EXHIBIT 10.32
                                                                   -------------


                              AMENDED AND RESTATED
                                STOCK OPTION PLAN
                                       OF
                               PALWEB CORPORATION
                            (EFFECTIVE MAY 11, 2001)
             (AS AMENDED BY THE BOARD OF DIRECTORS JANUARY 7, 2002)
                  (APPROVED BY THE SHAREHOLDERS APRIL 22, 2002)
         (AS REVISED TO SHOW CHANGE IN PAR VALUE DUE TO REDOMICILIATION
                           IN OKLAHOMA ON MAY 2, 2002)
                 (AS ADJUSTED TO REFLECT REVERSE STOCK SPLIT OF
                      COMMON STOCK EFFECTIVE JUNE 25, 2002)


1.       PURPOSE OF THE PLAN

         This Stock Option Plan (the "Plan") is intended as an incentive to
managerial and other key employees of PalWeb Corporation (the "Company"), and
its subsidiaries. Its purposes are to retain employees with a high degree of
training, experience, and ability, to attract new employees whose services are
considered unusually valuable, to encourage the sense of proprietorship of such
persons, and to stimulate the active interest of such persons in the development
and financial success of the Company. Options granted under the Plan may be
either "incentive stock options" as provided by Section 422 of the Internal
Revenue Code of 1986, as amended, and as may be further amended from time to
time ( the "Internal Revenue Code" or "Code") or options which do not qualify as
incentive stock options.

2.       ADMINISTRATION OF THE PLAN

         (a) Administration. The Plan shall be administered by the Board of
Directors of the Company, or if the Board so authorizes, by a committee (the
"Committee") of the Board of Directors consisting of not less than two (2)
members of the Board of Directors. Unless the context otherwise requires,
references herein to the Committee shall be references to the Board of Directors
or the Committee. Members of the Committee shall serve at the pleasure of the
Board, and the Board may from time to time remove members from, or add members
to, the Committee. A majority of the members of the Committee shall constitute a
quorum for the transaction of business. Action approved in writing by a majority
of the members of the Committee then serving shall be fully effective as if the
action had been taken by unanimous vote at a meeting duly called and held.

         (b) Authority. The Committee is authorized to construe and interpret
the Plan, to promulgate, amend and rescind rules and regulations relating to the
implementation of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee may designate
persons other than members of the Committee to carry out its responsibilities
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under such conditions and limitations as it may prescribe, except that the
Committee may not delegate its authority with regard to selection for
participation of, and the granting of options to, persons subject to Sections
16(a) and 16(b) of the Exchange Act. Any determination, decision or action of
the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive and
binding upon all persons participating in the Plan and any person validly
claiming under or through persons participating in the Plan. The Company shall
effect the granting of options under the Plan in accordance with the
determinations made by the Committee, by execution of instruments in writing in
such form as approved by the Committee.

3.       DESIGNATION OF PARTICIPANTS

         Persons eligible for options under the Plan shall consist of managerial
and other key employees of the Company and/or its subsidiaries who hold
positions of significant responsibilities or whose performance or potential
contribution, in the sole judgment of the Committee, will benefit the future
success of the Company. In addition, all Non-employee Directors of the Company
shall be eligible for options under the plan in accordance solely with the
provisions of Section 7 hereof.

4.       SHARES SUBJECT TO THE PLAN

         Subject to adjustment as provided in Paragraph 9 hereof, there shall be
subject to the Plan two million (2,000,000) shares of common stock of the
Company, par value $0.0001 per share. The shares subject to the Plan shall
consist of authorized but unissued shares or treasury shares held by the
Company. Any of such shares that may remain unsold and that are not subject to
outstanding options at the termination of the Plan shall cease to be subject to
the Plan. Should any option expire or be canceled prior to its exercise in full,
or a portion of an option is surrendered in payment for the exercise of an
option or satisfaction of any tax withholding obligations, the shares
theretofore subject to such options may again be subjected to an option under
the Plan. Any shares not subject to outstanding options at the expiration of the
Plan or at any time during the life of the Plan may be dedicated to other plans
that the Company may adopt and to the extent so dedicated, such shares shall not
be subject to this Plan.

5.       OPTION PRICE

         (a) Price. The purchase price for each share placed under option
pursuant to the Plan shall be determined by the Committee, but shall in no event
be less than 100% of the Fair Market Value (as defined below) of such share on
the date the option is granted.

