CHARYS HOLDING COMPANY, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

1.     General  Provisions.
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     1.1.     Purpose.  This  Stock  Incentive  Plan (the "Plan") is intended to
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allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Charys  Holding  Company,  Inc.,  a Delaware corporation (the "Company") and its
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Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

     1.2.     Administration.
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          1.2.1.     The  Plan  shall  be  administered  by  the  Compensation
Committee  (the  "Committee") of, or appointed by, the Board of Directors of the
Company  (the  "Board").  The  Committee  shall  select  one  of  its members as
Chairman  and  shall  act  by  vote  of  a majority of a quorum, or by unanimous
written  consent.  A  majority  of  its  members shall constitute a quorum.  The
Committee  shall  be  governed  by the provisions of the Company's Bylaws and of
Delaware  law  applicable  to  the Board, except as otherwise provided herein or
determined  by  the  Board.

          1.2.2.     The  Committee  shall  have full and complete authority, in
its  discretion,  but  subject  to  the  express  provisions of this Plan (a) to
approve  the  Employees nominated by the management of the Company to be granted
Awards  or Stock Options; (b) to determine the number of Awards or Stock Options
to be granted to an Employee; (c) to determine the time or times at which Awards
or  Stock  Options  shall be granted; to establish the terms and conditions upon
which  Awards  or  Stock  Options  may be exercised; (d) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

          1.2.3.     The  Company  hereby  agrees to indemnify and hold harmless
each  Committee  member  and  each  Employee,  and  the estate and heirs of such
Committee  member  or  Employee,  against  all  claims,  liabilities,  expenses,
penalties,  damages  or other pecuniary losses, including legal fees, which such
Committee  member or Employee, his estate or heirs may suffer as a result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3.     Eligibility  and Participation.  The Employees eligible under this
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Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4.     Shares  Subject to this Plan.  The maximum number of shares of the
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Common Stock that may be issued pursuant to this Plan shall be 5,000,000 subject
to  adjustment  pursuant  to  the provisions of Paragraph 4.1.  If shares of the
Common Stock awarded or issued under this Plan are reacquired by the Company due
to  a  forfeiture  or  for  any other reason, such shares shall be cancelled and
thereafter  shall  again  be  available  for  purposes of this Plan.


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If  a  Stock  Option  expires, terminates or is cancelled for any reason without
having  been  exercised  in  full,  the shares of the Common Stock not purchased
thereunder  shall  again  be  available  for  purposes  of  this  Plan.

2.     Provisions  Relating  to  Stock  Options.
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     2.1.     Grants of Stock Options.  The Committee may grant Stock Options in
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such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.

     2.2.     Purchase  Price.  The  purchase  price  (the  "Exercise Price") of
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shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of exercise.  For an Employee holding greater than 10 percent of the
total  voting power of all stock of the Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "Fair  Market  Value"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.

     2.3.     Option  Period.  The  Stock  Option  period  (the  "Term")  shall
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commence  on the date of grant of the Stock Option and shall be 10 years or such
shorter  period  as  is  determined  by  the Committee.  Each Stock Option shall
provide  that  it  is exercisable over its term in such periodic installments as
the  Committee  may  determine,  subject  to  the provisions of Paragraph 2.4.1.
Section  16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  exempts persons normally subject to the reporting requirements of Section
16(a)  of  the  Exchange  Act (the "Section 16 Reporting Persons") pursuant to a
qualified  employee stock option plan from the normal requirement of not selling
until at least six months and one day from the date the Stock Option is granted.

     2.4.     Exercise  of  Options.
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          2.4.1.     Each Stock Option may be exercised in whole or in part (but
not  as  to  fractional shares) by delivering it for surrender or endorsement to
the  Company,  attention  of the Corporate Secretary, at the principal


