PROMISSORY NOTE

$150,000.00                                                     February 4, 2000

     GALAXY  ENTERPRISES,  INC.,  a Nevada  corporation  ("Galaxy")  and JOHN J.
POELMAN,  in his  individual  capacity  ("Poelman"  and  together  with  Galaxy,
collectively  and  jointly and  severally,  "Maker")  and  NETGATEWAY,  INC.,  a
Delaware corporation ("Holder") hereby agree as follows:

     1. Principal.

     For value received,  Maker,  jointly and severally,  promises to pay to the
order of  Holder,  at its  offices at 300  Oceangate,  5th  Floor,  Long  Beach,
California  90802,  or at such  other  place as  Holder  may  from  time to time
designate in writing, the principal sum of One Hundred Fifty Thousand and No One
Hundredths Dollars  ($150,000.00),  together with accrued interest from the date
of  disbursement  hereunder  on the  unpaid  principal  at the rate set forth in
Paragraph  4. As used  herein,  the term  "Holder"  shall  mean  Holder  and any
subsequent holder of this Promissory Note (this "Note"), whichever is applicable
from time to time.

     On the date hereof, Holder shall disburse One Hundred Fifty Thousand and No
One Hundredths Dollars ($150,000) to Maker, pursuant to the terms hereof.

     2. Maturity Date.

     Galaxy and Holder  intend to enter into the Merger  Agreement  pursuant  to
which Galaxy  Acquisition Corp. shall merge with and into Galaxy and Galaxy will
become a  wholly-owned  subsidiary  of Holder  (the  "Transaction").  The unpaid
principal  balance hereof,  together with all unpaid interest  accrued  thereon,
shall be due and payable on June 1, 2000 or such earlier  date, if any, that the
Transaction shall have been consummated (the "Maturity Date").

     3. Prepayment.

     This Note may be prepaid in full or in part,  at any time without  penalty,
upon not less than one  business  days' prior  written  notice to Holder.  Maker
shall have no right to reborrow any such prepaid amounts.

     4. Interest.

     All interest on the outstanding  principal  balance hereof shall be due and
payable on the Maturity Date.  The  outstanding  principal  balance hereof shall
bear  interest at a rate of 9.5% per annum.  All  payments of  principal  of and
interest on the Note shall be made  without  deduction of any present and future
taxes, levies, imposts, deductions, charges or withholdings, which amounts shall
be paid by  Maker.  Maker  will pay the  amounts  necessary  such that the gross
amount of the  principal  and interest  received by Holder is not less than that
required by this Note. All stamp and  documentary  taxes shall be paid by Maker.
If, notwithstanding the foregoing, Holder pays such taxes, Maker will



reimburse  Holder for the amount paid.  Maker will furnish  Holder  official tax
receipts or other evidence of payment of all taxes.  Throughout the term of this
Note,  interest shall be calculated on a 360-day year, but shall be computed for
the actual number of days in the period for which interest is charged.

     5. Manner of Payment.

     Principal  and interest are payable in lawful money of the United States of
America.  All  payments of  principal  and interest on the Note shall be made to
Holder in immediately available funds not later than 11:30 a.m. Los Angeles time
on the dates such payments are to be made. Any payment received after 11:30 a.m.
shall be deemed received by Holder on the next business day.

     6. Applications of Payments.

     Payments  received by Holder  pursuant to the terms hereof shall be applied
first to the  payment of all  interest  accrued to the date of such  payment and
second to the payment of  principal.  Notwithstanding  anything to the  contrary
contained  herein,  after the occurrence and during the continuation of an Event
of Default (as  hereinafter  defined),  all amounts  received by Holder from any
party  shall be applied in such order as  Holder,  in its sole  discretion,  may
elect.

     7. Security.

     This Note is secured by (i) a Pledge Agreement dated as of January 7, 2000,
executed by Poelman in favor of Holder and (ii) a Pledge Agreement dated of even
date herewith, executed by Poelman in favor of Holder (collectively, the "Pledge
Agreements").  Prior to the date hereof,  Maker shall have provided  Holder with
certified  resolutions  of the Board of  Directors of Maker  approving  the loan
evidenced  by  this  Note  and  the  Pledge  Agreement.  The  Pledge  Agreements
specifically contemplate that subsequent advances may be made by Holder to Maker
which advances shall be secured by the Pledge Agreements.

