EXHIBIT A
PFSWEB, INC.
CERTIFICATE OF DESIGNATIONS
in respect of
SERIES A PREFERRED STOCK
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Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
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The undersigned, being ______________________ of PFSWEB, INC. (the
"Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, hereby certifies that, pursuant to the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation duly adopted the following
resolution at a meeting of said Board of Directors duly called and held on June
8, 2000, which resolution remains in full force and effect as of the date
hereof:
RESOLVED, that the Board of Directors of the Corporation,
pursuant to authority expressly vested in it by the provisions of the
Corporation's Certificate of Incorporation, as amended (the "Charter"),
hereby establishes a series of the preferred stock, par value $1.00 per
share, of the Corporation and fixes the number of shares of such series
and the powers, designations, preferences and relative, participating,
optional or other rights of such series, and the qualifications,
limitations or restrictions thereof, as follows: