VOTING AGREEMENT

     VOTING  AGREEMENT  (this  "Agreement"),  dated as of March 9, 2000,  by and
among Netgateway,  Inc., a Delaware corporation  ("Parent"),  Galaxy Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Parent (the "Sub"),
and John J. Poelman ("Stockholder").

         WITNESSETH:

     WHEREAS,  immediately prior to the execution of this Agreement, Parent, Sub
and Galaxy Enterprises,  Inc., a Nevada corporation (the "Company") have entered
into an  Agreement  and  Plan of  Merger  of even  date  herewith  (the  "Merger
Agreement"),  pursuant to which the parties thereto have agreed,  upon the terms
and subject to the conditions set forth therein,  to merge Sub with and into the
Company (the "Merger"); and

     WHEREAS,  as of the date hereof,  Stockholder  is the record and beneficial
owner of 980,213  Existing Shares (as defined  hereinafter) of the common stock,
$0.07 par value, of the Company (the "Company Common Stock"); and

     WHEREAS,  as an  inducement  and a condition  to  entering  into the Merger
Agreement, Parent has required Stockholder to agree, and Stockholder has agreed,
to enter into this Agreement.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual promises,
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto, intending to be legally bound hereby, agree as follows:

     Section 1. Certain Definitions.  In addition to the terms defined elsewhere
herein,  capitalized  terms  used and not  defined  herein  have the  respective
meanings  ascribed  to  them  in the  Merger  Agreement.  For  purposes  of this
Agreement:

     (a)  "Existing  Shares"  means  shares of the  Company  Common  Stock owned
beneficially and of record by Stockholder as of the date hereof.

     (b) "Securities"  means the Existing Shares together with any shares of the
Company Common Stock or other  securities of the Company acquired by Stockholder
in any  capacity  after the date  hereof  and prior to the  termination  of this
Agreement  whether  upon the  exercise  of  options,  warrants  or  rights,  the
conversion or exchange of convertible or exchangeable securities, or by means of
purchase,  dividend,  distribution,  split-up,  recapitalization,   combination,
exchange of shares or the like, gift, bequest,  inheritance or as a successor in
interest in any capacity or otherwise. Notwithstanding the foregoing, nothing in
this  Agreement  shall be deemed to give rise to any  obligation  on the part of
Stockholder  to exercise or convert  any  option,  warrant or other  convertible
security.

     Section 2.  Representations  And  Warranties  of  Stockholder.  Stockholder
represents and warrants to Parent and Sub as follows:


<PAGE>

     (a)  Ownership  of Shares.  Stockholder  is the sole record and  beneficial
owner of (i) the Existing  Shares and (ii) Company  Options to purchase  200,000
shares of  Company  Common  Stock at a price of $0.83  per  share  ("Stockholder
Options").  On the date hereof, the Existing Shares constitute all of the shares
of  the  Company  Common  Stock  owned  of  record  or  beneficially   owned  by
Stockholder.  Except for the Pledge  Agreement (as defined below),  there are no
outstanding  options or other rights to acquire from  Stockholder or obligations
of  Stockholder  to sell or to acquire,  any shares of the Company Common Stock.
Stockholder  has sole  voting  power and sole power to issue  instructions  with
respect to the  matters  set forth in  Sections  5, 7 and 8 hereof  (subject  to
Pledge  Agreements dated January 7, 2000 and February 4, 2000 in favor of Parent
("Pledge Agreement")), sole power of disposition, sole power of conversion, sole
power to demand  appraisal  rights and sole power to agree to all of the matters
set forth in this  Agreement,  in each case with  respect to all of the Existing
Shares with no  limitations,  qualifications  or  restrictions  on such  rights,
subject to applicable securities laws and the terms of this Agreement.

