AMENDED AND RESTATED STOCK PLEDGE AGREEMENT


     THIS  AMENDED AND RESTATED AGREEMENT is made this 16th day of August, 2005,
by  and  between JANET RISHER and RICHARD F. SCHMIDT (collectively, the "Secured
Party")  and  BILLY  V.  RAY,  JR.  (the  "Debtor").

     WHEREAS,  on  February  27, 2004, the Secured Party, the Debtor, and Charys
Holding  Company,  Inc., a Delaware corporation and formerly known as "Spiderboy
International,  Inc.,"  a  Minnesota  corporation  (the "Company") executed that
certain  Stock  Purchase  Agreement  (the  "Stock  Purchase  Agreement");  and

     WHEREAS,  the  Stock Purchase Agreement was amended and restated on May 25,
2004;  and

     WHEREAS,  the  Stock  Purchase  Agreement  was further amended on even date
herewith;  and

     WHEREAS,  on  February  27, 2004, pursuant to the Stock Purchase Agreement,
the  Debtor  executed  and delivered to the Secured Party a promissory note (the
"Note");  and

     WHEREAS,  the  Note  was  amended  on  May  25,  2004;  and

     WHEREAS,  the  Note  was  further  amended  on  even  date  herewith;  and

     WHEREAS,  on  February  27, 2004, the Secured Party and the Debtor executed
that  certain  Stock  Pledge  Agreement;  and

     WHEREAS, the Debtor is the owner of 2,185,150 shares of the common stock of
the  Company,  par  value  $0.001  per  share  (the  "Company Common Stock") and
1,000,000  shares  of  the  Series  A  preferred stock of the Company, par value
$0.001  per  share  (the  "Company  Preferred  Stock");  and

     WHEREAS, the parties desire to amend and restate the Stock Pledge Agreement
as  hereinafter  provided;  and

     WHEREAS,  all capitalized terms herein shall have the same meaning ascribed
to  those  terms  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.     Security Interest.  The Debtor hereby acknowledges that the security
            -----------------
interest  granted in the Stock Pledge Agreement executed on February 27, 2004 is
hereby,  renewed, extended, and continued in full force and effect to secure the
payment  of  the  Note,  as amended.  The Debtor further agrees and acknowledges
that the Secured Party has and shall continue to have a security interest in the
Company  Common Stock and the Company Preferred Stock and in any other shares of
the  capital stock of the Company now owned or hereafter acquired by the Debtor,
all  present  and future issued and outstanding shares of capital stock or other
equity  and/or  investment  securities  issued by the Company, together with all
monies,  income,  proceeds,  increases,  substitutions, replacements, additions,
accessions  and  benefits  attributable or accruing to said property, including,
but  not  limited  to,  all  stock  rights,  rights  to  subscribe,  liquidating
dividends,  stock  dividends,  dividends  paid in stock, new securities or other
properties  or benefits for which the Debtor is or may hereafter become entitled
to  receive  on account of said property, and in the event that the Debtor shall
receive any of such, the Debtor shall hold same as trustee for the Secured Party
and  will  immediately deliver same to the Secured Party to be held hereunder in
the  same  manner  as  the  properties  specifically  described  above  are held
hereunder.  All  property  of  all  kinds  in  which the Secured Party is herein
granted  a  security interest, including, but not limited to, the Company Common
Stock  and  the Company Preferred Stock, shall hereinafter be referred to as the
"Collateral."

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     The  Debtor  agrees to execute such stock powers, endorse such instruments,
or  execute  such  additional  pledge  agreements  or  other documents as may be
required by the Secured Party in order to effectively grant to the Secured Party
the  security  interest in the Collateral.  The security interest granted hereby
is  to secure the payment of any and all indebtedness, liabilities, obligations,
and  duties  whatsoever  of  the  Company and/or the Debtor to the Secured Party
whether  direct  or  whether  now  existing  or hereafter arising, and howsoever
evidenced  or acquired, and whether joint or several, including, but not limited
to,  the  Stock Purchase Agreement, the Note, the Consulting Agreements, and all
costs  incurred  by  the  Secured  Party to enforce this Agreement or any of the
above  described  agreements  and  instruments,  including  but  not  limited to
attorney's  fees  and  expenses  (all  of  such  obligations,  indebtedness  and
liabilities  being  hereinafter  collectively referred to as the "Obligations").

