EXECUTION COPY


                     INVESTOR REGISTRATION RIGHTS AGREEMENT
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     THIS  REGISTRATION  RIGHTS  AGREEMENT (this "Agreement"), dated as of April
                                                  ---------
30,  2007 by and among CHARYS HOLDING COMPANY, INC., a Delaware corporation (the
"Company"),  and (the undersigned investors listed on Schedule I attached hereto
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(each,  an  "Investor"  and  collectively,  the  "Investors").
             --------                             ---------

                                    WHEREAS:

     A.     The  Company  and  Investors have entered into a Securities Exchange
Agreement  (the  "Securities Exchange Agreement"), pursuant to which the Company
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proposes  to  issue  convertible  notes of the Company (the "Convertible Notes")
                                                             -----------------
which shall be convertible into the Company's Common Stock, par value $0.001 per
share  (the  "Common  Stock"),  and  in  connection  therewith,  under  certain
              -------------
conditions,  the  Company  has  agreed  to  issue  certain  warrants to purchase
additional  shares  of  Common  Stock  (the  "Default Warrants");
                                              -----------------

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

     C.     Notwithstanding  anything  to  the  contrary  contained  herein, the
Investors  acknowledge  that the Company filed a registration statement on April
30, 2007 with respect to securities issued to McMahan Securities Co., L.P.,, and
that  the  Registrable Securities (as defined below) will not be included in nor
registered  pursuant  to  any  such  registration  statement;  and

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

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

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

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

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

          (b)     "Register,"  "registered,"  and  "registration"  refer  to  a
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registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements (as defined below) in compliance with the Securities Act and pursuant
to  Rule  415  under  the  Securities  Act  or  any successor rule providing for
offering  securities  on  a  continuous  or  delayed basis ("Rule 415"), and the
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declaration  or  ordering  of effectiveness of such Registration Statement(s) by
the  United  States  Securities  and  Exchange  Commission  (the  "SEC").
                                                                   ---

          (c)     "Registrable  Securities"  means  shares of Common Stock in an
                   -----------------------
amount  equal  to  (a) the shares of Common Stock issuable to the Investors upon
conversion  of  the  Convertible  Notes  pursuant  to  the  Securities  Exchange
Agreement  and  the  Notes  and  (b)  the shares of Common Stock issuable to the
Investors  upon  exercise  of  the  Warrant  Shares,  as  defined in the Default
Warrants.

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

          (e)     "Scheduled  Filing  Deadline"  means three hundred sixty (360)
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days  from  the  date  hereof.


<PAGE>
     2.     REGISTRATION.
            ------------

          (a)     Subject  to  the  terms  and conditions of this Agreement, the
Company shall prepare and file, no later the Scheduled Filing Deadline, with the
SEC a registration statement on Form SB-2 (or similar form) under the Securities
Act  (the  "SB-2 Registration Statement") for the resale by the Investors of all
            ---------------------------
Registrable  Securities,  or if it becomes eligible, a registration statement on
Form  S-3  under the Securities Act (the "Registration Statement").  The Company
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shall keep the Registration Statement "Evergreen" until payment or conversion in
full  of  the  Convertible  Notes  and  exercise  or  expiration  of the Default
Warrants, if any, or until Rule 144(k) of the Securities Act is available to the
Investors  with  respect  to  all  of  the  Conversion Shares and Warrant Shares
whichever  is  later.  The  Company shall retain, and pay at its sole expense, a
law  firm  to file the Registration Statement subject to the reasonable approval
of  a  majority of the Required Holders (as defined in the Convertible Notes) of
the Investors; provided, however, that in no event shall the Company be required
to  retain  any  law  firm  in  addition  to  its current securities counsel for
purposes  of  this Agreement.  Prior to the filing of the Registration Statement
with  the  SEC,  the  Company  shall  furnish a copy of the Initial Registration
Statement  to  the  Investors for their review and comment.  The Investors shall
furnish comments on the Registration Statement to the Company within twenty-four
(24)  hours  of  the  receipt  thereof  from  the  Company.

          (b)     Effectiveness  of  the  Registration  Statement.  The  Company
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shall  use  its  best  efforts  (i)  to have the Registration Statement declared
effective  by the SEC no later than one hundred eighty (180) days after the date
filed  (the  "Scheduled  Effective  Deadline")  and  (ii)  to  insure  that  the
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Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this Agreement.  It shall
be  an  event of default hereunder if the Registration Statement is not declared
effective  by the SEC within one hundred eighty (180) days after filing thereof.