     (b) Power; Binding Agreement. Stockholder has the legal capacity, power and
authority to enter into and perform all of Stockholder's  obligations under this
Agreement.  This  Agreement has been duly and validly  executed and delivered by
Stockholder  and  constitutes  a valid and  binding  agreement  of  Stockholder,
enforceable  against  Stockholder  in accordance  with its terms except that (i)
such  enforcement may be subject to applicable  bankruptcy,  insolvency or other
similar laws, now or hereafter in effect, affecting creditors' rights generally,
and (ii) the remedy of specific  performance  and  injunctive and other forms of
equitable  relief maybe subject to equitable  defenses and to the  discretion of
the court before which any proceeding therefor may be brought.

     (c) No Conflicts. Except as contemplated by the Merger Agreement, no filing
with, and no permit, authorization,  consent or approval of, any Governmental or
Regulatory  Authority  is  necessary  for the  execution  of this  Agreement  by
Stockholder and the consummation by Stockholder of the transactions contemplated
hereby, none of the execution and delivery of this Agreement by Stockholder, the
consummation  by  Stockholder  of  the  transactions   contemplated   hereby  or
compliance by Stockholder  with any of the provisions  hereof shall (i) conflict
with or  result in any  breach of any  organizational  documents  applicable  to
Stockholder,  (ii) result in a violation  or breach of, or  constitute  (with or
without  notice or lapse of time or both) a  default  (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms,  conditions or provisions of any note,  loan  agreement,
bond,  mortgage,   indenture,   license,  contract,   commitment,   arrangement,
understanding,  agreement or other instrument or obligation of any kind to which
Stockholder  is a party  or by which  Stockholder  or any of its  properties  or
assets may be bound,  or (iii)  violate  any order,  writ,  injunction,  decree,
judgment, order, statute, rule or regulation applicable to Stockholder or any of
Stockholder's properties or assets, except in the case of clauses (ii) and (iii)
where the failure to obtain such permits, authorizations,  consents or approvals
or to make such filings,  or where such  violations,  breaches or defaults would
not,  individually  or in  the  aggregate,  materially  impair  the  ability  of
Stockholder or the Company to consummate the  transactions  contemplated  by the
Merger Agreement,  this Agreement or the other agreements executed in connection
therewith.

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<PAGE>

     (d) No  Encumbrance.  Except as permitted by this  Agreement,  the Existing
Shares are now and, at all times during the term hereof, the Securities will be,
held  by  Stockholder,  or  by  a  nominee  or  custodian  for  the  benefit  of
Stockholder,  free and clear of any Liens,  except for the Pledge  Agreement and
any Liens arising hereunder.

     (e) No Finder's Fees. No broker,  investment  banker,  financial advisor or
other person is entitled to any broker's, finder's, financial adviser's or other
similar fee or  commission  in  connection  with the  transactions  contemplated
hereby based upon arrangements made by or on behalf of Stockholder.

     (f)  Reliance by Parent.  Stockholder  understands  and  acknowledges  that
Parent is entering into, and causing Sub to enter into, the Merger  Agreement in
reliance upon Stockholder's execution and delivery of this Agreement.

     Section 3. Representations And Warranties of Parent And Sub. Each of Parent
and Sub hereby, jointly and severally, represents and warrants to Stockholder as
follows:

     (a) Power;  Binding Agreement.  Parent and Sub each has the corporate power
and  authority  to enter  into and  perform  all of its  obligations  under this
Agreement.  This  Agreement has been duly and validly  executed and delivered by
each of Parent and Sub and  constitutes a valid and binding  agreement of Parent
and Sub,  enforceable  against  each of Parent  and Sub in  accordance  with its
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency  or  other  similar  laws,  now or  hereafter  in  effect,  affecting
creditors'  rights  generally,  and (ii) the remedy of specific  performance and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

