This  Rescission  Agreement  (the  "Agreement")  is  entered  into  and
effective as of February 1, 2002,  by and between  Netgateway,  Inc., a Delaware
corporation (the "Corporation"),  SBI-E2Capital USA Ltd. ("SBI"), Shelly Singhal
("Singhal"), Jon Buttles ("Buttles"),  Matthew McGovern ("McGovern"), and Angela
McCleer ("McCleer") (each of SBI, Singhal,  Buttles,  McGovern and McCleer shall
be referred to herein  collectively as the  "Investors,"  and individually as an


         WHEREAS,  pursuant  to  that  certain  engagement  letter  ("Engagement
Letter") between SBI and the Corporation,  SBI was entitled to receive 2,333,333
shares of the  Corporation's  common stock (the  "Stock") as  consideration  for
certain financial services (the "Services") performed by SBI;

         WHEREAS,  SBI directed that the shares be  distributed to the Investors
(the "Designation") in the amounts set forth on Schedule A attached hereto;

         WHEREAS, the Parties entered into an Investor Representation  Agreement
dated as of November 13, 2001 with respect to the Designation;

         WHEREAS, the business  combination  transaction between the Corporation
and Category Five Technologies,  Inc. with respect to which the Services were to
be  provided  pursuant  to the  Engagement  Letter  was never  consummated  (the
"Termination") and the parties to the Agreement and .Plan of Merger with respect
to such transaction entered into a Termination Agreement dated as of January 14,
2002; and

         WHEREAS,  the Parties wish to rescind and nullify the issuance of Stock
pursuant to the Engagement Letter and the related Designation


1.  Rescission.  The  Parties  hereby  agree that  because of the failure of the
Merger  to be  completed  and  other  conditions  precedent  to and  anticipated
consideration  for the issuance of the Stock and the Designation  before today's
date, including, without limitation, the inability because of the Termination to
complete  the  provision  of the  Services,  and because of the  parties  mutual
desires to nullify ab initio the legal,  contractual  and business  relationship
with respect to the issuance of the Stock and the  Designation,  the issuance of
the Stock and the Designation is rescinded and nullified ab initio and therefore
is of no force and effect from the outset.

2.  Return of Stock  Certificates.  Simultaneously  with the  execution  of this
Agreement  the  Investors  shall  return  to the  Corporation  the  certificates
representing  all of the Stock,  together  with all necessary  documentation  to
transfer legal title in the Stock back to the Corporation.  The Investors hereby
disclaim any interest  whatsoever in the Stock. Upon receipt of the certificates
representing the Stock the Corporation shall direct its transfer agent to cancel
the Stock from its books and records.

3.  Representations  and  Warranties  of  the  Investor.  Each  Investor  hereby
represents and warrants to, and covenants and agrees with, the Corporation, with
the  understanding  that the  Corporation  is relying  on such  representations,
warranties and covenants in entering into this Agreement, that:

         3.1 Ownership.  Investor owns all legal and beneficial ownership of the
number of shares of the Stock  specified  opposite his or her name on Schedule A
hereto and that such shares have not been  pledged or  hypothecated  and are not
subject to any lien, security interest or restriction on the ability of Investor
to transfer such shares of Stock to the Corporation.

         3.2 Investment  Experience.  Investor acquired the Stock for investment
purposes  only, for Investor's own account and not as a nominee or agent for any
other  person,  and not  with a view to or for  resale  in  connection  with any
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended (the "Act").  Investor has  experience  as an investor in  securities of
companies and  acknowledges  that Investor and has such knowledge and experience
in financial  or business  matters that  Investor is capable of  evaluating  the
merits and risks of entering into this Agreement,  is an "accredited  investor",
that the Stock  involves a high degree of risk and that the  Corporation  cannot
predict  whether its business will be successful.  Investor  further  represents
that the value of the Stock to Investor  does not exceed 10% of  Investor's  net

         3.3 Receipt of  Information.  Investor has received all the information
that Investor  considers  necessary or appropriate for deciding whether to enter
into this  Agreement.  Investor  has had an  opportunity  to ask  questions  and
receive answers from the  Corporation  and its officers and directors  regarding
the Corporation,  the financial  statements of the Corporation and the terms and
conditions of this Agreement.

4. Survival of Representations and Warranties.  The representations,  warranties
and  covenants  made herein by  Investors  and in any  document  or  certificate
delivered by Investors  pursuant to this Agreement  shall be deemed to have been
relied  upon by the  Corporation,  shall  survive  until the  expiration  of the
applicable statute of limitations,  or any extensions thereof,  and shall be and
continue in effect notwithstanding any investigation made by any party.

5. Consultation with Counsel.  The Parties understand that the execution of this
Agreement creates certain legal rights and responsibilities between the Parties.
The Parties  represent and warrant that they have had an  opportunity to consult
with legal  counsel  regarding  the legal effect of this  transactions  and acts
contemplated herein, and that they have consulted with counsel prior to entering
into this transaction, or have voluntarily chosen not to consult with counsel.

6. Miscellaneous.  This Agreement  constitutes the entire agreements  (including
all  representations  and  promises  made) among the parties with respect to the
subject matter hereof and no modification or waiver shall be effective unless in
writing and signed in writing by the party to be charged.  This Agreement  shall
be binding upon and inure to the  respective  benefit of the parties  hereto and
their respective successors, heirs, assigns, executors, administrators and legal
representatives.  This  Agreement  may be executed in one or more  counterparts,
each of which shall be deemed and  original,  but all of which shall  constitute
one and the same agreement. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of Utah,  without  giving  effect to any
choice or conflict of law  provisions or rules  (whether of the State of Utah or
other  jurisdiction)  which  would  cause the  application  of any law,  rule or
regulation other than the State of Utah.

         IN WITNESS  WHEREOF,  the  Investors and the Company have executed this
Agreement as of the date first written above.


 By: /s/ Don Danks                  By: /s/ Shelly Singhal
     -------------------------          --------------------------
 Name: Don Danks                    Name: Shelly Singhal
 Title: Chief Executive Officer     Title: Executive Vice President

 /s/ Shelly Singhal                 /s/ Matthew McGovern
 -----------------------------      ------------------------------
 Shelly Singhal                     Matthew McGovern

 /s/ John Buttles                   /s/ Angela McCleer
 -----------------------------      ------------------------------
 Jon Buttles                        Angela McCleer


                                   SCHEDULE A

     ------------------------------------------- ---------------------------
     NAME                                        NUMBER OF SHARES
     ------------------------------------------- ---------------------------
     SBI-E2 CAPITAL USA LTD.                      1,633,333
     ------------------------------------------- ---------------------------
     Shelly Singhal                                 315,000
     ------------------------------------------- ---------------------------
     Jon Buttles                                    157,500
     ------------------------------------------- ---------------------------
     Matthew McGovern                               157,500
     ------------------------------------------- ---------------------------
     Angela McCleer                                  70,000
     ------------------------------------------- ---------------------------

Source: OneCLE Business Contracts.