SEC Filings Section 16 Filings Only
 
PFSWEB INC filed this 8-K on 06/14/2000.
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                                                                             B-8



                          FORM OF ELECTION TO PURCHASE


                  (To be executed if holder desires to exercise
                  Rights represented by the Right Certificate.)


To: PFSWEB, INC.


         The undersigned hereby irrevocably elects to exercise _________ Rights
represented by this Right Certificate to purchase the Series A Shares (or
fractions thereof) issuable upon the exercise of such Rights (or such other
securities of the Company or of any other entity that may be issuable upon the
exercise of the Rights) and requests that certificates for such shares be issued
in the name of:

Please insert social security
or other identifying number:  ________________________________________________
                                     (Please print name and address)

________________________________________________________________________________


         If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance of such Rights shall
be registered in the name of and delivered to: