February 15, 2002

Netgateway, Inc.
754 E. Technology Avenue
Orem, UT  84097

Attention:        Don Danks
                  Chairman of the Board of Directors and
                  Chief Executive Officer


1. We understand that  Netgateway,  Inc.,  (the "Company")  intends to conduct a
private  offering of  securities  at a valuation  of $0.03 per common share (the

2. The  purpose of this  letter is to confirm the  agreement  (the  "Agreement")
through  which SBI  E2-Capital  (USA)  Ltd.  ("SBI")  is  engaged  to serve as a
financial advisor ("Advisor") to the Company previous to and during the Offering

3. During the term of this Agreement,  the Advisor will provide the Company with
(1) such regular and customary advice as is reasonably requested by the Company,
provided  that the  Advisor  shall  not be  required  to  undertake  duties  not
reasonably  within  the  scope  of the  advisory  service  contemplated  by this
Agreement, and (2) a fairness opinion (the "Fairness Opinion") to be provided to
the Board of Directors of the Company  relative to the proposed  offering price.
In performance  of these duties,  the Advisor shall provide the Company with the
benefits of its best judgment and efforts.  It is understood and acknowledged by
the parties  that the value of the  Advisor's  advice is not  measurable  in any
quantitative  manner,  and that the Advisor shall be obligated to render advice,
upon the request of the  Company,  in good faith,  but shall not be obligated to
spend any specific amount of time in doing so.

4. In  connection  with our  activities  on your behalf,  the Company  agrees to
cooperate  with us, to furnish or cause to be furnished  to us such  information
and data as we may reasonably  request,  and to give us reasonable access to the
Company's   officers,   directors,   employees,   appraisers,   and  independent
accountants.  The Company  represents that all information made available to SBI
by the Company will be complete  and correct in all  material  respects and will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary in order to make the  statements  therein not misleading in light
of the  circumstances  under which such statements are made. The Company further
represents  and warrants  that any  projections  provided by it to SBI will have
been prepared in good faith and will be based on assumption  which,  in light of
the  circumstances  under  which  they are made,  are  reasonable.  The  Company
acknowledges  and agrees that in rendering its services  hereunder,  SBI will be
using and relying on the  Information  (and  information  available  from public
sources  and  other  sources  deemed   reliable  by  SBI)  without   independent
verification  thereof  by SBI,  and SBI does not assume  responsibility  for the
accuracy or completeness of the information or any other  information  regarding
the Company or the Engagement.

5. For our services in serving as Advisor, the Company shall pay, or cause to be
paid,  to SBI a fee equal to  $45,000  which  shall be paid by the  issuance  of
1,500,000  shares of common stock of the Company to be issued in the name of SBI
E2-Capital or its designees upon delivery of the fairness opinion.

6. If (i) the Offering is not consummated  within six months of the date of this
letter  or (ii)  the  pricing  of the  Offering  is  materially  changed,  SBI's
continuation  of  its  engagement  hereunder  shall  be  subject  to  additional
compensation to be mutually agreed upon.

7. In addition to the fees described in paragraph 5 above, the Company agrees to
promptly  reimburse SBI, upon request from time to time,  for all  out-of-pocket
expenses incurred by SBI (including,  without  limitation,  fees and expenses of
counsel,  and other consultants and advisors retained by SBI) in connection with
the matters contemplated by this Agreement.

8. The Company  agrees to indemnify SBI in accordance  with the  indemnification
provisions (the  "Indemnification  Provisions") attached to this Agreement which
Indemnification Provisions are incorporated herein and made a part hereof.

9. The benefits of this Agreement  shall inure to the respective  successors and
assigns of the parties hereto and of the indemnified  parties hereunder and then
successors and assigns and representatives,  and the obligations and liabilities
assumed in this  Agreement  by the parties  hereto  shall be binding  upon their
respective successors and assigns.

10.  Either party hereto may terminate  this  Agreement at any time upon 30 days
prior written notice, without liability or continuing obligation,  except as set
forth in the following  sentence.  Neither  termination  nor  completion of this
assignment shall effect:  (i) any  compensation  earned by SBI up to the date of
termination  or  completion,  as the case may be,  (ii) any  compensation  to be
earned after termination pursuant to paragraph 5 hereof, (iii) the reimbursement
of expenses incurred by SBI up to the date of termination or completion,  as the
case may be, (iv) the  provisions or  paragraphs 5 through 12 of this  Agreement
and (v) the Indemnification Provisions hereof which are incorporated herein, all
of which shall remain operable and in full force and effect.

11. The validity and  interpretation of this Agreement shall be governed by, and
construed and enforced in accordance  with,  the laws of the State of California
applicable to agreements made and to be fully performed therein.

12. For the  convenience  of the  parties,  any number of  counterparts  of this
Agreement may be executed by the parties hereto. Each such counterpart shall be,
and shall be deemed to be, an  original  instrument,  but all such  counterparts
taken together shall  constitute one and the same Agreement.  This Agreement may
not be modified or amended, except in writing signed by the parties hereto.

         If the above terms are in accordance  with your  understanding,  please
sign the enclosed copy of this letter and return it to us.