          (c)     Failure  to  File  or Obtain and Maintain Effectiveness of the
                  --------------------------------------------------------------
Registration Statement.  In the event the Registration Statement is not filed by
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the  Scheduled  Filing  Deadline  or  is not declared effective by the SEC on or
before  the Scheduled Effective Deadline, or if after the Registration Statement
has  been  declared  effective  by the SEC, sales cannot be made pursuant to the
Registration  Statement  (whether  because of a failure to keep the Registration
Statement  effective,  failure  to disclose such information as is necessary for
sales  to  be  made  pursuant to the Registration Statement, failure to register
sufficient  shares of Common Stock or otherwise), then as partial relief for the
damages  to  any holder of Registrable Securities by reason of any such delay in
or reduction of its ability to sell the underlying shares of Common Stock (which
remedy  shall  not  be exclusive of any other remedies at law or in equity), the
Company  will  pay as liquidated damages (the "Liquidated Damages") and not as a
                                               ------------------
penalty,  to the Investors, a cash amount equal to two percent (2%) per month of
the  principal  amount  of  the  Convertible  Notes outstanding and held by such
Investors.  The initial payment of Liquidated Damages shall be made within three
(3)  business  days  from  the  end  of  the month in which the Scheduled Filing
Deadline or Scheduled Effective Deadline occurred, as the case may be, and shall
continue  thereafter  until  the  Registration  Statement  is  filed or declared
effective,  or  the  Convertible Notes have been redeemed by the Company, as the
case  may  be.  In the event that the Liquidated Damages are caused by a failure
to  maintain  the  effectiveness of the Registration Statement for more than ten
days  in  any 365 day period, the initial payment of Liquidated Damages shall be
made  within three (3) business days from the end of the month in which the 11th
day in such 365 day period that the Company failed to maintain the effectiveness
of  the  Registration  Statement  falls  and shall continue thereafter until the
effectiveness  of  the  Registration  Statement  has  been  restored.

          (d)     Liquidated  Damages.  The  Company  and  the  Investors hereto
                  -------------------
acknowledge  and  agree  that the sums payable under subsection 2(c) above shall
constitute liquidated damages and not penalties and are in addition to all other
rights  of the Investors, including the right to call a default.  Any Liquidated
Damages  (and  any accrued but unpaid interest thereon) that remain unpaid after
the  date  set forth in Section 2(c) shall accrue interest at the rate of twelve
percent  (12%)  per  annum.  All  Liquidated  Damages  paid  pursuant  to  this
Agreement,  but not including any interest accrued thereon, shall not exceed, in
the aggregate, 10% of the aggregate Exchange Price (as defined in the Securities
Exchange Agreement) delivered to the Company pursuant to the Securities Exchange
Agreement  (the  "Liquidated  Damages  Maximum"),  and,  at  such  time  as  the
Liquidated  Damages  Maximum  has  been  paid, the Company shall have no further
obligation  to  pay  amounts  under  subsection 2(c) above other than interested
accrued  on  such  Liquidated  Damages  not otherwise paid.  The parties further
acknowledge  that  (i)  the  amount  of loss or damages likely to be incurred is
incapable  or  is difficult to precisely estimate, (ii) the amounts specified in
such  subsection  bear  a  reasonable  relationship  to,  and are not plainly or
grossly  disproportionate  to,  the


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<PAGE>
probable  loss  likely  to  be  incurred  in  connection with any failure by the
Company  to  file  a  Registration  Statement  or  to  obtain  or  maintain  the
effectiveness  of  a  Registration  Statement,  (iii) one of the reasons for the
Company  and  the  Investors  reaching  an  agreement as to such amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv)  the  Company and the Investors are sophisticated business parties and have
been  represented  by  sophisticated  and able legal counsel and negotiated this
Agreement  at  arm's  length.

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

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

          (b)     The  Company  shall  prepare  and  file  with  the  SEC  such
amendments  (including  post-effective  amendments)  and  supplements  to  the
Registration  Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus  is to be filed pursuant to Rule 424
promulgated  under  the  Securities  Act,  as  may  be  necessary  to  keep such
Registration  Statement  effective  at all times during the Registration Period,
and,  during  such period, comply with the provisions of the Securities Act with
respect  to the disposition of all Registrable Securities of the Company covered
by  such  Registration  Statement  until  such  time  as all of such Registrable
Securities  shall  have been disposed of in accordance with the intended methods
of  disposition  by  the  seller  or  sellers  thereof  as  set  forth  in  such
Registration  Statement.  In  the  case  of  amendments  and  supplements  to  a
Registration Statement which are required to be filed pursuant to this Agreement
(including  pursuant  to  this Section 3(b)) by reason of the Company's filing a
report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous report under the
Securities  Exchange  Act  of 1934, as amended (the "Exchange Act"), the Company
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shall  incorporate  such report by reference into the Registration Statement, if
applicable,  or  shall  file  such amendments or supplements with the SEC on the
same day on which the Exchange Act report is filed which created the requirement
for  the  Company  to  amend  or  supplement  the  Registration  Statement.

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

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


                                     -3-
<PAGE>
          (e)     As  promptly as practicable after becoming aware of such event
or  development,  the  Company  shall  notify  each  Investor  in writing of the
happening  of  any  event  as  a  result  of  which the prospectus included in a
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading  (provided that in no event shall such
notice  contain  any  material,  nonpublic  information), and promptly prepare a
supplement  or  amendment  to such Registration Statement to correct such untrue
statement  or  omission,  and  deliver  ten  (10)  copies  of such supplement or
amendment  to each Investor.  Notwithstanding any provision of this Agreement to
the  contrary, if the Company makes such a notification, the Company may suspend
the  use  of  any prospectus contained in any Registration Statement for periods
not  to  exceed  forty-five  (45) business days in any three month period or two
periods  not to exceed an aggregate of ninety (90) business days in any 12 month
period  in  the  event  that  the  Company  determines,  in  the exercise of its
reasonable  discretion,  confirmed by a legal opinion from outside counsel, that
sales  of  Registrable  Securities thereunder could constitute violations of the
Securities  Act due to the Registration Statement containing an untrue statement
of  a  material  fact or omission to state a material fact required to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances  under  which  they  were  made, not misleading.  In each case the
Company  shall use commercially reasonable best efforts to remedy the deficiency
in  the  Registration  Statement  within thirty (30) business days.  The Company
shall also promptly notify each Investor in writing (i) when a prospectus or any
prospectus  supplement  or  post-effective  amendment has been filed, and when a
Registration  Statement  or  any  post-effective  amendment has become effective
(notification  of  such  effectiveness  shall  be  delivered to each Investor by
facsimile on the same day of such effectiveness), (ii) of any request by the SEC
for  amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that
a  post-effective  amendment  to  a Registration Statement would be appropriate.

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

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

          (h)     The  Company  shall  make  available for inspection by (i) any
Investor  and  (ii)  one (1) firm of accountants or other agents retained by the
Investors  (collectively,  the  "Inspectors")  all pertinent financial and other
                                 ----------
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
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Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which the Inspector may reasonably request; provided, however,
that  each  Inspector  shall  agree,  and any Investor hereby agrees, to hold in
strict  confidence  and shall not make any disclosure (except to an Investor) or
use  any  Record or other information which the Company determines in good faith
to  be  confidential, and of which determination the Inspectors are so notified,
unless  (a)  the  disclosure  of such Records is necessary to avoid or correct a
misstatement  or omission in any Registration Statement or is otherwise required
under the Securities Act, (b) the release of such Records is ordered pursuant to
a  final,  non-appealable  subpoena  or order from a court or government body of
competent  jurisdiction,  or  (c)  the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or  any  other  agreement of which the Inspector and the Investor has knowledge.
Each  Investor  agrees  that  it  shall,  upon  learning that disclosure of such
Records  is  sought  in  or  by  a  court  or  governmental  body  of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at  its  expense,  to  undertake  appropriate  action  to prevent
disclosure  of,  or  to  obtain  a  protective  order  for,  the  Records deemed
confidential.


                                     -4-
<PAGE>
          (i)     The  Company  shall  hold  in  confidence  and  not  make  any
disclosure  of information concerning an Investor provided to the Company unless
(i)  disclosure of such information is necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by  a  court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow the Investor, at such Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

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

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

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

          (m)     The  Company  shall  make  generally available to its security
holders  as  soon  as  practical,  but not later than ninety (90) days after the
close  of  the  period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 under the Securities Act) covering a twelve (12)
month  period  beginning  not  later  than the first day of the Company's fiscal
quarter  next  following  the  effective  date  of  the  Registration Statement.

