EXHIBIT 10.8
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                        SHAREHOLDERS AND VOTING AGREEMENT


                                  BY AND AMONG

                               PALWEB CORPORATION

                                       AND

                                THE SHAREHOLDERS

                     IDENTIFIED ON THE SIGNATURE PAGE HEREOF


                                 JANUARY 4, 2002






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                        SHAREHOLDERS AND VOTING AGREEMENT
                               PALWEB CORPORATION


            This SHAREHOLDERS AND VOTING AGREEMENT (this "Agreement") is made as
of January 4, 2002, by and among PalWeb Corporation, a Delaware corporation (the
"Company"), and each of the parties identified on the signature page hereof
("Shareholders").

                                   WITNESSETH:

            WHEREAS, as of January 4, 2002, the Company and the Shareholders
entered into that certain Securities Purchase Agreement (the "Securities
Purchase Agreement"), upon the terms and conditions of which Shareholders are
purchasing from the Company, and the Company is issuing and selling to
Shareholders, certain Preferred Shares and Warrants (as hereinafter defined);
and

            WHEREAS, the Company and the Shareholders desire to enter into this
Agreement in order, among other things, to set forth certain agreements among
the Parties with respect to (i) the designation of persons to serve as members
of the Board of Directors of the Company (the "Company Board"), (ii) the
issuance of Preferred Stock (as hereinafter defined) and (iii) certain other
matters;

            NOW, THEREFORE, in consideration of the premises, the terms and
conditions set forth herein and the mutual benefits to be gained by the
performance thereof, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

            SECTION l. l. DEFINITIONS.

            (a) For purposes of this Agreement, the terms set forth below shall
have the following respective meanings:

            "Affiliate" means (i) with respect to any Person other than
Shareholders, any other Person directly or indirectly Controlling or Controlled
by, or under direct or indirect common Control with, such Person and (ii) with
respect to Shareholders, any Person directly or indirectly Controlling or
Controlled by, or under direct or indirect common Control with, Shareholders and
any limited or general partner of Shareholders.

            "Annual Budget" means, with respect to any fiscal year of the
Company, a budget prepared by the management of the Company and approved by 60%
of the members of the Company Board which reflects, among other things,
projected capital expenditures; general, administrative and marketing
expenditures; and other costs and expenses expected to be incurred by the
Company for such fiscal year, as the same may be subsequently revised by the
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management of the Company and reapproved by 60% of the members of the Company
Board from time to time for such fiscal year.

            "Board Designees" means the Westgate Board Designees and the Company
Shareholders Board Designees and any Replacement Board Designee.

            "Book Value" of a share of Stock means the book value per share of
such Stock, as determined by dividing the Total Equity attributable to such
class of Stock as of the date of the most recent quarterly or year-end financial
statements of the Company available on the date of determination by the total
number of shares of such class of Stock outstanding as of the date of such
financial statements. The term "Total Equity" attributable to a class of Stock
means the sum of the par value, additional paid in capital and retained earnings
attributable to such class of Stock, other than any shares of such class of
Stock held in treasury of the Company, as determined in accordance with United
States generally accepted accounting principles, in effect from time to time.

            "Bylaws" means, with respect to any corporation, the bylaws of such
corporation (if any), as in effect from time to time on or after the date
hereof.

            "Capital Stock" means, with respect to any corporation, all shares,
interests, participations or other equivalents of capital stock of such
corporation, however designated (including any debt instruments convertible into
any shares of Capital Stock).

            "Charter" means, with respect to any corporation, the certificate or
articles of incorporation (or similar governing document) of such corporation,
as in effect from time to time on or after the date hereof.

            "Common Shares" means shares of common stock of PalWeb Corporation.

            "Common Share Equivalents" means securities convertible into, or
exchangeable or exercisable for, Common Shares or other Capital Stock of such
corporation, including, (subject to Section 1.2), all rights, warrants and
options granted by such corporation to third parties or Shareholders or
employees of such corporation.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, seats on the board of
directors, by contract or otherwise.

            "Hold" means, with respect to any Stock (i) to be the record holder
of such Stock as shown on the books and records of the Company or (ii) to be the
beneficial owner of such Stock; provided, that unless either (a) the officers of
the Company responsible for maintaining the stock records of the Company, after
due inquiry in the event of any transfer of record ownership of any Stock by a
Shareholder, have actual knowledge that the Shareholder is the beneficial owner
of any Stock or (b) the Shareholder has furnished to the Company a certificate
certifying that such Shareholder is the beneficial owner of such Stock, the
Company shall be

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entitled to assume that the record holder of any Stock is also the beneficial
holder thereof, and the terms "held" and "holder" have correlative meanings.

            "HSR Act" means the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended, and as the same may be amended from time to time, and any
successor statute thereto.

            "PalWeb Shareholders" means the Persons who are shareholders of the
Company.

            "Party" means any Person who is a signatory to this Agreement.

            "Person" means any individual, partnership, corporation, limited
liability company, association, joint stock company, trust, joint venture,
unincorporated organization or any other entity or organization of any kind or
character, including any government or any agency or political subdivisions
thereof.

            "Preferred Stock" means Series 2001 12% Cumulative Convertible
Senior Preferred Stock issued pursuant to the Securities Purchase Agreement.

            "Shareholders" means the parties to this Agreement as of the date
hereof (other than the Company) and any other subsequent holder of Preferred
Stock who becomes a party to this Agreement.

            "Stock" means any Common Shares and any Common Share Equivalents of
the Company, in each case, whether issued prior to, on or after the date hereof.

            "Total Stock" means the total number of Common Shares which are
issued and outstanding plus the total number of Common Shares that would be
issued and outstanding assuming the exercise, exchange or conversion of all
outstanding Common Share Equivalents.

            "Transfer" as to any Stock, means to sell, or in any other way
directly or indirectly transfer, assign, distribute, pledge, encumber or
otherwise dispose of, either voluntarily or involuntarily.

            "Transferee" means a Person that acquires any Stock, or any interest
therein, as a result of a Transfer.

            "Transferor" means a Person that Transfers Stock, or any interest
therein.

            "Voting Stock" means, with respect to any corporation, any Capital
Stock or other securities of such corporation the holders of which are generally
entitled to vote for members of the board of directors of such corporation.

            "Warrants" means, means the warrants issued by PalWeb Corporation to
the Shareholder in the form attached as an Exhibit to the Securities Purchase
Agreement.

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            "Westgate" means Westgate Investments, L.P., an Oklahoma limited
partnership and one of the Shareholders.

            (b) Each of the terms below has the meaning set forth in the
provision of this Agreement identified opposite such term in the following
table:

               Term                                   Provision
               ----                                   ---------

        Agreement                                     Preamble
        Company                                       Preamble
        Company Board                                 Recitals
        Company Board Committee                       Section 2.2(a)(i)
        Replacement Board Designee                    Section 2.1(a)(iii)
        Shareholders                                  Recitals
        Securities Purchase Agreement                 Recitals
        Westgate Board Designees                      Section 2.1 (a)(i)
        Westgate Committee Designee                   Section 2.2(a)(i)
        Westgate Shareholder Board Designees          Section 2.1(a)(ii)

            SECTION 1.2. METHODOLOGY FOR CALCULATIONS. Except as otherwise
expressly provided in this Agreement, for purposes of calculating (i) the number
of Common Shares outstanding at any time, (ii) the number of Common Shares owned
or held by a Party or any other Person at any time and (iii) related
percentages, all Common Share Equivalents of the Company shall be treated as
having been converted, exchanged or exercised for Common Shares at the then
applicable conversion price, exchange price or exercise price if the then
applicable conversion price, exchange price or exercise price is equal to or
less than the then current fair market value of a Common Share as determined in
good faith by the Company Board. Notwithstanding the foregoing, in no event
shall the term Common Share Equivalents be deemed to include any options to
purchase Common Shares granted to employees pursuant to a stock option plan,
stock incentive plan or similar Company plan or program, in any calculation
referred to above.

                                   ARTICLE II
                              CORPORATE GOVERNANCE

            SECTION 2.1. BOARD OF DIRECTORS.

            The Company shall at all times be managed by or under the direction
of the Company Board, which shall consist of such number members as may be
established by the Board and approved by Westgate so long as Westgate is
entitled to designate members of the Board.

            (a) DESIGNATION.

