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                                                                   Exhibit 10.90



                                   NETGATEWAY

                     ELECTRONIC COMMERCE SERVICES AGREEMENT

     THIS ELECTRONIC  COMMERCE  SERVICES  AGREEMENT  (this  "AGREEMENT") is made
effective as of the Acceptance Date set forth in the initial eCommerce  Services
Order  Form  (March  1,  2000)  accepted  by  Netgateway,  a Nevada  corporation
("NETGATEWAY"), and the subscriber identified below ("SUBSCRIBER").

PARTIES:

SUBSCRIBER NAME:   GALAXY ENTERPRISES, INC.
ADDRESS:           754 EAST TECHNOLOGY AVENUE
                   OREM, UT 84097
TELEPHONE:         (801) 227-0004
FACSIMILE:         (801) 228-9762

NETGATEWAY
300 Oceangate, Suite 500
Long Beach, CA 90802
Phone:  (562) 308-0010
Fax:    (562) 308-0021

1.   ELECTRONIC COMMERCE SERVICES.

     1.1  eCOMMERCE  SERVICES.  Subject  to the  terms  and  conditions  of this
Agreement,  during the term of this  Agreement,  Netgateway  will,  through  the
Netgateway Internet Commerce Center-TM- ("NETGATEWAY ICC") provide to Subscriber
the services  described in the eCommerce  Services Order Form(s) (the "eCOMMERCE
SERVICES  ORDER  Form(s)")  accepted by Netgateway,  or  substantially  similar
services if such  substantially  similar services would provide  Subscriber with
substantially  similar  benefits as determined in good faith by Subscriber  (the
"eCOMMERCE  SERVICES").   All  such  eCommerce  Services  Order  Forms  will  be
incorporated  herein by this  reference as of the  Acceptance  Date set forth in
each such form.  Netgateway and Subscriber have mutually agreed or will mutually
agree upon the detailed  final  specifications  (the  "SPECIFICATIONS")  for the
eCommerce Services and the development  timeline  therefor,  all of which are or
will be set forth on the attached initial eCommerce  Services Order Form, marked
Exhibit "A", and by this reference made a part hereof.

     1.2  AVAILABILITY.  ECommerce  Services will be available to Subscriber for
inquiry and order entry functions twenty-four (24) hours a day, seven (7) days a
week.  Netgateway  reserves the right upon  reasonable  notice to  Subscriber to
limit or curtail  holiday  or weekend  availability  when  necessary  for system
upgrades, adjustments, maintenance, or other operational considerations.

     1.3  ENHANCEMENTS.  General  enhancements  to existing  eCommerce  Services
provided  hereunder,  as well as new features that Netgateway  incorporates into
its  standard  commerce  processing  system,  regardless  of  whether  they  are
initiated  by  Netgateway  or developed  at the request of  Subscriber  or other
subscribers,  shall be made  available to Subscriber at no additional  cost. Any
new features or services that may be developed by Netgateway  during the term of
this Agreement that  Netgateway  intends to offer to subscribers on a limited or
optional  basis  may,  at  Netgateway'   option,  and  subject  to  Subscribers'
acceptance,  be made available to Subscriber at Netgateway's then-current prices
for such new features or services.  Enhancements to existing  eCommerce Services
requested  by  Subscriber   that  benefit  only  subscriber  at  the  time  such
enhancements  are put into service shall be billed to Subscriber at Netgateway's
standard rates for programming.  All enhancements to the eCommerce Services, and
any new  features  or  services  introduced  by  Netgateway,  shall  remain  the
exclusive proprietary property of Netgateway.

     1.4  TRAINING.  At no cost to  Subscriber,  Netgateway  shall  provide such
onsite training and other assistance, as Netgateway and Subscriber mutually deem
necessary to assure that  Subscriber's  personnel are able to make effective use
of the eCommerce  Services.  On-site training shall take place at such times and
places as are mutually agreeable to the parties hereto.

     1.5  SUBSCRIBER DATA.

     (a)  SUBSCRIBER DATA.  Subscriber will timely supply Netgateway,  in a form
acceptable to Netgateway,  with all data necessary for Netgateway to perform the
ongoing  services to be provided  hereunder.  It is the sole  responsibility  of
Subscriber to insure the completeness and accuracy of such data.

     (b)  CONFIDENTIALITY. Netgateway acknowledges that all records, data, files
and other input material  relating to Subscriber are confidential and shall take
reasonable steps to protect the confidentiality of such records, data, files and
other materials. Netgateway will provide reasonable security safeguards to limit
access to  Subscriber's  files and records to  Subscriber  and other  authorized
parties.

     (c)  PROTECTION OF SUBSCRIBER FILES.  Netgateway will take reasonable steps
to protect  against the loss or alteration of  Subscriber's  files,  records and
data retained by Netgateway,  but Subscriber  recognizes  that events beyond the
control  of  Netgateway  may cause  such  loss or  alteration.  Netgateway  will
maintain  backup file(s)  containing all the data,  files and records related to
Subscriber,  which data,  files and records shall be backed up on a daily basis.
Subscriber's  file(s),  records and data  shall,  at no cost to  Subscriber,  be
released to  Subscriber  on an  occurrence  that  renders  Netgateway  unable to
perform hereunder, or upon the termination of this Agreement as provided herein.

     (d)  OWNERSHIP OF DATA.  Netgateway  acknowledges  that all records,  data,
files and other input material  relating to Subscriber and its customers are the
exclusive property of the Subscriber.

2.   FEES AND BILLING.

     2.1  FEES.  Subscriber will pay all fees and amounts in accordance with the
eCommerce Services Order Forms.

     2.2  BILLING COMMENCEMENT.  Billing for eCommerce Services indicated in the
eCommerce  Services  Order Forms  (including  the eCommerce  Rate,  Fee Per Hit,
Banner   Advertising  and  Click  Through  Revenue),   other  than  the  Initial
Development  Fee,  shall  commence on the  "OPERATIONAL  DATE"  indicated in the
eCommerce  Services  Order Forms.  The Initial  Development  Fee will be due and
payable in accordance  with the terms of the eCommerce  Services  Order Form. In
the event that Subscriber  orders other eCommerce  Services in addition to those
listed in the initial eCommerce  Services Order Form,  billing for such services
shall commence on the date Netgateway  first provides such additional  eCommerce
Services to Subscriber or as otherwise agreed to by Subscriber and Netgateway in
the applicable eCommerce Services Order Form.

     2.3  BILLING AND PAYMENT TERMS. Netgateway shall invoice Subscriber monthly
in advance of the provision of Internet Commerce  Services,  and payment of such
fees will be due within thirty (30) days of the date of each Netgateway invoice.
All payments will be made in U.S. dollars.  Late payments  hereunder will accrue
interest  at a rate of one and  one-half  percent  (1 1/2%)  per  month,  or the
highest rate allowed by applicable law, whichever is lower.

     2.4  TAXES, UTILITIES AND EXCLUSIONS. All charges shall be exclusive of any
federal,  state or local sales,  use,  excise,  AD VALOREM or personal  property
taxes  levied,  or any fines,  forfeitures  or penalties  assessed in connection
therewith, as a result of this Agreement or the installation or use of eCommerce
Services  hereunder.  Any such  taxes  which may be  applicable  will be paid by
Subscriber or by Netgateway for Subscriber's  account,  in which case Subscriber
shall  reimburse  Netgateway  for  amounts  so paid.  Netgateway  shall  provide
burstible at 1 megabit per second capacity bandwith for Subscriber's  website at
no additional charge.  Should Subscriber need additional  bandwidth,  Netgateway
will provide or make  arrangements  to provide  such  additional  bandwidth  and
invoice  Subscriber for such excess  bandwidth and/or use beyond a 1 megabit per
second  burstible  line.  Netgateway  will provide traffic reports to Subscriber
with respect to burstible capacity.  Netgateway is not responsible for providing
connectivity to Subscriber's offices.

3.   SUBSCRIBER'S OBLIGATIONS.

     3.1  COMPLIANCE WITH LAW AND RULES AND REGULATIONS.  Subscriber agrees that
Subscriber will comply at all times with all applicable laws and regulations and
Netgateway's  general  rules  and  regulations  relating  to  its  provision  of
eCommerce  Services,  currently  included  herein as  Section  10,  which may be
updated and provided by Netgateway  to Subscriber  from time to time ("RULES AND
REGULATIONS");  provided,  however,  that  Subscriber will not be bound to those
updated or  amended  Rules and  Regulations  unless  Subscriber  agrees to be so
bound.  Subscriber  acknowledges that Netgateway exercises no control whatsoever
over the content  contained in or passing through the  Subscriber's  web site or
mall ("eCOMMERCE CENTERS"), and that it is the sole responsibility of Subscriber
to ensure that the  information  it  transmits  and receives  complies  with all
applicable laws and regulations.

     3.2  ACCESS AND  SECURITY.  Subscriber  will be fully  responsible  for any
charges,  costs, expenses (other than those included in the eCommerce Services),
and third  party  claims  that may  result  from its use of, or access  to,  the
Netgateway Internet Commerce Center-TM- or the eCommerce Centers, including, but
not  limited  to,  any  unauthorized  use  or any  access  devices  provided  by
Netgateway   hereunder;   provided,   however,  that  Subscriber  shall  not  be
responsible for any of the above charges,  costs,  expenses or claims  resulting
from a third party  accessing the  Netgateway  Internet  Commerce  Center or the
eCommerce  Centers in breach of security  mechanisms  over which  Netgateway has
sole and complete control.

     3.3  NO  COMPETITIVE  SERVICES.  Subscriber,  to the best of its knowledge,
will not at any time  permit  any  eCommerce  Services  to be  utilized  for the
provision of any services  that compete with any  Netgateway  services,  without
Netgateway's prior written consent.

     3.4  INSURANCE.

     (a)  MINIMUM  LEVELS.  Not later than six (6) months  after the  Acceptance
Date set forth on the eCommerce  Services  Order Form,  Subscriber  shall put in
place and shall keep in full force and effect during the remaining  term of this
Agreement:  (i) comprehensive  general liability insurance in an amount not less
than $1 million for the first twelve months of this Agreement and $3 million for
the  remaining  term of this

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Agreement  per  occurrence  for bodily  injury  and  property  damage;  and (ii)
workers'  compensation  insurance  in an amount not less than that  required  by
applicable law.

     (b)  CERTIFICATES OF INSURANCE.  Prior to the Operational Date,  Subscriber
will  furnish  Netgateway  with  certificates  of insurance  which  evidence the
minimum  levels of insurance  set forth  above,  and will notify  Netgateway  in
writing in the event that any such insurance policies are cancelled.

     (c)  NAMING  NETGATEWAY AS AN ADDITIONAL  INSURED.  Subscriber  agrees that
prior to the Operational Date,  Subscriber will cause its insurance  provider(s)
to name Netgateway as an additional  insured and notify Netgateway in writing of
the effective date thereof.

