EXHIBIT(a)(2)

PFSWEB, INC.

OFFER TO EXCHANGE OUTSTANDING OPTIONS HAVING AN EXERCISE PRICE
OF $4.00 OR HIGHER FOR NEW OPTIONS

================================================================================
THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. CENTRAL TIME,
ON MAY 29, 2001, UNLESS WE EXTEND THE OFFER
================================================================================

PFSweb, Inc. is offering to exchange certain outstanding options to
purchase shares of our common stock and having an exercise price of $4.00 per
share or higher (the "eligible options") for new options to be granted to
purchase shares of our common stock (the "new options").

We are making this offer upon the terms and subject to the conditions
set forth in this "Offer to Exchange" and in the related letter of transmittal
(which together, as they may be amended or supplemented from time to time,
constitute the "offer").

This offer is not conditioned upon a minimum number of eligible options
being tendered. This offer is subject to conditions that we describe in Section
6 of this offer to exchange. You may only tender for exchange all or none of
your eligible options having the same exercise price.

WHICH OPTIONS ARE ELIGIBLE OPTIONS?

All outstanding options having an exercise price of $4.00 per share or
higher. This includes (i) options issued under our 1999 Employee Stock Option
Plan (the "1999 Plan"), (ii) options issued under our Non-Employee Director
Stock Option and Retainer Plan (the "Director Plan," and together with the 1999
Plan, the "Plans" and individually, a "Plan") and (iii) non-Plan outstanding
nonqualified stock options ("Conversion Options") which were issued in
connection with our spin-off from our former parent corporation, Daisytek
International Corporation ("Daisytek").

WHO CAN PARTICIPATE IN THE EXCHANGE?

You can participate in the exchange if you are a United States employee
or director of PFSweb, Inc. or one of its subsidiaries from April 30, 2001
through the date the new options are issued, which is presently expected to be
following six months and one day from the date this offer expires.

WHEN AND HOW MANY NEW OPTIONS WILL I RECEIVE?

Each new option will evidence the right to purchase the same number of
shares of common stock as set forth in the eligible option exchanged therefor.
The new options are

expected to be issued six months and one day from the date of the cancellation
of the eligible options tendered in the exchange which will be as soon as
possible following the date this offer expires.

WHAT IS THE EXERCISE PRICE OF THE NEW OPTIONS?

The exercise price of the new options will equal the fair market value
of our common stock on the date prior to the date we grant the new options. Our
common stock is currently traded on the Nasdaq National Market and fair market
value will be determined based upon the last reported sale price. If on the date
we grant the new options our common stock is not traded on the Nasdaq National
Market and is traded in the over-the-counter market, fair market value will be
the mean between the closing representative bid and asked prices as of such
date. Therefore, since we will not grant new options until at least six months
and one day after the date we cancel the options accepted for exchange, it is
possible that the new options may have a higher exercise price than some or all
of your current options. We recommend that you obtain current market quotations
for our common stock before deciding whether to tender your options.

WHAT IS THE VESTING PERIOD AND TERM OF THE NEW OPTIONS?

Each new option issued in exchange for eligible options issued under a
Plan will be fully vested as to 75% of the shares subject thereto, and the
remaining 25% will have a one year quarterly vesting schedule beginning on the
date of issuance of the new option. Each new option issued in exchange for
Conversion Options will not be vested on the date of issuance and will have a
new one year quarterly vesting schedule beginning on the date of the issuance of
the new options. Each new option will have a ten-year term from the date of
issuance.

WHAT DOES THE COMPANY RECOMMEND THAT I DO?

The Board of Directors has approved this offer and recommends that
employees accept it. The new options may have a lower exercise price than the
eligible options exchanged therefor. The Board of Directors believes that, in
general, the offer creates a better chance for employees to obtain value from
their options in the short-term. As a service company, the Board believes that
providing equity incentives to our dedicated team of professionals is a critical
ingredient for the Company's development and success. Nevertheless, the Board of
Directors recognizes that the decision to accept is an individual one that
should be based on a variety of factors and you should consult with your
personal advisors if you have questions about your financial or tax situation.