         (b) Fair Market Value. "Fair Market Value" means the average of the
high and low sales prices of the shares of Common Stock on any national
securities exchange on which the shares are listed on the day on which such
value is to be determined or, if no shares were traded on such day, on the next
preceding day on which shares were traded, as reported by such exchange, by
National Quotation Bureau, Inc. or other national quotation service. If the
Common Stock is not listed on a national securities exchange, Fair Market Value
means the average of the reported high and low sales prices of the shares of
Common Stock in the over-the-counter market on the date on which such value is
to be determined as reported by a widely followed quotation service such as
Yahoo Finance, MSN Investor, Raging Bull or similar sites, or, if such prices
are not available, the last sales price on such day or, if no shares were traded
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on such day, on the next preceding day on which the shares were traded, as
reported by the National Association of Securities Dealers Automatic Quotation
System (NASDAQ) or other national quotation service. If at any time shares of
Common Stock are not traded on an exchange or in the over-the-counter market,
Fair Market Value shall be the value determined by the Committee, taking into
consideration those factors affecting or reflecting value that they deem
appropriate. For purposes of determining the purchase price of an incentive
stock option, Fair Market Value shall in any event be determined in accordance
with Section 422 of the Code.

6.       TERMS AND EXERCISE OF OPTIONS

         (a) General. The Committee, in granting options hereunder, shall have
discretion to determine the times when, and the terms upon which, options shall
be exercisable, including such provisions as deemed advisable to permit
qualification as "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code, as the same may from time to time be amended for
options intended to qualify as such, and incentive stock options outstanding
under the Plan may be amended, if necessary, to permit such qualification. The
Committee shall designate at the time of granting of any option whether such
option or any portion thereof shall be an "incentive stock option." Each option
shall be evidenced by an agreement between the Company and the optionee
containing provisions consistent with this Plan and such other provisions as the
Committee may determine as provided herein. Unless otherwise determined by the
Committee at the time of grant, all options shall become exercisable at the rate
of 25% of the total shares subject to the option on each of the first four (4)
anniversary dates of the date of grant. The Committee shall also be entitled to
accelerate the date any outstanding option becomes exercisable at any time.

         (b) Right to Exercise. If at the time of any exercise of an option
either (i) there are insufficient authorized shares or treasury shares of Common
Stock of the Company available for issuance upon the exercise of the option, or
(ii) the exercise price is less than the par value of the shares (if the only
shares available for exercise are authorized but unissued shares, as opposed to
treasury shares), the right of the optionee to exercise such option shall be
suspended and deferred until such time as either or both of such circumstances
shall have been cured prior to the time that any such option would otherwise
expire.

         (c) Term. In the event of the death of an optionee while in the employ
of the Company, any unvested portion of the option as of the date of death shall
be vested as of the date of death and the option shall be exercisable in full by
the heirs or other legal representatives of the optionee within twelve (12)
months following the date of death. In the event of termination of employment
for any reason other than death or termination for cause (and except as
otherwise provided in subsection (e) below) such option shall be exercisable by
the employee or his legal representative within three (3) months of the date of
termination as to all then vested portions. In addition, the Committee may in
its sole discretion, approve acceleration of the vesting of any unvested
portions of the option. If an optionee's employment with the Company is
terminated for cause, the option shall terminate as of the date of such
termination of employment and the optionee shall have no further rights to
exercise any portion of the option. "Termination for cause" means any discharge
for violation of the policies and procedures of the Company or for other job
performance or conduct that is detrimental to the best interests of the Company,
as determined by the Committee in its sole discretion. Notwithstanding any of
the foregoing, in no event may an option be exercised more than ten (10) years
after the date of its grant.
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         (d) Method of Exercise. Options may be exercised, whether in whole or
in part, by written notification to the Company accompanied by cash or a
certified check for the aggregate purchase price of the number of shares being
purchased, or upon exercise of an option, the optionee shall be entitled (unless
otherwise provided in the agreement evidencing the option), without the
requirement of further approval or other action by the Committee, to pay for the
shares (i) by tendering stock of the Company that has been owned by the optionee
for at least six (6) months with such stock to be valued at the Fair Market
Value (as determined under Section 5) on the date immediately preceding the date
of exercise or (ii) with a combination of cash and stock that has been owned by
the optionee for at least six (6) months as provided above.