4.   CONFIDENTIAL INFORMATION.

     4.1  CONFIDENTIAL  INFORMATION.  Each party  acknowledges that it will have
access to certain  confidential  information  of the other party  concerning the
other party's business, plans, customers, technology and products, including the
terms  and   conditions   of  this   Agreement   ("CONFIDENTIAL   INFORMATION").
Confidential  Information  will  include,  but not be limited to,  each  party's
proprietary  software and customer  information.  Each party agrees that it will
not use in any way,  for its own  account  or the  account  of any third  party,
except as expressly permitted by this Agreement, nor disclose to any third party
(except as required by law or to that party's  attorneys,  accountants and other
advisors  as  reasonably  necessary),  any of  the  other  party's  Confidential
Information and will take reasonable  precautions to protect the confidentiality
of such information.

     4.2  EXCEPTIONS.  Information will not be deemed  Confidential  Information
hereunder  if such  information:  (i) is known to the  receiving  party prior to
receipt from the  disclosing  party  directly or indirectly  from a source other
than one having an obligation of  confidentiality  to the disclosing party; (ii)
becomes  known  (independently  of disclosure  by the  disclosing  party) to the
receiving  party  directly or indirectly  from a source other than one having an
obligation of  confidentiality  to the disclosing party;  (iii) becomes publicly
known or otherwise ceases to be secret or confidential,  except through a breach
of this Agreement by the receiving party; or (iv) is independently  developed by
the receiving party.

5.   REPRESENTATIONS AND WARRANTIES.

     5.1  WARRANTIES BY SUBSCRIBER.

     (a)  SUBSCRIBER'S BUSINESS. Subscriber represents and warrants that:

          (i)  To the best of  Subscriber's  knowledge,  Subscriber's  services,
products, materials, data, and information used by Subscriber in connection with
this Agreement as well as Subscriber's  and its permitted  customers' and users'
use of the eCommerce Services (collectively,  "SUBSCRIBER'S  BUSINESS") does not
as of the  Operational  Date,  and will not during  the term of this  Agreement,
operate in any manner that would violate any applicable law or regulation.

          (ii) Subscriber owns or has the right to use all material contained in
the  Subscriber's  web  site,  including  all  text,  graphics,   sound,  video,
programming, scripts, and applets; and

         (iii) The use, reproduction,  distribution, and transmission of the web
site, or any  information or materials  contained in it does not (A) infringe or
misappropriate  any copyright,  patent,  trademark,  trade secret,  or any other
proprietary rights of a third party; or (B) constitute false advertising, unfair
competition, defamation, an invasion of privacy or violate a right of publicity.

     (b)  RULES AND  REGULATIONS.  Subscriber has read the Rules and Regulations
(Section 10 below) and represents and warrants that Subscriber and  Subscriber's
Business are currently in full  compliance with the Rules and  Regulations,  and
will remain so at all times during the term of this Agreement.

     (c)  BREACH  OF  WARRANTIES.  In the  event of any  breach,  or  reasonably
anticipated breach, of any of the foregoing warranties, in addition to any other
remedies  available  at  law  or in  equity,  Netgateway  will  have  the  right
immediately  in  Netgateway's  reasonable  discretion,  to suspend  any  related
eCommerce  Services if deemed reasonably  necessary by Netgateway to prevent any
harm to Netgateway or its business.

     5.2  WARRANTIES AND DISCLAIMERS BY NETGATEWAY.

     (a)  NO OTHER WARRANTY.  THE ECOMMERCE  SERVICES ARE PROVIDED ON AN "AS IS"
BASIS,  AND  SUBSCRIBER'S  USE OF THE  ECOMMERCE  SERVICES  IS AT ITS OWN  RISK.
NETGATEWAY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED   WARRANTIES,   INCLUDING,   BUT   NOT   LIMITED   TO,   WARRANTIES   OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES  ARISING FROM A COURSE OF DEALING,  USAGE, OR TRADE PRACTICE.
SUBJECT TO SECTION 5.2(C) HEREOF, NETGATEWAY DOES NOT WARRANT THAT THE ECOMMERCE
SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

     (b)  DISCLAIMER  OF  ACTIONS  CAUSED BY AND/OR  UNDER THE  CONTROL OF THIRD
PARTIES.  NETGATEWAY  DOES NOT AND  CANNOT  CONTROL  THE FLOW OF DATA TO OR FROM
NETGATEWAY'S  INTERNET COMMERCE CENTER AND OTHER PORTIONS OF THE INTERNET.  SUCH
FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET  SERVICES  PROVIDED OR
CONTROLLED  BY THIRD  PARTIES.  AT TIMES,  ACTIONS OR INACTIONS  CAUSED BY THESE
THIRD  PARTIES  CAN  PRODUCE  SITUATIONS  IN  WHICH  NETGATEWAY'S   SUBSCRIBERS'
CONNECTIONS TO THE INTERNET (OR PORTIONS  THEREOF) MAY BE IMPAIRED OR DISRUPTED.
ALTHOUGH NETGATEWAY WILL USE COMMERCIALLY  REASONABLE EFFORTS TO TAKE ACTIONS IT
DEEMS  APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS,  NETGATEWAY CANNOT GUARANTEE
THAT  THEY  WILL  NOT  OCCUR.  ACCORDINGLY,  NETGATEWAY  DISCLAIMS  ANY  AND ALL
LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

     (c)  SERVICE LEVEL.  Netgateway agrees that, unless otherwise  specified in
the  applicable  eCommerce  Services  Order  Form,  the  Netgateway  ICC and the
eCommerce Centers will be available to Subscriber at least ninety-eight  percent
(98%)  of  the  time   during  the  term  of  this   Agreement   (the   "Minimum
Availability").  Notwithstanding the foregoing, any unavailability due to any of
the  following  reasons  shall not be  considered  in  determining  the  Minimum
Availability:   (i)  any  upgrade,  adjustment  or  maintenance  of  either  the
Netgateway ICC or the eCommerce Centers or related systems, (ii) any act of war,
act  of  God  or  flood,  fire,   earthquake,   embargo,  riot,  labor  dispute,
governmental act or other similar event, (iii) any interruption or impairment of
the Internet or  connections  thereto and (iv) any  third-party  act or omission
over which Netgateway does not exercise control.

