Escrow
Items  shall be subject to withholding regulations then in force with respect to
United  States  taxes.  Recipient  hereby  represents  that  its  Employer
Identification  Number  is  _________________.  The  Depositor hereby represents
that  its  Social Security Number is _____________.  The Employer Identification
Number  of  Recipient  and  the  Social


                                        8
<PAGE>
Security Number of the Depositor have been provided so that the Escrow Agent can
properly  complete  Form 1099 to indicate to which party interest was paid.  The
Recipient  and  the  Depositor will each provide the Escrow Agent with completed
W-9  forms  or  W-8 forms for non-resident alien certifications.  This paragraph
shall  survive  notwithstanding  any  termination  of  this  Agreement  or  the
resignation  or  removal  of the Escrow Agent.  Each Party hereby represents and
warrants  (i)  that  this  Agreement  has  been  duly  authorized,  executed and
delivered  by  it  or  on  its behalf, as applicable, and constitutes its legal,
valid  and  binding  obligation  and  (ii)  that  the  execution,  delivery  and
performance  of  this Agreement by the Parties does not and will not violate any
applicable  law  or  regulation.


                                        9
<PAGE>
     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  first  written  above.


"DEPOSITOR":                            "RECIPIENT":
 ---------                               ---------

BILLY V. RAY, JR.                       ROCK CREEK EQUITY HOLDINGS, LLC,
                                        a Georgia limited liability company

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


"ESCROW AGENT":                         "COMPANY":
 ------------

SUNTRUST BANK,                          CHARYS HOLDING COMPANY, INC.,
a Georgia banking corporation           a Delaware corporation

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




                      SIGNATURE PAGE FOR ESCROW AGREEMENT


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

                           WIRE TRANSFER INSTRUCTIONS


RECIPIENT:

Bank Name:
                    ------------------------------
Bank Address:
                    ------------------------------
Account #:
                    ------------------------------
ABA #:
                    ------------------------------
Credit to:
                    ------------------------------


DEPOSITOR:

Bank Name:
                    ------------------------------
Bank Address:
                    ------------------------------
Account #:
                    ------------------------------
ABA#:
                    ------------------------------


A-1
<PAGE>
                                    EXHIBIT B
                                    ---------

                                      FEES


The  annual  administration  fee  of  $_______  for  administering  this  Escrow
Agreement is payable in advance at the time of closing and if applicable will be
invoiced  each year to the appropriate party(ies) on the anniversary date of the
closing  of  the Escrow Agreement. Also, a one-time legal review fee of $____ is
payable  in  advance  at  the  time  of  closing.

Out  of  pocket expenses such as, but not limited to postage, courier, overnight
mail,  insurance,  money  wire  transfer,  long  distance  telephone  charges,
facsimile,  stationery,  travel,  legal  or  accounting, and other out of pocket
costs,  will  be  billed  at  cost  and  shall  be  promptly  paid.

These  fees do not include extraordinary services which will be priced according
to  time  and  scope  of  duties  and shall be promptly paid.  The fees shall be
deemed  earned in full upon receipt by the Escrow Agent, and no portion shall be
refundable  for  any  reason,  including  without limitation, termination of the
Escrow  Agreement.

It  is acknowledged that the schedule of fees shown above are acceptable for the
services  mutually  agreed  upon.

Note:  This  fee  schedule is based on the understanding that the escrowed funds
will be invested in SunTrust's cash sweep account, The STI Classic U.S. Treasury
Securities  Money  Market  Fund.


                                      B-1
<PAGE>
                                VOTING AGREEMENT
                                  FOR SHARES IN
                          CHARYS HOLDING COMPANY, INC.

     THIS VOTING AGREEMENT (this "Agreement") is entered into by and among Billy
V.  Ray,  Jr.  (the  "Representative")  and Rock Creek Equity Holdings, LLC (the
"Shareholder")  this  __  day  of  December,  2005.

     WHEREAS,  the  Shareholder  may,  pursuant  to  that certain Stock Purchase
Agreement  of  even  date  herewith, acquire up to 50,000 shares of the Series A
Preferred  Stock,  $0.001  par value. (the "Shares") of Charys Holdings Company,
Inc,  a  Delaware  corporation  (the  "Company");

     WHEREAS,  in  order  to  secure  continuity  and  stability  of  policy and
management  of the Company by the consolidation of voting power, the Shareholder
deem it in their respective best interests to appoint the Representative to vote
any  of  the  Shares  it  acquires for all matters upon the terms and conditions
hereinafter  set  forth;  and

     WHEREAS,  the Representative is willing to act on behalf of the Shareholder
as  voting  representative  on  the  terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  is  hereby acknowledged, it is hereby agreed as follows:

     1.     APPOINTMENT  OF  VOTING  REPRESENTATIVE.  The  Shareholder  hereby
            ---------------------------------------
appoints  the  Representative,  and  the  Representative hereby agrees to act on
behalf of the Shareholder, as voting representative of the Shares upon the terms
and  conditions  hereinafter  set  forth.  Further,  the Shareholder does hereby
appoint and constitute Representative as its true and lawful attorney, with full
power  of  substitution  in  writing  from  time  to time, to attend any and all
meetings,  whether  regular  or special, of the shareholders of the Company, and
any  and all adjournments of any said meetings, then and there to vote on behalf
of  the  Shareholder  and  in  their  name,  place and stead, as their proxy and
representative, the number of votes with respect to the Shares which Shareholder
would be entitled to cast if actually present.  This appointment is with respect
to  the Shares, and any additional shares acquired pursuant to a dividend, stock
split  or  other similar recapitalization event with respect to the Shares, only
and  not  with  respect  to any other shares of the Company's capital stock that
Shareholder  may  from  time  to  time  own.

     2.     POWER  AND  RIGHTS  OF  THE REPRESENTATIVE.  During the term of this
            ------------------------------------------
Agreement  and  any  extension  thereof, the Representative shall possess and be
entitled  to  exercise  in  person  or  by nominee or proxy, with respect to all
Shares, the right to vote thereon for every purpose and to consent to or dissent
from  any  corporate  act of the Company as though he were the absolute owner of
said  stock, including but not limited to the right to vote upon the election of
directors,  the  sale,  mortgage,  lease,  pledge  or  disposition of all or any
portion  of  the  property assets of the Company, and the merger, consolidation,
reorganization,  recapitalization,  dissolution  or  liquidation of the Company.


<PAGE>
     3.     CONSTRUCTION  OF  AGREEMENT  BY  REPRESENTATIVE.  The Representative
            -----------------------------------------------
shall  be  fully  authorized  and  empowered to construe this Agreement, and his
construction  of  this  Agreement,  if  made  in  good  faith,  shall  be final,
conclusive  and  binding  upon  all the Shareholders and on all other interested
parties.

     4.     LIABILITY  OF  REPRESENTATIVE.  The Representative shall be entitled
            -----------------------------
to  indemnity  from  the  Shareholder  against  any  and all costs, expenses and
liabilities  incurred  by the Representative in connection with, or relating to,
the  discharge  of  his  duties  hereunder  in  accordance  with  the  terms and
conditions  hereof.  The  Representative  shall  not be liable for any action or
failure  to  act  by  him  in  his  capacity as voting representative hereunder,
provided  that  such  action  or  failure  to  act  does  not  amount to willful
misconduct,  it  being  hereby  agreed,  without  limiting the generality of the
foregoing,  that:

          (a)     in  voting  the  Shares, the Representative shall exercise his
best  judgment  to  the  end  that  the affairs of the Company shall be properly
managed, but the Representative shall not be personally responsible with respect
to  any action taken pursuant to his vote so cast in any matter or act committed
or  omitted  to  be  done under this Agreement, provided that such commission or
omission  does  not  amount  to  willful  misconduct  on  his  part;

          (b)     the  duties  and  obligations  of  the Representative shall be
determined  solely  by  the  express provisions of this Agreement and no implied
covenants  or  obligations  shall  be  read  into  this  Agreement  against  the
Representative;  and

          (c)     the Representative shall not be liable for any action taken or
omitted  by him in good faith and believed by him to be authorized or within the
discretion  or  rights  or  powers  conferred  upon  him  by  this  Agreement.

     5.     COMPENSATION OF REPRESENTATIVE.  The Representative shall receive no
            ------------------------------
compensation  for  his  services  as  voting  representative.

     6.     RESIGNATION  OF  REPRESENTATIVE.  The Representative may at any time
            -------------------------------
resign  by  delivering  to  the  Shareholder  and the Company his resignation in
writing,  to take effect ten (10) days thereafter, unless sooner accepted by the
Shareholder  and  the  Company.  In the event of the death, resignation or other
legal  incapacity of the originally named Representative during the term hereof,
then  this Agreement shall terminate and the Shareholder shall regain its voting
rights  with  respect  to  the  Shares.

     7.     BOND  OR  SECURITY  NOT  REQUIRED.  The  Representative shall not be
            ---------------------------------
required to give any bond or security for the discharge of his duties hereunder.

     8.     TERM  AND  TERMINATION.   This  Agreement  shall  terminate  on  the
            ----------------------
earlier to occur of (a) the date that the Representative no longer owns at least
25% of all of the issued and outstanding Series A Preferred Stock of the Company
or  (b)  [FIVE  (5)]  years  after  the  date  hereof, without any action by the
Representative  or  any  other  parties.  This Agreement may be terminated at an
earlier  date  upon the receipt by the Company of written consent to termination
duly  executed  by  the  Representative.


                                        2
<PAGE>
     9.     DEPOSIT  AT  REGISTERED  OFFICE.  An  executed  counterpart  of this
            -------------------------------
Agreement and of every agreement supplemental hereto and amendatory hereof shall
be  deposited  at  the registered office of the Company in the State of Georgia,
which  counterpart  shall be subject to inspection at any reasonable time by any
shareholder  of  the  Company,  or  the  Shareholder,  in  person or by agent or
attorney.

     10.     GENERAL  PROVISIONS.
             -------------------

          (a)     Amendment.  This Agreement may be amended from time to time in
                  ---------
any  and  every  particular by the consent in writing of the Shareholder and the
Representative.

          (b)     Successor  to  Company.  Wherever  used in this Agreement, the
                  ----------------------
term  "Company", for the purposes of this Agreement, shall include any successor
corporation  or  corporations  of  the  Company.

          (c)     Binding Effect.  All of the provisions of this Agreement shall
                  --------------
be  binding  upon  and  shall  inure  to  the  benefit  of  the  heirs, personal
representatives  legal  representatives,  successors  and  assigns  of  the
Shareholders  hereto.

          (d)     Invalid  Provisions; Severability.  The invalidity, illegality
                  ---------------------------------
or unenforceability of any provision hereof in any jurisdiction whatsoever shall
not  affect, invalidate or render illegal or unenforceable this Agreement or the
remaining  provisions  hereof,  all  of  which  shall continue in full force and
effect.

          (e)     Governing  Law.  This  Agreement  shall  be  governed  by, and
                  --------------
construed  in  accordance  with,  the  laws  of  the  State  of  Georgia.

          (f)     Gender.  Wherever  in  this  Agreement  reference is made to a
                  ------
Representative  or  Shareholder  in the singular, plural, masculine, feminine or
neuter form, such reference shall apply with like force and effect as though the
proper  form  in  the  context  so  required  was  used.

          (g)     Counterparts.  This  Agreement  may be executed in one or more
                  ------------
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  and  the  same  instruments.

          (h)     Headings.  The  headings  and  captions  used  herein  are for
                  --------
convenience  only  and  constitute no part of this Agreement or understanding of
the  parties  hereto.

          (i)     Advice  of Counsel.  Each of the parties agrees and represents
                  ------------------
that  he has been represented by his own counsel with regard to the execution of
this  Agreement  or  that,  if  acting  without  counsel,  he  has  had adequate
opportunity  and  has  been  encouraged  to  seek and take the advice of his own
counsel  prior  to  the  execution  of  this  Agreement.

          (j)     Share  Certificate.  Each certificate representing shares held
                  ------------------
by  any  of  the  parties  to  this Agreement shall contain a statement that the
shares represented by the certificates are subject to the provisions of a Voting
Agreement.


                                        3
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of the date hereinabove set forth.


                                        REPRESENTATIVE:


                                        ----------------------------------------
                                        Billy  V.  Ray,  Jr.


                                        SHAREHOLDER:

                                        ROCK  CREEK  EQUITY  HOLDINGS,  LLC



                                        By:
                                           -------------------------------------
                                            Jerry  J.  Harrison, Jr., Manager


                                        4
<PAGE>
                 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT
                 ----------------------------------------------

     $5,250,000.00               Atlanta, Georgia              December __, 2005

     FOR  VALUE  RECEIVED,  Charys Holding Company, Inc., a Delaware corporation
("Maker"),  promises  to  pay to the order of Rock Creek Equity Holdings, LLC, a
Georgia  limited  liability  company  ("Holder  Agent")  and  J.  Alan Shaw (and
collectively  with  Holder  Agent, the "Holder"), the aggregate principal sum of
Five  Million  Two  Hundred Fifty Thousand Dollars and No Cents ($5,250,000.00),
with  interest on the unpaid principal balance thereof until paid at the rate of
five percent (5%) per annum.  The accrued interest shall be paid monthly, on the
first  business  day  of  such  month, beginning on January 2, 2006.  The entire
unpaid principal balance of this Note, plus all accrued but unpaid interest will
be paid upon (a) Maker's receipt of an equity of debt investment of no less than
$5,250,000.00  (the "Investment") or (b) if such Investment does not occur on or
before  February  1,  2006,  then  on  demand  by  Holder.

     Principal  and  interest  are  payable  at such place and in such manner as
Holder  Agent  may  designate  in  writing  from  time  to  time.

     As  security  for the payment of this Note, Maker hereby grants to Holder a
security interest in and assigns Maker's right, title and interest in and to all
of  the  capital  stock  of Method IQ, Inc. held by Maker (the "Shares") and the
other  collateral  more  particularly  set forth in the Pledge Agreement of even
date  herewith  by  Maker  in  favor  of  Holder.

     The  failure  of  Maker to make any payment of principal or interest within
five  (5)  days  of  the  date when due or demanded hereunder shall constitute a
"Default"  hereunder.  Upon  the  occurrence of a Default, Holder shall, without
notice  or  demand,  be  entitled  to  declare  any  and all of the indebtedness
represented by this Note to be immediately due and payable, thereby accelerating
and  maturing  such  indebtedness, and Holder may thereafter exercise any rights
available  to  Holder  by  operation  of  law.

     Any amounts due hereunder that are not paid on or before the date due shall
accrue  interest  at  the  rate  of ten percent (10%) per annum.  Failure of the
Holder  to  exercise any right hereunder, including without limitation the right
to  accelerate the maturity of the indebtedness hereunder, or indulgence granted
by  Holder  from  time  to time, shall in no event be considered a waiver of any
right  of  Holder or prevent Holder from exercising any of its rights hereunder.
In  case this Note is collected through an attorney at law, all reasonable costs
of  collection,  including  reasonable  attorney  fees,  shall be paid by Maker.

     Time is of the essence of this Note.

     Maker shall have the right to prepay all or any portion of any amounts due
hereunder at any time during the term of this Note, without penalty.


<PAGE>
     This  Note shall be governed by, and construed in accordance with, the laws
of  the  State  of  Georgia  and any action brought under the terms of this Note
shall  be  brought  in  the  courts  of  the  State  of  Georgia.

     IN WITNESS WHEREOF, Maker has executed this Note, as of the date first
above written.

                                        CHARYS HOLDING COMPANY, INC.

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

                                        Its:
                                            -------------------------------


                                        2
<PAGE>
                                PLEDGE AGREEMENT

          THIS  PLEDGE  AGREEMENT  (this  "Agreement"), dated as of December __,
                                           ---------
2005,  is  made  by  CHARYS  HOLDING  COMPANY,  INC.,  a  Delaware  corporation
("Pledgor"),  in  favor  of  ROCK  CREEK EQUITY HOLDINGS, LLC, a Georgia limited
  -------
liability company and J. ALAN SHAW, a South Carolina resident (collectively, the
"Lender").
 ------

                                R E C I T A L S:

          WHEREAS,  Pledgor  and  Lender  have  entered  into  a  Stock Purchase
Agreement  of  even  date herewith (the "Purchase Agreement"), pursuant to which
                                         -------- ---------
Pledge  has  purchased  all  of  the  outstanding common stock (the "Shares") of
                                                                     ------
Method  IQ,  Inc.  (the  "Corporation") from Lender (terms not otherwise defined
                          -----------
herein  shall  be  as  defined  in  the  Purchase  Agreement);  and

          WHEREAS,  Pledgor  has  paid part of the purchase price for the Shares
pursuant  to  a  Secured  Promissory  Note,  in the original principal amount of
$5,250,000.00, of even date herewith (the "Secured Note"), which note is secured
                                           ------- ----
by  the  Shares  (which  Shares,  together  with  (a)  any certificates or other
documents representing such Shares, (b) any other property or rights in property
pledged  to  Lender  pursuant  to  SECTION  2(A)  of this Agreement, and (c) any
additional  collateral  now  or  hereafter  pledged  to  Lender pursuant to this
Agreement,  are  collectively  referred  to  as  the  "Collateral");
                                                       ----------

          WHEREAS,  it  is  a  condition  to  the  effectiveness of the Purchase
Agreement  that Pledgor grant Lender a security interest in the Collateral under
the  Secured  Note  and  execute  this Pledge Agreement in connection therewith;

          NOW  THEREFORE,  in consideration of the premises, to induce Lender to
enter  into  the  Purchase  Agreement,  and  for  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  are acknowledged, the
parties  hereto  agree  as  follows:

          SECTION  1.  INDUCING  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF
                       ---------------------------------------------------------
PLEDGOR.  Pledgor  represents,  warrants  and  covenants  to  Lender as follows:
-------

          (a)     Pledgor  has  full  power  and  authority  and  legal right to
execute and deliver this Agreement and to pledge, hypothecate, assign, transfer,
set  over  and  deliver  the  Collateral,  all  as  provided  in this Agreement;

          (b)     This  Agreement  has  been  duly  authorized,  executed  and
delivered  by  Pledgor  and constitutes a legal, valid and binding obligation of
Pledgor,  enforceable  against  Pledgor  in accordance with its terms, except as
enforceability  may  be limited by applicable bankruptcy, insolvency, or similar
laws  affecting  the  enforcement of creditors' rights generally or by equitable
principles  relating  to  enforceability;

          (c)     Pledgor  is,  and  shall continue to be at all times, the sole
legal  and beneficial owner of the Collateral free and clear of any Liens, other
than  the  liens  created  under  the  Secured  Note  and  by  this  Agreement;


<PAGE>
          (d)     There are no outstanding options, warrants or other agreements
with  respect  to the Collateral, other than as set forth in this Agreement, the
Purchase  Agreement  and  other  documents  executed  in connection herewith and
therewith;

          (e)     Pledgor  is not and will not become a party to or otherwise be
bound by any agreement, other than this Agreement, which restricts in any manner
the rights of any present or future holder of any of the Collateral with respect
to  the  Collateral;

          (f)     No  consent  of  any  other  party not already obtained and no
consent,  authorization, approval or other action by, and no notice to or filing
or  registration with, any governmental authority is required for (i) the pledge
by  Pledgor  of  the Collateral pursuant to this Agreement or for the execution,
delivery  or  performance  of  this  Agreement  by Pledgor, (ii) the exercise by
Lender  of rights and remedies in respect of the Collateral provided for in this
Agreement (except as may be required in connection with such disposition by laws
affecting the offering and sale of securities generally) or (iii) the perfection
of  the  security  interests  granted  in  SECTION  2  of  this  Agreement;

          (g)     The  execution,  delivery and performance of this Agreement by
Pledgor  will  not  violate  any  provision  of any applicable law or regulation
(including,  without limitation, Regulations T, U or X of the Board of Governors
of  the Federal Reserve System) or of any order, judgment, writ, award or decree
of any court, arbitrator or governmental authority, domestic or foreign, binding
on  or  affecting  Pledgor or any of its assets or the certificate of formation,
the operating agreement or other creation or organizational documents of Pledgor
or  of  any mortgage, indenture, lease, contract, or other agreement, instrument
or undertaking to which Pledgor is a party or which is binding on Pledgor or any
of  its  assets,  and will not result in the creation or imposition of any Lien,
charge  or  encumbrance  on or security interest in any of the assets of Pledgor
except  as  contemplated  by  this  Agreement;

          (h)     Lender  has  and  shall  have  a  continuing  and  valid first
perfected  priority  security interest in the Collateral securing payment of the
Obligations  (as  defined in Section 2(a) below).  Pledgor shall defend Lender's
right,  title and security interest in and to the Collateral and the proceeds of
the  Collateral  against  claims  and  demands  of  all  persons  whatsoever;

          (i)     Pledgor  has  not  and  shall not perform any acts which would
prevent Lender from enforcing any of the terms and conditions of this Agreement;
and

          (j)     All  information  set  forth in this Agreement relating to the
Collateral  is  accurate and complete in all material respects as of the date of
this Agreement and as of each date that future Collateral is delivered to Lender
under  this  Agreement.

     All  of  the  representations  and  warranties made in this SECTION 1 shall
survive the execution and delivery of this Agreement and the extension of credit
by  Lender  to Borrowers and shall be deemed to be repeated and confirmed on the
date  of  the  granting  of  each  extension  of credit and each time additional
securities  or  property  become  subject  to  pledge  under  this  Agreement.


                                      -2-
<PAGE>
          SECTION  2.  PLEDGE;  DELIVERY  OF  COLLATERAL.
                       ---------------------------------

          (a)     As  security  for  the  prompt  and  complete  payment  and
performance  when due (whether at stated maturity, by acceleration or otherwise)
of  all  of  Pledgor's  obligations  under  this  Agreement and the Secured Note
(collectively,  the  "Obligations"), Pledgor hypothecates, transfers, sets over,
                      -----------
pledges,  assigns  and  grants  to  Lender  a  first  lien on and first security
interest  in,  and a right of setoff with respect to, the following, whether now
owned  or  hereafter  acquired  or  created:

               (i)     the  Shares,  any  additional shares of the Corporation's
     capital  stock at any time and from time to time acquired by Pledgor in any
     manner and all cash, securities, interest, dividends, distributions, rights
     and  other  property  at  any  time  and  from  time  to  time  declared or
     distributed  in  respect of, in exchange for, or attached to or issued with
     respect to, any or all of the Shares, any other shares of the Corporation's
     capital  stock  acquired  by  Pledgor  or  any  other  Collateral;

               (ii)     all  other  property  delivered  by  the  Corporation in
     substitution  for  or in addition to any of the foregoing, all certificates
     and  instruments  representing  or  evidencing  such property and all cash,
     securities,  interest,  dividends, distributions, rights and other property
     at any time and from time to time declared or distributed in respect of, in
     exchange  for  or  attached to or issued with respect to any or all of such
     property;  and

               (iii)     proceeds  of  the  foregoing;

           (b)     Pledgor shall concurrently with the execution and delivery of
this  Agreement,  deliver  to  Lender  all  of  the  now  existing  certificated
securities  comprising  Collateral,  if  any,  in  suitable form for transfer by
delivery  and accompanied by duly executed instruments of transfer, instructions
or  assignments  in blank (with any signatures appropriately guaranteed), all in
form  and  substance acceptable to Lender.  Lender shall maintain possession and
custody  of  the  Collateral  so  delivered.  After a Default (as defined in the
Secured  Note)  shall  have  occurred  or  be  continuing, in the event that any
Collateral  shall  at  any time consist of certificated securities, whether as a
result of this Agreement or otherwise, Lender shall be permitted to transfer all
or  any  part of such Collateral into the name of Lender or its nominee, with or
without  disclosing  that  such  Collateral  is subject to the lien and security
interest  under  this  Agreement,  and,  in furtherance of the foregoing Pledgor
shall,  at  the  time  any  Collateral shall consist of certificated securities,
deliver  to  Lender such duly executed instruments of transfer, instructions, or
assignments in blank (with any signatures appropriately guaranteed) with respect
to  such  Collateral,  all  in  form  and  substance  acceptable  to  Lender.

          (c)     Pledgor shall hold or cause to be held in trust for Lender and
upon  receipt thereof immediately deliver or cause to be delivered to Lender any
and  all  other  Collateral  acquired  by Pledgor or coming into its possession,
custody  or  control  after  the date of this Agreement; provided, however, that
Pledgor  shall  be  permitted to receive and retain cash distributions from each
Company  constituting  part  of  the  Collateral at any time when no Default has
occurred  and  is  continuing.  All such Collateral shall be accompanied by such
duly  executed  instruments  of  transfer, instructions, or assignments in blank
(with  any  signatures  appropriately guarantied) as Lender may request, in each
case  in  form  and  substance  acceptable  to  Lender.


                                      -3-
<PAGE>
          (d)     Any  cash delivered to Lender pursuant to this Agreement shall
be  held  by  Lender  as  cash  collateral  security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise)  of all Obligations.  Lender may at any time apply any or all of such
cash or cash collateral to the payment of any or all of the Obligations and upon
the  payment  in full of all Obligations any remaining such cash shall be turned
over  to  Pledgor.  Pending  such  application,  Lender  may  (but  shall not be
obligated  to)  invest  the  same in a savings account, under which deposits are
available  for immediate withdrawal, with a financial institution as Lender may,
in  its  sole  discretion  select.  Interest payable on any such savings account
described  in  the  foregoing sentence shall be collected by Lender and shall be
deposited  and  held  as  additional  cash  collateral  in such savings account.

          SECTION  3.  ADDITIONAL  AGREEMENTS.
                       ----------------------

          (a)     Pledgor  represents and warrants that Lender has and covenants
that  Lender  shall  have  at  all  times  a continuing and valid first priority
security interest in the Collateral securing the prompt and complete payment and
performance  of  the  Obligations.

          (b)     Pledgor  shall  not,  without  the  prior  written  consent of
Lender,  sell,  assign  or otherwise dispose of any of the Collateral except for
cash  distributions  received  by  Pledgor from each Company at any time when no
Default  has  occurred  and is continuing.  Pledgor shall not, without the prior
written  consent  of Lender, create or permit to exist any security interest in,
or  other encumbrance on, the Collateral, except the security interests in favor
of  Lender.

          (c)     Pledgor  authorizes  Lender  to  file  a  financing  statement
describing  the  Collateral  and  authorizes  Lender  to describe the Collateral
generally  in  a  financing  statement.

          SECTION  4.  VOTING  RIGHTS.  After  the  occurrence  and  during  the
                       --------------
continuance  of  a  Default, all rights of Pledgor to vote, consent and exercise
voting  and  other  consensual rights with respect to the Collateral shall, upon
notice  from  Lender  to  Pledgor, become vested in Lender which shall thereupon
have  the  sole  right to exercise such rights.  At any time other than upon the
occurrence and during the continuance of a Default, Pledgor shall be entitled to
vote,  consent  and  exercise  any  and  all  voting and other consensual rights
pertaining  to the Collateral or any part thereof in any manner not inconsistent
with  this  Agreement.  Pledgor  hereby grants to Lender an irrevocable proxy to
vote the Collateral, which proxy shall be effective immediately upon the sending
of  notice as aforesaid and shall be deemed coupled with an interest.  After the
occurrence and during the continuance of a Default, Pledgor agrees to deliver to
Lender  such  further  evidence  of  such  irrevocable  proxy  or  such  further
irrevocable  proxies  to  vote  the  Collateral  as  Lender  may  request.

          SECTION  5.  FURTHER ASSURANCES.  At any time and from time to time at
                       ------------------
the  reasonable  request  of  Lender,  at  the sole cost and expense of Pledgor,
Pledgor  shall  promptly  execute  and  deliver  all  further  instruments  and
documents,  and  take  all  further  action  (including  without  limitation the
furnishing and filing of Uniform Commercial Code financing statements), that may
be  necessary  or desirable, or that Lender may request, in order to perfect and
protect  any security interest granted by Pledgor to Lender under this Agreement
or to enable Lender to exercise and enforce its rights and remedies with respect
to  any  Collateral  under  this  Agreement.


                                      -4-
<PAGE>
          SECTION  6.  LENDER APPOINTED ATTORNEY-IN-FACT.  Pledgor appoints Rock
                       ---------------------------------
Creek  Equity  Holdings,  LLC  (the  "Lender Agent") and any officer or agent of
                                      ------ -----
Lender  Agent as Pledgor's attorney-in-fact, with full power of substitution and
full  authority  in the place and stead of Pledgor and in the name of Pledgor or
otherwise,  from time to time in Lender Agent's discretion to, if Pledgor fails,
after  reasonable  request  by Lender, to do so if required under this Agreement
and  in any event upon the occurrence and during the continuance of any Default,
take  any  action  and  to  execute  any  instrument  which such Person may deem
necessary  or advisable to accomplish the purposes of this Agreement, including,
without limitation, to receive, endorse and collect all instruments made payable
to  Pledgor  representing  any  Collateral  or  any  cash, securities, interest,
dividends,  distributions  or other property in respect of the Collateral or any
part  thereof  and  to  give  full discharge for the same and to arrange for the
transfer  of  the  Collateral pursuant to SECTION 9, except as may be limited by
applicable  law.  This  power  of  attorney  created  under  this Section, being
coupled  with  an interest, shall be irrevocable for the term of this Agreement.

          SECTION 7.  REASONABLE CARE.  Lender shall exercise reasonable care in
                      ---------------
the  custody  of  the Collateral but otherwise shall not be liable for any acts,
omissions,  errors  of  judgment,  or mistakes of fact or law, including without
limitation,  acts, omissions, errors or mistakes with respect to the Collateral,
but specifically not including acts of gross negligence or willful misconduct by
Lender.  Pledgor represents to Lender that Pledgor has made its own arrangements
for  keeping  informed of changes or potential changes affecting the Collateral,
and  Pledgor  agrees  that  Lender shall have no responsibility or liability for
informing  Pledgor  of  any  such changes or potential changes or for taking any
action  or  omitting  to  take  any action with respect to such matters.  Lender
shall  be  deemed  to  have  exercised  reasonable  care  in  the  custody  and
preservation  of  the Collateral in its possession if the Collateral is accorded
treatment  substantially  equal to that which Lender accords securities held for
its  own  account,  it  being  understood  that  Lender  shall  not  have  any
responsibility under any circumstances whatsoever for taking any necessary steps
to  preserve  rights  against  any prior parties with respect to any Collateral.
Lender  shall further be deemed to have exercised reasonable care in the custody
and  preservation  of  any  of the Collateral in its possession if it takes such
action  for that purpose as Pledgor shall request in writing, but the failure by
Lender  to  comply with any such request shall not of itself be deemed a failure
to exercise reasonable care, and no failure by Lender to do any act with respect
to  the  preservation  of  such Collateral not so requested by Pledgor, shall of
itself  be  deemed  a  failure  to  exercise  reasonable  care in the custody or
preservation  of  such  Collateral.

          SECTION  8.  INDEMNIFICATION.  Pledgor  agrees  to  defend,  protect,
                       ---------------
indemnify  and  hold  harmless  Lender and, if applicable, each of its officers,
directors, employees, attorneys and agents and each Person, if any, who controls
any of them within the meaning the Securities Act of 1933, as amended, or of the
Securities  Exchange  Act  of  1934,  as  amended  (collectively,  called  the
"Indemnitees")  from  and  against any and all liabilities, obligations, losses,
 -----------
damages,  penalties,  actions,  judgments,  suits,  claims,  costs, expenses and
disbursements  of  counsel  for  such  Indemnitees  in  connection  with  any
investigative,  administrative  or  judicial  proceeding,  whether  or  not such
Indemnitees  shall be designated a party thereto, which are imposed on, incurred
by,  or  asserted  against  such  Indemnitees  (whether  direct,  indirect,  or
consequential  and whether based on any federal or state laws or other statutory
regulations,  including,  without  limitation,  securities,  environmental  and
commercial  laws  and  regulations, under common law or at equitable cause or on
contract  or  otherwise)  in  any  manner  relating  to  or  arising  out of the


                                      -5-
<PAGE>
preparation,  review,  negotiation,  execution,  delivery or performance of this
Agreement,  or  any  act, event or transaction related or attendant thereto, the
agreements  of  Pledgor  or  Lender  contained  herein  or the management of the
Collateral  (collectively,  the  "Indemnified  Matters");  provided that Pledgor
                                  --------------------
shall  not  have  any  obligation  to  indemnify any Indemnitee pursuant to this
SECTION  8  with  respect to Indemnified Matters caused by or resulting from the
willful  misconduct  or gross negligence of such Indemnitee.  The obligations of
Pledgor  under  this  SECTION 8 shall survive the termination of this Agreement.