                                         Very truly yours,

                                         SBI E2-CAPITAL (USA) LTD.

                                                  Name:  John Wang
                                                  Title:  Managing Director and
                                                  Executive Vice President

Confirmed and Agreed to this 19th day of February 2002.


         Name:  Don Danks
         Title:  Chairman and CEO


                           INDEMNIFICATION PROVISIONS

         The Company (as such term is defined  below)  agrees to  indemnify  and
hold  harmless  SBI against any and all losses,  claims,  damages,  obligations,
penalties,  judgments,  awards, liabilities,  costs, expenses, and disbursements
(and any and all actions,  suits,  proceedings,  and  investigations  in respect
thereof and any legal and other costs,  expenses,  and  disbursements  in giving
testimony  or  furnishing  documents  in response  to a subpoena or  otherwise),
including,  without limitation,  the costs, expenses, and disbursements,  as and
when incurred, of investigating,  preparing, or defending any such action, suit,
proceeding,  or  investigation  (whether or not in connection with litigation in
which SBI is a party) directly or indirectly caused by, relating to, based upon,
arising  out of,  or in  connection  with  (a)  SBI's  acting  for the  Company,
including  with  limitation,  any act or omission by SBI in connection  with its
acceptance of or the performance or  nonperformance of its obligations under the
agreement,  between SBI and Netgateway,  Inc., as it may be amended from time to
time (the "Agreement"),  (b) any untrue statement or alleged untrue statement of
a material  fact  contained  in, or omissions  or alleged  omissions  from,  any
information  furnished by the Company to SBI, or (c) any Merger (as such term is
defined in the Agreement),  however such indemnity  agreement shall not apply to
any portion of any such loss, claim, damage, obligation, penalty, or judgment by
a court of  competent  jurisdiction  (not  subject  to  further  appeal) to have
resulted  primarily and directly from the gross negligence or willful misconduct
of SBI. The Company also agrees that SBI shall not have any  liability  (whether
direct or indirect,  in contract or tort or otherwise) to the Company for, or in
connection  with,  the  engagement  of SBI,  except to the extent  that any such
liability is found in a final judgment by a court of competent jurisdiction (not
subject to further  appeal) to have  resulted  primarily and directly from SBI's
willful misconduct.

         These indemnification  provisions shall be in addition to any liability
which the Company may otherwise have to SBI or the persons  indemnified below in
this sentence and shall extend to the following:  SBI, its affiliated  entities,
directors,  officers,  employees, legal counsel, agents, and controlling persons
of SBI within the meaning of the federal  securities laws. All references to SBI
in this Indemnification  Agreement shall be understood to include any and all of
the foregoing.

         If any action, suit, proceeding,  or investigation is commenced,  as to
which SBI proposes to demand  indemnification,  it shall notify the Company with
reasonable promptness;  provided, however, that any failure by SBI to notify the
Company shall not relieve the Company of its  obligations  hereunder.  SBI shall
have the right to retain  counsel  of its own  choice to  represent  it, and the
Company  shall have the right to retain  counsel of its own choice to  represent
it, and the Company shall pay the fees, expenses, and disbursements of each such
counsel;  and such counsel shall to the extent  consistent with its professional
responsibilities  cooperate  with the Company and any counsel  designated by the
Company. The Company shall be liable for any settlement of any claim against SBI
made with the Company's written consent, which consent shall not be unreasonably
withheld.  The  Company  shall not,  without the prior  written  consent of SBI,
settle or compromise  any claim,  or permit a default or consent to the entry of
any judgment in respect  thereof,  unless such settlement  compromise or consent
includes, as an unconditional term thereof, the giving by the claimant to SBI of
an unconditional  release from all liability in respect of such claim in respect
of such claim.

         In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these indemnification  provisions is made, but it is
found in a final judgment by a court of competent  jurisdiction  (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express  provisions hereof provide for  indemnification in such case,
then the Company,  on the one hand, and SBI, on the other hand, shall contribute
to the losses,  claims,  damages,  obligations,  penalties,  judgments,  awards,
liabilities, costs, expenses, and disbursements to which the indemnified persons
may be subject in accordance with the relative benefits received by the Company,
on the one hand,  and SBI, on the other hand, and also the relative fault of the
Company  on the one hand,  and SBI on the other  hand,  in  connection  with the
statements,  acts,  or  omissions  which  resulted in such loss claim,  damages,
obligations,  penalties,  judgments,  awards, liabilities,  costs, expenses, and
disbursements  relevant equitable  considerations  shall also be considered.  No
person  found  liable for a  fraudulent  misrepresentation  shall be entitled to
contribution  from any person who is not also found  liable for such  fraudulent
misrepresentation.  Notwithstanding the foregoing, SBI shall not be obligated to
contribute  any amount  hereunder  that  excess  the  amount of fees  previously
received by SBI pursuant to the Agreement.

         Neither termination nor completion of the engagement of SBI referred to
above shall  affect  these  indemnification  provisions  which shall then remain
operative and in full force and effect.

Source: OneCLE Business Contracts.