6.   LIMITATIONS OF LIABILITY.

     6.1  EXCLUSIONS.  IN NO EVENT WILL  NETGATEWAY BE LIABLE TO ANY THIRD PARTY
FOR  ANY  CLAIMS  ARISING  OUT OF OR  RELATED  TO THIS  AGREEMENT,  SUBSCRIBER'S
BUSINESS OR OTHERWISE,  AND ANY LOST REVENUE,  LOST PROFITS,  REPLACEMENT GOODS,
LOSS OF  TECHNOLOGY,  RIGHTS OR  SERVICES,  INCIDENTAL,  PUNITIVE,  INDIRECT  OR
CONSEQUENTIAL  DAMAGES,  LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE
OR  SUBSCRIBER'S  BUSINESS,  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE),  STRICT LIABILITY
OR OTHERWISE.

     6.2  LIMITATIONS.  NETGATEWAY,  ITS  AFFILIATES,  EMPLOYEES,  OFFICERS  AND
AGENTS SHALL NOT BE LIABLE TO  SUBSCRIBER  OR TO ANY THIRD PARTY FOR ANY LOSS OR
DAMAGE,  WHETHER DIRECT OR INDIRECT,  RESULTING FROM DELAYS OR  INTERRUPTIONS OF
SERVICE DUE TO MECHANICAL  ELECTRICAL OR WIRE DEFECTS OR  DIFFICULTIES,  STORMS,
STRIKES,  WALK-OUTS,  EQUIPMENT OR SYSTEMS FAILURES,  OR OTHER CAUSES OVER WHICH
NETGATEWAY,  ITS  AFFILIATES,   EMPLOYEES,  OFFICERS,  OR  AGENTS  AGAINST  WHOM
LIABILITY IS SOUGHT, HAVE NO REASONABLE  CONTROL, OR FOR LOSS OR DAMAGE,  DIRECT
OR INDIRECT, RESULTING FROM INACCURACIES, ERRONEOUS STATEMENTS, ERRORS OF FACTS,
OMISSIONS,  OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ECOMMERCE SERVICES,  OR
ANY  DATA  PROVIDED  AS A PART  OF  THE  ECOMMERCE  SERVICES  PURSUANT  TO  THIS
AGREEMENT,  EXCEPT TO THE  EXTENT  CAUSED BY THE GROSS  NEGLIGENCE  OR  WILLFULL
MISCONDUCT OF NETGATEWAY. IN ADDITION, IN NO EVENT SHALL NETGATEWAY BE LIABLE TO
SUBSCRIBER  OR  TO  ANY  THIRD  PARTY  FOR  SPECIAL,  INDIRECT,  INCIDENTAL,  OR
CONSEQUENTIAL  LOSSES OR DAMAGES WHICH  SUBSCRIBER OR SUCH THIRD PARTY MAY INCUR
OR  EXPERIENCE  ON ACCOUNT OF  ENTERING  INTO OR  RELYING ON THIS  AGREEMENT  OR
UTILIZING THE NETGATEWAY  ECOMMERCE  SERVICES,  REGARDLESS OF WHETHER NETGATEWAY
HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES ARE
CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF NETGATEWAY.

     6.3  MAXIMUM  LIABILITY.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN THIS
AGREEMENT,  NETGATEWAY'S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER RELATED TO OR
IN CONNECTION  WITH THIS  AGREEMENT  WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY
SUBSCRIBER TO NETGATEWAY  HEREUNDER FOR THE PERIOD CONSISTING OF THE PRIOR THREE
(3) FULL CALENDAR MONTHS.

     6.4  TIME FOR  MAKING  CLAIMS.  ANY SUIT OR  ACTION BY  SUBSCRIBER  AGAINST
NETGATEWAY, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS EMPLOYEES, SUCCESSORS OR
ASSIGNS,  BASED UPON ANY ACT OR  OMISSION  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT, OR SERVICES PERFORMED HEREUNDER, OR ANY ALLEGED BREACH THEREOF, SHALL
BE COMMENCED  WITHIN TWO (2) YEARS OF THE FIRST  OCCURRENCE  GIVING RISE TO SUCH
CLAIM OR BE FOREVER BARRED.  THIS PROVISION DOES NOT MODIFY OR OTHERWISE  AFFECT
THE LIMITATION OF NETGATEWAY'S  LIABILITY SET FORTH IN SECTION 6 OR ELSEWHERE IN
THIS AGREEMENT.

     6.5  SUBSCRIBER'S INSURANCE.  Subscriber agrees that it will not pursue any
claims  against  Netgateway  for any  liability  Netgateway  may  have  under or
relating  to  this  Agreement  until   Subscriber  first  makes  claims  against
Subscriber's  insurance  provider(s)  and  such  insurance  provider(s)  finally
resolve(s) such claims.

     6.6  BASIS  OF  THE  BARGAIN;  FAILURE  OF  ESSENTIAL  PURPOSE.  Subscriber
acknowledges  that Netgateway has set its prices and entered into this Agreement
in reliance upon the  limitations of liability and the disclaimers of warranties
and damages set forth herein,  and that the same form an essential  basis of the
bargain  between  the  parties.  The  parties  agree  that the  limitations  and
exclusions of liability and disclaimers specified in this Agreement will survive
and apply even if found to have failed of their essential purpose.

