STOCK OPTION AGREEMENT

     STOCK OPTION AGREEMENT (the "Agreement"), dated as of March 9, 2000, by and
between Netgateway,  Inc., a Delaware corporation ("Parent") and John J. Poelman
("Stockholder").

         WITNESSETH:

     WHEREAS,  concurrently  with the execution and delivery of this  Agreement,
Parent,  Galaxy Acquisition Corp., a Delaware  corporation  ("Sub"),  and Galaxy
Enterprises,  Inc., a Nevada  corporation  (the  "Company") are entering into an
Agreement  and  Plan  of  Merger,  dated  as of the  date  hereof  (the  "Merger
Agreement"), which provides that, among other things, upon the terms and subject
to the  conditions  thereof,  Sub will be merged with and into the Company  (the
"Merger"), with the Company continuing as the surviving corporation; and

     WHEREAS,  as of the date hereof,  Stockholder  is the record and beneficial
owner of 980,213  shares of the Company Common Stock owned  beneficially  and of
record by  Stockholder  as of the date  hereof  ("Stockholder's  Shares") of the
common stock, $0.07 par value, of the Company (the "Company Common Stock"); and

     WHEREAS,  as a condition and  inducement to Parent's  willingness  to enter
into the Merger  Agreement,  Parent has required  that  Stockholder  agree,  and
Stockholder  has so  agreed,  to grant to Parent an option  with  respect to the
Stockholder's  Shares on the  terms  and  subject  to the  conditions  set forth
herein.

     NOW, THEREFORE, to induce Parent and Sub to enter into the Merger Agreement
and  in  consideration  of  the  representations,   warranties,   covenants  and
agreements  set forth  herein and in the Merger  Agreement,  the parties  hereto
intending to be legally bound,  hereby agree as follows.  Capitalized terms used
herein but not defined  herein  shall have the  meanings set forth in the Merger
Agreement.

     1. GRANT OF OPTION.  Stockholder hereby grants Parent an irrevocable option
(the "Option") to purchase the Stockholder's  Shares on the terms and subject to
the conditions set forth below.

     2. EXERCISE OF OPTION.

     (a) Exercise.  At any time or from time to time prior to the termination of
the Option  granted  hereunder in accordance  with the terms of this  Agreement,
Parent  (or a  wholly-owned  subsidiary  of Parent  designated  by  Parent)  may
exercise the Option,  in whole or in part,  if on or after the date hereof,  the
events  described in Section 11.02(b) of the Merger Agreement that would require
the  Company to pay  Parent the  Termination  Fee set forth  therein  shall have
occurred.

     The event  described in the preceding  sentence shall be referred to herein
as a "Trigger Event." Stockholder shall notify Parent promptly in writing of the


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occurrence of any Trigger Event;  however,  such notice shall not be a condition
to the right of Parent to exercise the Option.

     (b) Exercise Procedure.  In the event Parent wishes to exercise the Option,
Parent shall deliver to  Stockholder  and Company a written notice (an "Exercise
Notice")  specifying the total number of the  Stockholder's  Shares it wishes to
purchase.  To the extent  permitted by law and the Articles of  Incorporation of
the Company and provided  that the  conditions  set forth in Section 4 hereof to
Stockholder's obligation to deliver the Stockholder's Shares to Parent hereunder
have been  satisfied  or waived,  Parent  shall,  upon  delivery of the Exercise
Notice and tender of the applicable  aggregate  Exercise  Price,  immediately be
deemed to be the holder of record of the Stockholder's Shares, transferable upon
such  exercise,  notwithstanding  that the stock  transfer  books of the Company
shall  then be  closed  or that  certificates  representing  such  shares of the
Company  Common Stock shall not heretofore  have been delivered to Parent.  Each
closing of a purchase of the Stockholder's Shares (a "Closing") shall occur at a
place,  on a date and at a time  designated  by  Parent  in an  Exercise  Notice
delivered at least two business days prior to the date of the Closing.

     (c) Termination of the Option.  The Option shall terminate upon the earlier
of: (i) the Effective Time of the Merger; or (ii) thirty (30) days following the
termination  of  the  Merger  Agreement   pursuant  to  Section  11.01  thereof.
Notwithstanding  the  foregoing,  if the Option cannot be exercised by reason of
any applicable  judgment,  decree,  order,  law or regulation,  the Option shall
remain  exercisable and shall not terminate until the earlier of (x) the date on
which such impediment shall become final and not subject to appeal, and (y) 5:00
p.m.  Pacific  Standard  Time,  on the tenth  (10th)  business  day  after  such
impediment  shall have been  removed.  Notwithstanding  the  termination  of the
Option,  Parent shall been  entitled to purchase the  Stockholder's  Shares with
respect to which Parent had exercised the Option prior to such termination.

     (d)  Exercise  Price.  The  purchase  price per share of the  Stockholder's
Shares (the "Exercise  Price") shall be equal to the product of (i) the Exchange
Ratio and (ii) the average closing price of one share of Parent Common Stock for
the twenty (20) most recent days that Parent  Common Stock has traded  ending on
the trading day ending one day prior to the date hereof.

     3.  CONDITIONS TO CLOSING.  The  obligation of  Stockholder  to deliver the
Stockholder's  Shares to Parent  hereunder is subject to the conditions that (i)
all  consents,   approvals,  orders  or  authorizations  of,  or  registrations,
declarations or filings with, any federal,  state or local administrative agency
or  commission  or  other  federal  state  or local  governmental  authority  or
instrumentality,  if any,  required  in  connection  with  the  delivery  of the
Stockholder's  Shares and the  acquisition  of such  shares by Parent  hereunder
shall have been obtained or made, as the case may be; and (ii) no preliminary or
permanent  injunction  or other  order by any  court of  competent  jurisdiction
prohibiting or otherwise restraining such issuance shall be in effect.

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     4. CLOSING. At any Closing,

     (a) Stockholder shall cause to be delivered to Parent a single  certificate
in definitive form representing the number of Stockholder's Shares designated by
Parent in its Exercise Notice,  such certificate to be registered in the name of
Parent and to bear the legend set forth in Section 11 hereof;

     (b)  Parent  shall  deliver  to  Stockholder  the  aggregate  price for the
Stockholder's  Shares so  designated  and being  purchased  by wire  transfer of
immediately  available funds to the account or accounts  specified in writing by
Stockholder; and

     (c) at any Closing at which Parent is exercising the Option in part, Parent
shall present and surrender this Agreement to Stockholder, and Stockholder shall
deliver  to  Parent  an  executed  new  agreement  with the  same  terms as this
Agreement evincing the right to purchase the balance of the Stockholder's Shares
purchasable hereunder.

     5.  REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.  Stockholder  represents
and warrants to Parent that:

     (a)  Ownership  of Shares.  Stockholder  is the sole record and  Beneficial
Owner of the Stockholder's  Shares. On the date hereof, the Stockholder's 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  herein  (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
Stockholder's 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


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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.

     (d)  No   Encumbrance.   Except  as  permitted  by  this   Agreement,   the
Stockholder's  Shares are now and, at all times during the term hereof, 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. Upon delivery of the Stockholder's Shares to Parent
upon the exercise of the Option,  Parent will acquire the  Stockholder's  Shares
free  and  clear  of all  claims,  liens,  charges,  encumbrances  and  security
interests of any nature whatsoever;

     (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.

     6. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants
to the Company that:

     (a) Parent is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware and has the corporate power and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder;

     (b)  the  execution  and  delivery  of this  Agreement  by  Parent  and the
consummation by Parent of the  transactions  contemplated  hereby have been duly
authorized by all necessary  corporate action on the part of Parent and no other
corporate  proceedings  on the part of Parent are  necessary to  authorize  this
Agreement or any of the transactions contemplated hereby;

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     (c) this  Agreement  has been duly  executed  and  delivered  by Parent and
constitutes  a valid and  binding  obligation  of  Parent,  and,  assuming  this
Agreement  constitutes  a  valid  and  binding  obligation  of the  Company,  is
enforceable   against   Parent  in   accordance   with  its  terms,   except  as
enforceability  may be limited by bankruptcy and other laws affecting the rights
and remedies of creditors generally and general principles of equity;

     (d) the  execution  and delivery of this  Agreement by Parent does not, and
the  performance of this  Agreement by Parent will not,  result in any Violation
pursuant to, (A) any provision of the Certificate of Incorporation or By-laws of
Parent, (B) any provisions of any mortgage,  indenture, lease, contract or other
agreement,  instrument,  permit,  concession,  franchise,  or license or (C) any
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to Parent or its properties or assets,  which Violation,  in the case of each of
clauses (B)and (C), would have a material adverse effect on Parent;

     (e) except as may be required under the  Securities  Act, the execution and
delivery of this  Agreement  by Parent  does not,  and the  performance  of this
Agreement by Parent will not,  require any consent,  approval,  authorization or
permit of, or filing with or  notification  to, any  governmental  or regulatory
authority;

     (f) any shares of the Company Common Stock acquired by Parent upon exercise
of the Option will be acquired for Parent's own account, for investment purposes
only and will not be,  and the Option is not being,  acquired  by Parent  with a
view  to the  public  distribution  thereof,  in  violation  of  any  applicable
provision of the Securities Act.

     7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any change in
the Company Common Stock by reason of stock dividends,  splitups, mergers (other
than the  Merger),  recapitalizations,  combinations,  exchange of shares or the
like, the type and number of shares or securities subject to the Option, and the
purchase  price per share  provided in Section  2(d)  hereof,  shall be adjusted
appropriately  so that Parent shall  receive,  upon exercise of the Option,  the
number and class of shares or other  securities  or property  that Parent  would
have  received  in respect of the  Company  Common  Stock if the Option had been
exercised  immediately  prior to such  event or the  record  date  therefor,  as
applicable.

