Sample Business Contracts

Finder's Agreement - SBI E-2 Capital (USA) Inc. and Netgateway Inc.

Services Forms

                               As of June 14, 2001

Netgateway, Inc.
754 East Technology Avenue
Orem, Utah  84097

         Re:      Finder's Agreement

Ladies and Gentlemen:

         When  countersigned  by you below,  the following letter will set forth
our  understanding  and constitute our agreement (the  "Agreement") by which SBI
E2-Capital  (USA) Inc. (the "Finder")  will serve on behalf of Netgateway,  Inc.
(the  "Company")  as a finder to introduce  the Company to  potential  investors
("Potential  Investors") in connection with the Company's  private offering (the
"Transaction")  of $2,500,000  aggregate  principal  amount of its common stock,
$.001 par value (the "Common Stock").

         1.  Services.  The  services  which the Finder may provide  shall be in
addition to, and independent of, any other services which the Finder is expected
to provide to the Company  under any other  agreements  that the Finder may have
with the Company.  Accordingly,  no portion of the compensation which the Finder
may earn under such other  agreements will have any relationship to the finder's
fee set  forth  below;  nor  will  payment  of any  such  finder's  fee have any
relationship to any other sums for which the Company is obligated to the Finder.

         2. Best  Efforts.  The Finder  will use the  Finder's  best  efforts in
rendering  its  services  to the  Company in  connection  with the  Transaction.
Neither the Company, nor any of its officers, directors or shareholders, will be
obligated  to proceed  with any person  that the  Finder  may  introduce  to the
Company.  The Finder's  services  hereunder will be provided on a  non-exclusive
basis during the term hereof.

         3. Term. The term of this Agreement  shall be for a period of one year,
commencing as of June 15, 2001. However,  any such expiration shall be qualified
as provided by the other terms and conditions of this Agreement.

         4.   Compensation.   For  its  role  as  Finder  with  respect  to  the
Transaction,  the Finder will be entitled to receive,  and the Company shall pay
the full amount of, a finder's fee in an amount equal to the following:

               (a)  2% of the gross  proceeds all capital raised during the term
                    of the engagement,

               (b)  7% of any proceeds raised via introduction from the Finder,

               (c)  Warrants to purchase  250,000  shares of common stock at the
                    Offering price in the  Transaction,  issued to the Finder or
                    its  designees,  along with standard  anti-dilution  and net
                    issuance provisions.

         5. Expenses.  The Company shall  reimburse the Finder  promptly for any
out-of-pocket  expenses,  including  fees and expenses of the Finder's  counsel,
incurred by the Finder in connection  with  rendering its services  hereunder at
the Company's request, upon submission of a bill therefore.

         6.  Potential  Investors.  The Finder will  periodically  inform you in
writing  as to the  identity  of those  Potential  Investors  who,  based on the
Finder's  discussions  with them, have expressed an interest in participating in
the  Transaction.   As  to  any  such  party,  the  provision  of  the  Finder's
introduction  will fully  qualify for and entitle the Finder to receive the full
amount of compensation set forth in Section 4 above, even though the Company may
have been  aware of or even had  discussions  with any such  party  prior to the
introduction which the Finder has provided.

         7.  Indemnification.  The Company shall indemnify and hold harmless the
Finder from and against any and all claims,  losses,  damages,  liabilities  and
costs,  including reasonable attorneys' fees and costs (collectively,  "Losses")
that are incurred or  sustained by the Finder that arise from,  relate to or are
connected  with the  performance  of the Finder's  duties under this  Agreement,
except  if  such  Losses  are  caused  by the  Finder's  willful  misconduct  or
intentional wrongdoing.  In addition, the Company shall cooperate fully with the
Finder in the Finder's defense of any of the foregoing.

         8. Status of Finder. The Finder is an independent contractor and is not
and shall not be considered the Company's agent for any purposes whatsoever. The
Finder is not granted any right or authority to assume or create any obligations
or liability,  express or implied,  on the Company's  behalf, or to negotiate on
behalf  of or bind the  Company  in any  manner  whatsoever.  The  Finder is not
licensed as a securities  broker or dealer and cannot and will not engage in the
sale of securities on behalf of the Company,  or in any other activity for which
such or any other license is required.

         9.  Arbitration.  All  disputes  between  the  Company  and the  Finder
relating to or arising from this  Agreement  shall be submitted upon the written
demand of any party hereto to mandatory, final and binding arbitration under the
rules and regulations of the American Arbitration  Association,  to be conducted
in Los Angeles, California.

10.      General Terms.

               (a)  Governing  Law.  This   Agreement   shall  be  construed  in
                    accordance  with and  governed  by the laws of the  State of

               (b)  Attorneys' Fees. If any litigation or other legal proceeding
                    relating to this Agreement  occurs between the parties,  the
                    prevailing  party shall be entitled to recover (in  addition
                    to any other relief awarded or granted) its reasonable costs
                    and expenses,  including  attorneys' fees and costs incurred
                    in such litigation or proceeding.

               (c)  Severability.  If any term or provision of this Agreement is
                    determined to be illegal, invalid or otherwise unenforceable
                    by a court of  competent  jurisdiction,  then to the  extent
                    necessary to make such  provision or this  Agreement  legal,
                    valid or otherwise enforceable,  such term or provision will
                    be  limited,  construed  or severed  and  deleted  from this
                    Agreement,  and  the  remaining  portion  of  such  term  or
                    provision  and the  remaining  other  terms  and  provisions
                    hereof  shall  survive,  remain in full force and effect and
                    continue  to be  binding,  and will be  interpreted  to give
                    effect to the  intention  of the parties  hereto  insofar as
                    that is possible.

               (d)  Personal  Jurisdiction  and Venue.  The parties  hereto each
                    submit to the  personal  jurisdiction  of, and venue in, the
                    federal and state courts in the City of Los  Angeles,  State
                    of California, for any actions arising out of or relating to
                    this Agreement.

               (e)  Amendment and  Modification.  This  Agreement and any of its
                    terms  and  provisions   may  only  be  amended,   modified,
                    supplemented  or waived in a writing  signed by both parties

               (f)  Entire  Agreement.  This  Agreement  represents  the  entire
                    agreement  between the parties  with  respect to the subject
                    matter hereof and replace and supersede any and all prior or
                    contemporaneous agreements or understandings,  written, oral
                    or otherwise with respect to the subject matter hereof.

               (g)  Waiver. No waiver of any term or provision hereof or consent
                    to any action  hereunder  shall  constitute  a waiver of any
                    other  term or  provision  hereof  or  consent  to any other
                    action  hereunder,  whether  or not  similar.  No  waiver or
                    consent  hereunder shall  constitute a continuing  waiver or
                    consent  hereunder  or commit a party to provide a waiver or
                    consent in the future except to the extent  specifically set
                    forth in writing.  The entire agreement  between the parties
                    with  respect to the subject  matter  hereof and replace and
                    supersede any and all prior or contemporaneous agreements or
                    understandings,  written,  oral or otherwise with respect to
                    the subject matter hereof.

               (h)  Successors  and Assigns.  This Agreement can not be assigned
                    by either  party  without the prior  written  consent of the
                    other  party,  which  consent  can be withheld in such other
                    party's sole  discretion.  This  Agreement  shall be binding
                    upon and inure to the  benefit  of the  parties  hereto  and
                    their respective heirs, successors and permitted assigns.

               (i)  Notices.  All  communications  hereunder shall be in writing
                    and, if sent to the Adviser, shall be mailed,  delivered, or
                    telexed or  telegraphed  and  confirmed  by  letter,  to SBI
                    E2-Capital  (USA)  Inc.,  23  Corporate  Plaza 210,  Newport
                    Beach, CA 92660 Attn: Shelly Singhal,  Managing Director, or
                    if sent to the  Company,  shall  be  mailed,  delivered,  or
                    telexed  or   telegraphed   and  confirmed  by  letter,   to
                    Netgateway,  Inc., 754 East  Technology  Avenue,  Orem, Utah
                    84097  Attn:  Don  Danks.  All  notices  hereunder  shall be
                    effective   upon  receipt  by  the  party  to  which  it  is

               (j)  Headings. Headings contained in the Agreement are solely for
                    convenience  and shall not be used to define or construe any
                    of the terms or provisions hereof.

               (k)  Meanings of Certain Words. Whenever the context may require,
                    any  pronouns  used  in this  Agreement  shall  include  the
                    corresponding  masculine,  feminine or neuter forms, and the
                    singular forms of nouns or pronouns shall include the plural
                    and vice versa.

               (l)  Construction. The rule of construction that any ambiguity in
                    an  agreement  be  construed  against  the  drafter  of such
                    agreement shall not apply to this Agreement.

         Should the Foregoing  conform to your  understanding for our agreement,
please indicate your  acknowledgement  thereof and agreement  thereto by signing
the enclosed copy of this letter where  indicated  below and returning one fully
signed copy hereof to the undersigned.

                                           Very truly yours,

                                           SBI E2-Capital (USA) Inc.

                                                    Shelly Singhal
                                                    Managing Director
Acknowledged And Agreed:


         Don Danks
Its:     CEO/Chairman