7.   INDEMNIFICATION.

     7.1  NETGATEWAY'S INDEMNIFICATION OF SUBSCRIBER. Netgateway will indemnify,
defend  and  hold  Subscriber  harmless  from  and  against  any and all  costs,
liabilities,  losses,  and expenses  (including,  but not limited to, reasonable
attorneys'  fees)  (collectively,  "LOSSES")  resulting  from any  claim,  suit,
action, or proceeding (each, an "ACTION")  brought against  Subscriber  alleging
the  infringement of any third party  registered U.S.  copyright or trademark or
issued U.S. patent resulting from the provision of eCommerce  Services  pursuant
to this  Agreement  (but  excluding any  infringement  contributorily  caused by
Subscriber's Business).


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     7.2  SUBSCRIBER'S INDEMNIFICATION OF NETGATEWAY. Subscriber will indemnify,
defend and hold  Netgateway,  its  affiliates  and  customers  harmless from and
against  any  and  all  material  Losses   resulting  from  or  arising  out  of
Subscriber's  breach of any  provision of this  Agreement or any Action  brought
against Netgateway, its directors, employees, affiliates or Subscribers alleging
with respect to the Subscriber's  Business: (a) infringement or misappropriation
of any intellectual property rights; (b) defamation,  libel, slander, obscenity,
pornography or violation of the rights of privacy or publicity; (c) spamming, or
any other offensive,  harassing or illegal conduct or violation of the Rules and
Regulations; or (d) any violation of any other applicable law or regulation.

     7.3  NOTICE. Each party will provide the other party, prompt written notice
of the existence of any such event of which it becomes aware, and an opportunity
to participate in the defense thereof.

8.   DISPUTE RESOLUTION.

     8.1  PROCEDURES.  It is the intent of the parties that all disputes arising
under this  Agreement  be  resolved  expeditiously,  amicably,  and at the level
within each party's  organization that is most knowledgeable  about the disputed
issue.  The parties  understand and agree that the  procedures  outlined in this
Paragraph 8 are not intended to supplant the routine  handling of inquiries  and
complaints  through informal contact with customer  service  representatives  or
other  designated  personnel  of the parties.  Accordingly,  for purposes of the
procedures set forth in this paragraph,  a "DISPUTE" is a disagreement  that the
parties  have  been  unable  to  resolve  by the  normal  and  routine  channels
ordinarily  used for  such  matters.  Before  any  dispute  arising  under  this
Agreement,  other than as provided in paragraph  8.5 below,  may be submitted to
arbitration,  the  parties  shall  first  follow  the  informal  and  escalating
procedures set forth below.

     (a)  The complaining  party's  representative will notify the other party's
representative  in writing of the dispute,  and the  non-complaining  party will
exercise good faith efforts to resolve the matter as expeditiously as possible.

     (b)  In the event that such  matter  remains  unresolved  thirty  (30) days
after  the  delivery  of  the  complainant  party's  written  notice,  a  senior
representative  of each party shall meet or confer within ten (10) business days
of a request for such a meeting or  conference  by either  party to resolve such
matter.

     (c)  In the event that the  meeting or  conference  specified  in (b) above
does not resolve  such  matter,  the senior  officer of each party shall meet or
confer  within  ten (10)  business  days of the  request  for such a meeting  or
conference  by either  party to discuss  and agree upon a mutually  satisfactory
resolution of such matter.

     (d)  If the parties are unable to reach a resolution  of the dispute  after
following  the above  procedure,  or if either party fails to  participate  when
requested, the parties may proceed in accordance with paragraph 8.2 below.

     8.2  BINDING  ARBITRATION.  Except as provided in paragraph 8.5 below,  any
dispute  arising under this Agreement  shall,  after utilizing the procedures in
paragraph  8.1, be resolved by final and  binding  arbitration  in Los  Angeles,
California,  before a single arbitrator  selected by, and in accordance with the
rules of commercial  arbitration of, the American Arbitration  Association or as
otherwise provided in Paragraph 11.6. Each party shall bear its own costs in the
arbitration,  including  attorneys'  fees, and each party shall bear one-half of
the cost of the arbitrator.

     8.3  ARBITRATOR'S  AUTHORITY.  The  arbitrator  shall have the authority to
award such damages as are not  prohibited by this Agreement and may, in addition
and in a proper case, declare rights and order specific performance, but only in
accordance with the terms of this Agreement.

     8.4  ENFORCEMENT OF ARBITRATOR'S  AWARD.  Any Party may apply to a court of
general  jurisdiction  to enforce a  arbitrator's  award,  and if enforcement is
ordered,  the party  against  which the order is issued  shall pay the costs and
expenses  of the other party in  obtaining  such  order,  including  responsible
attorneys' fees.

     8.5  ACCESS TO COURTS. Notwithstanding the provisions of paragraphs 8.1 and
8.2 above,  any action by Netgateway to enforce its rights under Paragraphs 10.3
of this Agreement or to enjoin any  infringement  of the same by Subscriber may,
at  Netgateway  election,  be  commenced  in the state of federal  courts of Los
Angeles,  California, and Subscriber consents to personal jurisdiction and venue
in such courts for such actions.

9.   TERM AND TERMINATION.

     9.1  TERM. This Agreement will be effective on the date first above written
and will terminate three (3) years ("INITIAL TERM") from the date hereof, unless
earlier terminated according to the provisions of this Section 9. This Agreement
will  automatically  renew for an  additional  term of three (3) years  unless a
party  hereto  elects not to so renew and notifies the other party in writing of
such  election  by a date,  which is six (6)  months  prior to the  lapse of the
Initial Term.

