GRAPHIC OMITTED] October 10, 2001 Netgateway, Inc. 754 E. Technology Avenue Orem, UT 84097 Attention: Don Danks Chairman of the Board of Directors and Chief Executive Officer Gentlemen: 1. We understand that Netgateway, Inc., (the "Company") intends...Netgateway Inc • November 20th, 2001 • Services-computer integrated systems design
RECITALSStock Purchase Agreement • October 14th, 1999 • Netgateway Inc • Services-computer integrated systems design • California
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...Voting Agreement • March 21st, 2000 • Netgateway Inc • Services-computer integrated systems design • California
Exhibit 10.4 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Agreement") dated as of January 7, 2000 is made between JOHN J. POELMAN, in his individual capacity (the "Obligor") and NETGATEWAY, INC., a Delaware corporation ("Netgateway"). R E C I T A L...Pledge Agreement • February 15th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
EXHIBIT 10.116 SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement") is entered into and effective as of the ___ day of June, 2001, by and between Netgateway, Inc., a Delaware corporation (the "Company"), and the person or entity listed...Subscription Agreement • October 15th, 2001 • Netgateway Inc • Services-computer integrated systems design • Utah
AGREEMENT AND PLAN OF MERGER BY AND AMONG NETGATEWAY, INC., GALAXY ACQUISITION CORP.Agreement and Plan of Merger • April 28th, 2000 • Netgateway Inc • Services-computer integrated systems design • Nevada
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...Stock Option Agreement • April 28th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
ARTICLE I DEFINITIONSAgreement and Plan of Reorganization • June 1st, 1999 • Netgateway Inc • Nevada
EMPLOYMENT AGREEMENT, dated as of December 15, 1999 (the "Agreement"), between and among Netgateway, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), Netgateway, a corporation organized under the laws of the State...Employment Agreement • February 15th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
October 12, 1999 VIA HAND DELIVERY Mr. Donald M. Corliss, Jr. President Netgateway, Inc. 300 Oceangate Suite 500 Long Beach, CA 90802 Re: Termination of Option Agreements Dear Don: Reference is made to: (a) the Netgateway, Inc. Stock Option Agreement...Netgateway Inc • January 21st, 2000 • Services-computer integrated systems design
This will confirm that you and the Company agree that the Option Agreements shall be, and hereby are, terminated in all respects, effective as of the date hereof. Any and all options granted under the Option Agreements, whether vested or unvested, shall be deemed forfeited, and all of your rights under the Option Agreements, if any, shall be terminated.
AGREEMENTNetgateway Inc • November 12th, 1999 • Services-computer integrated systems design
NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the "Agreement") is entered into and effective as of the [ ] day of January, 2001, by and between Netgateway, Inc., a Delaware corporation (the "Corporation"), and the person or entity listed on...Note Purchase Agreement • May 15th, 2001 • Netgateway Inc • Services-computer integrated systems design • Delaware
RECITALSStock Purchase Agreement • November 12th, 1999 • Netgateway Inc • Services-computer integrated systems design • California
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 _______________...Employment Agreement • March 21st, 2000 • Netgateway Inc • Services-computer integrated systems design • California
Exhibit 10.80 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into by GALAXY ENTERPRISES, INC., a Nevada corporation (the "Employer") and a wholly- owned subsidiary of the Netgateway, Inc., a Delaware corporation (the "Company"), and BRANDON...Employment Agreement • May 5th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
WITNESSETH:Consulting Agreement • July 21st, 1999 • Netgateway Inc • Services-computer integrated systems design • New York
As of June 14, 2001 Netgateway, Inc. 754 East Technology Avenue Orem, Utah 84097 Re: Finder's Agreement Ladies and Gentlemen: When countersigned by you below, the following letter will set forth our understanding and constitute our agreement (the...Netgateway Inc • October 15th, 2001 • Services-computer integrated systems design • California
EXHIBIT 10.79 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is dated as of July 24, 2000 (the "Effective Date"), by and between NETGATEWAY, a Nevada corporation (together with any successors and assigns, the "Company"), and R....Consulting Agreement • September 22nd, 2000 • Netgateway Inc • Services-computer integrated systems design • California
RECITALSEmployment Agreement • October 14th, 1999 • Netgateway Inc • Services-computer integrated systems design • California
EXHIBIT 10.100 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 2, 2000 (this Oceangate, 5th Floor, Long Beach, CA 90802, ATTN: General Counsel, Telephone No.: (562) 308-0021, Telecopier "AGREEMENT"), is made by and...Registration Rights Agreement • September 7th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
Exhibit 10.5 PROMISSORY NOTENetgateway Inc • February 15th, 2000 • Services-computer integrated systems design • California
Exhibit 10.86 GALAXY ENTERPRISES, INC. AFFILIATE LOCK-UP AGREEMENT This AFFILIATE LOCK-UP AGREEMENT ("Agreement") dated as of March 10, 2000, is entered into between Netgateway, Inc., a Delaware corporation ("Netgateway") and the undersigned officer,...Lock-Up Agreement • May 5th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
ARTICLE IStock Purchase Agreement • June 1st, 1999 • Netgateway Inc • California
STANDARD FORM OFFICE LEASENetgateway Inc • June 1st, 1999 • California
PROMISSORY NOTEPromissory Note • February 15th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
EXHIBIT 10.48 ASSIGNMENT OF LICENSE THIS ASSIGNMENT OF LICENSE (this "ASSIGNMENT") is made as of the 1st day of April, 1998, by and between S.T.E.P.S., Inc., a Utah corporation ("ASSIGNOR"), in favor of NetGateway, Inc., a Nevada corporation...Sublicense Agreement • October 14th, 1999 • Netgateway Inc • Services-computer integrated systems design • Texas
RECITALSSettlement and Release Agreement • October 14th, 1999 • Netgateway Inc • Services-computer integrated systems design • California
EXHIBIT 10.95 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of July 31, 2000, is entered into by and between NETGATEWAY, INC., a Delaware corporation, with headquarters located at 300 Oceangate, 5th Floor, Long Beach, CA...Securities Purchase Agreement • September 7th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
RECITALSTermination and Release Agreement • January 18th, 2002 • Netgateway Inc • Services-computer integrated systems design • Utah
EXHIBIT 10.101 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- This First Amendment (this "Amendment") to Employment Agreement, dated as of August 13, 1999 (the "Agreement"), is made and entered as of this 25th day of...Employment Agreement • September 7th, 2000 • Netgateway Inc • Services-computer integrated systems design
RECITALSRescission Agreement • February 14th, 2002 • Netgateway Inc • Services-computer integrated systems design • Utah
RECITALSConsulting Contract • October 14th, 1999 • Netgateway Inc • Services-computer integrated systems design • California
ANDPrivate Equity Credit Agreement • September 7th, 2000 • Netgateway Inc • Services-computer integrated systems design • California
Exhibit 10.14 AMENDMENT TO THE STOCK PURCHASE AGREEMENT THIS AGREEMENT made the ______ day of February, 1999 BETWEEN: STORESONLINE.CQM, LTD., a corporation incorporated under the laws of the Province of Alberta (hereinafter called "Purchaser")The Stock Purchase Agreement • June 1st, 1999 • Netgateway Inc
EXHIBIT 10.98 THIS WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS....Netgateway Inc • September 7th, 2000 • Services-computer integrated systems design • California
