EXHIBIT 99.2
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                                  CERTIFICATION

         Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of PalWeb
Corporation (the "Company"), hereby certifies that the Company's Quarterly
Report on Form 10-QSB for the Period Ended November 30, 2002 (the "Report"),
fully complies with the requirements of Section 13(a) or 15(d), as applicable,
of the Securities Exchange Act of 1934 and that the information contained in the
Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

Dated: January 14, 2003                  /s/William W. Rahhal
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                                         William W. Rahhal
                                         Chief Financial Officer





     The  foregoing certification is being furnished solely pursuant to 18
U.S.C.ss.1350.