          SECTION  9.  REMEDIES  UPON  A  DEFAULT.
                       --------------------------

          (a)     Subject to applicable law, after a Default shall have occurred
and  be  continuing,  Lender  or  its  agent  or agents shall have the right to:

               (i)     transfer  all or any part of the Collateral into the name
     of  Lender  or its nominee, with or without disclosing that such Collateral
     is  subject  to  the  lien  and  security  interest  under  this Agreement;

               (ii)     endorse  Pledgor's  name  upon any item of Collateral or
     any  correspondence,  notice,  document  or  agreement  relating  to  any
     Collateral;

               (iii)     assert,  either  in  the  name of Lender or the name of
     Pledgor  any  claim that Pledgor may have from time to time with respect to
     any  or  all of the Collateral and to prepare, file and sign Pledgor's name
     on  any  proof  of claim or similar document with respect to any obligor on
     any  Collateral;

               (iv)     enforce  collection  of any of the Collateral by suit or
     otherwise,  and  surrender,  release  or  exchange  all  or any part of the
     Collateral  or compromise or extend or renew for any period (whether or not
     longer than the original period) any obligations of any nature of any party
     with  respect  to  the  Collateral;

               (v)     sell  the  Collateral  at  a  price  (which  may  be at a
     discount)  and using such methods (including public or private sale) as may
     be  commercially  reasonably and, except as required by law, without notice
     to  Pledgor,  or, if such waiver of notice is invalid at law, upon ten (10)
     days'  written  notice  (which  Pledgor  agrees  is reasonable notification
     within the meaning of the Uniform Commercial Code as in effect from time to
     time  in  the  State  of  Georgia  (the  "UCC"));
                                               ---

               (vi)     bid  on  or  purchase  any of the Collateral at any sale
     (and  in  lieu of payment of the purchase price, set off the amount of such
     purchase  price  against  the  Obligations)  and  reasonably  restrict  the
     eligibility  of  prospective  buyers  at  any  sale;

               (vii)     conduct,  adjourn, or cancel any public or private sale
     without  notice;

               (viii)      sell  the  Collateral for cash or on credit or future
     delivery;

               (ix)     if  such  sale is upon credit, to (A) defer any delivery
     of excess proceeds to Pledgor until full payment for the Collateral so sold
     is  collected,  (B)  have


                                      -6-
<PAGE>
     Pledgor  remain  liable  until  full  payment for the Collateral so sold is
     collected,  and  (C)  retain  the  Collateral or a security interest in the
     Collateral;  and

               (x)     do  all  things  and acts which are necessary in Lender's
     discretion  to  fulfill  Pledgor's  obligations  under  this  Agreement.

          (b)     The  sale, lease or other disposition of the Collateral or any
part  thereof  may  be  at  a public or, to the extent permitted by law, private
sale.  Pledgor recognizes that Lender may resort to one or more private sales to
a  restricted  group  of offerees and purchasers who fulfill certain suitability
standards to dispose of all or part of the Collateral and who agree, among other
things,  to  acquire the Collateral for their own account for investment and not
for  distribution  or  resale.  Pledgor hereby consents to private sales so made
even though such sales may be at prices and upon other terms less favorable than
if  the  Collateral were sold at public sales.  Pledgor agrees that Lender shall
have  no  obligation  to  delay  sale  of  the Collateral for the period of time
necessary  to  permit  the  offering  and  sale  of  any of the Collateral to be
registered  for  sale  under  applicable  laws.  Pledgor  consents  that  it  is
commercially  reasonable  for  private  sales  to  be  made  under the foregoing
circumstances,  and  that  Lender  shall  not  be  liable or accountable for any
discount  allowed  by  reason  of  the  fact  that  such  Collateral  is sold in
compliance with any such limitation or restriction or otherwise.  In case of any
sale  of the Collateral on credit or for future delivery, Lender shall not incur
any  liability  in  case of the failure of such purchaser to take up and pay for
the  Collateral  and,  in  case of any such failure, the Collateral may again be
sold.  In  lieu  of  exercising  the  power  of  sale  conferred upon it by this
Agreement,  Lender  may  proceed  by  a  suit  or  suits  at law or in equity to
foreclose  and  sell  the  Collateral.  Pledgor  agrees that Lender shall not be
liable for any loss in the value of the Collateral by reason of any delay in the
sale  of  the  Collateral.

          (c)     Any  purchaser  of the Collateral at any sale shall after such
sale  hold  the same absolutely, free from any claim or right of any kind (other
than  any claim or right of Lender), including any equitable right of redemption
of  Pledgor.  Pledgor  specifically  waives  all  rights  or redemption, stay or
appraisal  which  Pledgor  has  or may have under any rule of law or statute now
existing  or  hereafter  adopted.  Pledgor will at the request of Lender execute
any  and  all  documents or instruments which Lender deems desirable to evidence
Lender's  rights  as  set  forth  in  this  Agreement.

          (d)   Lender  shall  have  the  exclusive  right  to  determine  the
application  of  any payments and credits, if any, on account of the Collateral.

          (e)     Pledgor  further  agrees  that  Lender  shall  be  entitled to
exercise  all  of the rights and remedies available to a secured party under the
UCC  and  all  rights  and remedies available to it under this Agreement, all of
which  rights  and  remedies  shall  be  cumulative  and  non-exclusive.

          (f)     Lender  may  comply  with  any applicable state or federal law
requirements  in  connection with a disposition of the Collateral and compliance
will  not be considered adversely to affect the commercial reasonableness of any
sale  of  the  Collateral.


                                      -7-
<PAGE>
          (g)     Lender  may  sell the Collateral without giving any warranties
as  to the Collateral.  Lender may specifically disclaim any warranties of title
or  the  like.  This  procedure  will  not be considered adversely to affect the
commercial  reasonableness  of  any  sale  of  the  Collateral.

          SECTION  10.  EXPENSES.  Pledgor, upon demand, shall pay to Lender the
                        --------
amount  of  any and all reasonable expenses, including the reasonable attorneys'
and  experts'  fees and expenses, which Lender incurs in connection with (i) the
custody, preservation or sale of, collection from or other realization upon, any
of  the  Collateral  under  this  Agreement,  or  (ii) the failure by Pledgor to
perform  or  observe  any  of  the  provisions  of  this  Agreement.

          SECTION  11.  SECURITY  INTEREST  ABSOLUTE.  All  rights of Lender and
                        ----------------------------
security  interests  granted under this Agreement and all obligations of Pledgor
under  this  Agreement  shall  be  absolute  and  unconditional irrespective of:

          (a)     Any  lack  of  validity  or  enforceability  of  the  Purchase
Agreement  or  the Secured Note or any other agreement or instrument relating to
any  of  the  foregoing;  or

          (b)     Any  change  in the time, manner or place of payment of, or in
any  other  term  of,  all  or any of the Obligations, or any other amendment or
waiver of or consent to any departure from the Purchase Agreement or the Secured
Note;  or

          (c)     Any  exchange, release or non-perfection of any collateral, or
any  release  or  amendment  or  waiver  of or consent to any departure from any
guaranty, for all or any of the Obligations or any of the obligations of Pledgor
under  this  Agreement;  or

          (d)     Any  other  circumstances  which  might otherwise constitute a
defense  available  to, or a discharge of, Pledgor in respect of the Obligations
or  of  this  Agreement.

Without  limiting  the  generality  of  the  foregoing:

          (i)     The  obligations  of Pledgor under this Agreement shall not be
affected  by  (a)  the  failure  of  Lender  to assert any claim or demand or to
exercise  or  enforce any right, power or remedy against any other Person or the
Collateral or otherwise, (b) any extension or renewal for any period (whether or
not  longer  than  the original period) or exchange of any of the Obligations or
the  release  or  compromise  of any obligation of any nature of any Person with
respect thereto, or (c) the surrender, release or exchange of all or any part of
any  property  (including  without  limitation the Collateral) securing payment,
performance  and  observance  of  any  of  the  Obligations or the compromise or
extension  or  renewal  for  any period (whether or not longer than the original
period)  of any obligations of any nature of any Person with respect to any such
property.

          (ii)     To  the fullest extent permitted by applicable law and except
to the extent that any of the following are expressly required by the provisions
of  any  of  the Secured Note, Pledgor hereby waives (a) presentment, demand for
payment  and  protest  of  nonpayment  of any of the Obligations, and notices of
protest,  dishonor  or  nonperformance,  (b)  notice  of any Default or Lender's
inability  to  enforce  performance  of any guarantor's or of any other Persons'
obligations  to  Lender,  (c)  demand  for performance or observance of, and any
enforcement  of  any


                                      -8-
<PAGE>
provision of, or any pursuit or exhaustion of rights or remedies with respect to
any security for the Obligations or against any obligors on or guarantor of, the
Obligations pursuant to this Agreement or the Secured Note or otherwise, and any
requirements  of  diligence  or  promptness  on the part of Lender in connection
therewith, (d) any action or nonaction on the part of Lender which may impair or
prejudice  the  rights  of  any Person, including without limitation subrogation
rights  or  rights  to  obtain exoneration, contribution, indemnification or any
other reimbursement or compensation from any guarantor or obligors in respect of
the Obligations or any other Person, (e) failure or delay to perfect or continue
the  perfection of any security interest in any Collateral, (f) any action which
harms  or  impairs the value of, or any failure to preserve or protect the value
of,  any  Collateral,  (g)  any  defense  based  upon an election of remedies by
Lender,  (h)  any  defense  based upon any statute or rule of law which provides
that  the  obligation  of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal, (i) any and all demands and
notices  of  every kind and description, including notice of the creation of any
of the Obligations, with respect to the foregoing or which may be required to be
given by any statute or rule of law, and (j) all defenses (other than payment in
full  in  cash)  which  Pledgor  may now or hereafter have to the payment of the
Obligations  which  could  otherwise be asserted by Pledgor.  In addition to the
defenses  referred  to above which have been expressly waived hereunder, Pledgor
waives  all other defenses (other than payment in full in cash) which it may now
or hereafter have to the payment by it of the Obligations.  No delay or omission
on  the  part  of  Lender  or  with respect to the Collateral shall operate as a
waiver  or  relinquishment  of  such right.  No action which Lender or any other
Person  may  take  or  refrain  from  taking  with  respect  to the Obligations,
including  any  amendments  thereto  or  modifications  thereof  or waivers with
respect  thereto,  shall  affect  the  provisions  of  this  Agreement  or  the
obligations  of  Pledgor  hereunder.  None  of the rights of Lender shall at any
time  in  any  way be prejudiced or impaired by any act or failure to act on the
part  of  any  of  them or any other Person, regardless of any knowledge thereof
which  Lender  may  have or otherwise be charged with.  Pledgor hereby agrees to
waive,  and  does  hereby  absolutely  and  irrevocably waive and relinquish the
benefit  and  advantage  of,  and  does  hereby  covenant  not  to  assert,  any
appraisement,  valuation, stay, extension, redemption or similar laws, now or at
any  time hereafter in force, which might delay, prevent or otherwise impede the
performance  or  enforcement  of  this  Agreement  or  the  Secured  Note or the
Obligations.  Pledgor's  obligations  under this Agreement shall not be affected
by  the  invalidity or unenforceability of any of the Obligations as against any
guarantor  thereof  or  any  other  Person.