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office  of  the  Company,  together  with  payment  of the Exercise Price and an
executed  Notice  and  Agreement of Exercise in the form prescribed by Paragraph
2.4.2. Payment may be made (a) in cash, (b) by cashier's or certified check, (c)
by  surrender  of previously owned shares of the Common Stock valued pursuant to
Paragraph  2.2 (if the Committee authorizes payment in stock in its discretion),
(d) by withholding from the Option Shares which would otherwise be issuable upon
the  exercise  of  the  Stock  Option  that number of Option Shares equal to the
exercise  price  of  the  Stock Option, if such withholding is authorized by the
Committee  in  its discretion, or (e) in the discretion of the Committee, by the
delivery  to the Company of the optionee's promissory note secured by the Option
Shares,  bearing  interest  at  a  rate  sufficient to prevent the imputation of
interest under Sections 483 or 1274 of the Code, and having such other terms and
conditions as may be satisfactory to the Committee. Subject to the provisions of
this Paragraph 2.4 and Paragraph 2.5, the Employee has the right to exercise his
or  her Stock Options at the rate of at least 33-1/3 percent per year over three
years  from  the  date  the  Stock  Option  is  granted.

          2.4.2.     Exercise  of  each  Stock  Option  is  conditioned upon the
agreement  of  the Employee to the terms and conditions of this Plan and of such
Stock  Option  as evidenced by the Employee's execution and delivery of a Notice
and  Agreement  of  Exercise  in a form to be determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

          2.4.3.     No  Stock  Option shall be exercisable unless and until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.

     2.5.     Continuous Employment.  Except as provided in Paragraph 2.7 below,
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an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of the date
such  leave of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns  to  the  employ of the Company within 90 days (or such longer period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge  from  military service.  If an Employee does not return to the employ
of  the  Company  within  90 days (or such longer period as may be prescribed by
law)  from  the  date  the  Employee  first becomes entitled to a discharge from
military  service, the Employee's


<PAGE>
employment  with  the  Company shall be deemed to have terminated as of the date
the  Employee's  military  service  ended.

     2.6.     Restrictions  on  Transfer.  Each  Stock Option granted under this
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Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     2.7.     Termination  of  Employment.
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          2.7.1.     Upon an Employee's Retirement, Disability (both terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  Cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:

                    (a)     At  least six months from the date of termination if
termination  was  caused  by  death  or  disability.

                    (b)     At  least  30  days  from the date of termination if
termination  was  caused  by  other  than  death  or  disability.

          2.7.2.     Upon  the  termination of the employment of an Employee for
any  reason  other than those specifically set forth in Paragraph 2.7.1, (a) all
Stock  Options  to  the  extent then presently exercisable by the Employee shall
remain  exercisable  only  for  a  period  of  90  days  after  the date of such
termination of employment (except that the 90 day period shall be extended to 12
months  if  the  Employee  shall  die  during  such  90  day period), and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the  fixed term thereof, and (b) unless otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable  thereafter.

          2.7.3.     For  purposes  of  this  Plan:

                    (a)     "Retirement"  shall  mean  an  Employee's retirement
from  the  employ  of  the  Company  on  or after the date on which the Employee
attains  the  age  of  65  years;  and

                    (b)     "Disability"  shall  mean  total  and  permanent
incapacity  of  an  Employee,  due to physical impairment or legally established
mental  incompetence,  to  perform the usual duties of the Employee's employment
with  the  Company, which disability shall be determined (i) on medical evidence
by  a  licensed  physician designated by the Committee, or (ii) on evidence that
the  Employee  has  become  entitled  to  receive primary benefits as a disabled
employee under the Social Security Act in effect on the date of such disability.

3.     Provisions  Relating  to  Awards.
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     3.1.     Grant  of  Awards.  Subject  to  the  provisions of this Plan, the
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Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by  the Employee for the Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject


<PAGE>
to  a restriction period (after which the restrictions shall lapse), which shall
be  a period commencing on the date the Award is granted and ending on such date
as  the  Committee shall determine (the "Restriction Period"). The Committee may
provide  for  the lapse of restrictions in installments, for acceleration of the
lapse  of  restrictions  upon  the  satisfaction  of  such  performance or other
criteria or upon the occurrence of such events as the Committee shall determine,
and for the early expiration of the Restriction Period upon an Employee's death,
Disability  or  Retirement as defined in Paragraph 2.7.3, or, following a Change
of  Control, upon termination of an Employee's employment by the Company without
"Cause" or by the Employee for "Good Reason," as those terms are defined herein.
For  purposes  of  this  Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:

          (a)     the  Employee's  continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company  specifying the manner in which he has willfully and materially breached
such  duties,  other  than  any  such  failure  resulting from Disability of the
Employee  or  his  resignation  for  "Good  Reason,"  as  defined  herein;  or

          (b)     the  conviction  of  the  Employee  of  a  felony;  or

          (c)     the  Employee's  commission  of  fraud  in  the  course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or

          (d)     the  Employee's  gross misconduct causing material harm to the
Company.