         In addition, upon exercise of an option, the optionee may, with the
prior approval of the Committee, pay for the shares (a) by tendering stock of
the Company already owned by the optionee but that has not been held by the
optionee for at least six (6) months with such stock to be valued at the Fair
Market Value (as determined under Section 5) on the date immediately preceding
the date of exercise, (b) surrendering a portion of the option with such
surrendered option to be valued based on the difference between the Fair Market
Value (as determined under Section 5) of the shares surrendered on the date
immediately preceding the date of exercise and the aggregate option purchase
price of the shares surrendered ("Surrender Value"), or (c) with a combination
of cash, stock of the Company that has not been held by the optionee for at
least six (6) months or surrender of options.

         The Committee may also permit optionees, either on a selective or
aggregate basis, to simultaneously exercise options and sell the shares of
common stock thereby acquired, pursuant to a brokerage or similar arrangement,
approved in advanced by the Committee, and use the proceeds from such sale as
payment of the purchase price of the shares being acquired upon exercise of any
option.

         (e) Limitations Applicable To Incentive Options. To the extent the
aggregate Fair Market Value of stock (determined as of the date of grant) with
respect to which incentive stock options are exercisable for the first time by
any individual during any calendar year (under all Company plans) exceeds one
hundred thousand dollars ($100,000), such options shall be treated as options
that are not incentive stock options. Options intended to be incentive options
shall have such additional terms and provisions as required by the Internal
Revenue Code.

         The grant of any incentive stock options shall be subject to the Plan
being approved by the shareholders of the Company within twelve months after the
Plan is adopted by the Board. However, the failure of the shareholders of the
Company to approve the Plan shall only affect an option's status as an incentive
stock option and not the validity of any options granted under the Plan.

         (f) Continued Service as a Director. Any provisions of the Plan to the
contrary notwithstanding, for purposes of Section 6(b) above, in the event an
optionee who is also a director of the Company ceases to be employed by the
Company but continues to serve as a director of the Company, the Committee, in
<PAGE>
its sole discretion, may determine that all or a portion of such optionee's
options shall not expire three (3) months following the date of termination of
employment with the Company as is provided in Section 6(b) above, but instead
shall continue in full force and effect until the such optionee ceases to be a
director of the Company, but in no event beyond the stated expiration date of
the options as set forth in the applicable option agreement. Termination of any
such option in connection with the optionee's termination of service as a
director shall be in accordance with the provisions of Section 6(b) above;
provided, however, that (i) the terms "employ" and "employment" as used therein
shall be replaced with the terms "service" and "service on the Board of
Directors," respectively, and (ii) the phrase "termination for cause" shall mean
any removal from the Board of Directors for cause in accordance with applicable
law and the Certificate of Incorporation and By-Laws of the Company.

7.       NON-EMPLOYEE DIRECTOR OPTIONS

         Notwithstanding anything elsewhere in the Plan to the contrary, each
person who is a member of the Board of Directors of the Company but who is not
an employee of the Company (a "Non-employee Director") shall be eligible for
grants of stock options under the Plan solely in accordance with the provisions
of this Section 7. The following provisions of this Section 7 shall apply to the
granting of stock options to Non-employee Directors:

         (a) Exercise Price. The purchase price for each share placed under an
option for a Non-employee Director shall be equal to 100% of the Fair Market
Value of such share on the date the option is granted.

         (b) Vesting and Term. Unless otherwise determined by the Committee at
the time of grant, all options shall become exercisable at the rate of 25% of
the total shares subject to the option on each of the first four (4) anniversary
dates of the date of grant. The Committee shall also be entitled to accelerate
the date any outstanding option becomes exercisable at any time. The period
during which a Non-employee Director option may be exercised shall be ten (10)
years from the date of grant, subject to earlier termination in accordance with
the provisions of Section 6(b) hereof; provided, however that (i) the terms
"employ" and "employment" as used therein shall be replaced with the terms
"service" and "service on the Board of Directors," respectively, and (ii) the
phrase "termination for cause" shall mean any removal from the Board of
Directors for cause in accordance with applicable law and the Certificate of
Incorporation and By-Laws of the Company.

         (c) Method of Exercise. Options granted to Non-employee Directors may
be exercised in the manner provided in Section 6(d) hereof.

