NEITHER THIS WARRANT NOR THE SECURITIES TO BE RECEIVED UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
ANY STATE  SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED,  WHETHER OR NOT FOR CONSIDERATION, IN THE
ABSENCE  OF (1) AN  EFFECTIVE  REGISTRATION  STATEMENT  AND  QUALIFICATION  WITH
RESPECT TO SUCH  SECURITIES  UNDER THE  SECURITIES  ACT AND UNDER ANY APPLICABLE
STATE  SECURITIES  LAWS  OR  (2)  AN  EXEMPTION  FROM  SUCH   QUALIFICATION  AND
REGISTRATION.

                          COMMON STOCK PURCHASE WARRANT
No. ___                                                       ____________, 1999

         NETGATEWAY,  INC., a Nevada  corporation  (the  "Company"),  having its
executive  offices at 300 Oceangate,  Suite 500, Long Beach,  California  90802,
does hereby  certify and agree that,  for good and valuable  consideration  (the
existence,  sufficiency  and  receipt  of which are hereby  acknowledged  by the
Company
________________________________________________________________________________
his heirs,  successors  and assigns  ("Holder"),  hereby is entitled to purchase
from the  Company,  during  the term set forth in  Section  1  hereof,  up to an
aggregate  amount of * * shares (the  "Exercise  Quantity") of duly  authorized,
validly issued, fully paid and non-assessable  shares of Common Stock, par value
US$.001 per share, of the Company (the "Common  Stock"),  all upon the terms and
provisions  and subject to adjustment  of such Exercise  Quantity as provided in
this Common Stock Purchase Warrant (the "Warrant"). The exercise price per share
of Common  Stock for which this  Warrant  is  exercisable  shall be _______  AND
___/ONE  HUNDREDTHS  DOLLARS ($____),  as adjusted from time to time pursuant to
the terms of this Warrant (the "Exercise Price").

                  The term of this Warrant commences as of the date hereof,  and
                  shall expire at 5:00 P.M.,  Pacific time, on ______,  2001. In
                  the event that this Warrant  would expire on a day that is not
                  a  Business  Day (as  defined  below),  then  the term of this
                  Warrant  automatically shall be extended to 5:00 P.M., Pacific
                  time, on the next succeeding Business Day.

     This  Warrant may be  exercised  by the Holder of this  Warrant at any time
     during the term hereof, in whole or in part, from time to time (but not for
     fractional  shares,   unless  this  Warrant  is  exercised  in  whole),  by
     presentation  and surrender of this Warrant to the Company,  duly completed
     and executed for exercise,  together  with payment in the aggregate  amount
     equal to the Exercise  Price  multiplied  by the number of shares of Common
     Stock being purchased.  Payment of the Exercise Price shall be by certified
     check payable to the order of the Company.  Upon the  Company's  receipt of
     this Warrant,  duly  completed  and signed for exercise,  and the requisite
     payment,  the Company shall issue and deliver (or cause to be delivered) to
     the exercising Holder stock  certificates  aggregating the number of shares
     of Common  Stock  purchased.  In the event of a  partial  exercise  of this
     Warrant, the Company shall issue and deliver to the Holder a new Warrant at
     the same time such stock  certificates  are  delivered,  which new  Warrant
     shall  entitle the Holder to purchase the balance of the Exercise  Quantity
     not purchased in that partial exercise and shall otherwise be upon the same
     terms and provisions as this Warrant.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly  authorized  representative  and its  corporate  seal, if any, to be
impressed hereupon and attested to by its Secretary or Assistant Secretary.

                                         NETGATEWAY, INC.,
                                         a Nevada corporation
Attest:


By:  _______________________________     By:  ________________________
     Hanh M. Ngo                              Donald M. Corliss, Jr.
     Secretary                                President

<PAGE>

         1.  Exercise.  Upon the due  exercise  by the  Holder of this  Warrant,
whether in whole or in part,  the  Holder  (or any other  person to whom a stock
certificate  is to be so issued) shall be deemed for all purposes to have become
the Holder of record of the shares of Common  Stock for which this  Warrant  has
been so exercised (the "Warrant Securities"), effective immediately prior to the
close of business on the date this Warrant,  the  completed and signed  Exercise
Form and the requisite payment were duly delivered to the Company,  irrespective
of the date of actual  delivery  of  certificates  representing  such  shares of
Common Stock so issued. In the event the Holder of this Warrant desires that any
or all of the  stock  certificates  to be  issued  upon the  exercise  hereof be
registered in a name or names other than that of the Holder of this Warrant, the
Holder must (i) so request in writing at the time of exercise if the transfer is
not a  registered  transfer,  (ii)  provide to the Company an opinion of counsel
reasonably  satisfactory to the Company to the effect that the proposed transfer
may be effected without  registration under the Securities Act, and (iii) pay to
the Company funds sufficient to pay all stock transfer taxes (if any) payable in
connection with the transfer and delivery of such stock certificates.

         2.  Surrender  of Warrant;  Expenses.  Whether in  connection  with the
exercise,  exchange,  registration  of transfer or  replacement of this Warrant,
surrender of this Warrant shall be made to the Company  during  normal  business
hours on a Business Day (unless the Company otherwise  permits) at the executive
offices  of the  Company  specified  above,  or to  such  other  office  or duly
authorized  representative of the Company as from time to time may be designated
by the Company by written notice given to the Holder of this Warrant. The Holder
shall pay all costs and  expenses  incurred  in  connection  with the  exercise,
registering,  exchange,  transfer or replacement of this Warrant  (excluding the
costs of preparation, execution and delivery of warrants and stock certificates)
and shall pay all taxes and other  charges  imposed by law payable in connection
with the  exercise,  registration,  exchange,  transfer or  replacement  of this
Warrant.

         3. Warrant  Register;  Transfer;  Loss.  The Company at all times shall
maintain at its chief  executive  offices an open register for all Warrants,  in
which the  Company  shall  record the name and  address of each person to whom a
Warrant has been issued or transferred,  the number of shares of Common Stock or
other securities  purchasable  thereunder and the corresponding purchase prices.
Neither  this  Warrant  nor  the  Warrant   Securities,   when  issued,  may  be
transferred: (a) if such transfer would constitute a violation of any federal or
state  securities  laws or a breach  of the  conditions  to any  exemption  from
registration  thereunder  and (b)  unless  and  until one of the  following  has
occurred:  (i)  registration of this Warrant or the Warrant  Securities,  as the
case may be, under the Securities Act, and such registration or qualification as
may be necessary under the securities laws of any state,  have become effective,
or (ii) the Holder has delivered evidence reasonably satisfactory to the Company
that such  registration or  qualification  is not required.  This Warrant may be
transferred only in accordance with the provisions  hereof, in whole or in part,
by the Holder or any duly authorized  representative  of such Holder. A transfer
may be registered  with the Company by  submission  to it of this Warrant,  duly
completed  and signed  for  assignment,  and an  opinion  of counsel  reasonably
satisfactory  to the Company.  Within five (5) Business Days after the Company's
receipt of this Warrant so completed and executed and opinion,  the Company will
issue and deliver to the  transferee a new Warrant  representing  the portion of
the  Exercise  Quantity  transferred  at the same  Exercise  Price per share and
otherwise  having  the same  terms and  provisions  as this  Warrant,  which the
Company will register in the new Holder' s name.  Upon receipt by the Company of
evidence reasonably  satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant, and (a) in the case of loss, theft or
destruction, upon receipt by the Company of indemnity reasonably satisfactory to
it or (b) in the case of mutilation,  upon surrender and  cancellation  thereof,
the  Company,  at its expense,  will  execute,  register  and  deliver,  in lieu
thereof,  a new certificate or instrument for (or covering the purchase of) this
Warrant.  The  Company  will from  time to time  take all such  action as may be
necessary  to assure that the par value per share of the  unissued  Common Stock
acquirable  upon exercise of this Warrant is at all times equal or less than the
Exercise Price then in effect.

