CERTIFICATE OF AMENDMENT

                       TO THE CERTIFICATE OF INCORPORATION

                               OF NETGATEWAY, INC.


     Netgateway,  Inc. a corporation  organized and existing under and by virtue
of the General  Corporation  Law of the State of Delaware  (the  "Corporation"),
DOES HEREBY CERTIFY as follows:

1.   That Article FIRST of the  Corporation's  Certificate of  Incorporation  is
     hereby amended to read as follows:

                           "FIRST. The name of the corporation is Imergent, Inc.
                  (the "Corporation")."

2.   That Article FOURTH of the  Corporation's  Certificate of  Incorporation is
     hereby  amended  by adding the  following  new first  paragraph  to Article
     FOURTH, Paragraph A:

                           "FOURTH.  A. (1)  That,  effective  as of 5:00  p.m.,
                  eastern  time,  on the  filing  date  of this  Certificate  of
                  Amendment of this Certificate of Incorporation (the "Effective
                  Time"), a one-for-ten reverse stock split of the Corporation's
                  common  stock shall become  effective,  pursuant to which each
                  ten shares of common stock  outstanding  and held of record by
                  each  stockholder  of  the  Corporation   (including  treasury
                  shares)  immediately  prior  to the  Effective  Time  shall be
                  reclassified  and  combined  into one  share of  common  stock
                  automatically  and  without  any action by the holder  thereof
                  upon the  Effective  Time and  shall  represent  one  share of
                  common stock from and after the Effective  Time. No fractional
                  shares  of  common  stock  shall be issued as a result of such
                  reclassification  and  combination.  In lieu of any fractional
                  shares to which the  stockholder  would otherwise be entitled,
                  the  Corporation   shall  pay  cash  equal  to  such  fraction
                  multiplied  by the then fair market  value of the common stock
                  as determined by the Board of Directors of the Corporation."

3.   That the  existing  paragraph  A of  Article  FOURTH  of the  Corporation's
     Certificate of  Incorporation  hereby becomes the second  sub-paragraph  of
     Article FOURTH, Paragraph A and is changed to read as follows:

                           "(2)  The  aggregate   number  of  shares  which  the
                  Corporation shall have authority to issue is 105,000,000,  par
                  value  $.001  per  share,  of  which   100,000,000   shall  be
                  designated   Common  Shares  and  5,000,000  shares  shall  be
                  designated Preferred Shares."

4.   That the Board of Directors of the Corporation, at a meeting held on May 9,
     2002,  adopted a resolution  proposing  and  declaring  advisable the above
     amendments to the  Certificate  of  Incorporation  of the  Corporation  and
     directed the said  amendments be submitted for  consideration  at a special
     meeting of the Corporation's stockholders.

5.   That the aforesaid amendments have been duly adopted in accordance with the
     applicable  provisions of Section 242 of the General Corporation Law of the
     State of Delaware.

6.   That this  Certificate  of Amendment of the  Corporation's  Certificate  of
     Incorporation shall be effective at 5:00 p.m., eastern time, on the date of
     filing with the Secretary of the State of Delaware.

     IN WITNESS  WHEREOF,  Netgateway,  Inc. has caused this  Certificate  to be
signed by John J.  Poelman,  its Chief  Executive  Officer and a  Director,  and
attested by Frank C. Heyman,  its Secretary and Chief  Financial  Officer,  this
28th day of June, 2002.


NETGATEWAY, INC.

By:
         ----------------------------
         John J. Poelman
         Director and Chief Executive Officer


Attest:
         ----------------------------
         Frank C. Heyman
         Secretary and Chief Financial Officer