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

     1.   Committee  Composition.  The  Compensation Committee (the "Committee")
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of  the  Board  of  Directors  (the  "Board") of Charys Holding Company, Inc., a
Delaware  corporation (the "Company"), will be comprised of at least two members
of  the  Board  who  are  not  employees  of  the  Company.  The  members of the
Committee,  including  the Committee Chairman, will be annually appointed by and
serve  at  the  discretion  of  the  Board.

     2.   Functions  and  Authority.  The  operation  of  the  Committee will be
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subject  to  the  Certificate  of  Incorporation  of  the Company and applicable
Delaware  laws and any other applicable laws, rules or regulations, as in effect
from  time  to  time.  The  Committee  will have the full power and authority to
carry  out  the  following  responsibilities:

          (a)  To  recommend the salaries, bonuses and incentives, and all cash,
equity  and  other  forms of compensation (the "total compensation") paid to the
members  of the management of the Company as may be required under Delaware law,
and  advise  and consult with the President or Chief Executive Officer regarding
the  compensation  scheme  for  all  executive  officers.

          (b)  To  advise  and  consult  with  management to establish policies,
practices  and procedures relating to the Company's employee stock, option, cash
bonus  and  incentive  plans  and employee benefit plans and, as may be required
under  applicable  law,  and  administer  any  such  plans.

          (c)  To  administer  the  Company's  employee  stock  option  plan and
perform  the  functions  contemplated  to  be  performed  by the management with
respect  to  the  President or Chief Executive Officer and all plan participants
who  may  be  deemed  "officers"  for  purposes  of Section 16 of the Securities
Exchange  Act  of  1934,  as  amended.

          (d)  To  advise  and  consult  with  management  regarding  managerial
personnel  policies  and  compensation  schemes.

          (e)  To  review  and make recommendations to the full Board concerning
any  fees and other forms of compensation paid to members of the Board for Board
and  committee  service.

          (f)  To  exercise  the  authority of the Board concerning any policies
relating to the service by the members of management or executive officers, as a
director  of  any  unrelated  company,  joint  venture  or  other  enterprise.

          (g)  At  the Committee's sole discretion, to review all candidates for
appointment to senior managerial or executive officer positions with the Company
and  provide  a  recommendation  to  the  Board.

          (h)  At  the  Committee's sole discretion, to annually or periodically
interview  all  officers who directly report to the President or Chief Executive
Officer.

          (i)  To  administer  the annual performance review of the President or
Chief  Executive  Officer  which  is  to  be  completed  by the full Board.  The
Committee  Chairman  together  with  the  Chairman of the Board shall review the
results  of  the  performance  evaluation  with the President or Chief Executive
Officer.

          (j)  To perform such other functions and have such other powers as may
be  necessary  or  convenient  in  the  efficient  discharge  of  the  foregoing
responsibilities  and  as  may  be  delegated  by  the  Board from time to time.


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          (k)  To regularly report to the Board the activities of the Committee,
or  whenever  it  is  called  upon  to  do  so.

     3.   Meetings.  The  Committee  will hold regular meetings each year as the
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Committee  may  deem  appropriate.  The  President,  Chief Executive Officer and
Chairman of the Board, and any other invited employees and outside advisers, may
attend  any  meeting of the Committee, except for portions of the meetings where
his  or  their  presence  would be inappropriate, as determined by the Committee
Chairman.

     4.   Minutes  and Reports.  The Committee will keep minutes of each meeting
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and  will distribute the minutes to each member of the Committee, and to members
of  the  Board  who  are  not  members of the Committee and the Secretary of the
Company.  The  Committee Chairman will report to the Board the activities of the
Committee  at  the  Board  meetings  or  whenever  so  requested  by  the Board.

                                   By Order of the Board of Directors,



                                   By  /s/  Billy V. Ray, Jr.
                                     -------------------------------------------
                                       Billy V. Ray, Jr., President

Dated April 28, 2004.


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