            (i) Westgate Board Designees. For so long as Westgate holds either
      (i) at least 5% of the outstanding Preferred Stock, or (ii) at least 5% of
      the Common Shares,

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      Westgate shall have the right to designate at least two-thirds of the
      members of the Company Board (collectively, the "Westgate Designees").

            (ii) Company Shareholder Board Designees. From and after the date
      hereof, the PalWeb Shareholders shall have the right to elect the
      remaining members of the Company Board (the "Company Shareholder Board
      Designees").

            (iii) Vacancies. If any Board Designee shall be elected or appointed
      as a member of the Company Board but shall thereafter cease to serve as a
      member of the Company Board (whether as a result of his or her death or
      resignation or for any other reason) prior to the expiration of his or her
      term of office, the Person who designated such Board Designee shall have
      the right to designate another person (a "Replacement Board Designee") to
      fill the resulting vacancy in the Company Board.

            (b) COMPANY ACTION. The Company shall use its best efforts and take
all action within its power to cause each Board Designee to be elected or
appointed to serve as a member of the Company Board as promptly as practicable
after the date upon which he or she has been so designated. Without limiting the
generality of the foregoing, the Company shall take any of the following actions
if required in order to effect the election or appointment of a Board Designee:

            (i) If there exists a vacancy on the Company Board, the Company
      shall take all necessary action within its power to cause such vacancy to
      be filled through the appointment of such Board Designee. If no such
      vacancy exists, the Company shall solicit and use its best efforts to
      obtain the resignation of one or more members of the Company Board so as
      to allow for the appointment of such Board Designee.

            (ii) If the Company Board is authorized by law to increase the
      number of members of the Company Board without approval of the
      shareholders of the Company, the Company shall take all necessary action
      within its power to increase the size of the Company Board and cause each
      newly created directorship to be filled by the appointment of a Board
      Designee.

            (iii) The Company shall nominate such Board Designee for election as
      a member of the Company Board at the next meeting of the shareholders at
      which members of the Company Board are to be elected and, in connection
      therewith, shall (w) name such Board Designee as a nominee of management
      in the form of proxy sent by management to the shareholders of the Company
      prior to such meeting, (x) include all required information regarding such
      Board Designee in the proxy statement sent by management of the Company to
      the shareholders of the Company prior to such meeting (which information
      shall, upon request, be furnished to management by the Person who
      designated such Board Designee), (y) recommend to the shareholders of the
      Company the election of such Board Designee and (z) vote in favor of such
      Board Designee all legally effective proxies received from shareholders of
      the Company that authorize or direct any officer or director of the
      Company, as proxy holder, to vote in the election of directors for

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      such Board Designee or which grant to any officer or director of the
      Company the power to exercise his or her discretion in voting in the
      election of directors.

            (c) SHAREHOLDER ACTION. Each Shareholder shall use its best efforts
and shall take all action within its power (including, but not limited to, (i)
attending all meetings of the shareholders of the Company for the purposes of
ensuring that a quorum is obtained, (ii) voting all Voting Stock of the Company
owned or held by such Shareholder at any meeting of the shareholders of the
Company or, if under applicable law shareholders of the Company are permitted to
take action by written resolution or consent in lieu of a meeting, executing any
written resolution or consent with respect to all Voting Stock of the Company
owned by such Shareholder and (iii) causing any person designated by it to serve
as a member of the Company Board to vote on any matter presented for a vote of
Company Board) to cause each Board Designee to be elected or appointed as a
member of the Company Board in accordance with the provisions of this Section
2.1. In addition, each Shareholder shall vote all Voting Stock owned or held by
such Shareholder against any resolution which may be proposed to remove any
Board Designee that is serving as a member of the Company Board, unless the
Party who designated such Board Designee otherwise requests in writing.

            SECTION 2.2. COMPANY BOARD COMMITTEES

            (a) DESIGNATION.

            (i) Westgate. So long as one or more Westgate Board Designees are
      serving as members of the Company Board, Westgate shall have the right to
      designate one of such Westgate Board Designees (an "Westgate Committee
      Designee") for appointment as a member of each committee of the Company
      Board (each, a "Company Board Committee").

