OCEANGATE TRUST
THIS OCEANGATE TRUST (the "Trust") is entered as of the 10th day of
December, 1998, by and among the Beneficiaries whose names appear on the
signature page hereof (collectively, "Beneficiaries") and Keith D.
Freadhoff(the "Trustee").
RECITALS
A. Beneficiaries own stock in Netgateway, Inc., a Nevada corporation
(the "Company").
B. Beneficiaries desire to transfer to the Trustee in trust, the
number of shares of stock of Netgateway, Inc. set forth next to their names
on the attached Schedule 1 (the "Shares") to be used by the Trustee in his
sole discretion for the overall benefit of the Company under the terms and
conditions set forth herein.
C. The Shares and any other property now or hereafter added to the
Trust shall be sometimes referred as the "Trust Estate."
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
DEPOSIT AND TRANSFER OF SHARES TO TRUSTEE
Section 1.1 DEPOSIT OF SHARES. Upon execution of this Trust, the
Beneficiaries shall deposit with the Trustee certificates for the Shares
represented on the attached Schedule 1, endorsed in blank or to the Trustee,
or accompanied by such instruments of transfer as will enable such
certificates to be transferred to the name of the Trustee.
Section 1.2 TRANSFER OF SHARES TO TRUSTEE. All certificates for the
Shares delivered to the Trustee shall be surrendered by the Trustee to the
Company and canceled and new share certificates shall be issued in the name
of the Trustee, which reflect the fact that they are issued pursuant to this
Trust.
Section 1.3 SHARE CERTIFICATES. Upon receipt by the Trustee of the
share certificates and transfer of the same into the name of the Trustee, the
Trustee shall hold or transfer the certificates subject to the terms of this
Trust.
Section 1.4 TRANSFER OF SHARES TO SUCCESSOR TRUSTEE. Notwithstanding
any changes in the identity of the Trustee, the certificates for shares
standing in the name of the Trustee may be endorsed and transferred by any
successor Trustee with the same effect as if endorsed and transferred by the
predecessor Trustee.
Section 1.5 TRANSFER OF SHARES. The Trustee shall have complete
authority to sell, transfer or otherwise dispose of or encumber any of the
Shares deposited pursuant to the provisions of this Trust, pursuant to the
terms set forth herein and shall hold any proceeds in trust pursuant to the
terms of this Trust.
TRUSTEE
Section 2.1 TRUSTEE. The initial Trustee of the trust created hereby
shall be as named above and any successor(s) shall be appointed as
hereinafter provided. In the absence of the removal, resignation,
dissolution, liquidation or winding-up of the Trustee, the Trustee shall
serve for the entire term of the trust created hereby.
Section 2.2 RESIGNATION. Any Trustee may resign by giving thirty (30)
days notice of his resignation to the Company and Beneficiaries. Any
resigning Trustee shall transfer and deliver to its successor the share
certificates then held by it hereunder, together with all books and records
relating to the trust created hereby. Successor Trustees shall be required to
execute a copy of this Trust indicating their consent to act as Trustee in
accordance with the terms hereof.
Section 2.3 SUCCESSOR TRUSTEE. In the event of the resignation,
removal, dissolution, liquidation or winding-up of the Trustee, Scott Beebe
shall serve as successor Trustee. In the event that Scott Beebe shall for any
reason fail to serve or cease to act as successor Trustee the Beneficiaries
shall by majority vote elect one or more successor Trustees, with each
Shareholder having a number of votes in proportion to his respective interest
in the shares transferred by such Shareholder pursuant to this Trust.
Section 2.4 NO COMPENSATION. The Trustee shall serve without
compensation and shall bear sole responsibility for its own expenses,
including without limitation those for attorneys, accountants and other
advisors.
Section 2.5 TRUSTEE RELATIONSHIP WITH COMPANY. Any Trustee, its
employees or agents any any firm or corporation of which it may be a member,
agent or employee and any corporation, trust or association of which it may
be a trustee, stockholder, director, officer, agent or employee may contract
with or be or become pecuniarly interested, directly or indirectly, in any
matter or transaction to which the Company or any subsidiary or controlled or
affiliate corporation may be a party or in which it may be concerned, as
fully and freely as though such Trustee were not a Trustee hereunder. The
Trustee, its employees or agents, may act as directors or officers of the
Company or of any such subsidiary or controlled or affiliated corporation.