     2.     Warranties  and Covenants of the Debtor.  The Debtor, for so long as
            ---------------------------------------
he  has  any duty with respect to the Obligations, hereby warrants and covenants
as  follows:

          (a)     The  security  interest  granted  hereby  will  attach  to the
Collateral  on  the  date  hereof.

          (b)     Except  for the security interest granted hereby and for taxes
not  yet  due,  the  Debtor  will  defend  the Collateral against all claims and
demands  of  all  persons at any time claiming the same or any interest therein.

          (c)     The  Debtor  authorizes  the Secured Party to file a financing
statement,  if  desired  by  the  Secured  Party in any applicable jurisdiction,
signed  only by the Secured Party covering the Collateral, and at the request of
the  Secured  Party,  the Debtor will join the Secured Party in executing one or
more  financing  statements pursuant to the Uniform Commercial Code in effect in
any  such  jurisdiction on the date hereof in a form satisfactory to the Secured
Party,  and the Secured Party will pay the cost of filing the same, or filing or
recording  the  financing  statements  in  all public offices wherever filing or
recording is deemed by the Secured Party to be necessary or desirable.  It being
further stipulated in this regard that the Secured Party may also at any time or
times sign a counterpart of this Agreement signed by the Debtor and file same as
a  financing  statement  if  the  Secured  Party  shall  elect  to  do  so.

          (d)     The  Debtor  will  not  sell  or  offer  to  sell or otherwise
transfer  or  encumber  the  Collateral  or  any  interest  therein.

          (e)     Subject  to the Stock Purchase Agreement, the Debtor will keep
the  Collateral  free  from any adverse lien, security interest, or encumbrance,
except  the  security  interest  granted  hereby  and  for  taxes  not  yet due.

          (f)     The  Debtor  will  pay  to  the  Secured  Party  all costs and
expenses,  including reasonable attorney's fees, incurred or paid by the Secured
Party  in exercising or protecting its interests, rights and remedies under this
Agreement  in  the  event  of default by the Debtor hereunder or under the Stock
Purchase  Agreement,  the  Note,  and  the  Consulting  Agreements or any of the
Attachments  referred  to  therein.

          (g)     The Debtor will pay all expenses incurred by the Secured Party
in preserving, defending, and enforcing this security interest in the Collateral
and  in  collecting or enforcing the Obligations.  Expenses for which the Debtor
is  liable  include,  but  are  not  limited  to, taxes, assessments, reasonable
attorney's  fees,  and  other legal expenses.  These expenses will bear interest
from the dates of payment at the highest rate stated in the Obligations, and the
Debtor  will  pay  the Secured Party this interest on demand at a time and place
reasonably  specified by the Secured Party.  These expenses and interest will be
part  of  the  Obligations  and  will  be  recoverable  as such in all respects.

          (h)     The  Debtor  will  immediately notify the Secured Party of any
change  in  the  Debtor's  name,  address,  or  location,  change  in any matter
warranted or represented in this Agreement, change that may affect this security
interest,  and  any  Event  of  Default.

          (i)     The  Debtor  appoints  the  Secured  Party  as  the  Debtor's
attorney-in-fact, effective if an Event of Default as hereinafter defined is not
cured  within  30  days  after  receipt  by  the  Debtor  from  the  Secured


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Party  of  notice  thereof,  to do any act that the Debtor is obligated to do by
this  Agreement, to exercise all rights of the Debtor in the Collateral, to make
all  collections,  to  execute  any  papers and instruments, and to do all other
things  necessary to preserve and protect the Collateral and to make collections
and  to  protect  the  Secured  Party's  security  interest  in  the Collateral.

     3.     General Covenants.  The security interest granted hereby shall in no
            -----------------
way  be  affected  by  any  indulgence  or indulgences, extension or extensions,
change or changes in the form, evidence, maturity, rate of interest or otherwise
of  the  Obligations,  or  by  want  of  presentment,  notice, protest, suit, or
indulgence upon the Obligations, or shall any release of any security for any of
the  parties  liable  for the payment of the Obligations in any manner affect or
impair  this  Agreement,  and  same  shall  continue in full force and effect in
accordance  with  their  terms  until  the  Obligations  have  been  fully paid.

