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

     1.     Purpose.  Acting  pursuant  to  Section  141 of the Delaware General
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Corporation  Law  and  Section 3 of the Company's Bylaws, the Board of Directors
has  established  a Finance Committee for the purpose of overseeing all areas of
corporate  finance  for  the  Company  and  its  subsidiaries, including capital
structure,  equity  and  debt financings, capital expenditures, cash management,
banking  activities  and relationships, investments, foreign exchange activities
and  share  repurchase  activities.

     2.     Membership.  The  Committee  will  consist  of  a  minimum  of three
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members  of  the  Board  of  Directors, the majority of whom shall meet the same
independence  and  experience requirements of the Audit Committee of the Company
and  the  applicable  provisions  of  federal  law and the rules and regulations
promulgated  thereunder and the applicable rules of The Nasdaq Stock Market. The
members  of  the  Committee  are  recommended  by  the  Nominating and Corporate
Governance  Committee  and  are  appointed by and serve at the discretion of the
Board  of  Directors.

     3.     Responsibilities.  The  Finance  Committee  shall be responsible for
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reviewing  with  Company  management,  and shall have the power and authority to
approve  on  behalf  of  the  Board of Directors, any and all strategies, plans,
policies  and  actions  related  to  corporate finance, including the following:

          (a) Capital structure plans and strategies and specific equity or debt
financings;

          (b)  Capital  expenditure  plans  and  strategies and specific capital
projects;

          (c)  Strategic  and  financial  investment  plans  and  strategies and
specific  investments;

          (d)  Mergers,  acquisitions  and  divestitures;

          (e)  Cash  management plans and strategies and all activities relating
to cash accounts and cash investments portfolio, including the establishment and
maintenance  of  bank,  investment  and  brokerage  accounts;  and

          (f)  Plans  and  strategies  for  managing  foreign  currency exchange
exposure  and  other  exposures  to  economic  risks.

     Notwithstanding  the  power and authority of the Committee to act on behalf
of  the  Board  of Directors with respect to such matters, the Committee, in its
discretion,  may  submit  any  such  matter,  along with its recommendation with
respect  thereto, to the full Board of Directors for consideration and approval.

     4.     Authority.  Any  action  duly  and  validly  taken  by the Committee
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pursuant  to  the power and authority conferred under this Charter shall for all
purposes  constitute  an action duly and validly taken by the Board of Directors
and may be certified as such by the Secretary or other authorized officer of the
Company.

     5.     Meetings and Reports.  The  Committee shall hold regular meetings at
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least four times each year generally in conjunction with the regularly scheduled
meetings  of  the  Board of Directors, and such special meetings as the Chair of
the  Committee  or  the  Chairman  of  the Board may direct. The Committee shall
maintain  written  minutes of its meetings, which will be filed with the minutes
of  the  Board of Directors. At each regularly scheduled meeting of the Board of
Directors,  the Chair of the Committee shall provide the Board of Directors with
a  report  of  the  Committee's  activities  and  proceedings.

                                   By   Order of  the  Board  of  Directors,


                                   By
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                                        Billy V. Ray,  Jr.,  Chief  Executive
                                        Officer

Dated  June  21,  2006.