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

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

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

     4.     OBLIGATIONS  OF  THE  INVESTORS.
            -------------------------------

     Each  Investor  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence of Section 3(e), such Investor will immediately discontinue disposition
of  Registrable  Securities  pursuant  to any Registration Statement(s) covering
such Registrable Securities until such event has been remedied.  Notwithstanding
anything  to the contrary, the Company shall cause its transfer agent to deliver
unlegended  certificates  for  shares  of  Common  Stock  to  a transferee of an
Investor  in  accordance  with the terms of the Securities Exchange Agreement in
connection  with  any  sale  of  Registrable Securities with respect to which an
Investor has entered into a contract for sale prior to the Investor's receipt of
a  notice  from  the


                                     -5-
<PAGE>
Company  of  the happening of any event of the kind described in Section 3(f) or
the  first  sentence  of  3(e)  and  for which the Investor has not yet settled.

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

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

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

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

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

          (b)     In  connection  with  a  Registration Statement, each Investor
agrees  to severally and not jointly indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company,
each  of  its  directors,  each  of its officers, employees, representatives, or
agents  and  each Person, if any, who controls the Company within the meaning of
the  Securities  Act  or the Exchange Act (each an "Indemnified Party"), against
                                                    -----------------
any  Claim or Indemnified Damages to which any of them may become subject, under


                                     -6-
<PAGE>
the  Securities  Act,  the  Exchange  Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or is based upon any Violation, in each case to
the  extent, and only to the extent, that such Violation occurs in reliance upon
and  in  conformity  with  written  information furnished to the Company by such
Investor  expressly for use in connection with such Registration Statement; and,
subject  to  Section  6(d),  such  Investor  will  reimburse  any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any  such  Claim;  provided,  however,  that  the indemnity agreement
contained  in  this  Section 6(b) and the agreement with respect to contribution
contained  in  Section  7  shall  not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  prospectus  shall  not inure to the benefit of any Indemnified
Party  if  the  untrue  statement  or omission of material fact contained in the
prospectus  was corrected and such new prospectus was delivered to each Investor
prior  to such Investor's use of the prospectus to which the Claim relates.  The
indemnification  provided  for  in  this  Section  6(b) shall not exceed for any
Investor,  the  positive  difference  between  the  Exchange  Price paid for its
portion  of  the  Registrable  Shares and the closing bid price on the Principal
Market (as defined in the Securities Exchange Agreement) of the Company's Common
Stock  on  the  day  that  such  Investor  sells  or  transfers  such  shares.

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

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


                                     -7-
<PAGE>
          (e)     The indemnity agreements contained herein shall be in addition
to  (i)  any  cause  of  action  or  similar  right  of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others, and (ii) any
liabilities  the  indemnifying  party  may  be  subject  to pursuant to the law.

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

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

     8.     REPORTS  UNDER  THE  EXCHANGE  ACT.
            ----------------------------------

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

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

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

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

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

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

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

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

          (b)     Any  notices,  consents,  waivers  or  other  communications
required  or  permitted to be given under the terms of this Agreement must be in
writing  and  will  be  deemed  to  have  been delivered: (i) upon receipt, when
delivered  personally;  (ii)  upon  receipt,  when  sent  by facsimile (provided
confirmation  of  transmission


                                     -8-
<PAGE>
is  mechanically  or  electronically  generated  and kept on file by the sending
party); or (iii) one (1) business day after deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

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

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


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

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

          (d)     The  parties  hereto  acknowledge  that  the  transactions
contemplated  by  this  Agreement  and  the  exhibits  hereto  bear a reasonable
relation  to  the State of New York.  The parties hereto agree that the internal
laws  of  the  State  of  New  York shall govern this Agreement and the exhibits
hereto,  including, but not limited to, all issues related to usury.  Any action
to  enforce  the terms of this Agreement or any of its exhibits shall be brought
exclusively  in the state and/or federal courts situated in the County and State
of  New  York.  Each party hereby irrevocably waives personal service of process
and  consents  to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to  limit  in any way any right to serve process in any manner permitted by law.
If  any  provision  of  this  Agreement shall be invalid or unenforceable in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity  or  enforceability  of  any  provision  of this Agreement in any other
jurisdiction.  EACH  PARTY  HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES  NOT  TO  REQUEST,  A  JURY  TRIAL  FOR  THE  ADJUDICATION OF ANY DISPUTE
HEREUNDER  OR  IN  CONNECTION  HEREWITH  OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION  CONTEMPLATED  HEREBY.

