STATE OF MINNESOTA
     ----------------------------------------------------------------------
                               SECRETARY OF STATE
                            CERTIFICATE OF EXCHANGE
     ----------------------------------------------------------------------

     I,  Mary  Kiffmeyer,  Secretary  of State of Minnesota, do certify that: An
Agreement  and  Plan  of  Exchange  between  the following corporations has been
approved  pursuant  to  the  procedures  required  by the chapter indicated. The
Agreement  and  Plan  of  Exchange  was  filed  in  this office on this date. An
exchange  of  stock  has  been  accomplished  as described on the effective date
listed  below.

     Exchange Filed Pursuant to Minnesota Statutes, Chapter: 302A

     State of Incorporation and Name of Exchanging Corporations:

          FL: SPIDERBOY.COM, INC.

          MN: HIGH COUNTRY VENTURES, INC.

     State of Incorporation and Name of Acquiring Corporation:

          MN: HIGH COUNTRY VENTURES, INC.

     Effective Date of Exchange: 10/13/00

     Name of Acquiring Corporation After Effective
Date of Exchange:

          Spiderboy International, Inc.

     This certificate has been issued on: 10/13/00



[GRAPHIC OMITTED]
STATE SEAL



                                                              /s/ Mary Kiffmeyer
                                        ----------------------------------------
                                                             Secretary of State.


<PAGE>
                            PLAN OF EXCHANGE-302A.611

SECTION 1. CORPORATION PLANNING TO EXCHANGE.
           ---------------------------------

     Spiderboy Com, Inc. (Spiderboy), a Florida corporation shall be exchanged
with High Country Ventures, Inc., a Minnesota, corporation. At the Effective
Time Spiderboy shall be wholly owned by High Country. High Country shall
continue to be governed by the laws of the State of Minnesota.

SECTION 2. TERMS AND CONDITIONS.
           ---------------------

     2.1  The exchange shall be effective upon the issuance of a Certificate of
          Exchange by the Secretary of State of the State of Minnesota.

     2.2  The Articles of Incorporation shall remain.

     2.3  The By-Laws shall remain.

SECTION 3. MANNER AND BASIS OF CONVERTING THE SHARES.
           ------------------------------------------

     At the Effective Time, each share of the common stock of Spiderboy issued
and outstanding immediately before the Effective Time shall be conveyed to High
Country. 29,438,000 shares of High Country common stock, by virtue of the
exchange shall be conveyed to Spiderboy, and shall represent validly issued,
fully paid shares of High Country.

     IN WITNESS WHEREOF, the parties have executed this Plan of Exchange this _
day of September 2000.

          Spiderboy.Com, Inc.                   High Country Ventures, Inc.

          By, /s/illegible                      By, /s/illegible
             -----------------------------         -----------------------------
          President                             President


<PAGE>
                            CERTIFICATE BY PRESIDENT


     I,  Michael  Johnson,  the  President  of  High  Country Ventures, Inc., do
certify  that  at  a  meeting of the shareholders of High Country Ventures, Inc.
held  on  October  12,  2000,  after  notice  of  the Meeting of Shareholders as
prescribed  by  the  statutes  of  the  State  of Minnesota, the majority of the
shareholders  of  High  Country  Ventures,  Inc  voted  for  the adoption of the
Agreement  and Plan of Exchange, the vote being the affirmative vote required by
the  by-laws  of  the  company  and  by  the  Minnesota  statutes.

Dated this 12th day of October, 2000.


                                        /s/ illegible
                                        -----------------------------
                                        President