VOTING AND ACTION BY TRUSTEE
Section 3.1 VOTING OF SHARES. Subject to the terms and conditions of
this Trust, so long as the Trustee shall hold shares deposited or acquired
pursuant to the provisions of this Trust, it shall possess and shall be
entitled to exercise in person or by its nominees, agents, attorneys-in-fact
or proxies, the right to vote, assent or consent with respect to such shares
to take
part in and consent to any corporate or shareholders' action of any kind
whatsoever, and to receive dividends and distributions on said such shares.
Section 3.2 VOTING OF BENEFICIARIES. Any actions or consents required
or made by the Beneficiaries hereof, shall be made by a majority in interest
of the Beneficiaries. Beneficiaries shall be entitled to vote based on their
Percentage Interests in the Trust Estate.
DISTRIBUTIONS
Section 4.1 GENERAL. During the term of this Trust, the Trustee shall
hold, administer and distribute the Trust Estate as follows:
a. After paying any ongoing expenses of the Trust, income of the Trust
Estate shall be accumulated and added to principal.
b. The Trustee shall be authorized in the absolute discretion of the
Trustee to apply or distribute principal or income of the Trust Estate to
accomplish the purposes for which this Trust has been established and pursuant
to the terms hereof.
TRUSTEE POWERS
To carry out the purposes of any Trust created pursuant to the terms of
this Instrument, and subject to any limitations stated elsewhere in this
Instrument, the Trustee is vested with the following powers, in addition to
any now or hereafter conferred by the law:
Section 5.1 GENERAL POWERS. The Trustee is expressly authorized to do
all acts, institute all proceedings, and exercise all the rights, powers and
privileges with respect to the Trust Estate which an absolute owner of the
same property would be entitled to do, subject always to the discharge of
the Trustee's fiduciary obligation. Without limiting the generality of the
foregoing, the Trustee shall have the following powers:
a. To exercise with respect to securities held as part of the Trust
Estate all the rights, powers and privileges of an owner, including, but not
limited to, the power to vote, give proxies and to pay assessments and other
sums deemed by the Trustee necessary for the protection of the Trust Estate;
to participate in voting trusts, pooling agreements, foreclosures,
reorganizations, consolidations, mergers and liquidations, and in connection
therewith to deposit securities with, and transfer title to, any protective
or other committee upon such terms as the Trustee may deem advisable, to
exercise or sell stock subscriptions or conversion rights; and to accept and
retain as an investment, any securities or other property received as a
result of the exercise of any of the foregoing powers.
b. To sell for cash or on deferred payments, at public or private sale,
either with or without security, to exchange and to convey any property of
the Trust Estate without any other approvals.
c. To abandon any asset of the Trust Estate or interest therein which
the Trustee determines to be in the best interest of the Trust Estate and the
Beneficiaries.
d. To grant an option, involving disposition of any asset then being
held in the Trust Estate and to take an option for the acquisition of any
asset held as a part of the Trust Estate.
e. To lease any real or personal property constituting a part of the
Trust Estate for any purpose and for terms without or extending beyond the
duration of the Trust.
f. To make ordinary and extraordinary repairs and alterations to any
real or personal property constituting a part of the Trust Estate.
g. To commence or defend at the expense of the Trust Estate any
litigation deemed advisable by the Trustee in order to protect the Trust
Estate or any portion thereof.
h. To pay all taxes, assessments, compensation of the Trustee and other
expenses incurred in the collection, care, administration and protection of
the Trust Estate.
i. To take any action and to make any election, in the Trustee's
discretion, in order to minimize the tax liabilities of this trust and their
beneficiaries. The Trustee shall allocate the benefits from this action or
election among the various beneficiaries. The Trustee shall make adjustments
in the rights of any beneficiaries, or between the income and principal
accounts, to compensate for the consequences of any tax election, investment,
or administrative decisions that the Trustee believes has had to the effect
of directly or indirectly preferring one beneficiary or group of
beneficiaries over others.
i. To borrow money from any person, firm or corporation for any Trust
purpose, upon such terms and conditions as the Trustee may deem proper, to
obligate the Trust Estate for repayment thereof, to encumber any portion of
the Trust Estate by mortgage, deed of trust, pledge or otherwise and to buy
and sell stock in a margin account.
j. To collect or take any action to collect on or with respect to any
property of the Trust Estate.
k. To procure and carry at the expense of the Trust, insurance of such
kind and in such form and amount as the Trustee deems advisable to protect
the Trustee, the Trust and the Trust Estate against any hazard.
l. To guarantee any debts or obligations of Trustor or beneficiaries of
this Trust and to pledge, encumber or hypothecate by mortgage, trust deed,
security agreement or otherwise, any trust asset or assets as security or
collateral therefor.
