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
Pursuant to the 1998 Stock Option Plan for Senior Executives, by and between you
and Netgateway Inc. (the "Company"),  dated as of December 15, 1998, pursuant to
which you were granted the right and option to purchase  from the Company all or
a part of an  aggregate  of 400,000  shares of common  stock of the Company at a
purchase price of $4.87 per share, subject to the terms and conditions contained
therein;  and (b) the Netgateway,  Inc. Stock Option  Agreement  Pursuant to the
1998  Stock  Option  Plan for  Senior  Executives,  by and  between  you and the
"Company", dated as of December 15, 1998, pursuant to which you were granted the
right and option to purchase  from the Company all or a part of an  aggregate of
264,000  shares of common stock of the Company at a purchase  price of $2.50 per
share, subject to the terms and conditions contained therein (collectively,  the
"Option Agreements").

         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.

         Please  acknowledge  your  consent to the  foregoing  by signing in the
space provided below and returning a copy of this letter to the Company.


                                    Very truly yours,

                                    NETGATEWAY, INC.

                                        /s/ Roy W. Camblin III
                                    By: ______________________
                                        Roy W. Camblin III
                                        Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Donald M. Corliss, Jr.
- --------------------------
Donald M. Corliss, Jr.

Dated:  October 12, 1999