Sample Business Contracts

Severance Agreement - Netgateway Inc. and Donald M. Corliss Jr.

                                                     January 10, 2001
Donald M. Corliss Jr.
22851 Driftstone
Mission Viejo, California 92692

Dear Don:

This is to confirm that (1) you have  resigned as Director,  President and Chief
Operating  Officer of  Netgateway  effective  as of  January  5, 2001,  (2) that
Netgateway  accepted  your  resignation  effective  as of such  date,  (3)  that
Netgateway  has agreed to provide a  favorable  reference  for you should you so
request,  and (4) that you release Netgateway from all of its obligations to you
and all claims you may have against it, including under the Employment Agreement
between yourself and Netgateway dated as of December 1998 once you have received
the  consideration  set forth  below.  All of the above is  subject  to: (i) the
receipt  of  approximately  $29,000 in  consulting  fees (ii)  reimbursement  of
business related expenses for which you submit proper documentation.  Consultant
fees and expenses  will be paid at a rate of $5,000  every two weeks  commencing
February  5, 2001  until  fully  paid.  (iv)  Continuation  of health  insurance
benefits  on the same  terms  as they  currently  exist  for 6  months,  (v) the
granting of a one-half interest in a license to the code base of the ICC for use
as a tool kit on terms to be  negotiated  between the  parties,  (vi) a one-half
interest in a Sun  enterprise  server,  and (vii) stock options  and/or stock in
Netgateway,  Inc.  granted as of January 5, 2001, the amount and strike price to
be  determined  as  follows:  50 percent of the amount of stock  and/or  options
awarded or granted to Donald Danks  ("DD")  during 2001 at the same strike price
as  granted to DD, and 25  percent  of any stock  and/or  options  granted to DD
thereafter  at the same strike  price.  Such options  shall be granted under the
current  Netgateway  Executive  Plan,  shall be cashless and exercisable for ten
years. All other terms shall be the same as those granted to DD.

Each of us  represents to the other that they are not aware of any claim against
any other party in this  agreement,  other than the claims that are  released by
this agreement.  Each of us waives any and all rights and benefits  conferred by
the  provisions of Section 1542 of the Civil Code of the State of California and
any  similar  law of any  state  or  territory  of the  United  States  or other
jurisdiction. This section provides as follows:

                   "A  general  release  does not  extend  to  claims  which the
                   creditor  does not know or  suspect  to exist in his favor at
                   the time of executing the release, which if known by him must
                   have materially affected his settlement with the debtor."

Each of us  understands  and  acknowledges  that even if they should  eventually
suffer additional damages arising out of the matters herein released,  they will
not be able to make any  claims  for those  damages,  except  for breach of this


Netgateway, Inc.
                                           Accepted and Agreed:
Donald Danks
Chief Executive Officer
                                           Donald M. Corliss, Jr.