Shares of our common stock are quoted on The Nasdaq National Market
under the symbol "PFSW". On April 27, 2001, the closing price of our common
stock on The Nasdaq National Market was $1.26 per share. We recommend that you
obtain current market quotations for our common stock before deciding whether to
elect to exchange your options.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION. NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should direct questions about this offer or requests for assistance
or for additional copies of the offer to exchange or the letter of transmittal
to Harvey Achatz, Vice President-Administration, PFSweb, Inc., 500 North Central
Expressway, Plano, Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).

IMPORTANT

If you wish to tender your eligible options for exchange, you must
complete and sign the letter of transmittal in accordance with its instructions,
and any other required documents, and mail, fax or hand deliver it on or before
the expiration date to Harvey Achatz, Vice President-Administration, PFSweb,
Inc., 500 North Central Expressway, Plano, Texas 75074 (facsimile number:
972-881-0145).

We are not making this offer to, nor will we accept any tender of
options from or on behalf of, option holders in any jurisdiction in which the
offer or the acceptance of any tender of options would not be in compliance with
the laws of such jurisdiction. However, we may, at our discretion, take any
actions necessary for us to make this offer to option holders in any such
jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR
BEHALF AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE
RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR
REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT
RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

4
TABLE OF CONTENTS

PAGE
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Summary Term Sheet
Introduction
The Offer
Section 1. Number of Options; Expiration Date
Section 2. Purpose of the Offer
Section 3. Procedures for Tendering Options
Section 4. Withdrawal Rights
Section 5. Acceptance of Options for Exchange and Issuance of New Options
Section 6. Conditions of the Offer
Section 7. Price Range of Common Stock Underlying the Options
Section 8. Source and Amount of Consideration; Terms of New Options
Section 9. Information About PFSweb, Inc.
Section 10. Interests of Directors and Officers
Section 11. Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer
Section 12. Legal Matters; Regulatory Approvals
Section 13. Material U.S. Federal Income Tax Consequences
Section 14. Extension of Offer; Termination; Amendment
Section 15. Fees and Expenses
Section 16. Additional Information
Section 17. Miscellaneous
Section 18. Date of Offer
Exhibit A Information About the Directors and Executive Officers of PFSweb,Inc.

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have
about this offer. We urge you to read carefully the remainder of this offer to
exchange and the accompanying letter of transmittal because the information in
this summary is not complete and additional important information is contained
in the remainder of this offer to exchange and the letter of transmittal. We
have included references to the relevant sections of this offer to exchange
where you can find a more complete description of the topics in this summary.

WHAT OPTIONS ARE WE OFFERING TO EXCHANGE?

We are offering to issue new options in exchange for all eligible
options that are outstanding and have an exercise price of $4.00 or higher. This
includes (i) options issued under our 1999 Employee Stock Option Plan (the "1999
Plan"), (ii) options issued under our Non-Employee Director Stock Option and
Retainer Plan (the "Director Plan," and together with the 1999 Plan, the "Plans"
and individually, a "Plan") and (iii) non-Plan outstanding nonqualified stock
options ("Conversion Options") which were issued in connection with our spin-off
from our former parent corporation, Daisytek International Corporation
("Daisytek"). (Section 1).

WHAT ARE THE CONDITIONS TO THE OFFER?

The offer is not conditioned upon a minimum number of eligible options
being tendered. However, the offer is subject to a number of other conditions
with regard to events that could occur prior to the expiration of the offer.
These events include a change in accounting principles, a lawsuit challenging
the offer and a third-party tender offer for our common stock or an acquisition
proposal. These and various other conditions are more fully described in Section
6.

ARE THERE ANY ELIGIBILITY REQUIREMENTS I MUST SATISFY AFTER THE EXPIRATION DATE
OF THE OFFER TO RECEIVE THE NEW OPTIONS?

To receive a grant of new options pursuant to the offer, you must be a
United States employee or director of PFSweb, Inc. or one of our subsidiaries
from the date you tender eligible options through the date we grant the new
options. As discussed below, we will not grant the new options until on or about
the first business day that is at least six months and one day following the
date we cancel the options accepted for exchange. If you are not a U.S. employee
or director of PFSweb or one of our subsidiaries from the date you tender
options through the date we grant the new options, you will not receive any new
options or any other consideration in exchange for your tendered options that we
have accepted for exchange. Participation in the offer does not confer upon you
the right to remain as an employee or director of PFSweb or any of our
subsidiaries. (Section 1)

HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS?

