EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT is entered into by __________________________, a
_______ corporation  (the  "Employer")  and a  wholly-owned  subsidiary  of  the
Netgateway,  Inc., a Delaware  corporation (the "Company"),  and _______________
(the "Employee"), and is dated effective as of the Effective Time (as defined in
that certain  Agreement and Plan of Merger among the  Employer,  the Company and
Galaxy  Acquisition Corp., a Delaware  corporation  ("GAC") dated March 10, 2000
(the "Merger  Agreement"))  of the merger of GAC with and into the Employer (the
"Merger").

     Employer desires to retain the Employee to supply services to the Employer,
and the Employee  desires to provide the services to the Employer,  on the terms
and subject to the conditions set forth in this Agreement.

     In  consideration  of (i) the  Employee's  agreement to supply the services
under  this  Agreement  and (ii) the  mutual  agreements  set forth  below,  the
sufficiency of which is hereby acknowledged, the Employer and the Employee agree
as follows:

     1. Services; Term.

     (a) The Employer  hereby  employs the  Employee,  and the  Employee  hereby
agrees to be employed by the  Employer,  as _________ of the  Employer,  and the
Employee  will use his best  efforts to perform  services  for the  Employer  in
accordance with  directions  given to Employee from time to time by the Board of
Directors of the Employer (the "Board").

     (b) The Employee shall  participate in the operation of the business of the
Employer   (the   "Business"),   and   assume   and   perform   all  duties  and
responsibilities consistent with his title and position (the "Services") as from
time to time requested by the Employer.

     (c) The  Employee  shall  be  employed  for the  period  commencing  on the
effective date of this Agreement (the "Effective Date") and ending on the second
anniversary  of the Effective  Date,  unless sooner  terminated  pursuant to the
provisions of this Agreement  (such period being referred to as the  "Employment
Period").  If the Merger is not  consummated  pursuant to the Merger  Agreement,
this Agreement shall be of no force and effect.

     2.  Performance  by Employee.  During the Employment  Period,  the Employee
shall devote all of his business time,  attention,  knowledge and skills to, and
use his best efforts to perform, the Services and shall promote the interests of
the Employer in carrying out the Services. Other than the restrictions contained
in  Sections  5 and 6 of this  Agreement,  nothing  herein  shall be  deemed  to
preclude the Employee from  continuing to serve on the board of directors of any
business  corporation or any charitable  organization on which he now serves or,

<PAGE>

subject  to the prior  approval  of the Board,  from  accepting  appointment  to
additional boards of directors,  provided that such activities do not materially
interfere with the performance of Employee's duties hereunder.

     3. Compensation and Benefits. During the Employment Period:

     (a) Base Compensation. As compensation for the Services, the Employer shall
pay  Employee an annual  base  salary at the rate of  $_______  per year or such
higher amount as the Employer's  Compensation  Committee (the  "Committee")  may
from time to time determine (the "Base Salary"),  payable in accordance with the
Employer's  payroll  practices.  The Base  Salary  shall be  increased  (but not
decreased,  unless a change in job duties substantiates a decrease in salary and
such decrease is approved by the Employee's manager or direct superior) for cost
of living adjustments,  and subject to discretionary increase (or decrease, if a
change in job duties  substantiates  a decrease in salary),  as determined by an
annual review by the Committee on or prior to each  anniversary of the Effective
Date.

     (b) Cash  Bonuses.  In the event that  Employee  shall be  employed  by the
Employer on September  1, 2000,  Employee  shall be entitled to a one-time  cash
bonus of $______.  In addition,  for each  calendar  year during the  Employment
Period,  Employee  shall be entitled to  participate in any annual bonus plan of
the  Employer  and to receive an annual  performance  bonus from the Employer in
accordance with the terms thereof.

     (c)  Stock  Options.  The  Employee  has  been or will be  granted  options
pursuant to the  Company's  1999 Stock  Option Plan for Senior  Executives  (the
"Options") to purchase up to ______ shares of the common stock,  par value $.001
per share, of the Company,  on terms and conditions to be embodied in a separate
agreement  between the  Employer  and the  Employee to be entered into as of the
date  of  the  closing  of  the  merger   between  the  Company  and   Employer,
substantially in the form annexed hereto as Exhibit A (the "Option Agreement").

     (d) Benefit Plans.  The Employee shall be entitled to receive benefits from
the Employer  consistent with those in effect for the Employer's  employees,  as
those  benefits  are revised  from time to time by the Board of Directors of the
Employer.  Except as specifically  provided in this Section 3, nothing contained
herein is intended to require the Employer to maintain any existing  benefits or
create any new benefits.

     (e) Vacations and Holidays.  The Employee shall be entitled to vacation and
paid holidays in accordance with the Employer's policy.

     4. Termination.

     (a) Death or Disability. If the Employee dies during the Employment Period,
the Employment Period shall terminate as of the date of the Employee's death. If


                                       2
<PAGE>

the Employee becomes unable to perform the Services for 180 consecutive days due
to a physical or mental disability,  (i) the Employer may elect to terminate the
Employment  Period any time  thereafter,  and (ii) the  Employment  Period shall
terminate as of the date of such election.  All disabilities  shall be certified
by a physician acceptable to both the Employer and the Employee, or, in case the
Employer and the Employee cannot agree upon a physician  within 15 days, then by
a physician  selected by  physicians  designated by each of the Employer and the
Employee.  The Employee's failure to submit to any physical  examination by such
physician after such physician has given reasonable notice of the time and place
of such examination shall be conclusive evidence of the Employee's  inability to
perform his duties hereunder.

     (b) Cause. The Employer, at its option, may terminate the Employment Period
and all of the  obligations of the Employer under this Agreement for Cause.  The
Employer shall have "Cause" to terminate the Employee's  employment hereunder in
the  event  of (i) the  Employee's  conviction  of,  or plea of  guilty  or nolo
contendere to a felony,  (ii) the Employee's gross negligence in the performance
of the Services,  which is not  corrected  within 15 business days after written
notice,  (iii) the  Employee's  knowingly  dishonest  act,  knowing bad faith or
willful  misconduct,  or a  violation  of  Company  or  Employer  policy  in the
performance  of the  Services  to the  material  detriment  of  the  Company  or
Employer,  or (iv) the Employee's other material breach of his obligations under
this  Agreement,  which is not  corrected  within a  reasonable  period  of time
(determined in light of the cure appropriate to such material breach,  but in no
event less than 15 business days) after written notice.

     (c)  Without  Cause.  The  Employer,  at  its  option,  may  terminate  the
Employment  Period  without  Cause at any time or the  Employee  may in any time
elect to terminate  this  Agreement,  in each case upon 30 days advance  written
notice.

     (d)  Termination  by Employee for Good Reason.  The Employee may  terminate
this Agreement upon 60 days prior written notice to the Employer for Good Reason
(as  defined  below) if the basis  for such  Good  Reason is not cured  within a
reasonable  period of time  (determined in light of the cure  appropriate to the
basis of such Good Reason, but in no event less than 15 business days) after the
Employer receives written notice specifying the basis of such Good Reason. "Good
Reason" shall mean (i) the failure of the Employer to pay any undisputed  amount
due under this  Agreement;  (ii) a substantial  diminution in benefits  provided
under this Agreement (which shall not include any decrease in salary approved in
accordance with Section 3(a) hereof); or (iii) the Employer's material breach of
its obligations under this Agreement.

     (e) Without Good Reason.  The  Employee,  at his option,  may terminate the
Employment  Period without Good Reason at any time upon 30 days advance  written
notice.