     Any  and  all securities and other properties of the Debtor heretofore, now
or  hereafter  delivered  to  the  Secured  Party  or  in  the  Secured  Party's
possession, shall also secure the Obligations and shall be held and construed to
be  a  part  of  the  Collateral hereunder to the same extent as fully described
herein.

     4.     Events  of  Default.  The  Debtor  shall  be  in  default under this
            -------------------
Agreement  upon  the  happening  of  any  of  the following events or conditions
(hereinafter  severally  referred  to  as an "Event of Default" and collectively
referred  to  as  the  "Events  of  Default"):

          (a)     Default  by the Debtor with respect to any of the Obligations.

          (b)     The levy of any attachment, execution or other process against
the  Debtor,  the  Company,  or  any  of  the  Collateral  that is not stayed or
dismissed  within  30  days.

          (c)     Dissolution,  termination of existence, insolvency or business
failure  of the Debtor, the Company, or any endorser, guarantor or surety of the
Obligations,  or commission of the act of bankruptcy by, or the appointment of a
receiver  or  other  legal  representative  for  any  part  of  the property of,
assignment  for  the benefit of creditors by, or commencement of any proceedings
under any bankruptcy or insolvency law by or against, the Debtor, the Company or
any  endorser,  guarantor,  or surety for the Obligations that are not stayed or
dismissed  within  30  days  of  filing.

          (d)     Default in the performance of any covenant or agreement of the
Debtor  or  the  Company to the Secured Party, whether under this Agreement, the
Stock  Purchase  Agreement, the Note or any of the Consulting Agreements, or any
other  instrument  executed  in  connection  with  said agreements or otherwise.

          (e)     The  occurrence  of  any  event  which  under the terms of any
evidence  of  indebtedness,  indenture,  loan  agreement, security agreement, or
similar  instrument  permits the acceleration of maturity of any indebtedness of
the  Company  or  the  Debtor to the Secured Party, or to persons other than the
Secured  Party,  or  the Secured Party receives notification that another person
has  or  expects  to  acquire  a security interest in the Collateral or any part
thereof.

          (f)     If  any  warranty,  covenant,  or  representation  made to the
Secured  Party  by or on behalf of the Debtor or the Company proves to have been
false  in  any  material  respect  when  made.

          (g)     If  any  lien  attaches  to  any  of  the  Collateral.

     5.     Remedies.  Upon  the failure of the Debtor or the Company to cure an
            --------
Event  of  Default within 30 days after receipt of notice from the Secured Party
of such Event of Default and at any time thereafter, at the option of the holder
thereof,  any or all of the Obligations shall become immediately due and payable
without  presentment  or demand or any further notice to the Debtor, the Company
or  any  other person obligated thereon and the Secured Party shall have and may
exercise with reference to the Collateral any and all of the rights and remedies
of  a secured party under the Uniform Commercial Code as adopted in the State of
California,  and  as  otherwise  granted  herein  or  under  any other agreement
executed  by  the  Debtor, including, without limitation, the right and power to
sell  at public or private sale or sales, or otherwise dispose of or utilize the
Collateral  and  any  part  or  parts  thereof  in  any


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<PAGE>
manner  authorized  or  permitted  under  this  Agreement  or  under the Uniform
Commercial  Code  as  adopted  in  the  State of California after default by the
Debtor  or  the  Company and to apply the proceeds thereof toward the payment of
any costs and expenses and attorney's fees thereby incurred by the Secured Party
and  toward  payment  of the Obligations, in such order or manner as the Secured
Party  may  elect,  including,  without  limiting  the  foregoing:

          (a)     The  Secured Party is hereby granted the right, at its option,
upon the occurrence of an Event of Default hereunder, to transfer at any time to
itself  or  to  its  nominee securities or other property hereby pledged, or any
part  thereof, and to thereafter exercise all voting rights with respect to such
security so transferred and to receive the proceeds, payments, monies, income or
benefits  attributable  or accruing thereto and to hold the same as security for
the Obligations hereby secured or at the Secured Party's election, to apply such
amounts  to  the  Obligations,  whether  or  not  then due, in such order as the
Secured  Party  may  elect,  or,  the  Secured Party may, at its option, without
transferring  such  securities or properties to its nominee, exercise all voting
rights with respect to the securities pledged hereunder and vote all or any part
of  such securities at any regular or special meeting of the stockholders of the
Company,  and  the Debtor does hereby name, constitute and appoint as a proxy of
the  Debtor the Secured Party, in the Debtor's name, place and stead to vote any
and  all such securities, as said proxy may elect for and in the name, place and
stead  of  the  Debtor,  such proxy to be irrevocable and deemed coupled with an
interest.