     (b) No Conflicts. Except as contemplated by the Merger Agreement, no filing
with, and no permit, authorization,  consent or approval of, any Governmental or
Regulatory  Authority is necessary for the execution of this Agreement by Parent
and Sub and the consummation by Parent and Sub of the transactions  contemplated
hereby,  and none of the  execution  and  delivery of this  Agreement by each of
Parent and Sub, the  consummation by each of Parent and Sub of the  transactions
contemplated  hereby or  compliance  by each of  Parent  and Sub with any of the
provisions  hereof  shall  (i)  conflict  with or  result  in any  breach of any
provision of the respective  certificates of  incorporation or by-laws of Parent
and Sub,  (ii) require any filing  with,  or permit,  authorization,  consent or
approval  of,  any  Governmental  or  Regulatory  Authority,  (iii)  result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination,  cancellation
or  acceleration)  under,  any of the terms,  conditions  or  provisions  of any
material note, bond, mortgage, indenture, license, lease, contract, agreement or
other  instrument or obligation to which Parent or any of its  Subsidiaries is a
party or by which any of them or any of their  properties or assets may be bound
or (iv) violate any order, writ, injunction, decree, statute, rule or regulation
applicable  to Parent,  any of its  Subsidiaries  or any of their  properties or
assets,  except in the case of clauses (ii), (iii) and (iv) where the failure to
obtain  such  permits,  authorizations,  consents or  approvals  or to make such
filings, or where such violations,  breaches or defaults would not, individually


                                       3
<PAGE>
or in  the  aggregate,  materially  impair  the  ability  of  Parent  or  Sub to
consummate the transactions contemplated by the Merger Agreement, this Agreement
or any other agreements executed in connection therewith.

     Section  4.  Disclosure.  Stockholder  hereby  agrees to  permit  Parent to
publish   and   disclose   in  the   Registration   Statement   and  the   Proxy
Statement/Prospectus  (including  all  documents  and  schedules  filed with the
Securities and Exchange  Commission),  and any press release or other disclosure
document  which  Parent,  in its sole  discretion  determines to be necessary or
desirable in connection with the Merger and any  transactions  related  thereto,
Stockholder's  identity and ownership of the Company Common Stock and the nature
of  Stockholder's  commitments,   arrangements  and  understandings  under  this
Agreement.

     Section 5. Transfer And Other  Restrictions.  Prior to the  termination  of
this Agreement, Stockholder agrees not to, directly or indirectly:

     (i) except  pursuant  to the terms of the Merger  Agreement  and the Pledge
Agreement,  offer for sale, sell, transfer,  tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,  transfer,
tender,  pledge,  encumbrance,  assignment or other disposition of any or all of
the Securities or any interest therein except as provided in Section 6 hereof;

     (ii) grant any proxy, power of attorney, deposit any of the Securities into
a voting trust or enter into a voting  agreement or arrangement  with respect to
the Securities except as provided in this Agreement; or

     (iii) take any other action that would make any  representation or warranty
of  Stockholder  contained  herein  untrue or  incorrect  or have the  effect of
preventing or disabling  Stockholder from performing its obligations  under this
Agreement.

     Section 6. Voting of the Company  Common Stock.  Stockholder  hereby agrees
that,  during the period  commencing on the date hereof and continuing until the
first to occur of (a) the Effective Time or (b) termination of this Agreement in
accordance with its terms, at any meeting (whether annual or special and whether
or not an adjourned or postponed  meeting) of the holders of the Company  Common
Stock,  however called, or in connection with any written consent of the holders
of the Company Common Stock, Stockholder will appear at the meeting or otherwise
cause  the  Securities  to  be  counted  as  present  thereat  for  purposes  of
establishing  a quorum and vote or consent  (or cause to be voted or  consented)
the Securities:

     (A) in favor of the  adoption of the Merger  Agreement  and the approval of
other actions  contemplated  by the Merger  Agreement and this Agreement and any
actions required in furtherance thereof and hereof; and

     (B) against any action or  agreement  that would  result in a breach in any
respect of any covenant,  representation  or warranty or any other obligation or
agreement of the Company under the Merger Agreement or this Agreement.

                                       4
<PAGE>

     Except  for the  Pledge  Agreement,  Stockholder  may not  enter  into  any
agreement  or  understanding  with any  person  the  effect  of  which  would be
inconsistent with or violative of any provision contained in this Section 6.