     (f)  Payments  in the Event of  Termination.  Upon the  termination  of the
Employment Period by reason of death or disability, by the Employee without Good


                                       3
<PAGE>

Reason, or by the Employer for Cause, the Employer shall pay to the Employee, or
his estate,  as the case may be, the Base Salary and Performance Bonus earned to
the date of death or termination for disability or Cause, or date of termination
by the  Employee,  as the case may be. In addition,  all vested and  unexercised
Options shall remain  exercisable by the Employee for a period of 365 days. Upon
the termination of the Employment Period by the Employer without Cause or by the
Employee  for Good Reason,  the Employer  shall pay to the Employee (A) the Base
Salary and Performance Bonus earned to the date of such termination,  and (B) an
additional  amount  in a lump sum in cash  equal to the  lesser  of (x) the Base
Salary at the time of  termination  for a period of six months;  or (y) the Base
Salary at the time of  termination  for a period  beginning  on the date of such
termination  and ending on the date that the Employment  Period would have ended
pursuant  to  this  Agreement  had  there  been  no  termination  of  Employee's
employment.  In addition,  all vested and  unexercised  Options shall become and
remain  exercisable  by the Employee  until the  expiration  date of the Options
pursuant to the Option Agreement.

     (f)  Termination  of  Obligations.  In  the  event  of  termination  of the
Employment  Period in  accordance  with this Section 4, all  obligations  of the
Employer and the Employee under this Agreement shall  terminate,  except for any
amounts  payable by the Employer as  specifically  set forth in Sections 4(f) of
this Agreement; provided, however, that notwithstanding anything to the contrary
in this Agreement,  the provisions of Section 5 and Section 6 shall survive such
termination  in  accordance  with  their  respective  terms,  and  the  relevant
provisions  of Section 7 shall  survive such  termination  indefinitely.  In the
event of termination of the Employment Period in accordance with this Section 4,
the Employee agrees to cooperate with the Employer in order to ensure an orderly
transfer of the Employee's duties and responsibilities.

     5. Confidentiality; Non-Disclosure.

     (a)  Except as  provided  in this  Section  5(a),  the  Employee  shall not
disclose any  confidential  or  proprietary  information  of the Company and the
Employer  or  of  their   affiliates  or  subsidiaries  to  any  person,   firm,
corporation,  association or other entity (other than the Company, the Employer,
their subsidiaries, officers or Employees, attorneys, accountants, bank lenders,
agents,  advisors  or  representatives   thereof)  for  any  reason  or  purpose
whatsoever (other than in the normal course of business on a need-to-know  basis
after the Company or the Employer has received  assurances that the confidential
or proprietary  information shall be kept confidential),  nor shall the Employee
make  use of any  such  confidential  or  proprietary  information  for  his own
purposes or for the benefit of any person,  firm,  corporation  or other entity,
except the Company and the  Employer.  As used in this  Section  5(a),  the term
"confidential  or proprietary  information"  means all  information  which is or
becomes  known to the  Employee  and relates to matters  such as trade  secrets,
research  and  development  activities,  new or  prospective  lines of  business
(including  analysis and market research relating to potential  expansion of the
business),   books  and  records,  financial  data,  customer  lists,  marketing
techniques,  financing,  credit policies,  vendor lists,  suppliers,  purchases,
potential business  combinations,  services procedures,  pricing information and


                                       4
<PAGE>

private  processes as they may exist from time to time;  provided  that the term
"confidential or proprietary  information" shall not include information that is
or  become  generally  available  to the  public  (other  than as a result  of a
disclosure  in  violation  of this  Agreement by the Employee or by a person who
received such information from the Employee in violation of this Agreement).

