Exhibit 10.39
                                 PROMISSORY NOTE

$50,000.00                                                       March 15, 1999

     FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to
the order of Joseph Py (the "Holder"), the principal amount of FIFTY THOUSAND
DOLLARS ($50,000.00), without interest, within ten (10) business days of the
closing of the undersigned's bridge financing being underwritten by Cruttendon
Roth, Inc. (the "Maturity Date").

     All payments under this Note shall be made in lawful money of the United
States of America and in immediately available funds. This Note may be prepaid
in whole or in part without penalty.

     The undersigned waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Note. The undersigned agrees to
reimburse the Holder on demand for all reasonable costs, expenses and charges
(including reasonable attorneys' fees and charges) in connection with the
enforcement of this Note.

     This Note shall be binding on the undersigned and its successors and
assigns and shall inure to the benefit of the Holder and its successors and
assigns.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE
STATE OF CALIFORNIA.

     IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered as of the day and year first above written.

                                    NETGATEWAY, INC.,
                                    a Nevada corporation

                                    By:  /s/ Donald M. Corliss, Jr.
                                         ------------------------------
                                            Donald M. Corliss, Jr.
                                            President