            (ii) Vacancies. If any Westgate Committee Designee shall be
      appointed as a member of a Company Board Committee but shall thereafter
      cease to serve as a member of such Company Board Committee (whether as a
      result of his or her death or resignation or for any other reason) prior
      to the expiration of his or her term of office, Westgate shall have the
      right to designate another member of the Company Board for appointment to
      fill the resulting vacancy in such Company Board Committee.

            (b) COMPANY ACTION. The Company shall use its best efforts and take
all action within its power to cause each Westgate Committee Designee to be
appointed to serve on the applicable Company Board Committee as promptly as
practicable after he or she has been designated to so serve. Without limiting
the generality of the foregoing, the Company shall take all necessary action
within its power to increase the size of any Company Board Committee and cause
the newly created position on such Company Board Committee to be filled by the
appointment of the Westgate Committee Designee. In addition, the Company shall
use its best efforts and take all action within its power to ensure that an
Westgate Committee Designee is not removed as a member of a Company Board
Committee to which he or she has been appointed, unless Westgate otherwise
requests in writing.

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            SECTION 2.3. CONTRACTUAL MANAGEMENT RIGHTS. In addition to the
foregoing rights set forth in this Article Il, Westgate shall also have the
right to routinely consult with, and advise, the management of the Company
regarding the Company's operations. The management of the Company agrees to take
into consideration any such advice received from Westgate. The Company
acknowledges that the provisions of this Agreement, including those set forth in
this Article II, are intended to provide Westgate with certain contractual
management rights.

            SECTION 2.4. DIRECTORS' AND OFFICERS' INDEMNIFICATION

            (a) From time to time, at the request of any member of the Company
Board or any Party entitled to designate such a member, the Company will
investigate the feasibility and cost of obtaining a policy of directors' and
officers' liability insurance covering each of the members of the applicable
board of directors.

            (b) From time to time, at the request of any member of the Company
Board or any Party entitled to designate a member of the Company Board, the
Company Board will review and cause to be implemented (or in the case of the
Charter of the Company, recommend for approval by the shareholders of the
Company) any amendments to their Charter, Bylaws and other organizational
documents which are proposed by such member of the Company Board or such Party
for the purpose of ensuring that such organizational documents at all times
provide for indemnification of, advancement of expenses to, and limitations on
the personal liability of, the members of the Company Board to the fullest
extent permitted under applicable law. This paragraph (b) may not be amended,
repealed or otherwise modified in any manner adverse to any member of the
Company Board, without the consent of at least 60% of the members of the Company
Board.

            (c) Each of the members of the Company Board is intended to be a
third-party beneficiary of the obligations of the Company pursuant to this
Section 2.4, and the obligations of the Company pursuant to this Section 2.4
shall be enforceable by each such individual.

            SECTION 2.5. EXPENSES. Upon receipt of proper documentation, the
Company shall pay the reasonable out-of-pocket expenses incurred by each of the
members of the Company Board in connection with performing his or her duties,
including without limitation, the reasonable out-of-pocket expenses incurred by
any such person in attending meetings of the applicable board of directors or
any committee thereof.

            SECTION 2.6 CERTAIN RESTRICTIONS. Except as expressly provided
herein or as may be approved in writing by each of the Shareholders, (i) no
Shareholder shall grant any proxy with respect to any Stock owned or held by
such Shareholder that would permit the proxy holder to vote such Stock in any
manner that is inconsistent in any respect with the provisions of this Agreement
and (ii) no Shareholder shall enter into or agree to be bound by any voting
trust agreement, shareholders agreement or other agreement or arrangement of any
kind with respect to any Stock that is inconsistent in any respect with the
provisions of this Agreement.