          (iii)     To  the  fullest extent permitted by applicable law, Pledgor
hereby  grants  to  Lender  full  power  in its uncontrolled discretion, without
notice to Pledgor, such notice being hereby expressly waived, and without in any
way  affecting  the  obligations  of  Pledgor  under  this  Agreement:

          (a)     To  waive  compliance  with,  and  any  Default  under, and to
     consent on behalf of Lender to any amendment to or modification of any term
     or  provision  of, or to give any waiver on behalf of Lender in respect of,
     the  Secured Note, the Collateral, the Obligations or any guarantee thereof
     (each  as  from  time  to  time  in  effect);

          (b)     To  grant  any  one  or  more  extensions  or  renewals of the
     Obligations  (for  any period, no matter how long), or any total or partial
     release  (by  operation  of  law  or


                                      -9-
<PAGE>
     otherwise),  discharge,  compromise  or  settlement  with  respect  to  the
     obligations  of  any  guarantor  or  any  other  Person  in  respect of the
     Obligations;

          (c)     To  take  security in any form for the Obligations, and to the
     extent  permitted  in any security agreement to consent to (I) the addition
     to  or  (II)  the  substitution,  exchange,  surrender,  release  or  other
     disposition of, or to deal in any other manner with, all or any part of any
     property  contained  in the Collateral whether or not the property, if any,
     received  upon  the exercise of such power shall be of a character or value
     the  same  as  or  different  from  the  character or value of any property
     disposed  of,  and  to  obtain,  modify  or  release  any present or future
     guarantees  of  the  Obligations  and  at any time after the occurrence and
     during  the  continuance  of  a  Default  to  proceed  against  any  of the
     Collateral  or  such  guarantees  in  any  order;  and

          (d)     To at any time after the occurrence and during the continuance
     of  a Default collect or liquidate any of the Obligations or the Collateral
     in accordance with the terms of the Credit Agreement and this Agreement and
     applicable  law  or  to  refrain  from collecting or liquidating any of the
     Obligations  or  the  Collateral.

          (iv)     Pledgor  acknowledges  and  agrees  that  it  has  made  such
investigation  as  it  deems  desirable  of  the  risks undertaken by Pledgor in
entering into this Agreement and is fully satisfied that it understands all such
risks.  Pledgor hereby waives any obligation which may now or hereafter exist on
the  part  of  Lender  to  inform  such  Person of the risks being undertaken by
entering into this Agreement or of any changes in such risks and, from and after
the  date  hereof,  Pledgor undertakes to keep itself informed of such risks and
any  changes  therein.  Further,  Pledgor hereby expressly waives any duty which
may  now  or  hereafter  exist  on the part of Lender to disclose to Pledgor any
matter  related  to  the  business, operations, character, collateral, credit or
condition  (financial  or  otherwise)  of  the Corporation, any guarantor or any
other  Person or their Affiliates or their properties or management, whether now
or  hereafter  known to Lender.  Pledgor represents, warrants and agrees that it
assumes  sole responsibility for obtaining from each Borrower, any guarantor and
each  other  Person  all  information  concerning  this  Agreement, the Purchase
Agreement,  the  Secured  Note, and all other information as to the Corporation,
any  guarantor  or  any other Person and their Affiliates or their properties or
management  or  anything relating to any of the above as Pledgor deems necessary
or  desirable.

          (v)     Pledgor  hereby  covenants and agrees that it will not enforce
or  otherwise exercise any rights of reimbursement, subrogation, contribution or
other  similar  rights  with  respect  to  the  Obligations  against any Person,
including without limitation any other guarantor of the Obligations or any other
Persons,  prior  to  the  payment  in  full  of  the  Obligations.

          (vi)     All  of  Lender's rights and remedies provided for herein, in
the  Purchase  Agreement,  the Secured Note, or any document or other instrument
executed  or delivered in connection therewith, or otherwise available to Lender
under  applicable  law,  shall  be  cumulative  and  non-exclusive to the extent
permitted  by  law.  Without  limiting  the  generality of the foregoing, to the
extent  permitted  by  applicable  law,  Pledgor  hereby agrees that it will not
invoke  or  utilize any law which might cause delay in or impede the enforcement
of  the  rights  under  this Agreement or such other agreements set forth above.


                                      -10-
<PAGE>
          SECTION 12.  AMENDMENTS, WAIVERS AND CONSENTS.  No amendment or waiver
                       --------------------------------
of  or consent to any departure by Pledgor from any provision of this Agreement,
or  release  of  the Collateral, shall in any event be effective unless the same
shall  be  in  writing  and signed by Lender, and then such amendment, waiver or
consent  shall  be  effective only in the specific instance and for the specific
purpose  for  which given.  No failure on the part of Lender to exercise, and no
delay  in  exercising  any  right,  power  or  remedy under this Agreement shall
operate  as  a  waiver  of  such right, power or remedy, nor shall any single or
partial exercise of any such right, power or remedy by Lender preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.

          SECTION  13.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding
                        ----------------------
upon  Pledgor  and  its successors and assigns and shall inure to the benefit of
Lender  and  its  successors  and  assigns.

          SECTION  14.  NOTICES.   Notices to any party hereunder shall be given
                        -------
in  the  manner,  to  the address and with the effect provided for in the Credit
Agreement.

          SECTION  15.  GOVERNING  LAW;  CONSENT TO JURISDICTION; WAIVER OF JURY
                        --------------------------------------------------------
TRIAL.
-----

          (A)  THIS  AGREEMENT  HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT AND
SHALL  BE DEEMED TO HAVE BEEN MADE AT ATLANTA, GEORGIA AND SHALL BE INTERPRETED,
AND  THE  RIGHTS  AND  LIABILITIES  OF  THE  PARTIES  HERETO, WHETHER ARISING IN
CONTRACT OR TORT AND HOWSOEVER PERTAINING TO THE PARTIES' RELATIONSHIP, SHALL BE
DETERMINED  IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS
PROVISIONS)  OF THE STATE OF GEORGIA, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES
FOR  THE  APPLICATION  OF  THE  LAW  OF  THE  STATE  OF  PLEDGOR'S  FORMATION.

          (B)  SUBJECT  ONLY  TO THE EXCEPTION IN THE NEXT SENTENCE, THE PARTIES
HERETO  HEREBY  AGREE TO THE EXCLUSIVE JURISDICTION OF ANY STATE (SUBJECT TO THE
PARTIES  RIGHT  TO  REMOVE  TO  A  FEDERAL  COURT  LOCATED WITHIN FULTON COUNTY,
GEORGIA)  OR  FEDERAL  COURT LOCATED WITHIN FULTON COUNTY, GEORGIA AND WAIVE ANY
OBJECTION  BASED  ON  VENUE  OR  FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
                                 ----- --- ----------
INSTITUTED  THEREIN  AND  AGREE  THAT  ANY  DISPUTE  CONCERNING THE RELATIONSHIP
BETWEEN  THE  PARTIES  OR  THE  CONDUCT  OF  ANY  PARTY  IN CONNECTION WITH THIS
AGREEMENT  OR  OTHERWISE  SHALL  BE  HEARD  ONLY  IN THE COURTS DESCRIBED ABOVE.
NOTWITHSTANDING  THE  FOREGOING, LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION
OR  PROCEEDING  AGAINST  PLEDGOR  OR  ITS  PROPERTY  IN  THE COURTS OF ANY OTHER
JURISDICTION  LENDER  REASONABLY  DEEMS  NECESSARY  IN  ORDER  TO REALIZE ON ANY
COLLATERAL,  REAL  PROPERTY,  OR  OTHER  SECURITY  FOR THE OBLIGATIONS.  PLEDGOR
FURTHER  IRREVOCABLY  CONSENTS  TO  THE  SERVICE  OF  PROCESS  OUT OF THE COURTS
REFERRED  TO  IN  THIS SECTION 15(B) IN ANY SUCH ACTION OR PROCEEDING BY MAILING
COPIES


                                      -11-
<PAGE>
OF  SUCH SERVICE BY REGISTERED MAIL, POSTAGE PREPAID TO PLEDGOR AT SAID ADDRESS.
NOTHING  IN  THIS AGREEMENT SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW BUT ANY FAILURE TO RECEIVE SUCH COPY SHALL NOT
AFFECT  IN  ANY  WAY  THE  SERVICE  OF  SUCH  PROCESS.

          (C)     PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND,  ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT,  DOCUMENT  OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR  (II)  IN  ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE  PARTIES  HERETO  OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT,  DOCUMENT  OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR  THE  TRANSACTIONS  RELATED  HERETO,  IN  EACH  CASE  WHETHER NOW EXISTING OR
HEREAFTER  ARISING,  AND  WHETHER  SOUNDING  IN  CONTRACT  OR TORT OR OTHERWISE.
PLEDGOR  HEREBY  AGREES  AND  CONSENTS THAT AT THE SOLE DISCRETION OF LENDER ANY
SUCH  CLAIM,  DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL,
WITHOUT  A  JURY,  AND THAT LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS  AGREEMENT  WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF PLEDGOR TO
THE  WAIVER  OF  ITS  RIGHT  TO  TRIAL  BY  JURY.

          (D)     PLEDGOR  ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL WITH
RESPECT  TO  THE  TRANSACTIONS  GOVERNED BY THIS AGREEMENT AND THE TERMS OF THIS
AGREEMENT.

          SECTION  16.  TERMINATION.  Subject to the provisions of SECTION 17 of
                        -----------
this  Agreement, this Agreement shall terminate when all of the Obligations have
been fully paid and performed, at which time Lender shall reassign and redeliver
(or  cause  to  be  reassigned and redelivered) to Pledgor, or to such person or
persons  as Pledgor shall designate, against receipt, such of the Collateral (if
any)  as shall not have been sold or otherwise applied by Lender pursuant to the
terms  of  this  Agreement  and  shall still be held by it under this Agreement,
together  with  appropriate  instruments  of reassignment and release.  Any such
reassignment  shall  be  without  recourse upon or warranty by Lender and at the
expense  of  Pledgor.