     (b) If the  Employee  is  requested  or (in  the  opinion  of his  counsel)
required by law or judicial  order to disclose any  confidential  or proprietary
information, the Employee shall provide the Company and the Employer with prompt
notice of any such  request or  requirement  so that the Company or the Employer
may seek an appropriate  protective order or waiver of the Employe's compliance
with the provisions of Section 5(a). The Employee will not oppose any reasonable
action by, and will  cooperate  with,  the Company or the  Employer to obtain an
appropriate  protective  order or other  reliable  assurance  that  confidential
treatment  will be accorded the  confidential  or proprietary  information.  If,
failing the entry of a protective order or the receipt of a waiver hereunder, he
is, in the opinion of his counsel, compelled by law to disclose a portion of the
confidential  or  proprietary  information,  the  Employee  may  disclose to the
relevant  tribunal  without  liability   hereunder  only  that  portion  of  the
confidential or proprietary information which counsel advises the Employee he is
legally required to disclose,  and each of the parties hereto agrees to exercise
such party's best efforts to obtain assurance that  confidential  treatment will
be accorded such confidential or proprietary information.  During the Employment
Period,  and for matters arising from events or  circumstances  occurring during
the Employment Period, the Company and the Employer will provide for the defense
of matters arising under this provision.

     6. Non-Solicitation.  The Employee agrees that he shall not, during and for
the period  commencing on the Effective  Date and ending on the date that is one
year after the termination of the Employment  Period, for any reason whatsoever,
either individually or as an officer, director,  stockholder,  partner, agent or
principal of another  business  firm,  induce any  Employee of the Company,  the
Employer or any of their  affiliates or  subsidiaries to terminate such person's
employment  with the Company,  the Employer or such  affiliate or  subsidiary or
hire any Employee of the Company,  the  Employer or any of their  affiliates  to
work  with  any  business  affiliated  with  the  Employee,  provided,  that the
provisions  of this  Section 6 shall not apply in the event that the  Company or
the Employer materially breaches its obligations under this Agreement.

     7. General Provisions

     (a) Enforceability.  It is the desire and intent of the parties hereto that
the  provisions  of this  Agreement  shall be  enforced  to the  fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which enforcement is sought. Accordingly, although the Employee and the Employer
consider the  restrictions  contained in this Agreement to be reasonable for the
purpose of preserving  the Employer's  goodwill and  proprietary  right,  if any
particular  provision of this  Agreement  shall be  adjudicated to be invalid or


                                       5
<PAGE>

unenforceable,  such provision  shall be deemed amended to delete  therefrom the
portion thus adjudicated to be invalid or unenforceable,  such deletion to apply
only  with  respect  to the  operation  of  such  provision  in  the  particular
jurisdiction in which such adjudication is made. It is expressly  understood and
agreed that  although the Employer  and the Employee  consider the  restrictions
contained in Section 6 to be reasonable,  if a final  determination is made by a
court  of  competent  jurisdiction  that  the  time or  territory  or any  other
restriction  contained in this Agreement is unenforceable  against the Employee,
the  provisions of this  Agreement  shall be deemed  amended to apply as to such
maximum  time  and  territory  and to such  maximum  extent  as such  court  may
judicially determine or indicate to be enforceable.

     (b) Remedies. The parties acknowledge that the Company's and the Employer's
damages at law would be an  inadequate  remedy for the breach by the Employee of
any  provision  of Section 5 or Section 6, and agree in the event of such breach
that the Company or the Employer may obtain  temporary and permanent  injunctive
relief restraining the Employee from such breach, and, to the extent permissible
under the applicable statutes and rules of procedure, a temporary injunction may
be granted immediately upon the commencement of any such suit. Nothing contained
herein  shall be  construed  as  prohibiting  the Company or the  Employer  from
pursuing  any  other  remedies  available  at law or equity  for such  breach or
threatened breach of Section 5 or Section 6 of this Agreement.

     (c)  Withholding.  The  Employer  shall  withhold  such  amounts  from  any
compensation or other benefits  referred to herein as payable to the Employee on
account of payroll  and other  taxes as may be  required  by  applicable  law or
regulation of any governmental authority.

     (d) Assignment;  Benefit.  This Agreement is personal in its nature and the
parties hereto shall not,  without the written  consent of the other,  assign or
transfer this  Agreement or any rights or obligations  hereunder;  provided that
the provisions  hereof shall inure to the benefit of, and be binding upon,  each
successor  of the Company and the  Employer,  whether by merger,  consolidation,
transfer of all or substantially all of its assets, or otherwise.

