SECONDED AMENDED PROMISSORY NOTE


$150,000.00                                                    August  16,  2005

     After  date,  without  grace,  for  value received, BILLY V. RAY, JR., (the
"Maker")  hereby  promises  to  pay  to the order of JANET RISHER and RICHARD F.
SCHMIDT,  residents  of San Diego County, California (collectively, the "Payee")
the  original  principal amount of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($150,000.00).  Except as may be otherwise provided herein, the unpaid principal
of  this  Note  shall  bear no interest.  All payments of principal and interest
hereunder  are  payable  in lawful money of the United States of America at 2076
Hidden  Springs  Drive,  El  Cajon, California 92019, or such other place as the
Payee  may  designate  in  writing  to  the  Maker.

     The  principal  of  this  Note  shall  be  due  and  payable in six monthly
installments  of  $25,000.00  each,  payable  on  the 20th day of each and every
calendar  month,  beginning  on  September  20,  2005,  and continuing regularly
thereafter  until  the  whole  of  said  principal  amount  has  been duly paid.

     All payments hereunder shall be first applied to expenses and other charges
then  to  any  accrued  interest,  and  the  balance,  if  any,  to  principal.

     Any  interest  on this Note shall be computed for the actual number of days
elapsed  and  on  the basis of a year consisting of 360 days, unless the maximum
legal  interest  rate  would  thereby be exceeded, in which event, to the extent
necessary  to  avoid  exceeding such maximum rate, interest shall be computed on
the  basis  of the actual number of days elapsed in the applicable calendar year
in  which it accrued.  It is the intention of the Maker and the Payee to conform
strictly  to  applicable  usury  laws.  It  is  therefore  agreed  that  (i) the
aggregate  of  all  interest  and  other  charges  constituting  interest  under
applicable  law  and contracted for, chargeable or receivable under this Note or
otherwise  in  connection  with  this  loan  transaction, shall never exceed the
maximum amount of interest, nor produce a rate in excess of the maximum contract
rate  of  interest  the  Payee  may charge the Maker under applicable law and in
regard  to  which  the Maker may not successfully assert the claim or defense of
usury,  and  (ii)  if  any excess interest is provided for, it shall be deemed a
mistake  and  the  same shall be refunded to the Maker or credited on the unpaid
principal balance hereof and this Note shall be automatically deemed reformed so
as  to  permit only the collection of the maximum legal contract rate and amount
of  interest.

     If,  for  any  reason whatever, the interest paid on this Note shall exceed
the  maximum non-usurious amount permitted by law, the Payee shall refund to the
Maker  such  portion  of said interest as may be necessary to cause the interest
paid on this Note to equal the maximum non-usurious amount permitted by law, and
no  more.  All  sums  paid  or  agreed  to  be  paid  to  the Payee for the use,
forbearance  or  detention  of  the  indebtedness  evidenced hereby shall to the
extent  permitted by applicable law be amortized, prorated, allocated and spread
throughout  the  full  term  of  this  Note  until  payment  in  full.

     This Note may be prepaid in whole or in part at any time without premium or
penalty by the Maker.  Prepayments shall be applied to installments of principal
in  the  inverse  order  of  maturity  so  that  they will pay the last maturing
principal  installments  first, and these payments will not reduce the amount or
time  of  payment  of  the  remaining installments.  Any interest on any prepaid
installment  of  principal  shall  immediately  cease  to  accrue.

     Except  as  provided  herein,  the  Maker  and  each  surety, endorser, and
guarantor  waives all demands for payment, presentations for payment, notices of
intention to accelerate maturity, notices of acceleration of maturity, protests,
notices  of protest, grace, and diligence in the collection of this Note, and in
filing  suit  hereon, and agrees that its liability for the payment hereof shall
not  be  affected or impaired by any release or change in the security or by any
extension  or  extensions  of  time  of  payment.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.