          SECTION  17.  PAYMENTS  SET  ASIDE.  Notwithstanding the provisions of
                        --------------------
SECTION  16  of  this  Agreement,  to the extent that Pledgor makes a payment or
payments  to  Lender  or Lender enforces its security interests or exercises its
right  of  setoff,  and  such  payment  or  payments  or  the  proceeds  of such
enforcement  or  setoff  or any part of such payment or payments or proceeds are
subsequently  invalidated,  declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent  of  such  recovery, the obligation or part of such obligation originally
intended to be satisfied shall be revived and continued in full force and effect
as  if  such  payment  had  not  been made or such enforcement or setoff had not
occurred.


                                      -12-
<PAGE>
          SECTION  18.  INTERPRETATION;  PARTIAL  INVALIDITY;  ENTIRE AGREEMENT.
                        -------------------------------------------------------
Whenever  possible each provision of this Agreement shall be interpreted in such
manner  as  to be effective and valid under applicable law, but if any provision
of  this  Agreement  shall  be  prohibited  by  or  invalid under such 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.  This  Agreement constitutes the entire agreement among the
parties  pertaining  to  the  subject matter hereof and supersedes all prior and
contemporaneous  agreements,  understandings,  negotiations  and  discussions,
whether  oral  or  written,  of  the  parties.  This  Agreement  is  intended to
supplement  the  obligations of Pledgor under the Purchase Agreement and Secured
Note.   In  the  event of a conflict between the terms of the Purchase Agreement
or  Secured  Note  and  this  Agreement, the agreement giving Lender the greater
rights  shall  control.

          SECTION  19.  HEADINGS.  The  section  headings used in this Agreement
                        --------
are  for  convenience  of  reference  only  and  shall  not  define or limit the
provisions  of  this  Agreement.

          SECTION  20.  COUNTERPARTS.  This  Agreement may by executed in one or
                        ------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

                           [Signature page to follow]


                                      -13-
<PAGE>
          IN  WITNESS  WHEREOF,  Pledgor  has caused this Pledge Agreement to be
duly  executed  and  delivered  as  of  the  date  first  above  written.

                                        CHARYS  HOLDING  COMPANY,  INC.,  a
                                        Delaware  corporation


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




ACCEPTED:

ROCK  CREEK  EQUITY  HOLDINGS,  LLC


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


----------------------------------------
J. ALAN SHAW


<PAGE>
                 SELLER'S AND CORPORATION'S DISCLOSURE SCHEDULES




     Attached  hereto  are  the  "DISCLOSURE  SCHEDULES"  of  the Seller and the
Corporation,  as contemplated by the Agreement.  Capitalized terms used, but not
otherwise  defined  herein,  have  the  meanings  given  to  such  terms  in the
Agreement.  The  disclosures  on  the following Disclosure Schedules may be over
inclusive,  considering  the  materiality  standard  contained  in,  and  the
disclosures  required  by,  the provisions of the Agreement corresponding to the
respective  disclosure  schedule,  and  the  fact  that  any  item  or matter is
disclosed  on  the  attached  Disclosure Schedules shall not be deemed to set or
establish  different standards of materiality or required disclosures from those
set  forth  in  the  corresponding provisions of the Agreement.  Any information
disclosed  in  the  Disclosure  Schedules  shall  be  deemed  disclosed  and
incorporated  into  each  other  schedule of the Disclosure Schedules where such
disclosure  would  be  appropriate.  Furthermore,  the disclosure of any item or
information  in  this  Disclosure Schedule is not an admission that such item or
information  (or  any non-disclosed item or information of comparable or greater
significance) is material, is required to have been disclosed herein, or is of a
nature  that  would  have  a  Material  Adverse  Effect.


<PAGE>
                                 SCHEDULE 1.3.2

                  Accounting Policies for Financial Statements

                           Revenue Recognition Policy

TECHNICAL SUPPORT CONTRACTS:
For  Fiscal  Year  2005,  significant  annual  support  contract  revenues  are
recognized  in  12  equal  monthly  installments.

HARDWARE:
Revenue is recognized for all hardware orders upon shipment of the hardware from
the  vendor.

SOFTWARE:
Revenue is recognized for all software orders upon shipment of the software from
the  vendor.

PROFESSIONAL SERVICES:
Fixed  Fee  Engagements:     Revenue is recognized for all professional services
contracts  less  than  Ten  Thousand  U.S.  Dollars ($10,000.00) at the time the
customer  contract  is signed.  Fifty Percent (50%) of revenue is recognized for
all  professional  services  contracts  greater  than  Ten Thousand U.S. Dollars
($10,000.00)  at  the time the customer contract is signed.  The remaining Fifty
Percent  (50%)  is  recognized  upon  project  completion  and  signed  customer
acceptance.

Variable  Fee  Engagements:     Revenue is recognized in arrears as services are
performed.

OUTSOURCED CONTACT CENTER REVENUES:
Revenue  is  recognized  for  outsourced  contact center revenues each month for
services  provided  in that month.  Contracts are typically fixed price per seat
or  hourly  rate  type  agreements.


<PAGE>
                                  SCHEDULE 2.1

                              Foreign Jurisdictions

     -    Alabama
     -    Florida
     -    South Carolina
     -    Louisiana
     -    North Carolina


<PAGE>
                                  SCHEDULE 2.2

                           Subsidiaries and Affiliates


     -    Synerio,  Inc.,  a  Georgia  corporation  -  There  are 100,000 of the
          1,000,000  authorized  shares  of  Synerio, Inc. outstanding, of which
          Jerry J. Harrison, Jr. owns 50,000 shares and Gregory A. Buchholz owns
          50,000  shares.


<PAGE>
                                  SCHEDULE 2.3

                                  Capital Stock


     -    Method  IQ,  Inc.  Stock  Incentive  Plan,  adopted  June 21, 2002 and
          amended  November  18,  2002  (no  options are currently outstanding).


<PAGE>
                                  SCHEDULE 2.6

                                  No Conflicts


     -    The Revolving Line of Credit Agreement with Carolina First Bank, dated
          March 9, 2004, under Account No. 5120708432, requires notification for
          any  material  change in the business, including ownership, management
          and  financial  conditions.


<PAGE>
                                 SCHEDULE 2.7.1

                                   Financials

1.     December 31, 2004 and October 31, 2005 Financial Statements are attached.


<PAGE>
                                 SCHEDULE 2.7.2

                                  Indebtedness


     -    None.


<PAGE>
                                  SCHEDULE 2.8

                                    Employees

<TABLE>
<CAPTION>
EMPLOYEE'S - ANNUAL BASE SALARY EXCEEDS $75,000.00:
---------------------------------------------------

-----------------------------------
ANNUAL SALARY  EMPLOYEE
-------------  --------------------
<S>            <C>
-------------  --------------------
77,700.22      Luker, Mark
-------------  --------------------
80,000.18      Taylor, William
-------------  --------------------
82,500.08      Griggs, John J
-------------  --------------------
82,500.08      Morrison, Masheed
-------------  --------------------
87,500.14      Buzhardt, Jeffrey P
-------------  --------------------
90,000.04      Floyd, Larry
-------------  --------------------
92,482.00      Shaw, Joseph A
-------------  --------------------
95,000.10      Canales, Roman
-------------  --------------------
98,999.94      Bendall, William Ray
-------------  --------------------
99,999.90      Morse, Charles
-------------  --------------------
104,999.96     Masih, Aaron
-------------  --------------------
108,000.10     Buchholz, Gregory A
-------------  --------------------
108,000.10     Harrison Jr, Jerry J
-------------  --------------------
110,000.02     Webb, Wayne
-------------  --------------------
110,664.06     Gilmore, Nancy W
-------------  --------------------
115,000.08     Todd, Russell
-----------------------------------
</TABLE>


<PAGE>
                               SCHEDULE 2.10.1(A)

                             Employee Benefit Plans


     -    Method  IQ,  Inc.  Stock  Incentive  Plan,  adopted  June 21, 2002 and
          amended  November  18,  2002.

     -    2005  and  2006 Variable Compensation Plan - a commission compensation
          plan  for  certain  sales  managers  and  representatives.

     -    Method  IQ  401(k)  Plan


<PAGE>
                               SCHEDULE 2.10.1(B)

                               Employee Contracts


     -    None.


<PAGE>
<TABLE>
<CAPTION>
                               SCHEDULE 2.10.1(C)

                                Debt Instruments

--------------------------------------------------------------------------------
LENDER                         BORROWER         ACCOUNT INFORMATION:
-----------------------------  ---------------  --------------------------------
<S>                            <C>              <C>
Carolina First Bank            Method IQ, Inc.  Revolving Line of Credit for an
104 South Main Street                           amount up to $1,000,000.00
Greenville, SC  29601                           under Account No. 5120708432
-----------------------------  ---------------  --------------------------------
Dell Financial Services / CIT  Method IQ, Inc.  Loan Agreement for the
Online Bank                                     principal amount of $9,298.45
2855 E. Cottonwood Parkway                      for various computer equipment
Suite 110                                       under Loan Number 501
Salt Lake City, UT  84121                       006136825-003
-----------------------------  ---------------  --------------------------------
Chase Auto Finance             Method IQ, Inc.  Auto Loan Agreement in the
PO Box 9001800                                  original principal amount of
Louisville, KY  40290-1800                      45,000 under Loan Number
                                                10-31-9219-334002
--------------------------------------------------------------------------------
</TABLE>


<PAGE>
                               SCHEDULE 2.10.1(D)

                                   Guarantees

     -    The Corporation has not guaranteed any obligation. Notwithstanding the
          foregoing,  see  Exhibit  K  for an itemization of personal guarantees
          provided by Jerry H. Harrison and Gregory A. Buchholz, as individuals,
          for  agreements  entered  into  by  the  Corporation.


<PAGE>
                               SCHEDULE 2.10.1(E)

                             Loans to Third Parties

     -    J.  Alan  Shaw  has  purchased  his  stock  in  the  Corporation via a
          promissory  note,  which  is  payable  upon receipt by Mr. Shaw of his
          share  of  the  cash  portion  of  the  Purchase  Price.


