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

PURPOSE

The  purpose  of  the Compensation Committee of the Board of Directors of Charys
Holding  Company,  Inc.  is  to assist the Board in meeting its responsibilities
with  regard  to  oversight  and  determination of executive compensation and to
review  and make recommendations to the Board with respect to major compensation
plans,  policies  and  programs  of  the  Company.

MEMBERSHIP  AND  PROCEDURES

MEMBERSHIP  AND  APPOINTMENT.  The Committee shall consist of not fewer than two
members  of  the  Board,  with  the  exact number being determined by the Board.
Members  of  the Committee shall be appointed from time to time to serve in such
capacity  by  the  Board.

INDEPENDENCE.  Each  member  shall  meet  the  independence and outside director
requirements  of  applicable  tax  and securities laws and regulations and stock
market  rules.

AUTHORITY  TO RETAIN ADVISORS.  In the course of its duties, the Committee shall
have  the  sole  authority,  at  the  Company's expense, to retain and terminate
compensation  consultants  and  other  advisors  as  the  Committee  may  deem
appropriate, including the sole authority to approve any such advisor's fees and
other  retention  terms.

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

DUTIES  AND  RESPONSIBILITIES

The  Compensation  Committee  shall:

1.   Review, and make recommendations for approval by the independent members of
     the  Board  regarding,  corporate  goals  and  objectives  relevant  to the
     compensation  of  the  Company's  executive  officers.

2.   Review, and make recommendations for approval by the independent members of
     the  Board  regarding, the compensation for the Chief Executive Officer and
     other executive officers of the Company, including, as applicable, (a) base
     salary, (b) bonus, (c) long-term incentive and equity compensation, and (d)
     any  other compensation, perquisites, and special or supplemental benefits.

3.   Establish  and  modify  the terms and conditions of employment of the Chief
     Executive  Officer and other executive officers of the Company, by contract
     or  otherwise.

4.   Make recommendations  to  the  full  Board  regarding  the  fees  and other
     compensation  to  be  paid  to  members  of  the Board for their service as
     directors  and  as  members  of  committees  of  the  Board.

5.   Administer the stock plans of the Company (other than with respect to stock
     option  grants  to  members  of  the  Board  of  Directors,  which shall be
     considered  by the entire Board) in accordance with the terms of such plans
     and  to  grant  and  issue,  or recommend the grant and issuance of, awards
     thereunder,  including  stock  options,  stock  units, restricted stock and
     stock  appreciation  rights,  to  executive  officers  of  the  Company.

6.   Review  the  Company's  incentive  compensation and other benefit plans and
     practices  and  recommend changes in such plans and practices to the Board.

7.   Administer  the  other  compensation plans that may be adopted from time to
     time  as  authorized  by  the Board, including the Company's Employee Stock
     Purchase  Plan  and  401(k)  Plan(s).


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8.   Prepare  or  cause  to  be  prepared  the  Compensation Committee report on
     executive  compensation  as  required  by  SEC  rules  for inclusion in the
     Company's  annual  proxy  statement or Annual Report on Form 10-KSB or Form
     10-K  filed  with the SEC and any other reports or disclosure required with
     respect  to  such  Committee  by any applicable proxy or other rules of the
     SEC.

9.   Perform  such  other  activities  and  functions  related  to  executive
     compensation  as  may  be  assigned  from  time  to  time  by  the  Board.


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