         4. Adjustment of Exercise Price in the Event of Dividends, Stock Splits
and Reverse  Stock  Splits.  In case the Company  shall at any time issue Common
Stock or Common Stock equivalents by way of a dividend or other  distribution on
any stock of the Company or effect a stock  split or reverse  stock split of the
outstanding  shares of Common Stock,  the Exercise Price then in effect shall be
proportionately decreased in the case of such issuance (on the day following the
date fixed for  determining  shareholders  entitled to receive such  dividend or
other distribution) or decreased in the case of such stock split or increased in
the case of such  reverse  stock  split (on the date that  such  stock  split or
reverse stock split shall become  effective),  by multiplying the Exercise Price
in effect immediately prior to the stock dividend,  stock split or reverse stock
split by a fraction,  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately  prior to such stock  dividend,  stock  split or
reverse  stock split,  and the  denominator  of which is the number of shares of
Common Stock outstanding  immediately after such stock dividend,  stock split or
reverse stock split.

                                       2
<PAGE>

         5.  Reorganization;  Asset  Sales;  Etc.  In case  of (i)  any  capital
reorganization or any reclassification of the capital stock of the Company, (ii)
any  consolidation or merger of the Company with or into another  corporation or
entity,  (iii) the  disposition  or transfer of the assets of the Company  other
than in the ordinary course of the Company's business,  or (iv) the dissolution,
liquidation  or winding up of the  Company,  the  Holder of this  Warrant  shall
thereafter be entitled to purchase  upon exercise  hereof the kind and amount of
shares of stock and other securities and property receivable in such transaction
by a holder of the number of shares of Common  Stock of the  Company  into which
this Agreement entitled the holder to purchase immediately prior to such capital
reorganization,  reclassification of capital stock, non-surviving combination or
disposition.

         6. Certain Definitions. "Fair Value" as of a particular date shall mean
the last sale price of the Common  Stock as  reported  on a national  securities
exchange or on the Nasdaq  SmallCap or National Market System or, if a last sale
reporting  quotation is not available  for the Common Stock,  the average of the
bid and asked prices of the Common Stock as reported by The Nasdaq Stock Market,
Inc. or on Nasdaq's OTC Bulletin Board Service, or if not so reported, as listed
in the National  Quotation Bureau,  Inc.'s "Pink Sheets." If such quotations are
unavailable,  or with respect to other appropriate security,  property,  assets,
business  or  entity,  "Fair  Value"  shall  mean the fair value of such item as
determined by the Board of Directors of the Company.

         7. Governing Law. WITH RESPECT TO CORPORATE MATTERS, THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE
OF NEVADA AND, WITH RESPECT TO ALL OTHER MATTERS, THIS WARRANT SHALL BE GOVERNED
BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  INTERNAL  LAWS  OF THE  STATE  OF
CALIFORNIA, IN EACH CASE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         Exercise;  Transfer.  The  undersigned  Holder of this  Warrant  hereby
irrevocably    elects   to   exercise    this   Warrant   to   the   extent   of
[____________________________]  shares  of  Common  Stock,  $.001  par value per
share,  of the Company.  The  undersigned  herewith  encloses a certified  check
payable to the order of the Company in the amount of  $_____________  in payment
of the Exercise Price.

         FOR VALUE RECEIVED,  the undersigned  Holder hereby sells,  assigns and
transfers unto the transferee  whose name and address are set forth below all of
the rights of the  undersigned  under this Warrant (to the extent of the portion
of  the   within   Warrant   being   transferred   hereby,   which   portion  is
______________).

                  Name of Transferee:  ___________________________________
                  State of Organization (if applicable):  ________________
                  Federal TIN or SSN:  ___________________________________
                  Address:  ______________________________________________

         The  undersigned  does  hereby   irrevocably   constitute  and  appoint
________________________  attorney to  register  the  foregoing  transfer on the
books  of  the  Company  maintained  for  that  purpose,   with  full  power  of
substitution in the premises.  As required,  enclosed herewith is the opinion of
legal counsel for the undersigned.

         If this  exercise  or  transfer is not an exercise or transfer in full,
then the  undersigned  Holder  hereby  requests that a new Warrant of like tenor
(exercisable for the balance of the Exercise  Quantity of shares of Common Stock
underlying  this Warrant) be issued and delivered to the  undersigned  Holder at
the address on the warrant register of the Company.

Dated: ____________________

                                    ------------------------------------
                                   (Name of Registered Holder - Please Print)


                                   By:  ________________________________
                                       (Signature of Registered Holder or of
                                        Duly Authorized Signatory)


                                       3
<PAGE>