     (e)  Indemnity.  The  Employer  hereby  agrees  to  indemnify  and hold the
Employee  harmless  consistent  with the  Employer's  policy against any and all
liabilities,  expenses (including reasonable attorneys' fees and costs), claims,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred  in  connection  with  any  proceeding  arising  out of the  Employee's
employment  with  the  Employer  (whether  civil,  criminal,  administrative  or
investigative,  other than  proceedings by or in the right of the Company or the
Employer),  if with  respect  to the  actions  at  issue in the  proceeding  the
Employee acted in good faith and in a manner Employee  reasonably believed to be
in, or not opposed to, the best  interests of the Company and the Employer,  and
(with  respect  to any  criminal  action)  Employee  had no  reason  to  believe
Employee's  conduct was unlawful.  Said  indemnification  arrangement  shall (i)
survive the termination of this Agreement,  (ii) apply to any and all qualifying
acts of the  Employee  which have taken place  during any period in which he was


                                       6
<PAGE>

employed by the Employer, irrespective of the date of this Agreement or the term
hereof, including, but not limited to, any and all qualifying acts as an officer
and/or  director of any affiliate while the Employee is employed by the Employer
and  (iii)  be  subject  to any  limitations  imposed  from  time to time  under
applicable law.

     (f)  Notices.  All notices or other  communications  which are  required or
permitted  hereunder shall be in writing and sufficient if delivered  personally
or sent by  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested, sent by overnight courier, or sent by facsimile (with confirmation of
receipt), addressed as follows:

                  If to the Employer:

                                    Galaxy Enterprises, Inc.
                                    754 E. Technology Avenue
                                    Orem, Utah 84097
                                    Attention:  General Counsel
                                    Facsimile:  801-228-9762

                  With copies to:

                                    Netgateway, Inc.
                                    300 Oceangate
                                    Long Beach, CA 90802
                                    Attention:  General Counsel
                                    Facsimile:  562-308-0021

                                    Nida & Maloney LLP
                                    800 Anacapa Street
                                    Santa Barbara, CA  93101
                                    Attention:  C. Thomas Hopkins, Esq.
                                    Facsimile:  805-568-1955

                  If to the Employee:

                                    _________________________
                                    _________________________
                                    _________________________
                                    _________________________
                                    Fax: ____________________

or at such  other  address  as the party to whom  notice is to be given may have
furnished to the other party in writing in accordance  herewith.  If such notice
or  communication  is mailed,  such  communication  shall be deemed to have been
given on the fifth  business day following the date on which such  communication
is posted.

                                       7
<PAGE>

     (g) Dispute  Resolution;  Attorneys'  Fees.  The  Employer and the Employee
agree  that any  dispute  arising  as to the  parties'  rights  and  obligations
hereunder shall be resolved by binding  arbitration before a private judge to be
determined  by mutually  agreeable  means.  In such event,  the Employer and the
Employee  shall have the right to full  discovery.  The Employee  shall have the
right, in addition to any other relief granted by such arbitrator, to attorneys'
fees in the  event  that a claim  brought  by the  Employee  is  decided  in the
Employee's  favor (with the amount of such fees being limited to those  expended
defending the claim or claims decided in favor of the Employee). Any judgment by
such  arbitrator  may be  entered  into any  court  with  jurisdiction  over the
dispute.

     (h)  Acknowledgment.  Employee  acknowledges  that he has been  advised  by
Employer to seek the advice of independent  counsel prior to reaching  agreement
with Employer or any of the terms of this Agreement.

     (i) Amendments and Waivers.  No modification,  amendment or waiver,  of any
provision  of, or consent  required by, this  Agreement,  nor any consent to any
departure herefrom, shall be effective unless it is in writing and signed by the
parties  hereto.  Such  modification,  amendment,  waiver  or  consent  shall be
effective only in the specific instance and for the purpose for which given.

