EXHIBIT 10.1
                                                                    ------------

                               AMENDMENT NO. 1 TO
                        SECURITIES PURCHASE AGREEMENT AND
                        SHAREHOLDERS AND VOTING AGREEMENT


           This Amendment No. 1 to Securities Purchase Agreement and
Shareholders and Voting Agreement ("Amendment") is made and entered into
effective as of January 21, 2002, by and between PalWeb Corporation, a Delaware
corporation, (the "Company") and the persons named as Purchasers on the
signature page, collectively ("Purchaser"), (collectively, the "Parties" and
each a "Party") with reference to the following circumstances:

                     A. On January 4, 2002, the Company and the Purchaser
           executed a Securities Purchase Agreement ("Securities Purchase
           Agreement") relating to the sale of up to 700,000 shares of
           Convertible Preferred Stock and Warrants to purchase up to an
           additional 210,000,000 shares of Common Stock.

                     B. At the time of execution of the Securities Purchase
           Agreement it was anticipated that the number of securities to be
           issued by the Company was a total of up 750,000 shares of Convertible
           Preferred Stock (rather than 700,000) and Warrants to purchase up to
           225,000,000 shares of Common Stock (rather than 210,000,000) and it
           is desirable to amend the Securities Purchase Agreement and related
           documents to provide for the additional securities.

                     C. It is also desired to amend the Shareholders and Voting
            Agreement executed on January 4, 2002 to eliminate Hidalgo Trading
            Company, L.C. and Onward, LLC as parties because it was not intended
            that they be parties.

           In consideration of the premises and the mutual agreements contained
herein, the Parties agree as follows:

                     1. DEFINED TERMS. Capitalized terms used herein have the
           same meaning as in the Securities Purchase Agreement.

                     2. SALE OF ADDITIONAL SECURITIES. In accordance with and
           subject to the terms and conditions set forth in the Securities
           Purchase Agreement, the Company shall sell to Westgate Investments,
           L.P. ("Westgate") and Westgate shall purchase from the Company
           additional securities consisting of 52,268 shares of Convertible
           Preferred Stock and Warrants to purchase 15,680,400 shares of Common
           Stock. Closing of the purchase shall occur simultaneously with the
           execution of this Agreement at which time Westgate shall deliver to
           the Company the purchase price of $522,680 and the Company shall
           deliver certificates for the shares and Warrants. The Company shall
           take such action as shall be necessary to amend the Certificate of
           Designation of the Convertible Preferred Stock to increase the number
           of shares from 700,000 to 750,000 and to increase the authorized
           number of Warrants.
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                     3. AMENDMENT TO SHAREHOLDERS AND VOTING AGREEMENT. In
           connection with the closing of the Securities Purchase Agreement, the
           Purchasers executed the Shareholders and Voting Agreement attached as
           Exhibit "C" to the Securities Purchase Agreement. The Purchasers
           executing the Shareholders and Voting Agreement included Hidalgo
           Trading Company, L.C. and Onward, LLC. Westgate has advised the
           Company that such entities should not have been parties to the
           Shareholders and Voting Agreement. Accordingly, the Parties hereby
           agree that the Shareholders and Voting Agreement is amended to delete
           Hidalgo Trading Company, L.C. and Onward, LLC as parties to such
           Agreement, so that such agreement will be solely between the Company
           and Westgate.

                     4. NO OTHER AMENDMENTS. Except as amended hereby, the terms
            and conditions of the Securities Purchase Agreement, the
            Shareholders and Voting Agreement and the other agreements between
            the Company and the Purchasers shall remain in full force and
            effect.

           The Parties have caused this Amendment to be duly executed as of the
date first above written.

                        THE COMPANY:

                        PALWEB CORPORATION

                        By:  /s/ Paul A. Kruger
                            ---------------------------------------------------
                            Paul A. Kruger
                            Chief Executive Officer


                        THE PURCHASER:

                        WESTGATE INVESTMENTS, L.P.

                        By:  /s/ William W. Pritchard
                            ---------------------------------------------------
                            General Partner:  Westgate Capital Company, L.L.C.
                            By: William W. Pritchard, Manager

                        HIDALGO TRADING COMPANY, LC

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

                        ONWARD, LLC

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