     8.  RESTRICTIVE  LEGENDS.  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 STOCK
          OPTION AGREEMENT,  DATED AS OF MARCH 8, 2000, BY AND AMONG NETGATEWAY,
          INC., AND JOHN J. POELMAN."

     9. BINDING EFFECT; NO ASSIGNMENT.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns.  Except as expressly provided for in this Agreement,  neither


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this  Agreement  nor the rights or the  obligations  of either  party hereto are
assignable, except by operation of law, or with the written consent of the other
party.  Nothing contained in this Agreement,  express or implied, is intended to
confer  upon any person  other  than the  parties  hereto  and their  respective
permitted  assigns any rights or remedies of any nature  whatsoever by reason of
this Agreement.

     10. SPECIFIC  PERFORMANCE.  The parties recognize and agree that if for any
reason any of the  provisions of this  Agreement are not performed in accordance
with their specific terms or are otherwise  breached,  immediate and irreparable
harm or injury would be caused for which money  damages would not be an adequate
remedy. Accordingly,  each party agrees that, in addition to other remedies, the
other party shall be entitled to an  injunction  restraining  any  violation  or
threatened violation of the provisions of this Agreement.  In the event that any
action should be brought in equity to enforce the provisions of this  Agreement,
neither party will allege, and each party hereby waives the defense,  that there
is adequate remedy at law.

     11. ENTIRE AGREEMENT.  This Agreement,  the Merger Agreement, and the other
Ancillary  Agreements  constitute  the entire  agreement  among the parties with
respect to the subject  matter hereof and  supersede all other prior  agreements
and understandings, both written and oral, among the parties or any of them with
respect to the subject matter hereof.

     12. FURTHER ASSURANCE. Each party will execute and deliver all such further
documents and  instruments  and take all such further action as may be necessary
in order to consummate the transactions contemplated hereby.

     13. VALIDITY.  The invalidity or  unenforceability of any provision of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  the  other
provisions of this  Agreement,  which shall remain in full force and effect.  In
the event any court or other  competent  authority  holds any  provision of this
Agreement to be null, void or unenforceable,  the parties hereto shall negotiate
in good faith the  execution  and delivery of an amendment to this  Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law, the
intent of the parties hereto with respect to such  provision.  Each party agrees
that,  should any court or other competent  authority hold any provision of this
Agreement or part hereof to be null, void or  unenforceable,  or order any party
to take any  action  inconsistent  herewith,  or not take  any  action  required
herein,  the other party shall not be entitled to specific  performance  of such
provision or part hereof or to any other  remedy,  including  but not limited to
money damages,  for breach hereof or of any other provision of this Agreement or
part hereof as the result of such holding or order.

     14. NOTICES.  Any notice or communication  required or permitted  hereunder
shall be in writing and either delivered  personally,  telegraphed or telecopied
or sent by certified or registered mail, postage prepaid, and shall be deemed to
be given,  dated and  received  when so  delivered  personally,  telegraphed  or
telecopied  or, if mailed,  five  business days after the date of mailing to the
following  address or facsimile number, or to such other address or addresses as
such person may subsequently designate by notice given hereunder.

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                  (a)      if to Parent, to:

                           Netgateway, Inc.
                           300 Oceangate, 5th Floor
                           Long Beach, CA 90802
                           Attn: Craig Gatarz, Esq.
                           Fax:  (562) 308-0021

                           with a copy to:

                           Nida & Maloney, LLP
                           800 Anacapa Street
                           Santa Barbara, California 93101
                           Attention: C. Thomas Hopkins, Esq.
                           Facsimile No.: (805) 568-1955

                  (b)      if to Stockholder, to:

                           John J. Poelman
                           c/o Galaxy Enterprises, Inc
                           754 East Technology Avenue
                           Orem, Utah  84907
                           Facsimile: (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.
                           Fax: (801) 536-6111

     15.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of  California,  without giving effect to
the principles of conflicts of law thereof.

     16. DESCRIPTIVE HEADINGS.  The descriptive headings herein are inserted for
convenience  of  reference  only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

     17.   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,
taken together, shall constitute one and the same instrument.

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     18.  EXPENSES.  Except as  otherwise  expressly  provided  herein or in the
Merger  Agreement,  all costs  and  expenses  incurred  in  connection  with the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses.

     19. AMENDMENTS; WAIVER. This Agreement may be amended by the parties hereto
and the terms and  conditions  hereof  may be waived  only by an  instrument  in
writing  signed on behalf of each of the  parties  hereto,  or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.

     20. 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
20 shall not in any way limit or impair the benefits provided to Parent pursuant
to this Agreement.

                            [signature page follows]

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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective duly authorized officers as of the date first above
written.

                                       NETGATEWAY, INC.,
                                       a Delaware corporation


                                       By:___________________________________
                                            Name:
                                            Title:



                                       ______________________________________
                                       JOHN J. POELMAN,
                                       in his individual capacity