EXHIBIT 10.1

                                 PROMISSORY NOTE


$160,000.00                                                     December 5, 2003

     After  date,  without  grace,  for  value received, RICHARD MANGIARELLI and
RICHARD  SCHMIDT,  residents  of  San  Diego  County,  California, and SPIDERBOY
INTERNATIONAL,  INC., a Minnesota corporation (collectively, the "Maker") hereby
promises to pay to the order of MARK N. PARDO, a resident of Lee County, Florida
(the  "Payee")  the  original principal amount of ONE HUNDRED SIXTY THOUSAND AND
NO/100  DOLLARS  ($160,000.00).  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  13348 Highland Chase Place, Fort Myers Florida 33913, or such other
place  as  the  Payee  may  designate  in  writing  to  the  Maker.

     The principal of this Note shall be due and payable as follows:

     1.     The  sum of $30,000.00 shall be due and payable on or before January
24,  2004.

     2.     Thereafter,  this  Note  shall  be  due  and  payable  in  monthly
installments  of  $13,000.00  each,  payable  on  the 24th day of each and every
calendar  month,  beginning  on  February  24,  2004,  and  continuing regularly
thereafter until the whole of said principal amount has been duly paid.

     3.     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


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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.

     In the event of default in the payment of this Note or under any instrument
executed  in  connection  with  this Note, 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.

     This  Note  is  expressly  subject  to and governed by all of the terms and
conditions  contained  in  that certain Stock Purchase Agreement executed by the
Payee  and  the  Maker  on  November  24, 2003 (the "Stock Purchase Agreement").
Further,  this  Note  is  secured by that certain Stock Pledge Agreement of even
date  herewith  executed  by the Maker, as the Debtor, in favor of the Payee, as
the  Secured  Party (the "Stock Pledge Agreement"). In the event of any conflict
between  the  terms  of  this  Note,  the Stock Purchase Agreement, or the Stock
Pledge  Agreement,  the  terms  of  the  Stock Purchase Agreement shall control.

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


                                                /s/  Richard Mangiarelli
                                                --------------------------------
                                                RICHARD MANGIARELLI



                                                /s/  Richard Schmidt
                                                --------------------------------
                                                RICHARD SCHMIDT

                                                SPIDERBOY INTERNATIONAL, INC.



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




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