NETGATEWAY INC
EXHIBIT 10.90
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>net10qexh7.txt
<DESCRIPTION>EXHIBIT 10.90
<TEXT>

NEITHER THIS WARRANT NOR THE SECURITIES TO BE RECEIVED UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
ANY STATE  SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED,  WHETHER OR NOT FOR CONSIDERATION, IN THE
ABSENCE  OF (1) AN  EFFECTIVE  REGISTRATION  STATEMENT  AND  QUALIFICATION  WITH
RESPECT TO SUCH  SECURITIES  UNDER THE  SECURITIES  ACT AND UNDER ANY APPLICABLE
STATE  SECURITIES  LAWS  OR  (2)  AN  EXEMPTION  FROM  SUCH   QUALIFICATION  AND
REGISTRATION.



                          COMMON STOCK PURCHASE WARRANT

No. ___
January 25, 2001

NETGATEWAY,  INC., a Delaware corporation (the "Company"),  having its executive
offices at 754 E. Technology  Ave.,  Orem,  Utah 84097,  does hereby certify and
agree that, for good and valuable consideration (the existence,  sufficiency and
receipt    of    which    are    hereby     acknowledged    by    the    Company
________________________________________________________________________________
his successors and assigns  ("Holder"),  hereby is entitled to purchase from the
Company,  during  the term set forth in  Section 1  hereof,  up to an  aggregate
amount of shares (the "Exercise  Quantity") of duly authorized,  validly issued,
fully paid and  non-assessable  shares of Common  Stock,  par value  US$.001 per
share,  of the Company (the "Common  Stock"),  all upon the terms and provisions
and subject to adjustment  of such Exercise  Quantity as provided in this Common
Stock Purchase Warrant (the  "Warrant").  The exercise price per share of Common
Stock for which this  Warrant is  exercisable  shall be fifty cents  ($.50),  as
adjusted from time to time pursuant to the terms of this Warrant (the  "Exercise
Price").

         The term of this Warrant  commences  as of the date  hereof,  and shall
expire at 5:00 P.M.,  Pacific time, on the thirtieth  calendar day following the
date of this Warrant;  provided however, that in the event the closing bid price
of the Common Stock is not $.75 or more for ten consecutive  trading days during
the  initial  term of this  Warrant,  the term  shall be  extended  for a single
additional  thirty  calendar day period.  In the event that this  Warrant  would
expire on a day that is not a Business Day (as defined below),  then the term of
this Warrant  automatically shall be extended to 5:00 P.M., Pacific time, on the
next succeeding Business Day.

         This Warrant may be exercised by the Holder of this Warrant at any time
following the first  anniversary  of the date hereof  through the balance of the
term  hereof,  in whole or in part,  from time to time  (but not for  fractional
shares,  unless  this  Warrant is  exercised  in  whole),  by  presentation  and
surrender  of this  Warrant to the  Company,  duly  completed  and  executed for
exercise,  together with payment in the  aggregate  amount equal to the Exercise
Price multiplied by the number of shares of Common Stock being purchased. At the
option of Holder,  payment of the  Exercise  Price maybe made only by  certified
check payable to the order of the Company or wire  transfer.  Upon the Company's
receipt  of this  Warrant,  duly  completed  and signed  for  exercise,  and the
requisite  payment,  the  Company  shall  issue  and  deliver  (or  cause  to be
delivered) to the exercising Holder stock certificates aggregating the number of
shares of Common  Stock  purchased.  In the event of a partial  exercise of this
Warrant,  the Company shall issue and deliver to the Holder a new Warrant at the
same time such stock certificates are delivered, which new Warrant shall entitle
the Holder to purchase  the balance of the Exercise  Quantity  not  purchased in
that partial  exercise and shall otherwise be upon the same terms and provisions
as this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized representative and its corporate seal, if any, to be impressed
hereupon and attested to by its Secretary or Assistant Secretary.