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            SECTION 2.7. CERTAIN ACTIONS. The Company shall not take, and each
Shareholder shall use its best efforts and take all actions within its power to
ensure that none of the following actions is taken by the Company or, if
applicable, any of its subsidiaries, without the affirmative vote of at least
60% of the members of the Company Board:

            (a) any amendment to the Charter or Bylaws of the Company;

            (b) any consolidation with, or merger with or into, any Person,
except for any merger of a wholly owned subsidiary of the Company with or into
the Company in which the Company is the surviving entity and in which none of
the securities held by any Shareholder are converted into or exchanged for any
securities or other property;

            (c) except as contemplated by an Annual Budget, any sale, lease,
transfer or other disposition of any of the properties or assets of the Company
to any Person, other than sales, leases or other dispositions of assets in one
transaction or a series of related transactions to the extent such sales, leases
or other dispositions do not exceed in the aggregate the greater of 10% of the
net book value of all fixed assets of the Company as of the beginning of the
fiscal year in which such sales, leases or other dispositions are effected or
$500,000;

            (d) any change in the general nature of the business of the Company;

            (e) the acquisition or issuance of any shares of Capital Stock of
the Company or entering into any commitments or obligations or the grant of any
options, warrants or rights of any kind to acquire or issue any such shares,
other than as specifically contemplated by this Agreement and the Securities
Purchase Agreement;

            (f) the incurrence of any funded indebtedness by the Company, except
for indebtedness incurred as contemplated by an Annual Budget, incurred under
the Company's primary credit facility or in an aggregate amount not exceeding
$250,000;

            (g) any investment by the Company in any Person other than a
wholly-owned subsidiary in an amount exceeding $100,000;

            (h) the payment of any dividends on Common Shares;

            (i) the filing of any petition seeking to reorganize the Company
pursuant to, or to obtain relief under, any federal or state bankruptcy or
insolvency law;

            (j) any dissolution, liquidation or winding-up of the affairs of the
Company;

            (k) the appointment or dismissal of the chief executive officer, the
president, the chief operating officer, the chief financial officer or any
senior vice president of the Company; or

            (1) the making of any capital expenditures not approved in an Annual
Budget in an aggregate amount exceeding $250,000 in any fiscal year.

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                                   ARTICLE III
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

            SECTION 3.1. REPRESENTATIONS AND WARRANTIES. Each Party represents
and warrants to the other Parties as follows:

            (a) It has all requisite power, legal capacity and authority to
execute, deliver and perform its obligations under this Agreement.

            (b) This Agreement has been duly and validly authorized, executed
and delivered by it, and constitutes a valid and binding obligation of it,
enforceable against it in accordance with its terms except to the extent that
enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally.

            (c) The execution, delivery and performance of this Agreement by it
does not (i) violate, conflict with, or constitute a breach of or default under
its organizational documents, if any, or any material agreement to which it is a
party or by which it is bound or (ii) violate any law, regulation, order, writ,
judgment, injunction or decree applicable to it.

            (d) It is not a party to any proxy, voting trust or other agreement
which is inconsistent with or conflicts with any provision of this Agreement or
the rights of any Party hereunder.

            (e) If the Party is not a natural person, the consummation by the
Party of the transactions contemplated by this Agreement have been duly and
validly authorized by all necessary corporate, partnership or other action on
the part of the Party. If the Party is acting otherwise than in his individual
capacity (whether as an executor or a guardian or in any other fiduciary or
representative capacity), all actions on the part of the Party and all other
Persons (including any court) necessary for the authorization, execution,
delivery and performance by the Party of this Agreement have been duly taken.

            SECTION 3.2. COVENANTS .

            (a) PUBLIC DISCLOSURES. Unless approved by the Company Board, the
Company shall not disclose any material information related to this Agreement in
any press release or other public announcement or in any document filed with any
governmental entity, without the prior written consent of the Shareholders,
unless such disclosure is required by applicable law or governmental regulations
or by order of a court of competent jurisdiction, in which case prior to making
such disclosure the Company shall give written notice to such Shareholder
describing in reasonable detail the proposed content of such disclosure and
shall permit such Shareholder to review and comment upon the form and substance
of such disclosure.

            (b) CONFIDENTIALITY. Each Shareholder who receives any confidential
information or other proprietary information or data from the Company or from
any

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representative of the Company concerning the business of the Company (including
without limitation information regarding strategic plans, planned acquisitions
or dispositions, financing sources, operating performance, financial statements
or other information), shall hold such information or data in strictest
confidence and shall not disclose such information or data to any other Person
or use such information or data for such Shareholder's own benefit or for the
benefit of any other Person without the prior written consent of the Company.