     8. Events of Default.

     The  occurrence of any of the  following  shall be deemed to be an event of
default ("Event of Default") hereunder:

          (a) Holder  shall have  notified  Maker in writing of a default in the
     payment of principal or interest when due pursuant to the terms hereof;

          (b) If, on any date  following  the date of this  Note and the  Pledge
     Agreement (the "Calculation  Date"), the arithmetic mean of the closing bid
     price of the common stock as reported on the OTC  Bulletin  Board for the 5
     consecutive   trading  days  ending  on  the  trading  day   preceding  the
     Calculation Date (the  "Calculated  Price") is equal to or less than 75% of
     the  closing  bid  price of the  common  stock  on the  date of the  Pledge
     Agreement (the "Closing Price"),  and, within 10 days after the Calculation
     Date,  Poelman  shall have  failed to deliver  to  Netgateway  certificates
     representing an additional number of


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     shares of Galaxy's  common stock equal to (i) the  difference,  in dollars,
     between the  Closing  Price and the  Calculated  Price,  multiplied  by the
     number of  shares of the  common  stock of  Galaxy  representing  the Stock
     Collateral, divided by (ii) the Calculated Price; or

          (b) the  occurrence of an Event of Default under the Pledge  Agreement
     now or hereafter securing this Note.

     9. Remedies; Post-Default Rate; Late Charge.

     Upon the  occurrence  of an Event of Default and without  demand or notice,
Holder shall have the option to declare the entire balance of principal together
with all accrued  interest  thereon  immediately due and payable and to exercise
all  rights  and  remedies  available  to it  under  the  Pledge  Agreements  or
applicable  law.  Notwithstanding  any  provision  of this  Note  or the  Pledge
Agreements to the contrary,  any principal,  accrued interest, and other amounts
payable under this Note or the Pledge  Agreements  which remain unpaid after the
Maturity Date or any  acceleration  of this Note,  shall bear interest at a rate
per annum equal to 14.5% (the  "Post-Default  Rate").  If any payment under this
Note  (whether of principal or interest or both and including the payment due on
the Maturity Date or upon any  acceleration of this Note) is not paid within ten
(10) days after the date on which the payment is due, Maker shall pay to Holder,
in addition to the delinquent  payment and without any  requirement of notice or
demand by Holder,  a late  payment  charge  equal to five  percent  (5%) of such
delinquent  amount.  MAKER EXPRESSLY  ACKNOWLEDGES AND AGREES THAT THE FOREGOING
ACCRUAL OF INTEREST AT THE  POST-DEFAULT  RATE AND LATE PAYMENT CHARGE PROVISION
IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS NOTE, THAT IT
WOULD BE EXTREMELY  DIFFICULT AND  IMPRACTICAL  TO FIX HOLDER'S  ACTUAL  DAMAGES
ARISING OUT OF (i) ANY FAILURE TO PAY SUCH OUTSTANDING INDEBTEDNESS OF THIS NOTE
UPON THE MATURITY DATE OR UPON ANY  ACCELERATION  OF THIS NOTE AND (ii) ANY LATE
PAYMENT AND THAT  INTEREST  ACCRUED AT THE  POST-DEFAULT  RATE AND THE FOREGOING
LATE PAYMENT  CHARGE  SHALL BE PRESUMED TO BE THE ACTUAL  AMOUNT OF SUCH DAMAGES
INCURRED BY HOLDER.  The  application  of this default rate or late charge shall
not be  interpreted  or deemed to limit any of Holder's  remedies  hereunder  or
thereunder.  No delay or omission on the part of Holder hereof in exercising any
right under this Note or the Pledge Agreements shall operate as a waiver of such
right.

