EXHIBIT 10.2

                             STOCK PLEDGE AGREEMENT


     THIS  AGREEMENT is made this 5th day of December, 2003, by and between MARK
N.  PARDO  (the  "Secured  Party")  and  RICHARD MANGIARELLI and RICHARD SCHMIDT
(collectively,  the  "Debtor").

     WHEREAS,  the  Secured Party, pursuant to that certain Company Common Stock
Purchase  Agreement dated November 24, 2003 (the "Stock Purchase Agreement") has
sold  to the Debtor 21,851,503 shares (the "Company Common Stock") of the issued
and  outstanding  common  stock,  no  par  value  per  share,  in  SPIDERBOY
INTERNATIONAL, INC., a Minnesota corporation (the "Company"); and

     WHEREAS,  pursuant to the Stock Purchase Agreement, the Debtor has executed
and delivered to the Secured Party that one certain promissory note of even date
herewith  executed  by  the  Debtor in the original principal amount of $160,000
payable  to  the  order  of  the  Secured  Party  (the  "Note");

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto do hereby agree as follows:

     1.     Security  Interest.  The Debtor hereby grants to the Secured Party a
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security  interest  and  agrees  and acknowledges that the Secured Party has and
shall  continue to have a security interest in the SPIDERBOY INTERNATIONAL, INC.
Common Stock acquired by the Debtor from the Secured Party pursuant to the Stock
Purchase  Agreement,  together with all monies, income, proceeds, substitutions,
replacements, 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,  shall  hereinafter  be  referred  to  as  the  "Collateral."

     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 and liabilities whatsoever
of  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 and the
Note,  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
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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  is  the owner of the Collateral free of any adverse
claim,  security  interest  or  encumbrance,  and  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, in the office
of  the  Secretary of State of Florida, a financing statement 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 the State of
Florida  on  the  date  hereof  in  a  form  satisfactory  to  the  Secured


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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)     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 his interests, rights and remedies under this
Agreement  in  the  event  of default by the Debtor hereunder or under the Stock
Purchase  Agreement  or  the  Note.

          (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 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
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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
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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.


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          (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 or the
Note,  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
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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
Florida,  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 manner authorized or permitted
under  this  Agreement  or  under  the Uniform Commercial Code as adopted in the
State  of  Florida  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 his option,
upon the occurrence of an Event of Default hereunder, to transfer at any time to
himself  or  to  his 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 his option, without
transferring  such  securities or properties to his 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 Florida 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.


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          (c)     Apply  any  proceeds  from disposition of the Collateral after
default  in  the manner specified in Chapter 9 of the Florida 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
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remains  uncured  for  the  applicable  grace  period  under  the Stock Purchase
Agreement,  the  Note, or hereunder, the Debtor shall have the right to vote all
of  the  Debtor's  shares of the Company Common 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 Obligations.  Simultaneously with the payment in full
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of the Obligations, or the Obligations are otherwise deemed to have been paid in
full  pursuant  to  the  terms of the Stock Purchase Agreement and the Note, the
Secured  Party shall execute and file at his own expense any and all instruments
necessary  to  terminate the security interest in the Collateral 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 Company Common Stock
and  any  other  item  constituting  the  Collateral, free from any claim by the
Secured  Party.

     8.     No  Usury.  It is the intention of the parties hereto to comply with
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the  usury  laws  of  the  State  of  Florida.  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;

          (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  Florida  as now or hereafter construed by any court of competent
jurisdiction.

     9.     Attorney's  Fees.  In  the event that it should become necessary for
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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
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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
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hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, if
to  the  Secured  Party,  addressed to Mr. Mark N. Pardo at 13348 Highland Chase
Place,  Fort Myers Florida 33913; and if to the Debtor, addressed to Mr. Richard
Mangiarelli  at  2820  La  Mirada  Drive, Suite H, Vista, California 92083.  Any
party  hereto  may  change its address upon 10 days' written notice to any other
party  hereto.


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     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
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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
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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
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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.

     18.     Excusable  Delay.  None of the parties hereto shall be obligated to
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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.     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.

     20.     Law  Governing.  This  Agreement shall be construed and governed by
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the  laws of the State of Florida, and all obligations hereunder shall be deemed
performable  in  Lee  County,  Florida.

     21.     Perfection  of  Title.  The  parties hereto shall do all other acts
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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.

     22.     Entire Agreement.  This instrument contains the entire Agreement of
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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.


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     IN  WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first  written  above.


                                                    THE SECURED PARTY:




                                                    ----------------------------
                                                    MARK N. PARDO


                                                    THE DEBTOR:



                                                    ----------------------------
                                                    RICHARD MANGIARELLI



                                                    ----------------------------
                                                    RICHARD SCHMIDT




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