The enumeration of certain powers in this Instrument shall not limit the
general or implied powers of the Trustee; the Trustee shall have all
additional powers that may be necessary to enable the Trustee to properly
administer the Trust Estate.
Section 5.2 INVESTMENT. The Trustee is authorized expressly to invest
and reinvest in every kind of property, real, personal and mixed, and every
kind of investment, specifically including, but not limited to, corporate
obligations and stocks, savings accounts and certificates of deposit with
federally insured commercial banks and/or savings and loans associations.
Section 5.3 BUSINESSES. The Trustee is expressly authorized to hold
and retain any and all properties and to continue to operate, to sell, or to
liquidate, at the risk of the Trust Estate and not the Trustee, any business,
whether organized as a sole proprietorship, partnership or cooperation, that
the Trustee receives hereunder or is subsequently added to the Trust Estate.
The Trustee may hold and retain any such property and continue to operate any
such business as long as the Trustee, in the exercise of good faith and of
reasonable prudence, discretion and intelligence, but without being required
to take into consideration diversification of trust investments, considers
such action to be in the best interests of the Trust Estate and the
Beneficiaries.
Section 5.4 POWER TO COMPROMISE OR ADJUST. The Trustee may, at any
time in connection with the management of the Trust Estate or the collection
of any monies due or payable to a Trust hereunder, compromise any claims
existing in favor of or against the Trust; enforce any deed of trust,
mortgage or similar encumbrance and purchase at any sale thereunder any
property subject thereto; extend, replace, renew, or forgive, in whole or in
part, any note or other obligation held as a part of the Trust Estate; or
loan or advance the Trustee's own funds to the Trust for any Trust purpose
upon the security of the Trust principal involved, said loans shall bear
interest at the then current rate from the date of advancement until repaid.
Any certificate or security or any evidence in indebtedness or ownership of
property may be registered or taken and held in the name of the Trustee, in
the name of the nominee or nominees of the Trustee or unregistered in a
condition where ownership will pass by delivery.
Section 5.5 EMPLOYMENT OF AGENTS. The Trustee may employ and
compensate out of the Trust Estate accountants, brokers, attorneys,
investment advisers, custodians and others whose services are in the
Trustee's discretion necessary or convenient to the administration of any
Trust created herein.
Section 5.6 SEGREGATION AND DISTRIBUTION. There need be no physical
segregation or division of the various Trusts, except as segregation or
division may be required by the termination of any of the Trusts, but the
Trustee shall keep separate accounts for the different undivided interests.
Upon any distribution of a Trust, in whole or in part, the Trustee may
assign, transfer or deliver in kind to the Beneficiary then entitled thereto,
any part of the Trust Estate or an undivided interest in the Trust Estate, or
any portion thereof, at such valuation as the Trustee may establish as the
then fair market value, or the Trustee may within a reasonable time convert
the Trust Estate, or any portion thereof, into cash, distributing the net
proceeds to such Beneficiary, all at the absolute discretion of the Trustee.
Section 5.7 PRINCIPAL AND INCOME. Unless otherwise specifically
provided herein, the Trustee shall have absolute discretion in determining
what is principal or income and what shall be charged or credited to either,
and the judgement of the Trustee shall bind everyone beneficially interested
hereunder; provided, however, that oil and gas royalties, bonuses, production
payments or
other proceeds from the development or production of wasting assets held in
trust shall constitute income rather than principal. The Trustee shall not be
required to establish a reserve for depreciation or to make charges against
income therefrom, but may do so if the Trustee in the Trustee's discretion so
determines, such reserve and charges to be established on such assumptions
and in such amounts as the Trustee shall determine appropriate. No inference
of imprudence or partiality shall arise from the fact that the Trustee, in
exercising the discretion conferred on the Trustee by this Paragraph G, shall
have allocated a receipt or expenditure in a manner contrary to any provision
of the California Revised Uniform Principal and Income Act. Except insofar as
the Trustee shall exercise the discretion conferred on the Trustee by this
Paragraph G and except as otherwise provided herein, matters relating to the
allocation of principal and income shall be governed by the provisions of the
California Revised Uniform Principal and Income Act, as such may from time to
time exist.
Section 5.8 TRUSTEE'S DISCRETION. Unless specifically limited, all
discretions conferred upon the Trustee shall be absolute, and the Trustee's
exercise shall be conclusive on all persons interested in the Trusts. With
respect to the rights of the Trustee to distribute income and/or principal of
any Trust, not otherwise required to be distributed, to or for the use and
benefit of any Beneficiary of such Trust, the Trustee deems appropriate, any
other income and the financial resources of such Beneficiary, so far as known
to the Trustee.
Section 5.9 CO-TRUSTEES. At such times as two or more persons are
acting as Co-Trustees hereunder, each Co-Trustee shall have the power to act
solely in any and all transactions involving the Trust Estate and any and all
powers conferred on the Trustees jointly are also conferred on each
Co-Trustee individually, without the contract, deed, lease, promissory note,
deed of trust or any other instrument of any nature whatsoever, in any way
connected with this Trust or on behalf of this Trust, need only be signed by
any one of said Co-Trustees.
BOOKS AND RECORDS
Section 6.1 RECORD OF SHARES. The Trustee shall maintain a record of
all share certificates of the Company which are transferred to the Trustee to
be held pursuant to this Trust, indicating the name in which the stock was
held, the date of issuance of the stock, the class and series of the stock,
the number of shares, and the numbers of the certificates representing those
shares. The Trustee shall also maintain a record of the date on which any
such share certificates were received by the Trustee, and the date on which
the same were delivered to the Company for transfer to the Trustee and shall
obtain a receipt for any such certificate so delivered. The Trustee shall
receive and hold the new share certificates issued by the Company in the name
of the Trustee and shall maintain a record indicating the date of issuance of
such certificates, the date of receipt of such certificate, and the place in
which such certificates are held.
Section 6.2 BOOK OF ACCOUNTS. The Trustee or its agent shall maintain
a book of accounts showing all sums of money received by the Trustee, all
disbursements made by the Trustee and all obligations incurred by the Trustee
which are unpaid. Information concerning the above accounts shall be posted
at least monthly.
Section 6.3 INSPECTION OF RECORDS. The books and records of the trust
created hereby shall be open to inspection and copying, either in person or
by agent, by any of the parties to this Trust or their successors at any
reasonable time at the office of the Trustee.
TERM OF TRUST
Section 7.1 REVOCABILITY OF TRUST. The trust created by this Trust is
hereby expressly declared to be revocable, but only by the vote of a majority
in interest of the Beneficiaries. For purposes of determining interests of
Beneficiaries, each Beneficiary shall have an interest in the Trust Estate
based on the pro rata contribution of such Beneficiary to the Trust.
Section 7.2 TERMINATION. This Trust and the trust created hereby shall
terminate on the earlier of (a) ten (10) years after the date hereof without
notice by or to, or action on the part of, the Trustee or any other party
hereto, or (b) the sale of the shares and the collection of the cash proceeds
therefrom. This Trust may be terminated at an earlier date by one or more
instruments in writing executed by the Trustee and the vote or written
consent of the holders of a majority of beneficial interests in the trust
created hereby.
Section 7.3 RETURN OF SHARE CERTIFICATES AFTER TERMINATION. Within
thirty (30) days after the termination of this Trust, the Trustee shall
deliver to the Beneficiaries the property then held pursuant to this Trust.
Section 7.4 FINAL ACCOUNTING. Within sixty (60) days after termination
of the trust created hereby, the Trustee shall render a final accounting to
the Certificate Holders, and the Company and shall distribute any funds or
other assets held by the Trustee to the parties entitled thereto.
GENERAL PROVISIONS
The following general provisions shall apply to the administration of
any and all Trusts created pursuant to the provisions of this Instrument.
Section 8.1 BOND. No bond shall be required of any person acting as
Trustee hereunder.
Section 8.2 PROFITS AND LOSSES. The profits and losses arising from
any activity of the Trustee, as Trustee of the Trust created hereunder, shall
inure to the benefit of or be charged against the Trust and not the Trustee.
Section 8.3 NOTICE OF CHANGED EVENTS. Unless the Trustee receives from
some person interested in a Trust created hereunder, written notice of any
birth, death or other event upon which the right to receive income or
principal from such Trust may depend, the Trustee shall incur no liability
for disbursements made in good faith to persons whose interests are affected
by such event.
Section 8.4 CERTIFICATE OF TRUST. Any transfer agent or other person
dealing with the Trust (hereinafter referred to as "third party") shall be
entitled to rely upon a copy of a Certificate of Trust certified by the
Trustee to be true, or any amendment thereto setting forth the powers of the
Trust and the general provisions relating to the administration of the Trust.
Such third party shall incur no liability to the Trust or any Beneficiary
hereunder, for acting upon an order or request of the Trustee made pursuant
to the terms hereof set forth in each Certificate of Trust or any amendment
thereto, as the case may be.
Section 8.5 AMENDMENT. The Beneficiaries shall have the power by
majority act (i.e., the Beneficiaries who are in the aggregate are entitled
to receive more then fifty percent (50%) of the respective Trust's Net
Income) to transfer the administration of such Trusts to a new non-corporate
Trustee. Such substitution of a new Trustee shall be made by said
Beneficiaries by giving a written notice to the then acting Trustee which
indicates the desire of said Beneficiaries to effect a substitution in the
office of Trustee and designates the new Trustee selected.
Section 8.6 SUCCESSOR TRUSTEE. Any successor of a Trustee hereunder,
whether resulting by consolidation, merger, transfer of trust business or by
death, resignation, refusal or inability to act, or by other reason, shall
succeed as Trustee with like effect as though originally named as such.
Section 8.7 TRANSFER OF TRUSTEE POWERS. All authorities and powers
herein conferred upon a Trustee, shall pass to any and all subsequent
Trustees.
Section 8.8 LIABILITY AMONG TRUSTEES. No Trustee shall be liable or
responsible for any act, omission or default of any other Trustee, provided
that he had no knowledge of such act, omissions or default and no knowledge
of facts which might reasonably be expected to put him on notice of it.
Section 8.9 NO DUTY TO EXAMINE BOOKS. No succeeding Trustee shall be
under any duty to examine the books and records of a predecessor Trustee and
may accept as the full Trust Estate any properties which may be turned over
to him.
Section 8.10 ACCOUNTING BY TRUSTEE. The Trustee may at any time render
an account of his actions hereunder to the then living Beneficiary of a
Trust, the personal representative of any deceased Beneficiary of a Trust who
is entitled to receive any income during the period accounted for, or the
persons to whom principal of a Trust would be paid over and distributed were
such Trust then to terminate (or if such Trust has terminated, then to the
persons to whom it is to be paid over and distributed). If such accounting is
approved by the above, specified persons, such accounting shall be final,
binding and conclusive upon all persons who may then or thereafter have any
interest in the Trust. The Trustee may also at any time render a judicial
accounting of his actions hereunder. Upon the termination or resignation of a
Trustee shall render the accounting described in this Paragraph 7.11. If no
objection to such accounting is made by an interested party herein within
ninety (90) days after its receipt, it should be final, binding and
conclusive on all interested parties herein.
Section 8.11 INCAPACITY OF A TRUSTEE. If an individual Trustee is
unable to participate in Trust activities because of illness or disability,
the remaining Trustee may, during any such
incapacity, make any and all decisions regarding the Trust Estate on behalf
of such incapacitated Trustee. In determining the disability of an individual
Trustee, the remaining Trustee may rely on a certificate or other written
statement from a physician who has examined the individual Trustee. In the
absence thereof, the remaining Trustee may petition a court of competent
jurisdiction for authority to proceed on behalf of the incapacitated Trustee
under the authority of this Paragraph 7.12.
Section 8.12 DELEGATION BY CO-TRUSTEE. So long as any person shall
serve as a Co-Trustee of any Trust created hereunder, such person shall have
the power, from time to time, to delegate to the remaining Co-Trustee
hereunder, all or any of his powers as Co-Trustee during temporary vacation
periods or other temporary absences. The power of delegation shall be
exercised by delivery by such Co-Trustee to the remaining Co-Trustee of
written notice specifying the powers delegated; such delegation shall
terminate upon delivery by such Co-Trustee to the remaining Co-Trustee of
written notice of termination. Such remaining Co-Trustee shall incur no
liability to any Beneficiary of the Trust Estate with respect to
administration of the Trust Estate during the period of any such delegation.
MISCELLANEOUS
Section 9.1 APPLICABLE LAW. This Trust shall be construed under and
enforced in accordance with the laws of the State of California, without
regard to the conflicts of law provisions thereof.
Section 9.2 ATTORNEYS' FEES. In the event suit is brought by any party
for enforcement of this Trust, each prevailing party shall recover, in
addition to such other relief as may be granted, reasonable attorneys' fees
and experts' fees and costs incurred in bringing such suit and/or in
enforcing any judgment granted them.
Section 9.3 BINDING EFFECT. This Trust shall inure to the benefit of
and be binding upon the parties and their respective successors and permitted
assigns.
Section 9.4 COUNTERPARTS. This Trust may be executed in counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.
Section 9.5 DESCRIPTIVE HEADLINES. Section headings are included herein
for convenience only and shall not be considered in interpreting this Trust.
Section 9.6 ENTIRE AGREEMENT. This Trust and the other documents and
instruments referred to herein contain the entire agreement, with respect to
the subject matter hereof, between the parties, and supercede all prior
agreements or understandings, oral or written, not contained herein or
therein.
Section 9.7 SEVERABILITY. Should any part, term or provision of this
Trust be declared invalid, void or unenforceable, it is the express intent of
the parties that all remaining parts, terms
and provisions hereof shall remain in full force and effect and shall in no
way be invalidated, impaired or affected thereby.
Section 9.8 NO THIRD PARTY RIGHTS. Nothing in this Trust, express or
implied, is intended to confer on nay person other than the parties or their
respective successors and permitted assigns any rights, remedies, obligations
or liabilities under or by reason of this Trust.
Section 9.9 WAIVER OF DEFAULT. Any waiver by either party of a breach
of any term, provision or condition of this Trust shall not operate or be
construed as a waiver of any subsequent breach of the same or any other term,
provision or condition of this Trust. No waiver of any term, provision or
condition of this Trust shall be valid unless in writing and signed by the
party agreeing to such waiver.
Section 9.10 DEFINITIONS. Except as specifically provided herein the
use of the words Trustee, Beneficiaries and similar words for the purpose of
this Trust shall be deemed to include their successors, heirs,
administrators, executors, assigns and other persons standing in the place of
the party referred to whenever appropriate. The term Trustee as used in this
Trust shall apply to the Trustee named in this Trust and to any additional
Trustee appointed and to any successors. Pronouns of one gender shall be
deemed to refer to other genders and the singular shall refer to the plural
and the plural shall refer to the singular when appropriate. No inference
shall be drawn from the use of one gender or the singular or plural other
than as indicated above.
Section 9.11 NOTICE TO TRUSTEE. Any notice to be given to the Trustee
hereunder shall be sufficiently given if mailed to Trustee at 300 Oceangate,
Suite 500, Long Beach, California 90802, or at such other address as the
Trustee may from time to time designate by written notice given to the
Certificate Holders.
Section 9.12 NOTICE TO BENEFICIARIES. Any notice to be given to any
Shareholder shall be sufficiently given if mailed by a nationally recognized
overnight courier, postage prepaid, to the Shareholder at his last known
address. Such notice shall for all purposes be deemed to have been given on
the first business day after mailing thereof.
Section 9.13 AMENDMENT OF TRUST. If at any time the Trustee deems it
advisable to amend this Trust, it shall submit such proposed amendment to the
Beneficiaries for their approval at a special meeting of such Beneficiaries
which shall be called for that purpose. Notice of the time and place of such
meeting shall be given in the manner provided in the California Corporations
Code for notice of shareholders meetings, and shall contain a copy of the
proposed amendment. If, at such meeting or any adjournment thereof, the
proposed amendment shall be approved by the affirmative vote of a majority of
the Beneficiaries, the proposed amendment so approved shall become a part of
this Trust as if originally incorporated herein.
Section 9.14 SPENDTHRIFT. No interest of any Beneficiary in any Trust
created pursuant to any provision hereof, nor any part of such interest,
shall be anticipated, assigned, encumbered or by other means transferred or
be subject to any creditor's claim, liable to attachment or any other legal
process prior to its actual receipt by the Beneficiary thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Trust to be
duly executed as of the date first above written.
BENEFICIARIES:
By: /s/ Keith D. Freadhoff
-------------------------
KEITH D. FREADHOFF
By: /s/ R. Scott Beebe
-------------------------
SCOTT BEEBE
By: /s/ Donald D. Danks
--------------------------
DONALD D. DANKS
By: /s/ Michael Vanderhoff
-------------------------
MICHAEL VANDERHOFF
TRUSTEE:
/s/ Keith D. Freadhoff
------------------------------
KEITH D. FREADHOFF
SCHEDULE I
CONTRIBUTION OF NETGATEWAY SHARES
Keith D. Freadhoff 450,000
Scott Beebe 100,000
Donald D. Danks 100,000
Michael Vanderhoff 100,000