<PAGE>
<TABLE>
<CAPTION>
                               SCHEDULE 2.10.1(F)

                        Real or Personal Property Leases

----------------------------------------------------------------------------
LESSOR:                            LESSEE           LEASE DESCRIPTION
---------------------------------  ---------------  ------------------------
<S>                                <C>              <C>
Duke Realty Limited Partnership    Method IQ, Inc.  Lease dated November
                                                    11, 2004 for premises
                                                    located at 1750 Founders
                                                    Parkway, Suite 180,
                                                    Alpharetta, GA 30004
---------------------------------  ---------------  ------------------------
Premier Funding Group, Inc. /      Method IQ, Inc.  Lease No. 1049904001
North Atlanta National Bank
1720 Windward Concourse
Suite 390
Alpharetta, GA 30005
---------------------------------  ---------------  ------------------------
Premier Funding Group, Inc. /      Method IQ, Inc.  Lease No. 936822
US BankCorp
1720 Windward Concourse
Suite 390
Alpharetta, GA 30005
---------------------------------  ---------------  ------------------------
Dell Financial Services L.P.       Method IQ, Inc.  Lease No. 003-
One Dell Way                                        006136825-005
Round Rock, TX 78682
---------------------------------  ---------------  ------------------------
Dell Financial Services L.P.       Method IQ, Inc.  Lease No. 003-
One Dell Way                                        006136825-006
Round Rock, TX 78682
---------------------------------  ---------------  ------------------------
Dell Financial Services L.P.       Method IQ, Inc.  Lease No. 003-
One Dell Way                                        006136825-009
Round Rock, TX 78682
---------------------------------  ---------------  ------------------------
Sterling National Bank             Method IQ, Inc.  Lease No. 878-7916
500 7th Avenue, 11th Floor
New York, NY  10018
---------------------------------  ---------------  ------------------------
Lakeland Bank                      Method IQ, Inc.  Lease No. T02283A
250 Oak Ridge Road
Oak Ridge, NJ  07438-8906
---------------------------------  ---------------  ------------------------
American Enterprise Leasing, Inc.  Method IQ, Inc.  Contract No. 28031448
Box 88046
Milwaukee, WI  53288-0046
----------------------------------------------------------------------------
</TABLE>


<PAGE>
                               SCHEDULE 2.10.1(G)

                             Leases to Third Parties

     -    None.


<PAGE>
                               SCHEDULE 2.10.1(H)

                               Contracts > $50,000


-------------------------------------------------------
Bellsouth Corp  - Telecommunications (CC)
-------------------------------------------------------
CompuCredit
-------------------------------------------------------
Bellsouth Corp - Technical Support (CRES)
-------------------------------------------------------
Leavett
-------------------------------------------------------
The South Financial Group
-------------------------------------------------------
GovConnect
-------------------------------------------------------
Bellsouth Communications LLC (Maintenance)
-------------------------------------------------------
TSYS
-------------------------------------------------------
Warranty Corp of America
-------------------------------------------------------
Starbucks Corporation
-------------------------------------------------------
McLeod Regional Medical Center
-------------------------------------------------------
Milliken
-------------------------------------------------------
Southland Log Homes
-------------------------------------------------------
Infinite Energy
-------------------------------------------------------
Compassion International
-------------------------------------------------------
North Broward Hospital
-------------------------------------------------------
The Network
-------------------------------------------------------
Intertape Polymer Group
-------------------------------------------------------
Cox Enterprises
-------------------------------------------------------
Sealy
-------------------------------------------------------
RSM McGladrey
-------------------------------------------------------
Gunter AFB
-------------------------------------------------------
Belk
-------------------------------------------------------
Union Planters
-------------------------------------------------------
Insite
-------------------------------------------------------
Embry-Riddle Aeronautical University
-------------------------------------------------------
Memphis Methodist Medical Center
-------------------------------------------------------
Anderson Area Medical Center
-------------------------------------------------------
NetBank
-------------------------------------------------------
BankPlus
-------------------------------------------------------
Burroughs & Chapin Company
-------------------------------------------------------
Georgia UPC
-------------------------------------------------------
Greenville Hospital System
-------------------------------------------------------
Central Piedmont Community College
-------------------------------------------------------
Bridgestone Firestone
-------------------------------------------------------
Carolina Care
-------------------------------------------------------
Jefferson Parrish
-------------------------------------------------------
Omega Financial
-------------------------------------------------------


<PAGE>
                               SCHEDULE 2.10.1(I)

                                    Licenses

     -    None.


<PAGE>
                               SCHEDULE 2.10.1(J)

                         Registration Rights and Grants

     -    None.


<PAGE>
                               SCHEDULE 2.10.1(K)

                                  Non-Competes

     -    The  Company sold certain of its assets to FirstCall, LLC on September
          1, 2005 pursuant to an Asset Purchase Agreement of same date. Pursuant
          to  that  agreement,  the  Company  has  agreed  not  to  compete with
          FirstCall,  LLC  with  respect to certain contracts that FirsCall, LLC
          acquired  from  the  Company  for  a  period  of  2  years.


<PAGE>
                               SCHEDULE 2.10.1(L)

                                Resale Agreements

     -    None.


<PAGE>
                               SCHEDULE 2.10.1(M)

                             "Take or Pay" Contracts

     -    None


<PAGE>
                               SCHEDULE 2.10.1(N)

                       Other Material Contracts > $50,000


     -    There  are  no  additional material contracts other than those already
          disclosed  on  the  Disclosure  Schedules.


<PAGE>
                                 SCHEDULE 2.10.3

               Supply Agreements > $25,000 and Reseller Agreements


None.


<PAGE>
                                 SCHEDULE 2.12.1

                           Marketable Title Exceptions


     -    The  Carolina  First  Bank  Revolving  Line  of  Credit  and any other
          obligations  of  the Corporation to Carolina First Bank are secured by
          all  assets  including  a  first  priority  security assignment of all
          accounts  and other rights to payments, now and in the future, as well
          as all general intangibles of the Corporation, as more fully described
          in  the  Promissory  Note  and  Security  Agreement.


<PAGE>
                                 SCHEDULE 2.14.1

                           Tax Returns and Exceptions

     1.     TAX RETURNS:
            -----------

     -    Georgia
     -    Florida
     -    Alabama
     -    South Carolina


     2.     TAXES: EXCEPTIONS:
            -----------------

     -    None.


<PAGE>
                                  SCHEDULE 2.17

                              Banking Relationships


     -    Carolina First Bank

          Operating               7100450390
          Line of Credit          5120708432

     -    BB&T Bank

          General Checking        5147158779


<PAGE>
                                 SCHEDULE 2.18.1

                              Intellectual Property


Trademark Application:     "Method IQ", Serial Number 78366311, filed February
                            11, 2004.


<PAGE>
                                 SCHEDULE 2.18.2

                               Proprietary Rights


Trademark Application:     "Method IQ", Serial Number 78366311, filed February
                            11, 2004.


<PAGE>
                                  SCHEDULE 2.19

                          Transactions with Affiliates

     -    The  Corporation  has  paid  $71,000  in management fees to Rock Creek
          Equity  Holdings,  LLC in 2005, as of October 31, 2005 and will pay an
          additional  $14,000  in  management  fees  through  December 31, 2005.


<PAGE>
                                  SCHEDULE 2.20

                                    Insurance

The Hartford
Business Liability
June 9, 2005 - June 9, 2006
Policy Number:  20SBATH1148

<TABLE>
<CAPTION>
                                                      Limits Of Insurance
                                                      --------------------
<S>                                                   <C>
Liability & Medical Expense                           $          2,000,000
Medical Expenses (Any One Person)                     $             10,000
Personal & Advertising Injury                         $          2,000,000
Damages to Premises Rented to You. Any One Premises   $            300,000
Aggregate Limits
    Products - Completed Operations                   $          4,000,000
    General Aggregate                                 $          4,000,000
Employment Practices Liability Coverage               $              5,000
Each Claim Limit
    Deductible - Each Claim Limit                     Not Applicable
Aggregate Limit                                       $              5,000
Hired/Non-Owned Auto Liability                        $          1,000,000
</TABLE>

Canal Insurance Company
Workers' Compensation & Employer's Liability
September 6, 2005 - September 6, 2006
Policy Number:  WC18031-2

<TABLE>
<CAPTION>
Bodily Injury by Accident   Bodily Injury by Disease   Bodily Injury by Disease
      Each accident               Each employee              Policy Limit
--------------------------  -------------------------  -------------------------
<S>                         <C>                        <C>
         $100,000                   $100,000                   $500,000
</TABLE>


<PAGE>
                              OFFICER'S CERTIFICATE
                              ---------------------
                         OF CHARYS HOLDING COMPANY, INC.
                         -------------------------------


     Reference  is  made  to  Section  10.1 of the Stock Purchase Agreement (the
"Purchase  Agreement"),  dated as of the ____ day of ____________________, 2005,
by  and  among  Rock Creek Equity Holdings, LLC, J. Alan Shaw (collectively, the
"Sellers"),  Method  IQ, Inc., a Georgia corporation (the "Corporation"), Charys
Holding  Company,  Inc.,  a  Delaware corporation (the "Purchaser") and Billy V.
Ray,  Jr.  Capitalized terms used herein, but not defined herein, shall have the
meanings  ascribed  to  such  terms  in  the  Purchase  Agreement.

     The  undersigned  officer  of Purchaser hereby certifies to the Sellers and
the  Corporation  that:

     (i)     Each  of  the  representations  and  warranties  of  the  Purchaser
contained  in the Purchase Agreement is accurate in all material respects on and
as of the date hereof with the same force and effect as though made on and as of
the  date  hereof;  and

     (ii)     The  Purchaser has performed and complied in all material respects
with  its  covenants  and  agreements  set forth in the Purchase Agreement to be
performed  or  complied  with  by  it  on  or  before  the  Closing  Date.

Certified as of the ___day of ____________________, 2005.

                                        PURCHASER:

                                        CHARYS HOLDING COMPANY, INC.

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


<PAGE>
                              OFFICER'S CERTIFICATE
                              ---------------------
                               OF METHOD IQ, INC.
                               ------------------


     Reference  is  made  to  Section  9.1 and Section 9.4 of the Stock Purchase
Agreement  (the  "Purchase  Agreement"),  dated  as  of  the  ____  day  of
_________________,  2005,  by and among Rock Creek Equity Holdings, LLC, J. Alan
Shaw  (collectively, the "Sellers"), Method IQ, Inc., a Georgia corporation (the
"Corporation"),  Charys  Holding  Company,  Inc.,  a  Delaware  corporation (the
"Purchaser").  Capitalized terms used herein, but not defined herein, shall have
the  meanings  ascribed  to  such  terms  in  the  Purchase  Agreement.

     The  undersigned  officer  of  the  Corporation  hereby  certifies  to  the
Purchaser  that:

     (i)     Each  of  the  representations  and  warranties  of the Corporation
contained  in the Purchase Agreement is accurate in all material respects on and
as of the date hereof with the same force and effect as though made on and as of
the  date  hereof;  and

     (ii)     The  Corporation  has  performed  and  complied  in  all  material
respects  with  its covenants and agreements set forth in the Purchase Agreement
to  be  performed  or  complied  with  by  it  on  or  before  the Closing Date.

     (iii)     There  has  been no Material Adverse Change since the date of the
Purchase  Agreement.

Certified as of the ___day of _____________________, 2005.