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:

          (a)     the assignment to the Employee of duties inconsistent with his
executive  status  prior to the Change of Control or a substantive change in the
officer  or  officers to whom he reports from the officer or officers to whom he
reported  immediately  prior  to  the  Change  of  Control;  or

          (b)     the  elimination  or  reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately prior to the
Change  of  Control;  or

          (c)     a  reduction  by  the  Company  in  the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or

          (d)     the  Company  requiring  the  Employee  to  be  based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or

          (e)     the failure of the Company to grant the Employee a performance
bonus  reasonably  equivalent  to  the  same  percentage  of salary the Employee
normally  received  prior to the Change of Control, given comparable performance
by  the  Company  and  the  Employee;  or


<PAGE>
          (f)     the failure of the Company to obtain a satisfactory Assumption
Agreement  (as  defined in Paragraph 4.13 of this Plan) from a successor, or the
failure  of  such  successor  to  perform  such  Assumption  Agreement.

     3.2.     Incentive Agreements.  Each Award granted under this Plan shall be
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evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

     3.3.     Amendment, Modification and Waiver of Restrictions.  The Committee
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may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.

     3.4.     Terms  and  Conditions  of  Awards.  Upon  receipt  of an Award of
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shares  of the Common Stock under this Plan, even during the Restriction Period,
an  Employee  shall be the holder of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

          3.4.1.     Except  as  otherwise  provided  in  this Paragraph 3.4, no
shares  of  the  Common  Stock  received  pursuant  to  this Plan shall be sold,
exchanged,  transferred,  pledged,  hypothecated or otherwise disposed of during
the  Restriction Period applicable to such shares.  Any purported disposition of
such the Common Stock in violation of this Paragraph 3.4 shall be null and void.

          3.4.2.     If  an  Employee's  employment  with the Company terminates
prior  to  the expiration of the Restriction Period for an Award, subject to any
provisions  of  the  Award  with  respect to the Employee's death, Disability or
Retirement,  or Change of Control, all shares of the Common Stock subject to the
Award  shall  be  immediately  forfeited  by  the Employee and reacquired by the
Company,  and  the  Employee  shall  have  no further rights with respect to the
Award.  In  the  discretion of the Committee, an Incentive Agreement may provide
that,  upon  the  forfeiture  by  an Employee of Award Shares, the Company shall
repay to the Employee the consideration (if any) which the Employee paid for the
Award  Shares on the grant of the Award.  In the discretion of the Committee, an
Incentive  Agreement  may  also  provide  that  such  repayment shall include an
interest factor on such consideration from the date of the grant of the Award to
the  date  of  such  repayment.

          3.4.3.     The  Committee  may require under such terms and conditions
as  it  deems  appropriate or desirable that (a) the certificates for the Common
Stock  delivered  under  this Plan are to be held in custody by the Company or a
person  or  institution  designated  by the Company until the Restriction Period
expires, (b) such certificates shall bear a legend referring to the restrictions
on  the  Common  Stock  pursuant  to  this Plan, and (c) the Employee shall have
delivered  to the Company a stock power endorsed in blank relating to the Common
Stock.

4.     Miscellaneous  Provisions.
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     4.1.     Adjustments  Upon  Change  in  Capitalization.
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          4.1.1.     The  number and class of shares subject to each outstanding
Stock  Option, the Exercise Price thereof (but not the total price), the maximum
number  of Stock Options that may be granted under this Plan, the minimum number
of  shares  as to which a Stock Option may be exercised at any one time, and the
number  and  class  of  shares  subject  to  each  outstanding  Award,  shall be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  the  Common  Stock which results from a split-up or
consolidation  of  shares,  payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of  shares the Employee would have received had the Employee
been  the holder of the number of shares of the Common Stock for which the Stock
Option  is  being exercised upon the date of such change or increase or decrease
in  the  number  of  issued  shares  of  the  Company, and (b) upon the lapse


<PAGE>
of  restrictions  of the Award Shares, the Employee shall receive the number and
class  of  shares  the  Employee  would have received if the restrictions on the
Award  Shares  had  lapsed on the date of such change or increase or decrease in
the  number  of  issued  shares  of  the  Company.

