CHARTER OF
                               THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                         OF CHARYS HOLDING COMPANY, INC.

     1.   Audit  Committee  Purpose.  The  Audit  Committee  of  the  Board  of
          -------------------------
Directors  of  Charys  Holding  Company,  Inc.,  a  Delaware  corporation  (the
"Company")  is  appointed  by  the  Board  of  Directors  to assist the Board of
Directors  in  fulfilling its oversight responsibilities.  The Audit Committee's
primary  duties  and  responsibilities  are  to:

          (a)  Monitor  the  integrity  of  the  Company's  financial  reporting
process.

          (b)  Provide  systems  of  internal  controls  regarding  finance,
accounting,  and  legal  compliance.

          (c)  Monitor  the  independence  and  performance  of  the  Company's
independent  auditors.

          (d)  Provide  an  avenue  of  communication  among  the  independent
auditors,  management,  and  the  Board  of  Directors.

     The  Audit  Committee  has  the  authority  to  conduct  any  investigation
appropriate  to  fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization.  The Audit Committee
has  the ability to retain, at the Company's expense, special legal, accounting,
or  other  consultants  or  experts it deems necessary in the performance of its
duties.

     2.   Audit  Committee  Composition  and  Meetings.  Audit Committee members
          --------------------------------------------
shall  meet  the  requirements of the National Association of Securities Dealers
and  the  criteria  set  forth  in  the  Appendix  1 attached hereto.  The Audit
                                         -----------
Committee shall be comprised of two or more directors as determined by the Board
of  Directors,  each  of  whom shall be independent nonexecutive directors, free
from  any relationship that would interfere with the exercise of his independent
judgment.  All  members  of the Audit Committee shall have a basic understanding
of  finance  and  accounting  and  be  able  to  read and understand fundamental
financial  statements, and at least one member of the Audit Committee shall have
accounting  or  related  financial  management  expertise.

     Audit  Committee  members  shall  be appointed by the Board of Directors on
recommendation of a nominating committee.  If an audit committee Chairman is not
designated  or  present,  the  members  of  the  Audit Committee may designate a
Chairman  by  majority  vote  of  the  Audit  Committee  membership.

     The  Audit  Committee  shall  meet  at  least three times annually, or more
frequently as circumstances dictate.  The Audit Committee Chairman shall prepare
and/or approve an agenda in advance of each meeting.  The Audit Committee should
meet  privately  in  executive  session  at  least annually with management, the
independent  auditors  and  as a committee to discuss any matters that the Audit
Committee  or  each  of  these  groups  believes  should  be  discussed.

     3.   Audit  Committee  Responsibilities  and  Duties.
          -----------------------------------------------

          (a)  Review  Procedures.
               ------------------

               (i)   Review  and  reassess the adequacy of this Charter at least
annually.  Submit  the  charter  to the Board of Directors for approval and have
the  document  published  at  least  every  three  years  in accordance with the
Securities  and  Exchange  Commission  regulations.

               (ii)  Review  the  Company's  annual audited financial statements
prior  to  filing  or  distribution.  Review  should  include  discussion  with
management  and  independent auditors of significant issues regarding accounting
principles,  practices  and  judgments.


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     In  consultation with the management and the independent auditors, consider
the  integrity  of  the  Company's  financial  reporting processes and controls.
Discuss  significant financial risk exposures and the steps management has taken
to  monitor,  control  and  report  such exposures.  Review significant findings
prepared  by  the  independent  auditors  together  with  management's responses
including  the  status  of  previous  recommendations.

          (b)  Independent  Auditors.
               ---------------------

               (i)   The  independent auditors are ultimately accountable to the
Audit  Committee  and  the Board of Directors.  The Audit Committee shall review
the  independence  and performance of the auditors and annually recommend to the
Board  of  Directors  the appointment of the independent auditors or approve any
discharge  of  auditors  when  circumstances  warrant.

               (ii)  Approve  the  fees and other significant compensation to be
paid  to  the  independent  auditors.

     On  an annual basis, the Audit Committee should review and discuss with the
independent  auditors  all  significant relationships they have with the Company
that  could  impair  the  auditors'  independence.