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<PAGE>
     This  Note  is  executed  in  connection  with  that certain Stock Purchase
Agreement  (the "Stock Purchase Agreement") dated February 27, 2004, executed by
the  Maker,  the Payee, and Charys Holding Company, Inc., a Delaware corporation
and  formerly known as "Spiderboy International, Inc.," a Minnesota corporation.
The  Stock  Purchase  Agreement  was  amended  and  restated on May 25, 2004 and
further  amended  on  even  date  herewith.

     In the event of default in the payment of this Note or under any instrument
executed in connection with this Note, including the Stock Purchase Agreement or
any  agreement  executed  in  connection  therewith,  the Maker agrees to pay on
demand  all  costs  incurred  by  the  Payee  (i) in the collection of any sums,
including, but not limited to, principal, interest, expenses, and reimbursements
due and payable on this Note, and (ii) in the enforcement of the other terms and
provisions of this Note or any instrument securing payment of this Note, whether
such  collection  or enforcement be accomplished by suit or otherwise, including
the  Payee's  reasonable  attorney's  fees.

     It is agreed that time is of the essence of this Note, and upon the failure
of  the  Maker  to  cure an event of default in the payment of any fixed monthly
payment when due hereunder within 30 days after receipt of notice from the Payee
or  other  holder  of such failure, or upon the failure of the Maker to cure any
event  of default within 30 days after receipt of notice from the Payee or other
holder  of such failure, the Payee may declare the whole sum of the principal of
this  Note  remaining  at  the  time unpaid, together with the accrued interest,
charges, and, to the extent permitted under applicable law, costs and reasonable
attorney's  fees  incurred  by  the Payee in collecting or enforcing the payment
thereof,  immediately  due  and  payable  without further notice, and failure to
exercise  said  option shall not constitute a waiver on the part of the Payee of
the  right  to  exercise  the  same  at  any  other  time.

     If  this  Note  is  not  paid  at maturity, however maturity may be brought
about,  all  principal  and interest due on the date of such maturity shall bear
interest from the date of such maturity at the maximum contract rate of interest
which  the  Payee  may  charge  the  Maker  under  applicable  law.

     Except  as otherwise provided for herein, each maker, surety, guarantor and
endorser  of  this Note expressly waives all notices, including, but not limited
to, all demands for payment, presentations for payment, notice of opportunity to
cure  default, notice of intention to accelerate the maturity, notice of protest
and  notice  of  acceleration  of  the maturity, notice of protest and notice of
acceleration  of  the maturity of this Note, and consents that this Note and the
security  interest  securing  its payment may be renewed and the time of payment
extended  without  notice  and  without  releasing  any  of  the  parties.

     Any  check,  draft, money order or other instrument given in payment of all
or  any  portion  of  this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute  payment  hereunder  or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to  the  indebtedness  as  herein  provided.

     This  Note is given in renewal and extension of the sum of $150,000.00 left
owing  and  unpaid  by  the  Maker  upon that one certain promissory note in the
original  principal sum of $250,000.00, dated February 27, 2004, executed by the
Maker, and payable to the order of the Payee.  Further, the payment of this Note
is  secured  by a continuing security interest described in that certain Amended
and  Restated  Stock  Pledge Agreement of even date herewith covering 2,185,1,50
shares  of  the  issued  and outstanding common stock of Charys Holding Company,
Inc. and 1,000,000 shares of the issued and outstanding Series A preferred stock
of  Charys  Holding  Company,  Inc., which security interest is hereby expressly
acknowledged by the Maker to be a valid and subsisting security interest against
such  shares,  and a renewal and continuation of the security interest described
that  certain  Stock  Pledge  Agreement  dated February 27, 2004, as amended and
restated  on  even  date  herewith.

     This Note shall be governed by and construed in accordance with the laws of
the  State  of  California  and  applicable  federal  law.



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                                            BILLY V. RAY, JR.


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