     9.2  TERMINATION.  Either  party  will  have the  right to  terminate  this
Agreement  if: (i) the other party  breaches any  material  term or condition of
this  Agreement  and fails to cure such  breach  within  thirty  (30) days after
receipt  of  written  notice of the same,  except in the case of  failure to pay
fees,  which must be cured within five (5) days after receipt of written  notice
from  Netgateway;  (ii) the other  party  becomes  the  subject  of a  voluntary
petition in  bankruptcy  or any  voluntary  proceeding  relating to  insolvency,
receivership, liquidation, or composition for the benefit of creditors; or (iii)
the other party becomes the subject of an involuntary  petition in bankruptcy or
any involuntary proceeding relating to insolvency, receivership,  liquidation or
composition for the benefit of creditors,  if such petition or proceeding is not
dismissed within sixty (60) days of filing.

     9.3  NO  LIABILITY  FOR  TERMINATION.  Neither  party will be liable to the
other for any termination or expiration of this Agreement in accordance with its
terms.

     9.4  EFFECT  OF  TERMINATION.  Upon the  effective  date of  expiration  or
termination of this Agreement:  (a) Netgateway will immediately  cease providing
the eCommerce Services;  (b) any and all payment obligations of Subscriber under
this  Agreement  will become due  immediately;  and (c) within  thirty (30) days
after such  expiration or termination,  each party will return all  Confidential
Information  of the other party in its  possession  at the time of expiration or
termination  and  will  not  make or  retain  any  copies  of such  Confidential
Information  except as required to comply with any  applicable law or order by a
court of competent jurisdiction.

     9.5  SURVIVAL.  The  following  provisions  will survive any  expiration or
termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10.

10.  USE OF ECOMMERCE SERVICES - RULES AND REGULATIONS.

     10.1 PROPRIETARY SYSTEMS. Subscriber acknowledges that the software systems
utilized  by  Netgateway  in the  provision  of  eCommerce  Services  hereunder,
including  all  enhancements  thereto,  and  all  screens  and  formats  used in
connection therewith are the exclusive  proprietary property of Netgateway,  and
Subscriber shall not publish, disclose,  display, provide access to or otherwise
make available any Netgateway  eCommerce  software or products  thereof,  or any
screens, formats, reports or printouts used, provided, produced or supplied from
or in  connection  therewith,  to any person or entity other than an employee of
Subscriber  without the prior  written  consent of, and on terms  acceptable  to
Netgateway, which consent shall not be unreasonably withheld; provided, however,
that  Subscriber  may  disclose to a  governmental  or  regulatory  agency or to
customers of Subscriber any  information  expressly  prepared and acknowledge in
writing  by  Netgateway   as  having  been  prepared  for   disclosure  to  such
governmental  or  regulatory  agency or to such  customers.  Neither party shall
disclose   Subscriber's  use  of  eCommerce   Services  in  any  advertising  or
promotional  materials  without  the prior  written  consent  to such  use,  and
approval of such materials, by the other.

     10.2 USE OF SERVICES PERSONAL TO SUBSCRIBER. Subscriber agrees that it will
use the  services  provided  hereunder  only in  connection  with its  eCommerce
business, and it will not, without the express written permission of Netgateway,
sell,  lease, or otherwise provide or make available  eCommerce  Services to any
third party.

     10.3 SURVIVAL OF  OBLIGATIONS.  The  obligations of this paragraph 10 shall
survive  termination  of  this  Agreement.   Subscriber   understands  that  the
unauthorized  publication or disclosure of any of Netgateway' software or copies
thereof,  or the unauthorized use of eCommerce  Service would cause  irreparable
harm to  Netgateway  for which  there is no adequate  remedy at law.  Subscriber
therefore  agrees  that in the  event of such  unauthorized  disclosure  or use,
Netgateway  may, at its discretion and at Subscriber's  expense,  terminate this
Agreement,   obtain  immediate   injunctive  relief  in  a  court  of  competent
jurisdiction,  or take such other  steps as it deems  necessary  to protect  its
rights. If Netgateway, in its reasonable, good faith judgement,  determines that
there is a material risk of such  unauthorized  disclosure or use, it may demand
immediate  assurances,  satisfactory  to Netgateway,  that there will be no such
unauthorized disclosure or use. In the absence of such assurance, Netgateway may
immediately  terminate  this  Agreement  and take such  other  steps as it deems
necessary.  The rights of  Netgateway  hereunder  are in  addition  to any other
remedies provided by law.

11.  MISCELLANEOUS PROVISIONS.

     11.1 FORCE MAJEURE.  Except for the obligation to pay money,  neither party
will be liable for any failure or delay in its performance  under this Agreement
due to any cause beyond its  reasonable  control,  including act of war, acts of
God, earthquake,  flood,  embargo,  riot,  sabotage,  labor shortage or dispute,
governmental  act or failure of the Internet,  provided that the delayed  party:
(a)  gives  the  other  party  prompt  notice  of such  cause,  and (b) uses its
reasonable  commercial  efforts to  correct  promptly  such  failure or delay in
performance.

     11.2 NO LEASE.  This Agreement is a services  agreement and is not intended
to and will not constitute a lease of any real or personal property.  Subscriber
acknowledges  and  agrees  that (i) it has been  granted  only a license  to use
Netgateway's  ICC and any equipment  provided by  Netgateway in accordance  with
this Agreement,  (ii) Subscriber has not been granted any real property interest
in the  Netgateway's  ICC,  and  (iii)  Subscriber  has no rights as a tenant or
otherwise  under any real  property or  landlord/tenant  laws,  regulations,  or
ordinances.

     11.3 MARKETING.  Subscriber  agrees that Netgateway may refer to Subscriber
by trade name and trademark,  may use an identifiable mark of Subscriber and may
briefly describe Subscriber's  Business, in Netgateway's marketing materials and
web site,  upon prior  approval from  Subscriber,  which  approval  shall not be
unreasonably withheld.  Subscriber hereby grants Netgateway a license to use any
Subscriber  trade  names and  trademarks  solely in  connection  with the rights
granted to Netgateway pursuant to this Section 11.3.

