StoresOnline. Com 
CABLE RESELLER AND MALL AGREEMENT

Cable ONE, Inc.

THIS CABLE RESELLER AND MALL AGREEMENT (the "AGREEMENT") is made and entered into as of the date set forth on the Addendum attached hereto and by this reference made a part hereof (the "ADDENDUM"), between and among STORESONLINE. COM, INC., a California corporation, and NETGATEWAY, a Nevada corporation, on the one hand (collectively,"STORESONLINE"), and the Reseller identified on the Addendum, on the other hand ("RESELLER").

RECITALS

A. Reseller is a cable television operator, engaged in the business described on the Addendum.

B. StoresOnline owns, operates and maintains an Internet storefront-building services package comprised of certain services delivered through StoresOnline's proprietary software, the standard features of which are more particularly described on the Addendum (the "SERVICES").

C. The Services are delivered through the Internet and may be made available through a private, branded electronic exchange to be developed for Reseller.

D. StoresOnline desires to (i) sell and license the Services to Reseller for Reseller's resale and sublicense to end-user customers or, with the written permission of StoresOnline, to other resellers and (ii) develop certain on-line mall (s) to be branded around Reseller's name, brand and image (the "MALLS").

E. Reseller desires to purchase and license the Services for resale to end-user customers and shall use its unique resources to promote the Services as hereinafter set forth.

AGREEMENT

NOW, THEREFORE, on the basis of the foregoing recitals, and inconsideration of the mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. SERVICES.

a. SCOPE OF AGREEMENT. This Agreement covers (i) the purchase, licensing, promotion and sale of the Services and (ii) the design and development of the Malls pursuant to and in accordance with the terms and conditions set forth on the Addendum.

b. LICENSE GRANT; SALE OF SERVICES. StoresOnline grants to Reseller, subject to the terms and conditions of this Agreement, the non-exclusive right and license to resell and sublicense (in the case of software products), the Services to Reseller's end-user customers or, with the written permission of StoresOnline, to other resellers. In the case of software products, Reseller acknowledges that such software is and will remain proprietary to StoresOnline, is copyrighted and that Reseller acquires no right, title or interest in or to any such software by this Agreement. Reseller agrees to sublicense the Services hereunder pursuant to the Standard License Agreement Terms set forth on Exhibit A hereto, and to cause each of its customers or other resellers to sublicense the Services pursuant to such terms, which terms, in the case of a reseller, shall be accepted upon store set-up and, in the case of an end-user customer, shall be accepted as part of the storefront registration process described below.

c. PRODUCT NAME. It is expressly agreed that the ownership and all right, title and interest in and to the Services and any trademark, trade name, patent or copyright relating to the Services is and will remain vested solely in StoresOnline; PROVIDED, HOWEVER, that as permitted by this Agreement, Reseller may use any existing or future trademark, trade name, patent or copyright relating to the Services, such use to be limited to promoting, selling, installing or maintaining the Services; and PROVIDED, FURTHER, that as permitted by this Agreement, the Services may be branded around Reseller's name, brand and image. Reseller shall use its best efforts during the term of this Agreement to protect StoresOnline's trademarks, trade names, patents and copyrights, but shall not be required to instigate legal action against third parties for any infringement thereof. Reseller shall notify StoresOnline of any infringement as soon as practicable after becoming aware of any such infringement. Reseller shall not use, directly or indirectly, in whole or in part, StoresOnline's name or any other trade name or trademark that is owned or used by StoresOnline in connection with any product other than StoresOnline's products, without the prior written consent of StoresOnline.

d. MALL DEVELOPMENT. StoresOnline shall develop the Malls in accordance with the terms and conditions set forth herein and on the Addendum. The Malls may be branded around Reseller's name, brand and image and shall link to the Reseller's branded StoresOnline solution. The Malls will include appropriate URL addresses, four to six featured products and stores from various Reseller and third party advertisers, additional Reseller and non-Reseller advertiser stores and products catalogued with text references, and links to top-tier eCommerce sites. The Malls will also include an appropriate search engine, commerce functionality, banner and other appropriate advertising space and such other features as the parties shall mutually agree. The Mall will be capable of cataloguing stores independently or in conjunction with all other Malls developed hereunder, if any, as well as other malls which belong to the StoresOnline electronic mall network. Reseller agrees and understands that the storefronts of its end-user customers may be placed in one or more electronic malls developed and/or operated by StoresOnline.

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