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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Underwriting Agreement
2.1** -- Form of Master Separation Agreement by and among Daisytek
International Corporation, Daisytek, Incorporated,
Priority Fulfillment Services, Inc. and PFSweb, Inc.
2.2** -- Form of Initial Public Offering and Distribution
Agreement by and among Daisytek International
Corporation, Daisytek, Incorporated, Priority Fulfillment
Services, Inc. and PFSweb, Inc.
2.3** -- Form of Registration Rights Agreement by and among
Daisytek International Corporation, Daisytek,
Incorporated and PFSweb, Inc.
2.4** -- Form of Tax Indemnification and Allocation Agreement
between Daisytek International Corporation and PFSweb,
Inc.
2.5** -- Form of Transition Services Agreement between Daisytek
Incorporated and PFSweb, Inc.
2.6** -- Form of Transaction Management Services Agreement between
Daisytek, Incorporated and Priority Fulfillment Services,
Inc.
3.1 -- Amended and Restated Certificate of Incorporation
3.2 -- Amended and Restated Bylaws
4.1 -- Form of Common Stock certificate of PFSweb, Inc.
5.1** -- Opinion of Wolff & Samson, P.A.
10.1** -- Non-Employee Director Stock Option and Retainer Plan
10.2** -- Employee Stock Option Plan
10.3** -- Employee Annual Incentive Plan
10.4** -- Industrial Lease Agreement between Shelby Drive
Corporation and Priority Fulfillment Services, Inc.
10.5** -- Lease Contract between Transports Weerts and Priority
Fulfillment Services Europe B.V.
21.1** -- Subsidiaries of PFSweb, Inc.
23.1 -- Consent of Arthur Andersen LLP
23.2** -- Consent of Wolff & Samson, P.A. (included in Exhibit 5.1)
24.1** -- Power of Attorney
27.1 -- Financial Data Schedule
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** Previously filed.