     Review  the  independent auditors' audit plan, and discuss scope, staffing,
locations,  reliance  upon  management  and  internal  audit  and  general audit
approach.

     Prior  to releasing the year-end earnings, discuss the results of the audit
with  the  independent  auditors.  Discuss  certain  matters  required  to  be
communicated  to  audit  committees in accordance with the American Institute of
Certified  Public  Accountants  Statement  of  Auditing  Standards  No.  61.

     Consider  the  independent  auditors'  judgment  about  the  quality  and
appropriateness  of  the  Company's  accounting  principles  as  applied  in its
financial  reporting.

     4.   Legal  Compliance.  On  at  least  an  annual  basis,  review with the
          -----------------
Company's counsel, any legal matters that could have a significant impact on the
organization's  financial  statements,  the Company's compliance with applicable
laws  and  regulations,  inquiries  received  from  regulators  or  governmental
agencies.

     5.   Other  Audit  Committee  Responsibilities.
          -----------------------------------------

          (a)  Annually  prepare  a  report  to  stockholders as required by the
Securities  and  Exchange  Commission.  The  report  should  be  included in the
Company's  annual  proxy  statement.

          (b)  Perform  any  other  activities consistent with this Charter, the
Company's  Bylaws  and  governing  law,  as  the Audit Committee or the Board of
Directors  deems  necessary  or  appropriate.

          (c)  Maintain minutes of meetings and periodically report to the Board
of  Directors  on  significant  results  of  the  foregoing  activities.

          (d)  Establish,  review  and  update  periodically  a  Code of Ethical
Conduct  and  ensure  that  management  has established a system to enforce this
Code.

          (e)  Periodically  perform  self-assessment  of  audit  committee
performance.

          (f)  Review  financial  and  accounting  personnel succession planning
within  the  Company.

          (g)  Annually  review policies and procedures as well as audit results
associated  with  directors'  and  officers'  expense  accounts and perquisites.
Annually review a summary of directors' and officers' related party transactions
and  potential  conflicts  of  interest.


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                                   By Order of the Board of Directors,



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

Dated April 28, 2004.


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                                                                      APPENDIX 1

                          CHARYS HOLDING COMPANY, INC.
                    DEFINITION OF INDEPENDENCE AS IT PERTAINS
                           TO AUDIT COMMITTEE MEMBERS

     1.   To  be considered independent, a member of the Audit Committee cannot:

          (a)  Have been an employee of the Company or its affiliates within the
last  three  years;

          (b)  Have  received compensation from the Company or its affiliates in
excess  of $60,000 during the previous fiscal year, unless for board service, in
the  form  of  a  benefit  under  a  tax-qualified  retirement  plan,  or
non-discretionary  compensation;

          (c)  Be  a  member  of the immediate family of an executive officer of
the Company or any of its affiliates, or someone who was an executive officer of
the  Company  or  any  of  its  affiliates  within  the  past  three  years;

          (d)  Be  a partner, controlling stockholder, or executive officer of a
for  profit  organization  to  which the Company made, or from which the Company
received  payments  (other  than  those  arising  solely from investments in the
Company's securities) in any of the past three years in excess of the greater of
$200,000  or  five  percent  of the consolidated gross revenues for that year of
either  organization;  or

          (e)  Be  employed  as  an executive of another entity where any of the
Company's  executives  serves  on  that  other  entity's compensation committee.

     2.   Subject  to  compliance  with  the  listing requirements of The Nasdaq
Stock  Market  or  any  applicable  stock  exchange  and  the regulations of the
Securities  and  Exchange  Commission,  and  under the limited circumstances set
forth  in  such  listing  requirements and regulations, one person (who is not a
current  employee  or  family  member  of an employee) not meeting the foregoing
criteria  may  be appointed to the Audit Committee if the Board of Directors (i)
determines  that  the  best  interests  of  the  Company and its stockholders so
require,  and  (ii)  discloses, in the next annual proxy statement subsequent to
such  determination,  the  nature  of  the relationship and the reasons for that
determination.


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