     10. WAIVER.

     MAKER HEREBY WAIVES DILIGENCE,  PRESENTMENT,  PROTEST AND DEMAND, NOTICE OF
PROTEST, DISHONOR AND NONPAYMENT OF THIS NOTE AND EXPRESSLY AGREES THAT, WITHOUT
IN ANY WAY  AFFECTING THE  LIABILITY OF MAKER  HEREUNDER,  HOLDER MAY EXTEND ANY
MATURITY DATE OR THE TIME FOR PAYMENT OF ANY INSTALLMENT  DUE HEREUNDER,  ACCEPT
SECURITY,  RELEASE ANY PARTY  LIABLE  HEREUNDER  AND RELEASE ANY SECURITY NOW OR
HEREAFTER SECURING THIS NOTE. MAKER FURTHER WAIVES, TO THE FULL EXTENT PERMITTED
BY LAW, THE RIGHT TO PLEAD ANY AND ALL STATUTES OF  LIMITATIONS  AS A DEFENSE TO
ANY DEMAND ON THIS NOTE, OR ON ANY DEED OF TRUST, PLEDGE


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AGREEMENT,  LEASE  ASSIGNMENT,  GUARANTY  OR OTHER  AGREEMENT  NOW OR  HEREAFTER
SECURING  THIS  NOTE.  MAKER  ALSO  EXPRESSLY  AND  UNCONDITIONALLY  WAIVES,  IN
CONNECTION WITH ANY SUIT,  ACTION OR PROCEEDING  BROUGHT BY HOLDER ON THIS NOTE,
ANY AND EVERY RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF,  (II) A TRIAL BY JURY,
(III)  INTERPOSE ANY  COUNTERCLAIM  THEREIN AND (IV) HAVE THE SAME  CONSOLIDATED
WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.  NOTHING HEREIN CONTAINED
SHALL  PREVENT OR PROHIBIT  MAKER FROM  INSTITUTING  OR  MAINTAINING  A SEPARATE
ACTION AGAINST HOLDER WITH RESPECT TO ANY ASSERTED CLAIM.

     11. Attorneys' Fees.

     If this Note is not paid when due or if any Event of Default occurs,  Maker
promises  to pay all costs of  enforcement  and  collection,  including  but not
limited to, Holder's  reasonable  attorneys' fees,  whether or not any action or
proceeding is brought to enforce the provisions  hereof.  Upon demand by Holder,
Maker  shall also pay the  reasonable  fees and  expenses  of  Holder's  counsel
incurred  in  connection  with  the  preparation  of this  Note  and the  Pledge
Agreements.

     12. Severability.

     Every provision of this Note is intended to be severable.  In the event any
term or provision hereof is declared by a court of competent jurisdiction, to be
illegal or invalid for any reason  whatsoever,  such  illegality  or  invalidity
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

     13. Interest Rate Limitation.

     It is the intent of Maker and Holder in the  execution of this Note and all
other instruments  securing this Note that the loan evidenced hereby comply with
the usury laws of the State of California.  Holder and Maker stipulate and agree
that none of the terms and provisions  contained  herein shall ever be construed
to create a  contract  for use,  forbearance  or  detention  of money  requiring
payment of interest at a rate in excess of the maximum  interest rate  permitted
to be  charged by the laws of the State of  California.  In such  event,  if any
Holder of this Note shall collect monies which are deemed to constitute interest
which would  otherwise  increase the  effective  interest rate on this Note to a
rate in excess of the maximum  rate  permitted  to be charged by the laws of the
State of  California,  all such sums deemed to constitute  interest in excess of
such maximum rate shall, at the option of Holder,  be credited to the payment of
the sums due hereunder or returned to Maker.

     14. Number and Gender.

     In this Note the singular shall include the plural and the masculine  shall
include  the  feminine  and neuter  gender,  and vice  versa,  if the context so
requires.


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     15. Headings.

     Headings  at the  beginning  of each  numbered  Paragraph  of this Note are
intended  solely for  convenience  and are not to be deemed or construed to be a
part of this Note.

     16. Choice of Law.

     This Note shall be governed by and construed in accordance  with the law of
the State of California.

     IN WITNESS WHEREOF,  Maker has executed this Promissory Note as of the date
first above written.

                                     GALAXY ENTERPRISES, INC.,
                                     a Nevada corporation



                                     By: /s/ John J. Poelman
                                         ---------------------------------------
                                         Name:  John J. Poelman
                                         Title: President


                                     /s/ John J. Poelman
                                     -------------------------------------------
                                     JOHN J. POELMAN, in his individual capacity


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