                                                                          Page 3
<PAGE>


     11.4 GOVERNMENT  REGULATIONS.   Subscriber  will  not  export,   re-export,
transfer, or make available,  whether directly or indirectly, any regulated item
or  information  to anyone  outside the U.S. in connection  with this  Agreement
without first complying with all export control laws and  regulations  which may
be imposed by the U.S.  Government  and any country or  organization  of nations
within whose jurisdiction Subscriber operates or does business.

     11.5 NON-SOLICITATION.  During the period beginning on the Operational Date
and ending on the first  anniversary  of the  termination  or expiration of this
Agreement in accordance with its terms,  Subscriber agrees that it will not, and
will ensure that its  affiliates  do not,  directly  or  indirectly,  solicit or
attempt to solicit for employment any persons employed by Netgateway during such
period.

     11.6 GOVERNING LAW; SEVERABILITY;  WAIVER. This Agreement is made under and
will be governed by and  construed in  accordance  with the laws of the State of
California (without regard to that body of law controlling conflicts of law) and
specifically  excluding from application to this Agreement that law known as the
United Nations  Convention on the International  Sale of Goods. In the event any
provision of this Agreement is held by a tribunal of competent  jurisdiction  to
be contrary to the law, the remaining  provisions of this  Agreement will remain
in full force and effect.  The waiver of any breach or default of this Agreement
will not constitute a waiver of any subsequent  breach or default,  and will not
act to amend or negate the rights of the waiving party.

     11.7 ASSIGNMENT;  NOTICES. Subscriber may not assign its rights or delegate
its duties  under this  Agreement  either in whole or in part  without the prior
written consent of Netgateway,  except that Subscriber may assign this Agreement
in whole as part of a corporate reorganization,  consolidation,  merger, or sale
of  substantially  all of its assets.  Any  attempted  assignment  or delegation
without such consent will be void. Netgateway may assign this Agreement in whole
or part only upon the prior written  consent of Subscriber,  which consent shall
not be unreasonably withheld.  This Agreement will bind and inure to the benefit
of each party's  successors and permitted  assigns.  Any notice or communication
required or permitted to be given hereunder may be delivered by hand,  deposited
with an overnight courier, sent by confirmed facsimile,  or mailed by registered
or certified mail, return receipt  requested,  postage prepaid,  in each case to
the address of the receiving party indicated on the signature page hereof, or at
such other  address as may  hereafter  be  furnished  in writing by either party
hereto to the  other.  Such  notice  will be deemed to have been given as of the
date it is delivered, mailed or sent, whichever is earlier.

     11.8 RELATIONSHIP  OF PARTIES.  Netgateway and  Subscriber are  independent
contractors   and  this  Agreement  will  not  establish  any   relationship  of
partnership,  joint venture, employment,  franchise or agency between Netgateway
and  Subscriber.  Neither  Netgateway nor Subscriber will have the power to bind
the other or incur  obligations  on the other's behalf without the other's prior
written consent, except as otherwise expressly provided herein.

     11.9 ENTIRE  AGREEMENT;   COUNTERPARTS.   This  Agreement,   including  all
documents  incorporated  herein  by  reference,  constitutes  the  complete  and
exclusive  agreement  between the  parties  with  respect to the subject  matter
hereof,  and  supersedes  and  replaces  any and all  prior  or  contemporaneous
discussions,  negotiations,  understandings  and  agreements,  written and oral,
regarding  such subject  matter.  This  Agreement may be executed in two or more
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together shall constitute one and the same instrument.

Subscriber's and Netgateway's authorized representatives have read the foregoing
and all documents incorporated therein and agree and accept such terms effective
as of the date first above written.


SUBSCRIBER


Signature:  /s/ John J. Poelman
          -----------------------------------------

Print Name:  John J. Poelman

Title:    Chief Executive Officer


NETGATEWAY

Signature:   /s/ Donald M. Corliss, Jr.
          -----------------------------------------

Print Name:  Donald M. Corliss, Jr.

Title:    President


                                                                          Page 4



<PAGE>


                                   EXHIBIT "A"


                          ECOMMERCE SERVICES ORDER FORM

                                   NETGATEWAY
                          ECOMMERCE SERVICES ORDER FORM


SUBSCRIBER NAME:    GALAXY ENTERPRISES, INC.
FORM DATE:          MARCH 1, 2000
FORM NO.:           001

GENERAL INFORMATION:

1.   By submitting  this  eCommerce  Services Order Form ("FORM") to Netgateway,
     Subscriber  hereby  places an order for the  eCommerce  Services  described
     herein pursuant to the terms and conditions of this Form and the Electronic
     Commerce  Services  Agreement  between  Subscriber and Netgateway (the "ECS
     AGREEMENT").

2.   Netgateway  will provide the eCommerce  Services  pursuant to the terms and
     conditions of the ECS Agreement, which incorporates this Form. The terms of
     this Form supersede, and by accepting this Form, Netgateway hereby rejects,
     any  conflicting  or additional  terms provided by Subscriber in connection
     with  Netgateway's  provision  of the  eCommerce  Services.  If  there is a
     conflict  between this Form and any other Form provided by  Subscriber  and
     accepted by Netgateway, the Form with the latest date will control.

3.   Netgateway will not be bound by or required to provide  eCommerce  Services
     pursuant  to this  Form or the ECS  Agreement  until  each is  signed by an
     authorized representative of Netgateway.


TERMS:


1.   PROJECT SPECIFICATIONS. A Statement of Work and Project Specifications (the
     "Statement  of Work")  for the  eCommerce  Services  is  annexed  hereto as
     Schedule 1 and incorporated herein by this reference.