     Section 7. Proxy. Subject to the Pledge Agreement:

     (a) Stockholder hereby irrevocably grants to, and appoints,  Parent, Roy W.
Camblin  III,  Donald  M.  Corliss,  Jr.,  or any of  them in  their  respective
capacities as officers of Parent and any individual who shall hereafter  succeed
to any such office of Parent and each of them  individually,  such Stockholder's
proxy and  attorney-in-fact  (with full power of  substitution),  for and in the
name, place and stead of Stockholder, to vote the Securities, or grant a consent
or approval in respect of the Securities,  in connection with any meeting of the
stockholders of the Company, as specified in Section 6 hereof.

     (b)  Stockholder  represents  that any other  proxies  heretofore  given in
respect of the Existing  Shares are not  irrevocable,  and that such proxies are
hereby revoked.

     (c) Stockholder  understands and acknowledges  that Parent is entering into
the Merger Agreement in reliance upon such Stockholder's  execution and delivery
of this Agreement.  Stockholder  hereby affirms that the  irrevocable  proxy set
forth in this Section 7 is given in connection  with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of  Stockholder  under this  Agreement.  Stockholder  hereby  further
affirms  that the  irrevocable  proxy is coupled with an interest and may not be
revoked under any  circumstances.  Stockholder  hereby ratifies and confirms all
that  such  irrevocable  proxy  may  lawfully  do or cause to be done by  virtue
hereof.  Such  irrevocable  proxy is executed and intended to be  irrevocable in
accordance with the provisions of the Laws of the State of Nevada.

     Section 8. Stop Transfer; Legend.

     (a) Stockholder agrees with, and covenants to, Parent that Stockholder will
not request that the Company register the transfer  (book-entry or otherwise) of
any certificate or uncertificated  interest  representing any of the Securities,
unless such transfer is made in compliance with this Agreement.

     (b) In the event of a stock dividend or distribution,  or any change in the
Company   Common   Stock   by   reason   of  any   stock   dividend,   split-up,
recapitalization, combination, exchange of share or the like other than pursuant
to the Merger, the term "Existing Shares" will be deemed to refer to and include
the shares of the Company  Common Stock as well as all such stock  dividends and
distributions  and  any  shares  into  which  or  for  which  any  or all of the
Securities may be changed or exchanged and appropriate adjustments shall be made
to the terms and provisions of this Agreement.

                                       5
<PAGE>

     (c)  Stockholder  will  promptly  after the date  hereof  surrender  to the
Company all certificates representing the Securities, the Company will place the
following  legend on such  certificates in addition to any other legend required
thereof:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
     ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A VOTING  AGREEMENT,  DATED
     AS OF MARCH 8, 2000,  BY AND AMONG  NETGATEWAY,  INC.,  GALAXY  ACQUISITION
     CORP. AND JOHN J. POELMAN."

     Section 9. Reasonable Best Efforts.  Subject to the terms and conditions of
this  Agreement,  each of the parties hereto agrees to use its  reasonable  best
efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement and the Merger Agreement.  Each party shall promptly consult with
the other and provide any necessary information and material with respect to all
filings  made by such party with any  Governmental  or  Regulatory  Authority in
connection  with this  Agreement and the Merger  Agreement and the  transactions
contemplated hereby and thereby.

     Section 10. Termination.  This Agreement shall terminate on the earliest of
(a) thirty (30) days following the termination of the Merger Agreement  pursuant
to Article  XII  thereof,  (b) the mutual  agreement  of the  parties  hereto to
terminate this Agreement, or (c) the Effective Time.

     Section 11. Miscellaneous.

     (a)  Entire  Agreement.   This  Agreement   (including  the  documents  and
instruments  referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings,  both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.

     (b)  Successors  and  Assigns.  This  Agreement  shall not be  assigned  by
operation of law or  otherwise  without the prior  written  consent of the other
parties hereto.  This Agreement  shall be binding upon,  inure to the benefit of
and  be   enforceable  by  each  party  and  such  party's   respective   heirs,
beneficiaries, executors, representatives and permitted assigns.

     (c) Amendment and Modification. This Agreement may not be amended, altered,
supplemented or otherwise  modified or terminated  except upon the execution and
delivery of a written agreement executed by the parties hereto.