                                        CORPORATION:

                                        METHOD IQ, INC.

                                        By:
                                            ------------------------------------
                                            Jerry J. Harrison, Jr., Chief
                                            Executive Officer


<PAGE>
                             SECRETARY'S CERTIFICATE
                             -----------------------
                                       OF
                                       --
                                 METHOD IQ, INC.
                                 ---------------


     The  undersigned  hereby  certifies  to  Charys  Holding Company, Inc. (the
"Purchaser")  as  follows:

     (1)     That  I  am  the  duly  elected,  qualified and acting Secretary of
Method  IQ,  Inc.,  a  corporation duly organized, existing and in good standing
under the laws of the State of Georgia (the "Corporation"), and that, as such, I
have  custody  and  control  of  the  records  of  the  Corporation.

     (2)     Attached  hereto  as EXHIBIT A is a true, correct and complete copy
                                  ---------
of  the  Articles  of  Incorporation  of  the  Corporation.

     (3)     Attached  hereto  as EXHIBIT B is a true, correct and complete copy
                                  ---------
of  the  Bylaws  of  the  Corporation.

     (4)     Attached  hereto  as EXHIBIT C is a true, correct and complete copy
                                  ---------
of  resolutions  duly  adopted by the Board of Directors and the shareholders of
the  Corporation pursuant to applicable laws authorizing the execution, delivery
and  performance  by  the  Corporation  of the Transaction Documents (as defined
below).  Such resolutions have not been amended, modified or rescinded since the
date  of  adoption  thereof and are in full force and effect on the date hereof.

     (5)    Attached hereto as EXHIBIT D is a true, correct and complete copy of
                               ---------
the  Corporation's  Certificate  of  Existence  from the State of Georgia, as in
effect  on  the  date  hereof.

     (6)     That  set  forth below are the names and signatures of the officers
of  the  Corporation, who are authorized to execute on behalf of the Corporation
that  certain  Stock Purchase Agreement dated ______________, 2005, by and among
the  Corporation,  the  Purchaser,  Rock  Creek  Equity  Holdings, LLC a Georgia
limited  liability  company,  J.  Alan Shaw and Billy V. Ray, Jr. (the "Purchase
Agreement"), and the other documents, instruments and certifications required by
or  contemplated  in  the  Purchase  Agreement  (collectively  with the Purchase
Agreement,  the  "Transaction  Documents").


          Name                      Position                    Signature
          ----                      --------                    ---------

  Gregory A. Buchholz         PRESIDENT & TREASURER
                                                           ---------------------

 Jerry J. Harrison, Jr.      CHIEF EXECUTIVE OFFICER
                                  & SECRETARY              ---------------------


<PAGE>
     IN  WITNESS  WHEREOF,  I  have  hereunto  set my hand, this ________ day of
____________,  2005.



                                   -----------------------------------------
                                   Jerry J. Harrison, Jr., Secretary


     I,  Gregory  A.  Buchholz hereby certify that (a) I am the President of the
Corporation,  (b)  Jerry  J.  Harrison is the duly elected, qualified and acting
Secretary  of  the Corporation, (c) the signature set forth above is his genuine
signature,  and (d) he is authorized to execute this Secretary's Certificate for
and  on  behalf  of  the  Corporation.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set my hand, this ________ day of
____________,  2005.



                                   -----------------------------------------
                                   Gregory A. Buchholz, President


<PAGE>
                                    EXHIBIT A

                            ARTICLES OF INCORPORATION


<PAGE>
                                    EXHIBIT B

                                     BYLAWS


<PAGE>
                                    EXHIBIT C

                          BOARD/SHAREHOLDER RESOLUTIONS


<PAGE>
                                    EXHIBIT D

                        GEORGIA GOOD STANDING CERTIFICATE


<PAGE>
                                    EXHIBIT L

                              Manager's Guaranties

The following personal guarantees were provided by Jerry H. Harrison and Gregory
A.  Buchholz,  as  individuals,  for agreements entered into by the Corporation:

     -    Carolina First Revolving Line of Credit - Account Number 5120708432,
          guaranteed by Jerry J. Harrison, Jr. and Gregory A. Buchholz.
     -    Dell Financial Services / CIT Online Bank - Loan Number
          501-006136825-003, guaranteed by Jerry Harrison.
     -    Dell Financial Services - Lease No. 003-006136825-005, guaranteed by
          Jerry Harrison.
     -    Dell Financial Services - Lease No. 003-006136825-006, guaranteed by
          Jerry Harrison.
     -    Premier Funding Group, Inc. - Agreement No. 936822, guaranteed by
          Jerry J. Harrison, Jr. and Gregory A. Buchholz.
     -    Sterling National Bank - Lease No. 878-7916, guaranteed by Jerry J.
          Harrison, Jr. and Gregory A. Buchholz.
     -    Lakeland Bank - Lease No. T02283A, guaranteed by Jerry J. Harrison,
          Jr. and Gregory A. Buchholz.
     -    America Enterprise Leasing, Inc. - Contract No. 28031448, guaranteed
          by Jerry J. Harrison, Jr. and Gregory A. Buchholz.


<PAGE>
                                [GRAPHIC OMITTED]
                                 CAROLINA FIRST
                                ------------------------------------------------
                                                             Carolina First Bank
                                                   P.O. Box 1029, Greenville, SC
                                                                           29602
                                                           www.carolinafirst.com



December 1,2005

Method IQ, Inc.
1750 Founder's Parkway, Suite 180
Alpharetta, GA 30004

Ladies and Gentlemen:

Reference is made to the Revolving Line of Credit Agreement, dated as of March
9, 2004 between Carolina First Bank (the "Bank") and Method IQ, Inc. (the
"Company") (the "Financing Agreement").

In connection with the Stock Purchase Agreement (the "Stock Purchase
Agreement"), anticipated to be executed on or around December 2, 2005 among the
Company, Rock Creek Equity Holdings, LLC ("RC"), J. Alan Shaw (togther with RC,
the "Sellers"), Billy V. Ray and Charys Holding Company, Inc. (the "Buyer"),
pursuant to which, among other items, the Sellers will sell all of the stock of
the Company to Buyer, the Bank hereby consents, for purposes of the Financing
Agreement, to the transactions contemplated by the Stock Purchase Agreement.

Sincerely:

CAROLINA FIRST BANK


By:/s/ Charles D. Chamberlain
   --------------------------
   Charles D. Chamberlain
   Executive Vice President

Agreed and acknowledged as of the date first above written:

METHOD IQ, INC.

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


<PAGE>
                            GLAST, PHILLIPS & MURRAY
                           A PROFESSIONAL CORPORATION


   ATTORNEYS AND             815 WALKER  SUITE 1250                 DALLAS
    COUNSELORS                HOUSTON, TEXAS 77002              (972) 419-8300
     --------                    (713)237-3111                     --------
                           TELECOPIER (713) 237-3202              SAN ANTONIO
                                                                (210) 244-4100


                                December 2, 2005

Mr. Jerry J. Harrison, Jr.
Method IQ, Inc.
1750 Founders Parkway, Suite 180
Alpharetta, Georgia 30004

     Re:     Acquisition of Method IQ, Inc. by Charys Holding Company, Inc.

Dear Mr. Harrison:

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Purchase Agreement.

     1.     The Purchaser was duly organized as a corporation, and is validly
existing and in good standing, under the laws of the State of Delaware.

     2.     The Purchaser has the corporate power and authority to execute and
deliver the Transaction Agreements and to perform its obligations under such
Transaction Agreements.

     3.     The execution, delivery and performance of the Transaction
Agreements by the Purchaser have been duly authorized by all necessary corporate
or other action; the Purchaser has duly executed and delivered the Transaction
Agreements; and the Transaction Agreements are legal, valid and binding
obligations of the Purchaser enforceable against the Purchaser in accordance
with their terms.

     4.     The execution and delivery of the Transaction Agreements by the
Purchaser and the performance by the Purchaser of its obligations thereunder
will not result in any:

          (a)     Violation of the Purchaser's Certificate of Incorporation or
Bylaws;

          (b)     Violation of any existing federal, State of Delaware or State
of Georgia constitution, statute, regulation, rule, order or law to which the
Purchaser or Ray or their assets are subject, which either prohibit performance
by the Purchaser of its obligations under the Transaction Agreements or subject
the Purchaser to a fine, penalty, or other similar sanction; or

          (c)     Violation of any judicial or administrative decree, writ,
judgment or order to which, to the knowledge of Purchaser's counsel, the
Purchaser or its assets are subject.

     5.     No consent, approval, authorization or other action by, or filing
with, any governmental authority or regulatory body of the United States or the
State of Georgia or pursuant to the General Corporation Laws of the State of
Delaware ("DGCL") (collectively, "Consents"), is required for the Purchaser's
execution and delivery of the Transaction Agreements and consummation of the
transactions contemplated thereby.

     6.     The Purchaser's authorized shares consist of 300,000,000 common
shares and 5,000,000 preferred shares, of which, as of December 1, 2005,
8,930,951 common shares and 1,900,000 preferred shares are outstanding. The
outstanding shares are duly authorized and validly issued and fully paid and
non-assessable.


<PAGE>
Mr. Jerry J. Harrison, Jr.
December 2, 2005
Page 2
--------------------------

     7.     The shares reserved for issuance by the Purchaser to the Sellers are
duly authorized, and will, upon issuance, be validly issued, fully paid and
non-assessable and such shares are currently free of, and would not, if issued
today, be issued in violation of, any preemptive rights, rights of first
refusal, co-sale rights or similar rights or restrictions or other restrictions
on transfer.

     8.     There are no outstanding rights, options, warrants, conversion
rights or agreements for the purchase or acquisition from the Purchaser of any
shares of its capital stock, other than (a) as listed in the public filings by
the Purchaser; (b) as disclosed in the Transaction Agreements; (c) the rights
created by the Transaction Agreements, if any, and (d) the rights contained in
the Certificate of Incorporation.

     9.     Purchaser's counsel confirms that, to its knowledge, no litigation
other than (a) Benjamin F. Holcomb v. Charys Holding Company, Inc., Civil Action
File No. 2005CV105803, pending in the Superior Court of Fulton County, State of
Georgia, (b) Edward Acosta v. Charys Holding Company, Inc., Civil Action File
No. 2005CV108667, pending in the Superior Court of Fulton County, State of
Georgia, and (c) except or otherwise disclosed in the public filings by the
Purchaser, mediation, arbitration, other alternative dispute resolution
proceeding, or adversarial or sanction-oriented proceeding before any court,
governmental agency or any self-regulatory organization, against the Purchaser
or any of its properties is pending or overtly threatened by a written
communication to the Purchaser, other than by Edward Acosta as a stockholder
demanding that the Board of Directors of the Purchaser take certain specified
actions.

                                   Very truly yours,
                                   /s/ Glast, Phillips & Murray


<PAGE>