2.   DEVELOPMENT  TIMELINE.  Development  of the  eCommerce  Services  shall  be
     completed in accordance with the terms of the Statement of Work.

3.   DEVELOPMENT  FEES;  STORE  CONVERSION  FEES. The development fees and store
     conversion  fees for the  eCommerce  Services  shall be as set forth on the
     Statement of Work,  and shall be payable in  accordance  with the terms set
     forth thereon.

4.   ADDITIONAL FEES. Additional fees, including without limitation, transaction
     fees,  monthly mall hosting fees,  monthly store hosting fees, hosting fees
     for MatchSite.com shall be as set forth on the Statement of Work, and shall
     be paid in accordance with Netgateway's customary trade credit terms.

<PAGE>

5.   SUBSCRIBER STOREBUILDING ON NETGATEWAY PLATFORM. (a) The parties
     contemplate that, during the term of this Agreement, Subscriber shall build
     storefronts  for the Galaxy  Mall using the  Netgateway  SOL  toolset  (the
     "Licensed Product").  As part of the eCommerce Services provided hereunder,
     Netgateway shall make available to Subscriber the Licensed Product. Subject
     to the terms and conditions hereof,  Netgateway hereby grants to Subscriber
     a limited,  nonexclusive  and  nontransferable  license to use the Licensed
     Product and any documentation used in connection  therewith at Subscriber's
     website to build storefronts for the Galaxy Mall and to allow  Subscriber's
     authorized  agents to access  and use the  Licensed  Product  remotely  via
     dial-up access.  This license transfers to Subscriber neither title nor any
     proprietary  or  intellectual  property  rights  to the  Licensed  Product,
     documentation or any copyrights, patents or trademarks, embodied or used in
     connection  therewith,  except for the  rights  expressly  granted  herein.
     Netgateway  reserves all rights not expressly  granted  herein.  Subscriber
     shall pay the per store license fee set forth on the Statement of Work.

     (b)  Subscriber  may not copy,  reproduce or have  reproduced  the Licensed
     Product,  except for one archival copy.  Subscriber shall maintain accurate
     and  up-to-date  records  of the  location  of any  copies of the  Licensed
     Product and, if requested,  inform  Netgateway in writing of such location.
     All  copies  of the  Licensed  Product  will be  subject  to all  terms and
     conditions of this Order Form.  Whenever Subscriber is permitted to copy or
     reproduce all or any part of the Licensed  Product,  all titles,  trademark
     symbols,  copyright symbols and legends,  and other proprietary markings of
     Netgateway or third parties must be reproduced in an identical manner.

     (c)  Customer  agrees  that it will not  itself,  or  through  any  parent,
     subsidiary, affiliate, agent or other third party:

          (i)  sell,  lease,  license or sublicense the Licensed  Product or any
          realted documentation;

          (ii) resell,  wholesale,  host or  otherwise  distribute  the Licensed
          Product or the services  provided  thereby to third party providers of
          electronic commerce services;

          (iii)  modify,  alter,  decompile,  disassemble,  reverse  engineer or
          otherwise  attempt  to  discover  the  source  code  for the  Licensed
          Product, in whole or in part;

          (iv) write or develop any  derivative  software or any other  software
          program   based  upon  the  Licensed   Product  or  any   Confidential
          Information,  other than scripts  designed to ensure  interoperability
          with   Subscriber's   internal   applications  and   Customer-specific
          application program interfaces ("APIs") based on Netgateway's APIs; or


<PAGE>

          (v) provide,  disclose, divulge or make available to, or permit use of
          the Licensed  Product by any third party  without  Netgateway's  prior
          written  consent  other than as  specifically  permitted by this Order
          Form.

     (d) Subscriber shall use its best efforts to cause all existing  storefront
     merchants  to enter into and be bound by (i) either  Netgateway's  standard
     merchant  terms and  conditions  and/or  comparable  terms  and  conditions
     provided by Subscriber  and/or (ii) such other agreements as Netgateway and
     Subscriber  may  mutually  deem  necessary  or  appropriate.  In  addition,
     Subscriber shall cause all future storefront merchants to enter into and be
     bound by Netgateway's  standard  merchant terms and conditions  and/or such
     other agreements as Netgateway may deem necessary or appropriate.

6.   POST-CONVERSION AGREEMENTS. Upon completion of the rebuilding of the Galaxy
     Mall and the conversion of the Subscriber storefronts to the Netgateway ICC
     2.0 platform,  all as  contemplated  in the Statement of Work,  the parties
     shall  enter  into  such  other  and  further  agreements  as they may deem
     necessary to carry out the intent of the parties in the ECS  Agreement  and
     this  Form,  including  without  limitation,   agreements  related  to  the
     operation of the Galaxy Mall and the sharing of revenues generated thereby.
     The  parties  agree  that  Subscriber   shall  cause  all   post-conversion
     Subscriber  storefront  owners to enter  into and be bound by  Netgateway's
     standard  merchant  terms and  conditions  and/or such other  agreements as
     Netgateway and Subscriber may mutually deem necessary or appropriate.

7.   PUBLICITY.  Neither  party  shall  make  any  public  announcement  of this
     Agreement or of the  relationship  they have entered into without the prior
     written consent of the other.


SUBSCRIBER HAS READ, UNDERSTANDS AND HEREBY SUBMITS THIS ORDER.


Submitted By: /s/ David T. Wise       Operational Date:
             ------------------------                  ------------------------
              (AUTHORIZED SIGNATURE)

Print Name:     David T. Wise
           --------------------------

Title:    COO
      -------------------------------


NETGATEWAY ACCEPTANCE
 /s/ Donald M. Corliss, Jr.       Date:      March 1, 2000
---------------------------------      ---------------------------------
(AUTHORIZED SIGNATURE: