<PAGE>

                                                                   Exhibit 10.91



                                [GRAPHIC OMITTED]



                                Statement of Work
                                       For

                                [OBJECT OMITTED]

                        Galaxy Mall and Store Conversion

                                   March 2000

<PAGE>


                                EXECUTIVE SUMMARY

Netgateway  is  planning  to  convert  the Galaxy  Mall (and its  stores) to the
Netgateway  architecture.  This  statement  of work lists both our  approach and
major  functions  that will be  delivered.  We have broken the work into several
phases that will be implemented in several  releases.  Additionally,  the Galaxy
team will be trained to use a new toolset (StoresOnLine) to add new customers to
the mall.

The cost for this work is  detailed  in the price and  timeline  section of this
document.


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<PAGE>



                                    APPROACH


PHASE 1 KEY COMPONENTS:
     -    Rebuild the current Galaxy Mall to the Netgateway ICC 2.0 platform

     -    Convert Galaxy stores SOL platform

     -    QA and analysis of all Galaxy stores

     -    Integration of merchants into new mall

     -    Enhance the overall look and feel of the mall

     -    Incorporate an Ad Bureau Service so Galaxy can sell advertising  space
          within it's mall

     -    Provide  Galaxy  with an  Administration  tool to manage  the  content
          within the mall

     -    Integration of the ICC 2.0's order  pipeline into the merchant  stores
          to provide transaction and sales reporting

     -    Migration plan from old platform to new platform

     -    Transfer of MatchSite.com to Netgateway hosting site

PHASE 2 KEY COMPONENTS:
     -    Conversion / development of custom stores using SOL/SO3 toolset

     -    Conversion / development of store Templates to SOL Store Templates

PHASE 3 KEY COMPONENTS:
     -    Ability to create / display Coupons in the stores and in the mall

     -    Ability to create / display Events in the mall

     -    Enhanced Mall Features (i.e. Auctions,  On Line Customer Support - via
          Chat) - actual features TBD


                                  Page 3 of 9

<PAGE>



                          CURRENT SITE (FUNCTIONALITY)


The following graphic and text describes the current  functionality that will be
converted over to the Netgateway platform.


                                [OBJECT OMITTED]


MALL HOME PAGE
Netgateway will deliver a well-designed  home page that incorporates a "look and
feel" that is closely  tied to  Galaxy's  marketing  objectives  and  provides a
consistent  image across all media while meeting the technical  requirements  of
online  delivery.  The  ultimate  measure of the success of the website  will be
measured in the number of visitors who take  advantage of its  availability.  To
accomplish  this goal, our experience has shown that the website must be:


                                  Page 4 of 9

<PAGE>

     -    Fast to download, especially for visitors with standard phone line and
          modem access

     -    Easy to navigate,  so that each audience can find relevant information
          quickly

     -    Aesthetically   pleasing  experience  that  is  in  keeping  with  the
          corporate image

     -    Updated so that repeat visitors will have a reason to come back

Sections of the home page can be updated on a scheduled  basis to highlight  new
products, brands, promotions, news, etc. Some of the key features include:


     -    Ad Banners - ability to have rotating ad banners, 1 or many


     -    List of  Categories  (Top  Level) and Sub  Categories  - hyper link to
          category page

     -    Feature  Sites - List of  featured  sites  that are listed on the home
          page of the mall - URL links to actual sites

     -    Quick Search - key word search (see Search / Advanced Search)

     -    New & Hot Shops - a list of new items / listings  that are  associated
          to  the  mall.  New  listings  will  be  designated   using  the  date
          implemented.  Duration for a listing to be  classified  as new will be
          configurable through the administration

     -    Classifieds  - list of  classified  ads  posted  on the  Galaxy  mall.
          Manageable through the web administration application. Classifieds can
          be  reviewed,  purchased,  edited  (There is also a free ad section)

     -    Merchant  Services  -  Mall  Offices,  Span  Policy,  Mall  Navigator,
          Customer Feedback and Help

SEARCH / ADVANCED SEARCH

     -    Ability to complete a key word search from any page - quick search

     -    Search results will display rating as to appropriateness of search

     -    Ability to execute an advanced search

          -    Allow user to refine search criteria

          -    Search only titles / text

          -    Control  the  display  of the  results  - number of  listings  to
               display

          -    Control  the display of the  results - amount of  information  to
               display (title only, etc.)

