Exhibit 99.2

COMPENSATION COMMITTEE CHARTER
FOR
SYSTEMAX INC.

Purpose of Committee

The purpose of the Compensation Committee (the
Committee) of the Board of Directors (the Board) of
Systemax Inc. (the Company) is (i) to perform the functions
described below under Committee Duties and Responsibilities in order
to discharge the Boards responsibilities relating to compensation of the
Companys executives and (ii) to produce an annual report on executive
compensation for inclusion in the Companys proxy statement, in accordance
with applicable rules and regulations.

In pursuing its purpose the Committee shall ensure that a proper
system of long-term and short-term compensation is in place for management, and
that compensation plans are appropriate and competitive and properly reflect the
objectives and performance of management and the Company.

Committee Duties and Responsibilities

The Committees duties and responsibilities are to:

| | 1. | Review and approve corporate goals and objectives relevant to
the compensation of the Chief Executive Officer and, after an evaluation of the
Chief Executive Officer's performance in light of those goals and objectives,
set the compensation of the Chief Executive Officer. In determining the
long-term incentive component of the Chief Executive Officer's compensation, the
Committee should consider, among other factors, the Company's performance and
relative shareholder return, the value of similar incentive awards for chief
executive officers at comparable companies and the awards given to the Chief
Executive Officer in past years;
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| | 2. | Review, and make periodic recommendations to the Board with
respect to, the general compensation, benefits and perquisites policies and
practices of the Company, including, without limitation, the Company's
incentive-compensation plans and equity-based compensation plans. In
circumstances in which equity- based compensation plans are not subject to
shareholder approval, such plans shall be subject to Committee approval;
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| | 3. | Produce an annual report on executive compensation for
inclusion in the Company's proxy statement, and otherwise report to the
shareholders of the Company in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission; and
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| | 4. | Perform such other duties as the Board may assign to the
Committee with respect to the Company's compensation policies.
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Committee Membership

The Committee shall consist of at least three members of the
Board. The members of the Committee shall be appointed by the Board, and shall
serve at the pleasure of the Board for such term or terms as the Board may
determine.

Committee Structure and Operations

A majority of the Committee shall constitute a quorum. The Board
shall designate a member of the Committee as its chairperson. The Committee may
act by a majority of the members present at a meeting of the Committee. In the
event of a tie vote on any issue, the chairpersons vote shall decide the
issue. The Committee shall meet in person or telephonically at least once a
year, at a time and place determined by the Committee chairperson, with further
meetings to occur when deemed necessary or desirable by the Committee or its
chairperson. The Committee may delegate some or all of its duties to a
subcommittee comprising one or more members of the Committee. The Committee may
ask members of management or others whose advice and counsel are relevant to the
issues then being considered by the Committee to attend any meetings and to
provide such pertinent information as the Committee may request. The Committee
shall report to the Board at least once a year.

Performance Evaluation

The Committee shall annually compare its performance with the
requirements of this charter, set forth its objectives for the next year and
recommend changes in this charter, if any, considered appropriate by the
Committee. Such evaluation shall be reported to the Board in such manner as the
Committee from time to time determines.

Surveys and Studies

The Committee may conduct or authorize surveys or studies of
matters within the Committees scope of responsibilities as described
above, including, but not limited to, surveys or studies of compensation
practices in relevant industries, to maintain the Companys competitiveness
and ability to recruit and retain highly qualified personnel, and may retain and
terminate, at the expense of the Company, independent counsel or other
consultants necessary to assist in any such survey or study. If any compensation
consultant or firm is to assist in the evaluation of director, chief executive
officer or senior executive compensation, the Committee shall have the sole
authority to retain and terminate the compensation consultant or firm and
approve such firm or persons fees and other retention terms.

Nothing contained in this charter is intended to, or should be
construed as, creating any responsibility or liability of the members of the
Committee except to the extent otherwise provided under applicable Delaware law
which shall continue to set the legal standard for the conduct of the members of
the Committee.

Adopted  February 28, 2003