CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                           SERIES A PREFERRED STOCK OF
                          SPIDERBOY INTERNATIONAL, INC.

     I,  Richard  Mangiarelli,  President  of  Spiderboy  International, Inc., a
corporation  organized  and  existing  under  the laws of the State of Minnesota
(hereinafter referred to as the "Company"), in accordance with the provisions of
Section  302A.401of  the  Minnesota Business Corporation Act, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors of the
Company  (hereinafter  referred  to  as the "Board") by the Restated Articles of
Incorporation  of  the  Company,  as  amended,  the  Board on December 16, 2003,
adopted  the  following  resolution creating a series of one million (1,000,000)
preferred  shares  of  the  par value of $0.01 per share designated as "Series A
Preferred  Stock":

     RESOLVED, that pursuant to the authority granted to and vested in the Board
in  accordance with the provisions of the Restated Articles of Incorporation, as
amended,  of  the Company, a series of preferred stock of the Company be, and it
hereby is, created, and that the designation and amount thereof and the relative
rights  and  preferences  of  the  shares  of  such series, called the "Series A
Preferred  Stock,"  are  as  follows:

     1.   Dividends.  Notwithstanding  anything  herein  to  the  contrary,  the
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holders  of  outstanding  shares  of  the  Series A Preferred Stock shall not be
entitled  to  receive  any  dividends,  whether in form of cash, stock, or other
property.

     2.   Redemption  Rights.  Subject to the applicable provisions of Minnesota
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law,  the  Company,  at  the  option of its directors, and with the consent of a
majority of the stockholders of the Series A Preferred Stock, may at any time or
from  time  to  time  redeem  the  whole or any part of the outstanding Series A
Preferred  Stock.  Any  such redemption shall be pro rata with respect to all of
the  holders of the Series A Preferred Stock.  Upon redemption the Company shall
pay  for each share redeemed the amount of $0.01 per share, payable in cash (the
"Redemption  Price").  Such  redemption  shall  be  on  an all-or-nothing basis.

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series A Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal office of the Company is located.  Such notice shall state
the  date fixed for redemption and the Redemption Price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series A Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the Redemption
Price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed shares.  If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
A  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  Redemption  Price  without  interest  upon  surrender  of  their
certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series A Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the Redemption Price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders


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thereof  shall  cease  to be stockholders with respect to such shares, and shall
have no rights with respect thereto except the right to receive from the bank or
trust  company  payment  of the Redemption Price of the shares without interest,
upon  the  surrender of their certificates therefor. Any interest accrued on any
funds  so  deposited  shall be the property of, and paid to, the Company. If the
holders  of  Series A Preferred Stock so called for redemption shall not, at the
end  of  six  years from the date fixed for redemption thereof, have claimed any
funds  so  deposited, such bank or trust company shall thereupon pay over to the
Company such unclaimed funds, and such bank or trust company shall thereafter be
relieved  of  all  responsibility  in  respect  thereof to such holders and such
holders  shall  look  only  to  the Company for payment of the Redemption Price.

     3.   Liquidation  Rights.  Upon  the dissolution, liquidation or winding up
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of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series A Preferred Stock shall be entitled to receive out
of the assets of the Company the sum of $0.01 per share (the "Liquidation Rate")
before  any  payment  or  distribution shall be made on the Common Stock, or any
other  class  of  capital  stock  of  the Company ranking junior to the Series A
Preferred  Stock.

          (a)  The  sale,  conveyance, exchange or transfer (for cash, shares of
stock,  securities  or  other  consideration)  of  all  or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

          (b)  After  the  payment  to  the  holders  of  shares of the Series A
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series A Preferred Stock, the holders of the Series A Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)  In the event the assets of the Company available for distribution
to  the holders of the Series A Preferred Stock upon dissolution, liquidation or
winding  up  of  the Company shall be insufficient to pay in full all amounts to
which  such  holders  are entitled pursuant to this Paragraph 3, no distribution
shall  be made on account of any shares of a class or series of capital stock of
the Company ranking on a parity with the shares of the Series A Preferred Stock,
if  any,  upon  such dissolution, liquidation or winding up unless proportionate
distributive  amounts  shall  be  paid  on account of the shares of the Series A
Preferred  Stock,  ratably,  in  proportion to the full distributive amounts for
which  holders  of  all  such  parity shares are respectively entitled upon such
dissolution,  liquidation  or  winding  up.

     4.   Conversion  of  Series  A  Preferred  Stock.  Holders of shares of the
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Series  A  Preferred  Stock  shall not have the right at any time to convert any
number  of  shares  of  the  Series A Preferred Stock into shares of the Company
Common  Stock.

     5.   Preferred  Status.  The rights of the shares of the Common Stock shall
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be  subject to the preferences and relative rights of the shares of the Series A
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series A Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 3
above.

     6.   Vote to Change the Terms of the Series A Preferred Stock.  Without the
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prior  written  consent  of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series A Preferred Stock, the Company shall not amend,
alter,  change or repeal any of the powers, designations, preferences and rights
of  the  Series  A  Preferred  Stock.

     7.   Lost  or Stolen Certificates.  Upon receipt by the Company of evidence
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares  of  the Series A Preferred
Stock,  and,  in  the case of loss, theft or destruction, of any indemnification
undertaking  or  bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock  Certificate(s),  the  Company  shall  execute  and  deliver  new Series A
Preferred


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Stock  Certificate(s)  of  like  tenor  and date; provided, however, the Company
shall  not be obligated to re-issue Series A Preferred Stock Certificates if the
holder  thereof contemporaneously requests the Company to convert such shares of
the  Series  A  Preferred  Stock  into  the  Common  Stock.

     8.   Voting.  The  holders of Series A Preferred Stock shall have the right
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to  vote on all matters submitted to vote of the Company's shareholders.  On all
matters  submitted  to  a vote of the Company's shareholders, including, without
limitation,  the  election  of  directors,  a  holder  of shares of the Series A
Preferred  Stock  shall be entitled to the number of votes on such matters equal
to  the  number  of  shares  of the Series A Preferred Stock held by such holder
multiplied  by  two  hundred  and  fifty  (250).

     The  Resolution  was duly adopted by all of the directors of the Company as
required  by  Section  302A.237  of  the  Minnesota  Business  Corporation  Act.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Certificate of
Designation,  Preferences  and  Rights on behalf of the Company this 16th day of
December,  2003.

                                   SPIDERBOY INTERNATIONAL, INC.



                                   By  /s/ Richard Mangiarelli
                                     -------------------------------------------
                                       Richard Mangiarelli, President


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