CHARYS HOLDING COMPANY, INC.
                     AMENDED CHARTER OF THE AUDIT COMMITTEE

PURPOSE

The  purpose  of  the  Audit  Committee is to assist the Board of Directors (the
"Board")  in fulfilling its oversight responsibilities relating to the Company's
(1)  financial  statements  and  auditing,  accounting  and  related  reporting
processes  and  (2)  systems of internal controls regarding finance, accounting,
financial  reporting,  and  business  practices  and  conduct  established  by
management  and  the  Board.

MEMBERSHIP  AND  PROCEDURES

MEMBERSHIP  AND  APPOINTMENT.  The  Committee  shall  consist  of at least three
members  of the Board, with the exact number being determined by the Board.  The
members  of  the  Committee shall be appointed and replaced from time to time by
the  Board.

INDEPENDENCE  AND  QUALIFICATIONS.  Each  member of the Committee shall meet the
independence and experience requirements of the applicable provisions of federal
law  and  the  rules  and  regulations promulgated thereunder and the applicable
rules  of  The  Nasdaq  Stock  Market.

RESOURCES.  The  Committee  shall have the authority to retain, at the Company's
expense,  special legal, accounting or other consultants to advise the Committee
and  to authorize or conduct investigations into any matters within the scope of
its  responsibilities.  The  Committee  shall  have  sole  authority  to approve
related  fees  and  retention  terms.  The  Committee may request any officer or
employee of the Company or the Company's outside counsel or independent auditors
to  attend  a  meeting  of  the  Committee  or  to  meet with any members of, or
consultants to, the Committee, and shall have full access to all books, records,
facilities  and personnel of the Company in connection with the discharge of its
responsibilities.

EVALUATION.  The  Committee  shall  review  and  reassess  the  adequacy of this
Charter  annually  and  recommend  any  proposed  changes  to  the  Board.

DUTIES  AND  RESPONSIBILITIES

The  following  shall be the common recurring activities and responsibilities of
the  Committee  in  carrying  out its oversight functions.  These activities and
responsibilities  are  set  forth  below  as  a  guide to the Committee with the
understanding  that  the  Committee  may alter or supplement them as appropriate
under the circumstances to the extent permitted by applicable law, regulation or
listing  standard:

DOCUMENTS/REPORTS  REVIEW

-     Review  and  discuss the Company's annual audited financial statements and
quarterly  financial  statements  with  management and the independent auditors,
including  the  Company's  disclosures  under the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's  reports  filed  with the Securities and Exchange Commission and, with
respect  to  the annual financial statements, the appropriateness and quality of
accounting  and  auditing  principles  and  practices as well as the adequacy of
internal  controls  that  could  significantly  affect  the  Company's financial
statements.

-     Review  and  discuss  with  management  and  the  independent auditors the
Company's  earnings press releases before they are issued, and discuss generally
with  management  the nature of any additional financial information or earnings
guidance  to  be  provided  publicly  and/or  to  ratings  agencies.

-     Review  and  discuss  with  management  and  the  independent auditors the
matters  required to be discussed by Statement on Auditing Standards Nos. 61 and
90  (Communications  with  Audit  Committees),  as  they  may  be  modified  or
supplemented,  relating to the conduct of the audit, other significant financial
reporting  issues  and  judgments made in connection with the preparation of the
Company's  financial  statements,  and  any  other  matters


                                        1
<PAGE>
communicated  to  the  Committee  by  the  independent  auditors.

-     Review  with  management  and  such outside professionals as the Committee
considers  appropriate  important trends and developments in financial reporting
practices  and  requirements  and  their  effect  on  the  Company's  financial
statements.

-     Based  on  its  review and discussions with management and the independent
auditors,  recommend  to  the  Board  whether  the  Company's  audited financial
statements  should  be included in the Company's Annual Report on Form 10-KSB or
Form  10-K.

-     Prepare  the  report  of  the Audit Committee required by the rules of the
Securities  and Exchange Commission to be included in the Company's annual proxy
statement.