     (j) Descriptive Headings; Certain Interpretations. Descriptive headings are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.

     (k) Counterparts;  Entire Agreement.  This Agreement may be executed in any
number of counterparts,  and each such counterpart  hereof shall be deemed to be
an original instrument,  but all such counterparts together shall constitute one
agreement.  This Agreement  contains the entire agreement among the parties with
respect to the  transactions  contemplated  by this  Agreement and supersede all
prior  agreements  or  understandings  among the  parties  with  respect  to the
Employee's employment by the Employer.

     (l)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

     (m) CONSENT TO  JURISDICTION.  EACH OF THE  COMPANY,  THE  EMPLOYER AND THE
EMPLOYEE  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  SUBMITS  TO  THE  EXCLUSIVE
JURISDICTION  OF THE UNITED STATES  DISTRICT COURT LOCATED IN LOS ANGELES COUNTY
FOR  PURPOSES  OF ALL  LEGAL  PROCEEDINGS  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED  HEREBY, AND THE EMPLOYEE AGREES NOT
TO COMMENCE ANY LEGAL PROCEEDING  RELATING THERETO EXCEPT IN SUCH COURT. EACH OF
THE COMPANY,  THE EMPLOYER AND THE EMPLOYEE  IRREVOCABLY  WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH HE MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT  ANY  SUCH  PROCEEDING  BROUGHT  IN SUCH A COURT  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT FORUM.

                            [Signature page follows.]

                                       8
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.


                                      GALAXY ENTERPRISES, INC.


                                      By:  ______________________________
                                            John J. Poelman,
                                            President



                                      ____________________________________
                                      Name:


<PAGE>
                         SCHEDULE OF OMITTED DOCUMENTS

Employment  Agreement  dated as of March 10, 2000,  by and among John J. Poelman
and Galaxy Enterprises,  Inc., to act as President of Galaxy Enterprises,  Inc.,
at a rate of  compensation  as follows:  $143,000  per year, a one time bonus of
$21,450  payable  September 1, 2000,  and Options to purchase  30,440  shares of
Netgateway common stock.

Employment  Agreement dated as of March 10, 2000, by and among Brandon Lewis and
and Galaxy  Enterprises,  Inc., to act as Vice President of Galaxy  Enterprises,
Inc., at a rate of compensation as follows:  $114,125 per year, a one time bonus
of $17,119  payable  September 1, 2000, and Options to purchase 20,000 shares of
Netgateway common stock.

Employment  Agreement  dated as of March 10, 2000,  by and among Frank C. Heyman
and and Galaxy  Enterprises,  Inc., to act as Controller of Galaxy  Enterprises,
Inc., at a rate of compensation  as follows:  $90,700 per year, a one time bonus
of $13,605  payable  September 1, 2000, and Options to purchase 12,500 shares of
Netgateway common stock.

Employment  Agreement  dated as of March 10, 2000, by and among Robert Green and
Impact  Media,  Inc.,  to act as President of Impact  Media,  Inc., at a rate of
compensation as follows:  $104,000 per year, a one time bonus of $15,615 payable
September 1, 2000 and Options to purchase  12,500  shares of  Netgateway  common
stock.

Employment Agreement dated as of March 10, 2000, by and among David Wise and and
Galaxy  Enterprises,  Inc.,  to  act  as  Vice  President-Operations  of  Galaxy
Enterprises,  Inc., at a rate of compensation  as follows:  $110,650 per year, a
one time bonus of $16,598  payable  September  1, 2000,  and Options to purchase
15,000 shares of Netgateway common stock.

Employment  Agreement dated as of March 10, 2000, by and among Benjamin  Roberts
and Impact  Media,  Inc.,  to act as Executive  Vice  President of Impact Media,
Inc., at a rate of compensation  as follows:  $94,100 per year, a one time bonus
of $14,115  payable  September 1, 2000 and Options to purchase  11,000 shares of
Netgateway common stock.