         (d) Other Provisions. All options granted to Non-employee Directors
shall be subject to the other provisions of general applicability to options
granted under the Plan, including without limitation, the provisions of Section
8 ("Assignability") , Section 9 ("Changes in Capitalization") and Section 10
("Change in Control") hereof.
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8.       ASSIGNABILITY

         During an optionee's lifetime, an option may be exercisable only by the
optionee and options granted under the Plan and the rights and privileges
conferred thereby shall not be subject to execution, attachment or similar
process and may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) other than by will or by the
applicable laws of descent and distribution. Notwithstanding the foregoing or
any other provisions of the Plan, to the extent permitted by applicable law, the
Committee may, in its sole discretion, permit recipients of options that do not
qualify as incentive stock options under Section 422 of the Internal Revenue
Code to transfer such non-incentive options by gift or other means pursuant to
which no consideration is given for such transfer. The Committee shall impose in
connection with any non-incentive options transferred pursuant to the foregoing
sentence such limitations and restrictions as it deems appropriate. Any other
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
option under the Plan or of any right or privilege conferred thereby, contrary
to the provisions of the Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred thereby, shall be null and void
ab initio.

9.       CHANGES IN CAPITALIZATION

         (a) No Effect on Company Rights. Subject to the other provisions of
this Plan, the existence of the Plan and the options granted hereunder shall not
affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Company's capital stock or the rights thereof, any issue of shares of Common
Stock or shares of any other class of capital stock or warrants or rights to
acquire such shares, the dissolution or liquidation of the Company or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding.

         (b) Changes in Capitalization; Reorganizations. In the event of any
change in capitalization affecting the common stock of the Company, such as a
stock dividend, stock split, recapitalization, merger, consolidation, split-up,
combination or exchange of shares or other form of reorganization, liquidation,
or any other change affecting the common stock (including a merger or
reorganization in which the Company is not the surviving entity or survives only
as a subsidiary of another entity) ("Change in Capitalization"), such
proportionate adjustments, shall be made with respect to the aggregate number
and type of securities for which options may be granted under the Plan, the
number and type of securities (including securities of a surviving or acquiring
entity or cash, property or other consideration) covered by each outstanding
option, and the exercise price of outstanding options, in each case to the end
that optionees shall be entitled upon exercise of options to receive the same
number and kind of stock, securities, cash, property or other consideration that
the optionee would have receive in connection with the Change in Capitalization
if such option had been exercised immediately preceding such Change in
Capitalization.

         (c) Other Distributions. The Committee may also make such adjustments
in the number of shares covered by, and the price or other value of any
outstanding options in the event of a spin-off or other distribution (other than
normal cash dividends) of Company assets to shareholders.
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10.      CHANGE IN CONTROL

         (a) Effect on Options. In the event of a Change in Control (as defined
below) of the Company, in addition to any adjustments required by Section 9(b):

                  (i) all options outstanding on the date of such Change in
         Control shall become immediately and fully exercisable, and

                  (ii) an optionee will be permitted to surrender for
         cancellation within sixty (60) days after such Change in Control, any
         option or portion of such option to the extent not yet exercised and
         the optionee will be entitled to receive a cash payment in an amount
         equal to the excess, if any, of (A) the Fair Market Value on the date
         preceding the date of surrender, of the shares subject to the option or
         portion thereof surrendered, over (B) the aggregate exercise price for
         the shares under the option or portion thereof surrendered.

         (b) Change in Control. A "Change in Control" of the Company shall mean
the occurrence after the effective date of the Plan of:

                  (i) An acquisition (other than directly from the Company) of
         any voting securities of the Company (the "Voting Securities") by any
         "Person" (as the term person is used for purposes of Section 13(d) or
         14(d) of the Exchange Act) immediately after which such Person has
         "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of fifty percent (50%) or more of the combined
         voting power of the Company's then outstanding Voting Securities;
         provided, however, this subsection (i) shall not apply to acquisitions
         of Voting Securities by Paul Kruger or his affiliates.