NETGATEWAY, INC.,
a Delaware corporation

By:     ____________________________________
         John J. Poelman
         President

Attest:

By:     ___________________________________
         Frank C. Heyman
         CFO, Secretary


<PAGE>


1.  Exercise.  Upon the due exercise by the Holder of this  Warrant,  whether in
whole or in part, the Holder (or any other person to whom a stock certificate is
to be so issued)  shall be deemed for all  purposes to have become the Holder of
record of the  shares  of  Common  Stock  for  which  this  Warrant  has been so
exercised (the "Warrant Securities" ), effective  immediately prior to the close
of business on the date this Warrant, the completed and signed Exercise Form and
the requisite  payment were duly delivered to the Company,  irrespective  of the
date of actual delivery of certificates representing such shares of Common Stock
so issued.  In the event the Holder of this  Warrant  desires that any or all of
the stock  certificates to be issued upon the exercise hereof be registered in a
name or names other than that of the Holder of this Warrant, the Holder must (i)
so  request  in  writing  at the  time  of  exercise  if the  transfer  is not a
registered  transfer,  (ii)  provide  to  the  Company  an  opinion  of  counsel
reasonably  satisfactory to the Company to the effect that the proposed transfer
may be effected without  registration under the Securities Act, and (iii) pay to
the Company funds sufficient to pay all stock transfer taxes (if any) payable in
connection with the transfer and delivery of such stock certificates.

2.  Surrender of Warrant;  Expenses.  Whether in  connection  with the exercise,
exchange,  registration of transfer or replacement of this Warrant, surrender of
this Warrant  shall be made to the Company  during  normal  business  hours on a
Business Day (unless the Company otherwise  permits) at the executive offices of
the  Company  specified  above,  or to such  other  office  or  duly  authorized
representative  of the  Company  as from time to time may be  designated  by the
Company by written notice given to the Holder of this Warrant.  The Holder shall
pay  all  costs  and  expenses   incurred  in  connection   with  the  exercise,
registering,  exchange,  transfer or replacement of this Warrant  (excluding the
costs of preparation, execution and delivery of warrants and stock certificates)
and shall pay all taxes and other  charges  imposed by law payable in connection
with the  exercise,  registration,  exchange,  transfer or  replacement  of this
Warrant.

3. Warrant Register;  Transfer; Loss. This Warrant is being issued in connection
with, and is subject to the terms, conditions,  restrictions and obligations of,
the Note Purchase Agreement of even date herewith by and between the Company and
the original Holder of this Warrant.  The Company at all times shall maintain at
its chief  executive  offices an open  register for all  Warrants,  in which the
Company  shall  record the name and address of each person to whom a Warrant has
been  issued or  transferred,  the  number  of  shares of Common  Stock or other
securities purchasable thereunder and the corresponding purchase prices. Neither
this Warrant nor the Warrant Securities, when issued, may be transferred: (a) if
such transfer  would  constitute a violation of any federal or state  securities
laws or a breach of the conditions to any exemption from registration thereunder
and (b) unless and until one of the following has occurred:  (i) registration of
this Warrant or the Warrant Securities, as the case may be, under the Securities
Act,  and such  registration  or  qualification  as may be  necessary  under the
securities  laws of any state,  have  become  effective,  or (ii) the Holder has
delivered evidence reasonably satisfactory to the Company that such registration
or  qualification  is not  required.  This  Warrant may be  transferred  only in
accordance with the provisions hereof, in whole or in part, by the Holder or any
duly authorized representative of such Holder. A transfer may be registered with
the Company by submission to it of this Warrant,  duly  completed and signed for
assignment,  and an opinion of counsel  reasonably  satisfactory to the Company.
Within five (5)  Business  Days after the  Company's  receipt of this Warrant so
completed  and executed  and opinion,  the Company will issue and deliver to the
transferee  a new  Warrant  representing  the portion of the  Exercise  Quantity
transferred at the same Exercise  Price per share and otherwise  having the same
terms and provisions as this Warrant, which the Company will register in the new
Holder' s name. Upon receipt by the Company of evidence reasonably  satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of this
Warrant, and (a) in the case of loss, theft or destruction,  upon receipt by the
Company  of  indemnity  reasonably  satisfactory  to it or (b) in  the  case  of
mutilation,  upon  surrender  and  cancellation  thereof,  the  Company,  at its
expense, will execute,  register and deliver, in lieu thereof, a new certificate
or instrument  for (or covering the purchase of) this Warrant.  The Company will
from time to time take all such  action as may be  necessary  to assure that the
par value per share of the unissued  Common Stock  acquirable  upon  exercise of
this  Warrant  is at all times  equal or less than the  Exercise  Price  then in
effect.

4.  Adjustment  of Exercise  Price in the Event of  Dividends,  Stock Splits and
Reverse Stock  Splits.  In case the Company shall at any time issue Common Stock
or Common Stock  equivalents by way of a dividend or other  distribution  on any
stock of the  Company  or effect a stock  split or  reverse  stock  split of the
outstanding  shares of Common Stock,  the Exercise Price then in effect shall be
proportionately decreased in the case of such issuance (on the day following the
date fixed for  determining  shareholders  entitled to receive such  dividend or
other distribution) or decreased in the case of such stock split or increased in
the case of such  reverse  stock  split (on the date that  such  stock  split or
reverse stock split shall become  effective),  by multiplying the Exercise Price
in effect immediately prior to the stock dividend,  stock split or reverse stock
split by a fraction,  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately  prior to such stock  dividend,  stock  split or
reverse  stock split,  and the  denominator  of which is the number of shares of
Common Stock outstanding  immediately after such stock dividend,  stock split or
reverse stock split. A similar appropriate adjustment shall be made with respect
to the number of shares of Common Stock for which this Warrant is exercisable.

5. Reorganization;  Asset Sales; Etc. In case of (i) any capital  reorganization
or  any  reclassification  of  the  capital  stock  of  the  Company,  (ii)  any
consolidation  or merger of the  Company  with or into  another  corporation  or
entity,  (iii) the  disposition  or transfer of the assets of the Company  other
than in the ordinary course of the Company's business,  or (iv) the dissolution,
liquidation  or winding up of the  Company,  the  Holder of this  Warrant  shall
thereafter be entitled to purchase  upon exercise  hereof the kind and amount of
shares of stock and other securities and property receivable in such transaction
by a holder of the number of shares of Common  Stock of the  Company  into which
this Agreement entitled the holder to purchase immediately prior to such capital
reorganization,  reclassification of capital stock, non-surviving combination or
disposition.

6.  Governing  Law.  WITH RESPECT TO CORPORATE  MATTERS,  THIS WARRANT  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE AND, WITH RESPECT TO ALL OTHER MATTERS,  THIS WARRANT SHALL BE GOVERNED
BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF UTAH, IN
EACH CASE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



<PAGE>
Exercise;  Transfer.  The undersigned  Holder of this Warrant hereby irrevocably
elects to exercise  this  Warrant to the extent of  ____________________________
shares  of  Common  Stock,  $.001  par value  per  share,  of the  Company.  The
undersigned  herewith  encloses a  certified  check  payable to the order of the
Company in the amount of $_____________ in payment of the Exercise Price.

FOR VALUE RECEIVED,  the undersigned Holder hereby sells,  assigns and transfers
unto the transferee whose name and address are set forth below all of the rights
of the  undersigned  under this  Warrant  (to the  extent of the  portion of the
within Warrant being transferred hereby, which portion is ______________).

Name of Transferee:  ___________________________________
State of Organization (if applicable):  _______________________
Federal TIN or SSN:  ___________________________________
Address:  ____________________________________________

The    undersigned    does   hereby    irrevocably    constitute   and   appoint
________________________  attorney to  register  the  foregoing  transfer on the
books  of  the  Company  maintained  for  that  purpose,   with  full  power  of
substitution in the premises.  As required,  enclosed herewith is the opinion of
legal counsel for the undersigned.

If this  exercise or  transfer is not an exercise or transfer in full,  then the
undersigned Holder hereby requests that a new Warrant of like tenor (exercisable
for the balance of the Exercise  Quantity of shares of Common  Stock  underlying
this Warrant) be issued and delivered to the  undersigned  Holder at the address
on the warrant register of the Company.

Dated:   _____________________

_________________________________________
(Name of Registered Holder - Please Print)

By:  ________________________________
       (Signature of Registered Holder or of Duly
      Authorized Signatory)


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</DOCUMENT>
