ARBITRATION AND NOTICE OF FINAL AGREEMENT

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To: Charys Holding Company, Inc.

1117 Perimeter Center West, Suite N415

Atlanta, Georgia 30338

(collectively, whether one or more, "Borrower")

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As of the effective date of this Notice, Borrower and THE FROST NATIONAL BANK, a

national banking association ("Lender") have consummated a transaction pursuant

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to which Lender has agreed to make a loan or loans to Borrower, and/or to

otherwise extend credit or make financial accommodations to or for the benefit

of Borrower, in an aggregate amount up to $300,000.00 (collectively, whether one

or more, the "Loan").

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ARBITRATION

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Upon written request of either Lender or Borrower, any controversy or claim

between or among the parties hereto including but not limited to those arising

out of or relating to the Loan, any of the loan documents or any related

agreements or instruments executed in connection with the Loan (the "Loan

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Documents"), including any claim based on or arising from an alleged tort, shall

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be determined by binding arbitration in accordance with the Federal Arbitration

Act (or if not applicable, the applicable state law), the Commercial Arbitration

Rules of the American Arbitration Association, and the "Special Rules" set forth

below unless both Lender and Borrower, in their respective sole discretion,

agree in writing to mediate the dispute prior to submitting to binding

arbitration. In the event of any inconsistency, the Special Rules shall control.

Judgment upon any arbitration award may be entered in any court having

jurisdiction. Any party to this Agreement may bring an action, including a

summary or expedited proceeding, to compel arbitration of any controversy or

claim to which this agreement applies in any court having jurisdiction over such

action. The party that reques