GALAXY ENTERPRISES, INC.

                           AFFILIATE LOCK-UP AGREEMENT


     This AFFILIATE LOCK-UP AGREEMENT  ("Agreement")  dated as of March 9, 2000,
is entered into between Netgateway,  Inc., a Delaware corporation ("Netgateway")
and the  undersigned  officer,  director or  affiliate  ("Affiliate")  of Galaxy
Enterprises, Inc., a Nevada corporation ("Company").

     WHEREAS,  Netgateway and Company have entered into an Agreement and Plan of
Reorganization  dated  March 9, 2000  ("Merger  Agreement")  pursuant to which a
subsidiary  of  Netgateway  will merge  with and into  Company  ("Merger"),  and
Company will become a subsidiary of Netgateway  (capitalized terms not otherwise
defined  herein  shall  have  the  meanings  ascribed  to  them  in  the  Merger
Agreement);

     WHEREAS,  pursuant to the Merger, at the Effective Time outstanding  shares
of Common Stock of the Company  ("Company  Common Stock"),  including all shares
owned by  Affiliate,  will be  converted  into the  right to  receive  shares of
Netgateway Common Stock;

     WHEREAS,  it is intended that the Merger will  constitute a  reorganization
within the meaning of  Section 368(a)  of the  Internal  Revenue Code of 1986 as
amended (the "Code");

     WHEREAS,   it  is  further  intended  that  the  Merger  will  qualify  for
"pooling-of-interests" accounting treatment;

     WHEREAS,  the  execution  and delivery of this  Agreement by Affiliate is a
material inducement to Netgateway to enter into the Merger Agreement; and

     WHEREAS,  Affiliate has been advised that  Affiliate may be deemed to be an
"affiliate"  of Company,  as the term  "affiliate"  is used (i) for  purposes of
paragraphs (c)  and (d) of Rule 145 of the Rules and Regulations (the "Rules and
Regulations") of the Securities and Exchange  Commission (the  "Commission") and
(ii) in the Commission's  Accounting Series Release ("ASR") Nos. 130 and 135, as
amended.

     NOW, THEREFORE,  intending to be legally bound, the parties hereby agree as
follows:

     1.  Acknowledgments  by Affiliate.  Affiliate  acknowledges and understands
that the representations, warranties and covenants by Affiliate set forth herein
will  be  relied  upon  by  Netgateway,   the  Company,   and  their  respective
"affiliates",  counsel and accountants,  and that substantial losses and damages
may be incurred by these persons if Affiliate's  representations,  warranties or
covenants  are not true when given or are breached by  Affiliate.  Affiliate has
carefully  read  this  Agreement  and  the  Merger  Agreement  and  has  had the
opportunity to discuss the  requirements of this Agreement with his professional
advisors who are qualified to advise him with regard to such matters.

<PAGE>

     2.  Covenants  Related to Pooling of Interests.  Notwithstanding  any other
provision hereof to the contrary and in accordance with ASR No. 135,  during the
period  commencing on the date hereof and  continuing  until such date after the
Effective  Time as shall be the first  market  trading  day  following  the date
Netgateway  publishes  financial  results covering at least  thirty (30) days of
combined  operations of  Netgateway  and the Company,  Affiliate  will not sell,
exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or
grant any option,  establish any "short" or put-equivalent position with respect
to or enter into any similar  transaction  (through  derivatives  or  otherwise)
intended to reduce or having the effect, directly or indirectly, of reducing his
risk relative to any shares of Company Common Stock,  or any rights,  options or
warrants to purchase  Company  Common  Stock,  or any  Netgateway  Common  Stock
received by Affiliate in  connection  with the Merger.  For the purposes of this
Agreement,  (i) "Company  Common Stock" shall mean all shares of Company  Common
Stock and any other  securities of the Company held by Affiliate,  including all
securities as to which Affiliate has sole or shared voting or investment  power,
and all rights, options and warrants to acquire shares of capital stock or other
securities  of Company  granted to or held by  Affiliate,  and  (ii) "Netgateway
Common  Stock"  shall  mean all  Netgateway  Common  Stock  that are  issued  by
Netgateway to Affiliate in connection  with the Merger.  Netgateway  may, at its
discretion,  cause a restrictive  legend to the foregoing effect to be placed on
certificates  representing  Netgateway  Common  Stock issued to Affiliate in the
Merger and place a stop transfer  notice  consistent with the foregoing with its
transfer agent with respect to the certificates.

     Notwithstanding  the  foregoing,  Affiliate  shall be  entitled  to sell or
dispose of shares so long as such sale or disposition is in accordance  with ASR
No. 135 and the "de minimis" test set forth in the Commission's Staff Accounting
Bulletin No.  76; provided that Affiliate has first obtained  Netgateway's prior
written  approval of any such proposed sale or disposition.  3.  Representations
and  Warranties  of  Affiliate.  (a)  Affiliate  has full power and authority to
execute  this  Agreement,  to make the  representations  and  warranties  herein
contained and to perform Affiliate's obligations hereunder. (b) Affiliate is the
beneficial owner of the Company Common Stock (including any shares issuable upon
exercise of granted  options) set forth on the signature  page below and did not
acquire any of such Company  Common Stock in  contemplation  of the Merger.  (c)
Affiliate  has not engaged in any sale or other  transfer of any Company  Common
Stock   (including   shares  issuable  upon  exercise  of  granted  options)  in
contemplation of the Merger.

4.  Miscellaneous.

     (a) For the  convenience  of the  parties  hereto,  this  Agreement  may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same document.

     (b) This Agreement  shall be enforceable by, and shall inure to the benefit
of and be binding upon, the parties hereto and their  respective  successors and
assigns. As used herein, the term "successors and assigns" shall mean, where the
context so permits,  heirs,  executors,  administrators,  trustees and successor
trustees,  and personal and other  representatives.


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<PAGE>

     (c) This  Agreement  shall be governed by and  construed,  interpreted  and
enforced in accordance with the internal laws of the State of California.

     (d) If a court of competent  jurisdiction  determines that any provision of
this  Agreement is not  enforceable  or  enforceable  only if limited in time or
scope,  this  Agreement  shall  continue  in full  force  and  effect  with such
provision stricken or so limited.

     (e) Counsel to the parties and the  independent  accountants  of Netgateway
and the Company  shall be entitled to rely upon this  Agreement as  appropriate.

     (f) This Agreement shall not be modified or amended, or any right hereunder
waived or any obligation  excused,  except by a written agreement signed by both
parties.

     (g) This  Affiliate  Agreement  shall be terminated and of no further force
and effect upon termination of the Merger Agreement pursuant to its terms.



               [Remainder of this page intentionally left blank.]


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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth on the first page of this Agreement.


                                    NETGATEWAY, INC.


                                    By:______________________________
                                        Title:


                                    AFFILIATE



                                    Name of Affiliate:

                                    Name of Signatory (if different from name of
                                    Affiliate):

                                    Title of Signatory
                                    (if applicable):


                                     Company shares beneficially owned:

                                     _______________ shares of Common Stock

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<PAGE>
                SCHEDULE OF OMITTED AFFILIATE LOCK-UP AGREEMENT


Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among  John J.
Poelman and Netgateway, Inc.

Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among  Brandon
Lewis and Netgateway, Inc.

Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among
Frank C. Heyman and Netgateway, Inc.

Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among
Robert Green and Netgateway, Inc.

Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among
David Wise and Netgateway, Inc.

Affiliate  Lock-Up  Agreement  dated as of March 10,  2000 by and among
Benjamin Roberts and Netgateway, Inc.