            (c) ANNUAL BUDGET. The management of the Company shall prepare a
proposed Annual Budget and submit it for the approval of the Company Board not
later than the end of the fiscal year preceding the year to which the Annual
Budget applies, which Annual Budget shall be approved no later than the end of
the second month of the fiscal year to which such Annual Budget applies. The
Company may periodically update and amend the Annual Budget and present a
revised version to the Company Board. Upon such approval, the revised annual
budget shall be the Annual Budget.


                                   ARTICLE IV
                                  MISCELLANEOUS

            SECTION 4.1. DURATION OF AGREEMENT. The rights and obligations of a
Shareholder under this Agreement shall terminate at such time as Westgate no
longer owns at least 5% of the Total Stock. This Agreement shall terminate and
be of no further force and effect upon the earlier of (i) the date as of which
Shareholders and its successors and assigns are no longer the holders of Stock
or (ii) the tenth anniversary of the date hereof.

            SECTION 4.2. FURTHER ASSURANCES. At any time or from time to time
after the date hereof, the Parties agree to cooperate with each other, and at
the request of any other Party, to execute and deliver any further instruments
or documents and to take all such further action as the other Party may
reasonably request in order to evidence or effectuate the consummation of the
transactions contemplated hereby and to otherwise carry out the intent of the
Parties hereunder.

            SECTION 4.3. AMENDMENT AND WAIVER. Except as otherwise provided
herein, no modification, amendment or waiver of any provision of this Agreement
shall be effective unless (i) in the case of a modification or amendment, it is
approved in writing by the Company and the Shareholders owning at least a
majority of the Total Stock owned by all Shareholders or (ii) in the case of a
waiver, it is approved in writing by each Party entitled to the benefits thereof
(it being understood that the grant of such a waiver shall not be unreasonably
withheld by a Party so long as such Party and its rights under this Agreement
would not be materially affected thereby). In addition, this Agreement may not
be modified or amended in a manner that would deny to Shareholders certain
contractual rights with respect to the Company without the written consent of
the Shareholders. The failure of any Party to enforce any of the provisions of
this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such Party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.

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            SECTION 4.4. SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

            SECTION 4.5. ENTIRE AGREEMENT. Except as otherwise expressly set
forth herein, this document embodies the complete agreement and understanding
among the Parties with respect to the subject matter hereof.

            SECTION 4.6. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and each Shareholder and its
respective successors and assigns, so long as they hold Stock. No Party shall
have the right to assign its rights and obligations under this Agreement (a)
without the prior written consent of each of the other Parties, which consent
shall not be unreasonably withheld, and (b) unless the assignee of such Party
executes a document in form reasonably satisfactory to the Company pursuant to
which such assignee agrees to become a party to, and be bound by, this
Agreement.

            SECTION 4.7. COUNTERPARTS. This Agreement may be executed in
separate counterparts each of which shall be an original and all of which taken
together shall constitute one and the same agreement.

            SECTION 4.8. REMEDIES. Each Shareholder shall be entitled to enforce
its rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The Parties agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this
Agreement, including without limitation any breach of Article 11, and that each
Party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief
(without posting a bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.

            SECTION 4.9. NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered by hand, by telex
or telecopier, or by certified or registered mail, postage prepaid and return
receipt requested. Notices shall be deemed to have been given upon delivery, if
delivered by hand, three business days after mailing, if mailed, one business
day after delivery to the courier, if delivered by overnight courier service,
and upon receipt of an appropriate electronic confirmation, if by telex or
telecopier. Notices shall be delivered to the Company at the address set forth
below and to any other recipient at the address indicated on Schedule 4.9 hereto
and to any subsequent holder of Stock subject to this Agreement at such address
as indicated by the records of the Company, or at such address or to the
attention of such other Person as the recipient Party has specified by prior
written notice to the sending Party. The addresses for the Company are as
follows:

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                                                 Authorized Agent for Service
                                                 ----------------------------

      PalWebCorporation
      2500 S. McGee                              Crowe & Dunlevy
      Norman, Oklahoma  73072                    1800 Mid-America Tower
      Attention: Paul A. Kruger                  Oklahoma City, OK  73102

          with copies to:

          Michael M. Stewart
          Crowe & Dunlevy
          1800 Mid-America Tower
          20 North Broadway
          Oklahoma City, Oklahoma  73102