                  (ii) The individuals who, as of the date of adoption of the
         Plan by the Board, are members of the Board (the "Incumbent Board"),
         cease for any reason to constitute at least two-thirds of the members
         of the Board; provided, however, that if the election, or nomination
         for election by the Company's common stockholders, of any new director
         was approved by a vote of at least two-thirds of the Incumbent Board,
         such new director shall, for purposes of this Plan, be considered as a
         member of the Incumbent Board; provided further, however, that no
         individual shall be considered a member of the Incumbent Board if such
         individual initially assumed office as a result of either an actual or
         threatened 'election contest' (as described in Rule 14A-11 promulgated
         under the Exchange Act) or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board (a
         "Proxy Contest") including by reason of any agreement intended to avoid
         or settle any Election Contest or Proxy Contest; or

                  (iii)  The consummation of:

                         (A) A merger, consolidation or reorganization involving
                  the Company, unless
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                             (1) the stockholders of the Company, immediately
                         before such merger, consolidation or reorganization,
                         own, directly or indirectly immediately following such
                         merger, consolidation or reorganization, at least sixty
                         percent (60%) of the combined voting power of the
                         outstanding voting securities of the corporation
                         resulting from such merger or consolidation or
                         reorganization (the "Surviving Corporation") in
                         substantially the same proportion as their ownership of
                         the Voting Securities immediately before such merger,
                         consolidation or reorganization,

                             (2) the individuals who were members of the
                         Incumbent Board immediately prior to the execution of
                         the agreement providing for such merger, consolidation
                         or reorganization constitute at least two-thirds of the
                         members of the board of directors of the Surviving
                         Corporation, and

                             (3) no Person, other than the Company, any
                         Subsidiary, any employee benefit plan (or any trust
                         forming a part thereof) maintained by the Company, the
                         Surviving Corporation, or any Subsidiary or any Person
                         who, immediately prior to such merger, consolidation or
                         reorganization had Beneficial Ownership of fifty
                         percent (50%) or more of the then outstanding Voting
                         Securities, has Beneficial Ownership of fifty percent
                         (50%) or more of the combined voting power of the
                         Surviving Corporation's then outstanding voting
                         securities;

                  (B) A complete liquidation or dissolution of the Company; or

                  (C) An agreement for the sale or other disposition of all or
         substantially all of the assets of the Company to any Person (other
         than a transfer to a Subsidiary).

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company that, by
reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.

11.      EFFECTIVE AND EXPIRATION DATES OF PLAN

         This Plan became effective as of May 11, 2001, the date of its approval
by the Board of Directors of the Company. No options shall be granted pursuant
to this Plan after May 11, 2011.
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12.      AMENDMENTS OR TERMINATION

         The Committee may at any time amend, alter or discontinue the Plan in
such manner as it may deem advisable. Any such amendment or alteration may be
effected without the approval of the shareholders of the Company, except to the
extent such approval may be required by applicable laws or by the rules of any
securities exchange upon which the Company's outstanding shares are admitted to
listed trading.

         No amendment, alteration or discontinuation of the Plan shall adversely
affect any stock option grants made prior to the time of such amendment,
alteration or discontinuation, except with the consent of the holder of the
affected options.

13.      GOVERNMENTAL REGULATIONS

         Notwithstanding any provision hereof, or any option granted hereunder,
the obligation of the Company to sell and deliver shares under any such option
shall be subject to all applicable laws, rules and regulations and to such
approvals by any governmental agencies or national securities exchange as may be
required, and the optionee shall agree that he will not exercise any option
granted hereunder, and that the Company will not be obligated to issue any
shares under any such option, if the exercise thereof or if the issuance of such
shares shall constitute a violation by the optionee or the Company of any
applicable law or regulation. If the shares of Common Stock have not been
registered, the Company may require that as a condition to exercise any option,
the optionee execute an investment letter. The Company shall be entitled to
require as a condition to the issuance of any shares of Common Stock upon
exercise of an option that the optionee remit an amount sufficient, in the
Company's opinion, to satisfy all FICA, federal, state or other withholding tax
requirements related thereto. Unless otherwise provided in the Agreement
evidencing the option, an optionee shall be entitled, without the requirement of
further approval or other action by the Committee, to satisfy such obligation in
whole or in part (i) by tendering stock of the Company already owned by the
optionee with such stock to be valued at the Fair Market Value (as determined
under Section 5) on the date immediately preceding the date of exercise of the
options, (ii) by surrendering a portion of his or her option with such
surrendered option to be valued at the Surrender Value (as determined under
Section 6(c)), or (iii) by a combination of cash, stock of the Company and
surrender of options.

14.      GOVERNING LAW

         The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the state of incorporation of the
company and applicable federal law.

15.      SEVERABILITY

         If any provision of this Plan is determined to be invalid or
unenforceable for any reason, the remaining provisions of the Plan shall remain
in effect and be interpreted to reasonably effect the intent of the Plan.