          (b)     Sell,  lease, or otherwise dispose of any of the Collateral in
accordance  with  the  rights,  remedies,  and  duties  of a secured party under
Chapters  2  and 9 of the California Uniform Commercial Code after giving notice
as  required  by  those  chapters;  unless  the  Collateral threatens to decline
speedily  in  value,  is  perishable, or would typically be sold on a recognized
market.  The  Secured Party will give the Debtor reasonable notice of any public
sale  of the Collateral or of a time after which it may be otherwise disposed of
without  further  notice  of  the  Debtor.  In such event, notice will be deemed
reasonable  if  it  is  mailed,  postage  prepaid,  to the Debtor at the address
specified  in  this Agreement at least 30 days before any public sale or 30 days
before the time when the Collateral may be otherwise disposed of without further
notice  to  the  Debtor.

          (c)     Apply  any  proceeds  from disposition of the Collateral after
default  in  the  manner  specified  in  Chapter  9  of  the  California Uniform
Commercial  Code, including payment of the Secured Party's reasonable attorney's
fees  and  court  expenses.

          (d)     If,  after  disposition  of  the  Collateral,  the Obligations
remain  unsatisfied,  collect  the  deficiency  from  the  Debtor.

     6.     Voting  Rights.  So  long  as  no  Event of Default has occurred and
            --------------
remains  uncured  for  the  applicable  grace  period  under  the Stock Purchase
Agreement,  the  Note  and  the  Consulting Agreements or any of the Attachments
referred  to  therein, or hereunder, the Debtor shall have the right to vote all
of  the  shares  of  the Company Common Stock and the Company Preferred Stock or
items  of  the Collateral subject to this Agreement, and the Secured Party shall
on  demand  execute  and  deliver  an effective proxy or proxies in favor of the
Debtor, whenever demand is made upon the Secured Party for such proxy or proxies
by  the  Debtor.

     7.     Payment of the Note.  Simultaneously with the payment in full of the
            -------------------
Note,  the  Secured  Party shall execute and file at its own expense any and all
instruments  necessary  to  terminate the security interest in the shares of the
Company  Common  Stock and the Company Preferred Stock created by this Agreement
and  also  execute  any and all other instruments deemed reasonably necessary by
the Debtor to vest in the Debtor title in the shares of the Company Common Stock
and  the  Company  Preferred  Stock,  free  from any claim by the Secured Party.

     8.     No  Usury.  It is the intention of the parties hereto to comply with
            ---------
the  usury  laws  of  the  State  of California.  Accordingly, it is agreed that
notwithstanding any provision to the contrary in this Agreement or in any of the
documents  evidencing  the  Obligations  or  otherwise relating thereto, no such
provision  shall  require  the  payment  or permit the collection of interest in
excess  of  the  maximum  permitted  by  law.  If any excess of interest in such
respect  is provided for, or shall be adjudicated to be so provided for, in this
Agreement,  or  any  of  the  documents  evidencing the Obligations or otherwise
relating  thereto,  then  in  such  event:

          (a)     The  provisions  of  this  paragraph shall govern and control;


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<PAGE>
          (b)     Neither  the  Debtor,  the  Company  nor  their  successors or
assigns,  or any other party liable for the payment of the Obligations, shall be
obligated  to pay the amount of such interest to the extent that it is in excess
of  the  maximum  amount  permitted  by  law;

          (c)     Any  such  excess interest which may have been collected shall
be,  at  the  option of the holder of the instrument evidencing the Obligations,
either  applied  as  a  credit  against  the  unpaid principal amount thereof or
refunded  to  the  maker  thereof;  and

          (d)     The  effective rate of interest shall be automatically subject
to reduction to the maximum lawful contract rate allowed under the usury laws of
the  State of California as now or hereafter construed by any court of competent
jurisdiction.

