EXHIBIT 10.115

Netgateway, Inc.



                                                      754 East Technology Avenue
                                                                 Orem, UT  84097
                                                                  (801) 227-0004

April 5, 2001

Officers Name and Address

Dear ______________,

This letter will confirm the agreement we reached on January 5, 2001 relative to
converting  monies owed you by  Netgateway  into stock of the Company.  This was
done in an effort to improve our balance  sheet and show future  investors  that
the management team is committed to the Company and its future. Due to the press
of other  matters  the  mechanics  were  not  completed  until  the date of your
signature. At the present time you are owed the following:

Two months back pay            ________________
1999 bonus plan                ________________
Signing bonus - merger         ________________
2000 bonus plan                ________________
    Total                      ________________

You have agreed to accept ________ shares of the Company's  common stock as full
payment  for this  indebtedness.  The  shares are not  registered  with the SEC.
Further  the  Company  has agreed to pay you a cash bonus of _______ on April 1,
2002 to assist you with the  income  taxes you will be liable for as a result of
accepting this stock in lieu of a cash payment.

You will be issued an IRS form W.2 for the year  2001 in the amount of  $_______
representing the compensation portion of this exchange.

If this  letter  correctly  states our  agreement  please so indicate by signing
below.  I  appreciate  your  willingness  to assist the  Company by making  this
conversion.

Sincerely,




Donald Danks
Chief Executive Officer


Accepted and agreed to:
                       ________________________________       __________________
                                        Name of Officer              Date