      Westgate Investments, L.P.                 William W. Pritchard
      320 South Boston Ave., Ste. 400            Hall, Estill, Hardwick, Gable,
      Tulsa, Oklahoma  74103-3708                Golden & Nelson, P.C.
      Attention: William W. Pritchard, Manager   320 South Boston Ave., Ste. 400
                                                 Tulsa, Oklahoma  74103-3708

            SECTION 4.10. GOVERNING LAW AND JURISDICTION.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANY OTHER JURISDICTION; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT ANY
MANDATORY, NON-WAIVABLE PROVISIONS OF LAW REQUIRE THAT THE LAWS OF THE
JURISDICTION OF INCORPORATION OF THE COMPANY BE APPLIED WITH RESPECT TO MATTERS
RELATING TO THE INTERNAL AFFAIRS OF THE COMPANY, THE LAWS OF ITS JURISDICTION OF
INCORPORATION SHALL GOVERN SUCH MATTERS.

            (b) Each of the Parties hereby submits to the jurisdiction of the
United States District Court for the Northern District of Oklahoma, Tulsa
Division, in any action, suit or proceeding with respect to (i) any dispute or
controversy arising in connection with this Agreement or the enforcement of the
provisions of this Agreement and (ii) the enforcement of any award hereunder.
The Company irrevocably appoints the agent for service specified opposite its
name in Section 4.9 hereof as its authorized agent upon which process may be
served in any related proceeding, and agrees that service of process upon such
agent, and written notice of said service to the Company, by the person serving
the same to the address provided in Section 4.9 hereof, shall be deemed in every
respect effective service of process upon such Party in any such action, suit or
proceeding. The Company further agrees to take any and all action as may be

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<PAGE>

necessary to maintain such designation and appointment of such agent in full
force and effect until the expiration all representations and warranties
hereunder.

            (c) To the extent enforceable in accordance with applicable law,
each of the Parties hereby acknowledges and agrees that the submission by such
Party to the jurisdictions referred to in paragraph (b) above shall be exclusive
with respect to all actions, suits and proceedings specified therein, other than
regarding the enforcement of any award thereunder. The Company hereby covenants
not to bring any action, suit or proceeding in any jurisdiction other than those
referred to in paragraph (b) above.

            (d) The provisions of this Section 4.10 shall be valid and
enforceable notwithstanding the illegality, invalidity, or unenforceability of
any other provisions of this Agreement.

            SECTION 4.11. HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

            SECTION 4.12. CONSTRUCTION. Where specific language is used to
clarify by example a general statement contained herein, such specific language
shall not be deemed to modify, limit or restrict in any manner the construction
of the general statement to which it relates. The language used in this
Agreement shall be deemed to be the language chosen by the Parties to express
their mutual intent, and no rule of strict construction shall be applied against
any Party.

            IN WITNESS WHEREOF, the Parties have executed this Shareholders and
Voting Agreement on the day and year first above written.

                                    THE COMPANY:

                                    PALWEB CORPORATION


                                    By: /s/ Paul A. Kruger
                                       -----------------------------------------
                                       Paul A. Kruger
                                       President


                                    THE SHAREHOLDERS:

                                    WESTGATE INVESTMENTS, L.P.
                                    By:  Westgate Capital Company, LLC,
                                         General Partner

                                    By: /s/ William W. Pritchard
                                       -----------------------------------------
                                       William W. Pritchard, Manager




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<PAGE>

                                    HIDALGO TRADING COMPANY, LC

                                    By: /s/ Paul A. Kruger
                                       -----------------------------------------
                                       Paul A. Kruger, Manager


                                    ONWARD, LLC.


                                    By: /s/ Paul A. Kruger
                                       -----------------------------------------
                                       Paul A. Kruger, Manager























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<PAGE>
                                                                    Schedule 5.9

                        Shareholder Addresses for Notice

Westgate Investments, L.P.
Attention:  William W. Pritchard
320 S. Boston, Suite 400
Tulsa, Oklahoma  74103
(918) 594-0496 (Facsimile)

Hidalgo Trading Company, LC and
Onward, LLC
Attention:  Paul A. Kruger
2500 S. McGee
Norman, Oklahoma  73072
(405) 360-5354 (Facsimile)























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