SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT


     THIS  AMENDED  AGREEMENT  is  made  this  16th  day of August, 2005, by and
between JANET RISHER and RICHARD F. SCHMIDT (collectively, the "Sellers") CHARYS
HOLDING  COMPANY,  INC.,  a  Delaware  corporation  formerly known as "Spiderboy
International, Inc.," a Minnesota corporation (the "Company"), and BILLY V. RAY,
JR.  (the  "Purchaser").

     WHEREAS,  on February 27, 2004, the Sellers, the Company, and the Purchaser
executed that certain Stock Purchase Agreement (the "Stock Purchase Agreement");
and

     WHEREAS,  on  May  25,  2004,  the  Sellers, the Company, and the Purchaser
executed  that  certain  Amended  and  Restated  Stock  Purchase  Agreement; and

     WHEREAS,  the  parties desire to further amend the Stock Purchase Agreement
as  hereinafter  provided;  and

     WHEREAS, all of the capitalized terms herein shall have the same meaning as
provided  in  the  Stock  Purchase  Agreement;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

     1.     Completion of Purchase of Stock.  Notwithstanding anything contained
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to  the  contrary  in  the  Stock Purchase Agreement, the parties agree that the
Closing  thereunder  has  occurred as of February 27, 2004, and the title to the
Initial  Common  Shares and the Initial Preferred Shares passed to the Purchaser
as of that date.

     2.     Escrow.  The  requirement  for  an  escrow as described in the Stock
            ------
Purchase  Agreement  has been eliminated.  Consequently, the Escrow Agreement is
terminated.

     3.     Incorporation by Reference.  The Stock Purchase Agreement and all of
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the  attachments  thereto  constitute  integral  parts to this Agreement and are
incorporated  into  this  Agreement  by  this  reference.

     4.     Multiple  Counterparts.  This  Agreement  may  be executed in one or
            ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile transmission
or  electronically  transmitted copy of this signed Agreement shall be legal and
binding  on  all  parties  hereto.

     5.     Ratification  and  Republication.  Except  as  amended  by  this
            --------------------------------
Agreement,  the  parties  do  hereby  ratify  and  republish  the Stock Purchase
Agreement.

     6.     Entire  Agreement.  This  instrument  and  the  attachments  hereto
            -----------------
contain  the  entire understanding of the parties and may not be changed orally,
but  only  by  an  instrument  in  writing  signed  by  the  party  against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts  on  the  date  first  written  above.




                                    --------------------------------------------
                                    JANET RISHER


                                    --------------------------------------------
                                    RICHARD F. SCHMIDT


<PAGE>
                                    CHARYS HOLDING COMPANY, INC.



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



                                    --------------------------------------------
                                    BILLY V. RAY, JR.