          (e)     This  Agreement, the Securities Exchange Agreement and related
documents  including  the Convertible Notes and the Default Warrants, constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof  and  thereof.  There  are  no  restrictions,  promises,  warranties  or
undertakings,  other  than  those  set  forth or referred to herein and therein.
This  Agreement,  the  Securities  Exchange  Agreement  and  related  documents
including  the  Convertible  Notes and the Default Warrants, supersede all prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.  In  the  event  of  any


                                     -9-
<PAGE>
conflict  between  the  provisions of this Agreement and the Securities Exchange
Agreement,  the  Convertible  Notes  and  the Default Warrants, the terms of the
Securities  Exchange  Agreement  shall  control.

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

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

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

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -10-
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have caused this Investor Registration
Rights  Agreement  to  be  duly executed as of day and year first above written.

                                        COMPANY:
                                        CHARYS  HOLDING  COMPANY,  INC.

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


                                        INVESTORS:
                                        GOTTBETTER  CAPITAL  MASTER,  LTD.

                                        By:
                                           -------------------------------------
                                        Name:  Adam  S.  Gottbetter
                                        Title:  Director


                                        CASTLERIGG  MASTER  INVESTMENTS  LTD.

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


                                        UBS O'CONNOR LLC F/B/O O'CONNOR PIPES
                                        CORPORATE STRATEGIES MASTER LTD.

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


                                      -11-
<PAGE>
<TABLE>
<CAPTION>
                                                                  EXECUTION COPY


                                   SCHEDULE I
                                   ----------

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


                                       ADDRESS/FACSIMILE
NAME                                   NUMBER OF INVESTOR
-------------------------------------  -------------------------------
<S>                                    <C>

Gottbetter Capital Master, Ltd.        488 Madison Avenue
                                       New York, NY 10022
                                       Facsimile: (212) 400-6999

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

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

Castlerigg Master Investments          40 West 57th Street, 26th Floor
                                       New York, NY 100192
                                       Facsimile: (212) 603-5710
                                       Email: mpliskin@sandellmgmt.com

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

UBS O'Connor LLC F/B/O O'Connor Pipes  1 North Wacker
Corporate Strategies Master Ltd.       Chicago, IL 60606
                                       Facsimile: (312) 525-5868
</TABLE>


<PAGE>
                                    EXHIBIT A

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

Attention:

          Re:     CHARYS  HOLDING  COMPANY,  INC.

Ladies  and  Gentlemen:

     We are counsel to Charys Holding Company, Inc., a Delaware corporation (the
"Company"),  and  have  represented  the Company in connection with that certain
---------
Securities Exchange Agreement (the "Securities Exchange Agreement") entered into
                                    -----------------------------
by  and  among  the  Company  and the investors named therein (collectively, the
"Investors")  pursuant to which the Company issued to the Investors Subordinated
-----------
Unsecured  Convertible  Notes (the "Notes"), and if applicable, Default Warrants
                                    -----
("Default  Warrants"),  which  Notes  and  Default Warrants are convertible into
  -----------------
shares  of  Common  Stock,  par  value  $0.001  per  share (the "Common Stock").
                                                                 ------------
Pursuant to the Securities Exchange Agreement, the Company also has entered into
a  Registration  Rights  Agreement  with the Investors (the "Registration Rights
                                                             -------------------
Agreement")  pursuant  to  which  the  Company  agreed,  among  other things, to
---------
register  the  Registrable  Securities  (as  defined  in the Registration Rights
Agreement)  under the Securities Act of 1933, as amended (the "Securities Act").
                                                               --------------
In  connection  with  the  Company's  obligations  under the Registration Rights
Agreement,  on                   , the Company filed a Registration Statement on
                ------------ ----
Form          (File No. 333-             ) (the "Registration Statement") with
      --------              -------------
                                                   ----------------------
the  Securities  and Exchange Commission (the "SEC") relating to the Registrable
                                               ---
Securities  which  names  each  of  the  Investors  as  a  selling  stockholder
thereunder.

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

                                        Very  truly  yours,

                                        [LAW  FIRM]

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

cc:     [LIST  NAMES  OF  INVESTOR]