          4.1.2.     Upon  a  reorganization,  merger  or  consolidation  of the
Company  with  one  or more corporations as a result of which the Company is not
the  surviving  corporation  or  in which the Company survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.

     4.2.     Withholding  Taxes.  The  Company shall have the right at the time
              ------------------
of  exercise  of  any  Stock  Option,  the  grant  of  an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:

          (a)     The  withholding  of  Option  Shares  or  Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and

          (b)     The  withholding  of  Option  Shares  or  Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.

     4.3.     Relationship  to  Other Employee Benefit Plans.  Stock Options and
              ----------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4.     Amendments  and  Termination.  The  Board  of Directors may at any
              ----------------------------
time suspend, amend or terminate this Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.

     4.5.     Successors  in  Interest.  The  provisions  of  this  Plan and the
              ------------------------
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.


<PAGE>
     4.6.     Other Documents.  All documents prepared, executed or delivered in
              ---------------
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7.     Fairness  of  the Repurchase Price.  In the event that the Company
              ----------------------------------
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  33-1/3  percent of the securities per year over three years from the date
the  option  is granted (without respect to the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).

     4.8.     No  Obligation  to  Continue Employment.  This Plan and the grants
              ---------------------------------------
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.9.     Misconduct of an Employee.  Notwithstanding any other provision of
              -------------------------
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this Plan.  However, any vested options and shares shall remain
vested  and  not  be  forfeited.

     4.10.     Other  Agreements.  Notwithstanding  anything herein contained to
               -----------------
the  contrary, the definitions of "Cause" or "Good Reason" shall be as specified
herein  and  no  reference  shall  be  made  to  any other agreement between the
Company,  the  Employee,  or  any  other  party.

     4.11.     Term  of  Plan.  No  Stock  Option shall be exercisable, or Award
               --------------
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board effective April 28, 2004.  No Stock Options or Awards may be granted under
this  Plan  after  April  28,  2014.

     4.12.     Governing  Law.  This Plan and all actions taken thereunder shall
               --------------
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Delaware.

     4.13.     Approval.  This  Plan  must  be  approved  by  a  majority of the
               --------
outstanding  securities  entitled  to vote within 12 months before or after this
Plan  is  adopted  or  the  date  the agreement is entered into.  Any securities
purchased  before  security  holder  approval  is  obtained must be rescinded if
security  holder  approval is not obtained within 12 months before or after this
Plan  is  adopted  or  the  date the agreement is entered into.  Such securities
shall  not  be  counted  in  determining  whether  such  approval  is  obtained.

     4.14.     Assumption  Agreements.  The Company will require each successor,
               ----------------------
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such


<PAGE>
additional  provisions,  if  any, as the Committee shall require and approve, in
order  to  preserve  such  benefits  to  the  Employees.  Without  limiting  the
generality  of  the foregoing, the Committee may require an Assumption Agreement
to  include  satisfactory  undertakings  by  a  successor:

          (a)     To  provide  liquidity  to  the  Employees  at  the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;

          (b)     If  the  succession occurs before the expiration of any period
specified  in  the Incentive Agreements for satisfaction of performance criteria
applicable  to  the Common Stock awarded thereunder, to refrain from interfering
with  the  Company's ability to satisfy such performance criteria or to agree to
modify  such  performance  criteria  and/or  waive  any  criteria that cannot be
satisfied  as  a  result  of  the  succession;

          (c)     To  require  any  future successor to enter into an Assumption
Agreement;  and

          (d)     To  take  or  refrain  from  taking  such other actions as the
Committee  may  require  and  approve,  in  its  discretion.

     4.15.     Compliance  with  Rule  16b-3.  Transactions  under this Plan are
               -----------------------------
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.

     4.16.     Information  to  Shareholders.  The Company shall furnish to each
               -----------------------------
of  its  stockholders  financial  statements  of  the Company at least annually.

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of April 28,
2004.


                                        CHARYS HOLDING COMPANY, INC.


                                        By /s/ Billy V. Ray, Jr.
                                          ------------------------------------
                                          Billy V. Ray, Jr., President