     9.     Attorney's  Fees.  In  the event that it should become necessary for
            ----------------
any  party  entitled  hereunder  to  bring  suit against the other party to this
Agreement  for enforcement of the covenants herein contained, the parties hereby
covenant  and  agree  that  the  party  who  is found to be in violation of said
covenants  shall  also be liable for all reasonable attorney's fees and costs of
court  incurred  by  the  other  party  hereto.

     10.     Benefit.  All  the  terms and provisions of this Agreement shall be
             -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     11.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, by
facsimile,  or  by e-mail, if to the Secured Party, addressed c/o Mr. Richard F.
Schmidt  at 2076 Hidden Springs Drive, El Cajon, California 92019; and if to the
Debtor,  addressed to Mr. Billy V. Ray, Jr. at 1117 Perimeter Center West, Suite
N  415, Atlanta, Georgia 30338.  Any party hereto may change its address upon 10
days'  written  notice  to  any  other  party  hereto.

     12.     Construction.  Words  of any gender used in this Agreement shall be
             ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     13.     Waiver.  No  course  of  dealing on the part of any party hereto or
             ------
its agents, or any failure or delay by any such party with respect to exercising
any  right,  power  or  privilege  of  such  party  under  this Agreement or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     14.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     15.     Invalidity.  In  the  event  any  one  or  more  of  the provisions
             ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     16.     Time  of  the  Essence.  Time  is of the essence of this Agreement.
             ----------------------

     17.     Headings.  The  headings used in this Agreement are for convenience
             --------
and  reference  only and in no way define, limit, simplify or describe the scope
or  intent  of this Agreement, and in no way effect or constitute a part of this
Agreement.


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<PAGE>
     18.     Excusable  Delay.  None of the parties hereto shall be obligated to
             ----------------
perform  and none shall be deemed to be in default hereunder, if the performance
of  a  non-monetary  obligation  is  prevented  by  the occurrence of any of the
following,  other  than  as  the  result of the financial inability of the party
obligated  to  perform:  acts  of  God,  strikes,  lock-outs,  other  industrial
disturbances,  acts  of  a  public  enemy,  terrorists,  wars or war-like action
(whether  actual, impending or expected and whether de jure or de facto), arrest
or other restraint of governmental (civil or military) blockades, insurrections,
riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms,
floods,  washouts,  sink  holes,  civil  disturbances,  explosions,  breakage or
accident to equipment or machinery, confiscation or seizure by any government of
public  authority,  nuclear  reaction or radiation, radioactive contamination or
other  causes, whether of the kind herein enumerated, or otherwise, that are not
reasonably  within  the  control  of  the  party  claiming  the  right  to delay
performance  on  account  of  such  occurrence.

     19.     Incorporation  by  Reference.  The  Stock  Purchase  Agreement, the
             ----------------------------
Note,  and  the  Consulting  Agreements  or  any  of the Attachments referred to
therein,  constitute  integral parts to this Agreement and are incorporated into
this  Agreement  by  this  reference.

     20.     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.  Electronically
transmitted  copies  of  signed  agreement shall be treated the same as original
signed  agreements.

     21.     Controlling  Agreement.  In  the  event of any conflict between the
             ----------------------
terms  of  this  Agreement,  the  Stock  Purchase  Agreement,  the Note, and the
Consulting  Agreements  or any of the Attachments referred to therein, the terms
of  the  Stock  Purchase  Agreement  shall  control.

     22.     Law  Governing.  This  Agreement shall be construed and governed by
             --------------
the  laws  of  the  State  of California, and all obligations hereunder shall be
deemed  performable  in  San  Diego  County,  California.

     23.     Perfection  of  Title.  The  parties hereto shall do all other acts
             ---------------------
and  things  that may be reasonably necessary or proper, fully or more fully, to
evidence,  complete  or  perfect  this Agreement, and to carry out the intent of
this  Agreement.

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

     25.     Entire Agreement.  This instrument contains the entire Agreement of
             ----------------
the  parties  with  respect to the subject matter hereof, 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,  the parties have executed this Agreement on the date
first  written  above.


                                       THE SECURED PARTY:



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


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


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<PAGE>
                                       THE DEBTOR:




                                       -----------------------------------------
                                       BILLY  V.  RAY,  Jr.


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