ACCOUNTING  AND  FINANCIAL  CONTROLS  FRAMEWORK

-     Review  major  changes to the Company's auditing and accounting principles
and  practices  as  suggested  by  the  independent  auditors  or  management.

-     Review  and  discuss  with  management  and  the  independent auditors the
adequacy  and  effectiveness  of  the Company's internal controls (including any
significant  deficiencies,  material  weaknesses  and  significant  changes  in
internal  controls  reported  to  the  Committee  by  management  and  any fraud
involving  management  or  other  employees  who  have a significant role in the
Company's  internal  controls) and the effectiveness of the Company's disclosure
controls  and  procedures.

-     Review with the independent auditors any management letter provided by the
independent  auditors  and  the  Company's  responses  to  that  letter.

-     Review  and  discuss  with management and the independent auditors (i) any
material  financial  or  non-financial  arrangements  that  do not appear on the
Company's financial statements, (ii) any transactions or courses of dealing with
parties  related to the Company that are significant in size or involve terms or
other  aspects  that  differ  from  those  that  would likely be negotiated with
independent  parties, and that are relevant to an understanding of the Company's
financial  statements, and (iii) material financial risks that are designated as
such  by  management  or  the  independent  auditors.

-     Establish  procedures  for  the  receipt,  retention  and  treatment  of
complaints  received  by  the  Company regarding accounting, internal accounting
controls  or auditing matters, and the confidential, anonymous submission by the
Company's  employees  of  concerns  regarding  accounting  or  auditing matters.

INDEPENDENT  AUDITORS

-     Be  directly  responsible  for  the appointment, removal, compensation and
oversight  of  the work of the independent auditors (including the resolution of
disagreements  between  the  Company's  management  and the independent auditors
regarding  financial reporting) for the purpose of preparing or issuing an audit
report  or  related work with the independent auditors reporting directly to the
Committee.

-     Have  the  sole  authority to review in advance, and grant any appropriate
pre-approvals  of  all  auditing  services  to  be  provided  by the independent
auditors  and  all  permitted  non-audit  services (including the fees and other
terms  of  engagement),  and,  if desired, establish policies and procedures for
review  and  pre-approval  by  the  Committee  of  such  services.

-     Obtain, review and discuss with the independent auditors at least annually
a  report  by  the independent auditors describing (i) the independent auditors'
internal  quality-control procedures, and (ii) any material issues raised by the
most  recent  internal  quality control review or peer review of the independent
auditors,  or  by  any  inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more independent
audits carried out by the independent auditors, and the steps taken to deal with
those  issues.


                                        2
<PAGE>
-     Review  the  report  by  the  independent  auditors,  which is required by
Section 10A of the Securities Exchange Act of 1934, concerning: (i) all critical
accounting  policies  and  practices  to be used; (ii) alternative treatments of
financial  information  within  GAAP  that  have  been discussed with management
officials,  ramifications  of  the  use  of  such  alternative  disclosures  and
treatments,  and  the treatment preferred by the independent auditors; and (iii)
any  other  material written communications between the independent auditors and
the  Company's  management.

-     Review  and discuss with the independent auditors, on an annual basis, all
relationships  the  independent  auditors  have  with  the  Company  in order to
evaluate  the independent auditors' continued independence, and receive from the
independent  auditors  on  an  annual basis a written statement (consistent with
Independence  Standards  Board  Standard  No.  1)  regarding  the  auditors'
independence.

-     Meet with the independent auditors prior to the audit for each fiscal year
to  review  the  planning,  staffing  and  scope  of  the  audit.

-     Establish  guidelines  for the hiring of employees and former employees of
the  independent  auditors.

CLARIFICATION  OF  AUDIT  COMMITTEE'S  ROLE

While  the  Committee  has  the  responsibilities  and  powers set forth in this
Charter,  the  Committee's  role is one of oversight.  It is not the duty of the
Committee to plan or conduct audits or to determine that the Company's financial
statements  and disclosures are complete and accurate and are in accordance with
generally  accepted  accounting principles and applicable rules and regulations.
These  are  the  responsibilities  of  management  and the independent auditors.


                                        3