     -    Ability to search listings / merchants that are directly associated to
          Galaxy stores and listings outside of Galaxy

                                  Page 5 of 9

<PAGE>


     -    Ability to search articles, stores, and other types of web sites

CATEGORIES & LISTINGS

     -    Conversion  of  categories  to ICC 2.0  Database  structure  - product
          catalog tables

     -    Ability to support hierarchies of categories


     -    Listings can be associated to multiple categories (at any level in the
          tree structure)

CONVERSION OF MERCHANT/STORE FRONTS

     -    Integration of existing 3200 stores/merchants to ICC 2.0 listings

     -    Integration of ICC 2.0 order pipeline

     -    Integration with Signio/Payment Net for order processing

CONVERSION OF DATA FOR SEARCH ENGINE

     -    Conversion  of all data in the Galaxy  tables  that can be searched to
          ICC 2.0 tables

GALAXY MALL ADMINISTRATION

     -    Ability to manage mall  categories  and sub categories - add, edit and
          delete categories

     -    Ability  to manage ad  banners - define  banners  that  should  always
          appear on site

     -    Ability  to  manage  featured  listings  appear on the home page - New
          Shops, Hot Shops and Featured Sites

     -    Ability to manage store / listing categorization

     -    Site  Statistical  and  Management  Reporting  -  ability  to pull off
          statistical  information  about the use of the site and track merchant
          orders

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<PAGE>




                              PRICING AND SCHEDULE



Considerations:  All copy and artwork to be provided by Galaxy. Original artwork
or copy will be priced at market cost.

Basedon the proposed site map and functionality listed within this proposal,  we
estimate the following:

     -    Phase 1:

          -    Rebuilding  GalaxyMall.com  on ICC 2.0 & Integration  of Merchant
               Stores: $450,000

          -    Conversion  of  Galaxy  Stores  into SOL  platform:  $200 / store
               (approx 3200 stores)

          -    Ecommerce-enable new Galaxy Stores: $100 / store

          -    MatchSite migration and enhancement: $50,000

     -    Phase 2:

          -    Conversion / re-development of custom stores using SOL3 toolset -
               average of  $500/store  (exact  number of stores and prices to be
               determined)

          -    Conversion of Galaxy Store Templates to  StoresOnLine  Templates:
               Price  and  number  to  be   determined   based   upon   business
               requirements.

     -    Phase 3:

          -    Enhanced Mall Features - Price to be determined

ADDITIONAL CHARGES:

<TABLE>
<CAPTION>

<S>                                                                            <C>
===========================================================================================================
- License fee for use of SOL Toolset                                                $100.00/new store
                                                                                    setup
-----------------------------------------------------------------------------------------------------------
- Monthly Hosting Fee for Galaxy Mall                                               $1,500/month
-----------------------------------------------------------------------------------------------------------
- Monthly Hosting Fee for Galaxy Stores                                             $5.25/store/month
-----------------------------------------------------------------------------------------------------------
- Monthly Hosting Fee for MatchSite.com                                             $400/month
-----------------------------------------------------------------------------------------------------------
- Ad Banner Source Content (Engage)                                                 $1,000/month
-----------------------------------------------------------------------------------------------------------
- Content Updates / Application Enhancements                                        $100/hour
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 7 of 9
<PAGE>

Direct  expenses such as airfare,  hotel,  etc will be billed at cost.  Receipts
will be provided upon request.

Payment Terms for Phases I, II and III:

     -    30% Due at time of Project Initiation
     -    20% Due at Completion / Approval of Functional Specification
     -    50% Due at Completion of Project

Additional  charges shall be invoiced by Netgateway on a monthly basis and shall
be payable by Galaxy net 30 from the date of such invoices.

TENTATIVE SCHEDULE AND DEVELOPMENT TIMELINE

Phases  I and II will be  done  simultaneously  and  will  take 4 to 6 weeks  to
complete.  The  majority  of this work will be  accomplished  in the first 2 - 3
weeks, with additional (calendar) time taken for client communication,  final QA
and training.

The Phase III work will be scheduled upon the successful  completion of Phases I
and II.


                                  Page 8 of 9

<PAGE>



                                 SIGNATURE PAGE


We look  forward  to  assisting  GALAXY  on this  important  assignment.  If the
structure and terms of this  Statement of Work are  acceptable,  please sign and
return it to us to serve as confirmation of our engagement.  Should you have any
questions or desire  additional  information,  please do not hesitate to contact
Don Corliss at 562-308-0010.

Netgateway by:

/s/ Don M. Corliss                                      March 1, 2000
---------------------------------                      ---------------
Don Corliss                                                Date
President & Chief Operating Officer


Accepted for Galaxy by:

/s/ David T. Wise                                       March 1, 2000
---------------------------------                      ---------------
David T. Wise                                            Date
Chief Operating Officer
Galaxy Mall


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