     (d) Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed given if delivered personally,  telecopied (which is
confirmed)  or  sent by an  overnight  courier  service  to the  parties  at the
following  addresses (or at such other address for a party as shall be specified
by like notice):



                                       6
<PAGE>

                  If to Parent or Sub, to:

                  Netgateway, Inc.
                  300 Oceangate, 5th Floor
                  Long Beach, CA 90802
                  Attention: Craig Gatarz, Esq.
                  Facsimile No.: 562-308-0021

                  with a copy to:

                  Nida & Maloney, LLP
                  800 Anacapa Street
                  Santa Barbara, CA 93101
                  Attention: C. Thomas Hopkins, Esq.
                  Telecopy No.: 805-568-1955

                  If to Stockholder, to:

                  John J. Poelman
                  c/o Galaxy Enterprises, Inc.
                  754 East Technology Avenue
                  Orem, Utah  84907
                  Telecopy No.: (801) 228-9762

                  with a copy to:

                  Parsons Behle & Latimer, P.C.
                  One Utah Center
                  201 South Main Street, Suite 1800
                  P.O. Box 45898
                  Salt Lake City, UT  84145-0898
                  Attn: Brent Christensen, Esq.
                  Telecopy: (801) 536-6111

     (e) Severability.  Any term or provision of this Agreement which is held to
be invalid,  illegal or unenforceable in any respect in any jurisdiction  shall,
as to that  jurisdiction,  be  ineffective  to the extent of such  invalidity or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or  enforceability of
any of the terms or provisions of this Agreement in any other  jurisdiction.  If
any  provision  of  this  Agreement  is so  broad  as to be  unenforceable,  the
provision shall be interpreted to be only so broad as is enforceable.

     (f)  Specific  Performance.  Each  of the  parties  hereto  recognizes  and
acknowledges  a breach by it of any  covenants or  agreements  contained in this
Agreement  will cause the other party to sustain  damages for which it would not
have an adequate remedy at law for money, damages, and therefore in the event of
any such breach the aggrieved party shall be entitled to the remedy of specified

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<PAGE>
performance of such covenants and agreements and injunctive and other  equitable
relief in addition to any other remedy to which it may be entitled, at law or in
equity.

     (g) No Waiver. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto with
its obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof,  will not  constitute a waiver by such party of its right
to  exercise  any such or  other  right,  power  or  remedy  or to  demand  such
compliance.

     (h) No Third Party Beneficiaries.  This Agreement is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.

     (i)  Governing  Law.  This  Agreement  shall be governed  and  construed in
accordance  with the laws of the State of  California,  without giving effect to
the principles of conflict of law thereof.

     (j)  Descriptive  Heading.  The  descriptive  headings  used herein are for
reference  purposes  only  and  will  not  affect  in any  way  the  meaning  or
interpretation of this Agreement.

     (k)  Expenses.  All costs and  expenses  incurred in  connection  with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring such expenses.

     (l) Further Assurances. From time to time, at any other party's request and
without further consideration,  each party hereto shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective,  in the most  expeditious  manner
practicable, the transactions contemplated by this Agreement.

     (m) Fiduciary  Duties.  Nothing contained in this Agreement shall be deemed
to apply to or limit or restrict in any manner,  the  obligations of Stockholder
under or with respect to the exercise or discharge of his fiduciary duties as an
officer and director of the Company.  The parties hereto agree that this Section
11(m)  shall not in any way  limit or impair  the  benefits  provided  to Parent
pursuant to this Agreement.

     (n)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

                            [signature page follows]


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<PAGE>
     IN WITNESS WHEREOF, Parent, Sub, and Stockholder have caused this Agreement
to be duly executed as of the day and year first written above.

                                            NETGATEWAY, INC.,
                                            a Delaware corporation



                                            By: ____________________________
                                                  Name:
                                                  Title:


                                            GALAXY ACQUISITION CORP.,
                                            a Delaware corporation


                                            By: ____________________________
                                                   Name:
                                                   Title:


                                            _________________________________
                                            JOHN J. POELMAN,
                                            in his individual capacity