PFSWEB INC filed this SC TO-I on 04/30/2001.
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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.

                                             PFSWEB, INC.



                                             By:  /s/ THOMAS J. MADDEN
                                                --------------------------------
                                             Name:  Thomas J. Madden
                                             Title: Executive Vice President and
                                                      Chief Financial and
                                                       Accounting Officer


Date: April 30, 2001


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