We will grant you new options to purchase the same number of shares of
our common stock as are subject to the eligible options you tender that we
accept for exchange. Thus, if you tender for exchange 1,000 eligible options,
you will receive 1,000 new options. All new options will be subject to the terms
and conditions of the 1999 Plan (whether or not issued thereunder) and a new
option agreement between you and us. The new option agreement will be in
substantially the same form as the current form of option agreement being used
under the 1999 Plan. (Section 8)

IF I CHOOSE TO TENDER OPTIONS FOR EXCHANGE, DO I HAVE TO TENDER ALL MY OPTIONS?

You must tender a full option grant. We are not accepting partial
tenders of an individual option grant. For example, if you hold an option to
purchase 3,000 shares of common stock at an exercise price of $10.45 per share,
you must either tender all or none of such options; you cannot tender only part
of the option and retain the remainder of the option. If you hold both $10.45
options and options with a different exercise price, however, you may tender
either or both of such options. (Section 1)

WHEN WILL I RECEIVE MY NEW OPTIONS?

We will grant the new options on or about the first business day that
is at least six months and one day after the date we cancel the options accepted
for exchange. We currently expect to cancel all eligible options tendered for
exchange on or about May 30, 2001, so that the grant date of the new options
will be on or about December 3, 2001. Please remember that you must be a U.S.
employee or director of PFSweb or any of our subsidiaries on both dates and the
entire period between both dates in order to receive a new option. (Section 1)

WHY WON'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION DATE OF THE
OFFER?

If we were to grant the new options on any date that is earlier than
six months and one day after the date we cancel the options accepted for
exchange, we would be required to record compensation expense against our
earnings for financial reporting purposes. By deferring the grant of the new
options for at least six months and one day, we believe we will not have to
record such a compensation expense. (Section 11)

IF I TENDER OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER OPTION
GRANTS BEFORE I RECEIVE MY NEW OPTIONS?

We do not currently intend to grant other options to tendering holders
of eligible options at any time prior to the new option grant date in order to
avoid incurring compensation expense against our earnings because of accounting
rules that could apply to these interim option grants as a result of the offer.
This should not be construed to mean that eligible option holders who do not
tender in the exchange will or may receive option grants during such six month
period. (Section 1)

7
WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?

The exercise price of the new options will equal the fair market value
of our common stock on the date prior to the date we grant the new options. Our
common stock is currently traded on the Nasdaq National Market and fair market
value will be determined based upon the last reported sale price of our common
stock on such date. Accordingly, we cannot predict the exercise price of the new
options. If on the date we grant the new options our common stock is not traded
on the Nasdaq National Market and is traded in the over-the-counter market, fair
market value will be the mean between the closing representative bid and asked
prices as of such date. Therefore, since we will not grant new options until at
least six months and one day after the date we cancel the options accepted for
exchange, it is possible that the new options may have a higher exercise price
than some or all of your current options. We recommend that you obtain current
market quotations for our common stock before deciding whether to tender your
options. (Section 7)

WHEN WILL THE NEW OPTIONS VEST?

WHEN WILL THE NEW OPTIONS EXPIRE?

The new options will expire ten years from the date of grant. (Section
8)

WILL I HAVE TO PAY U.S. FEDERAL INCOME TAXES IF I EXCHANGE MY OPTIONS IN THE
OFFER?

If you exchange your current eligible options for new options, we
believe you will not be required under current law to recognize income for U.S.
federal income tax purposes at the time of the exchange. Further, at the date of
grant of the new options, we believe you will not be required under current law
to recognize income for U.S. federal income tax purposes. We recommend that you
consult with your own tax advisor to determine the tax consequences of tendering
options pursuant to the offer. (Section 13)

WHAT HAPPENS TO ELIGIBLE OPTIONS THAT I CHOOSE NOT TO TENDER?

Nothing. Eligible options that you choose not to tender for exchange
remain outstanding and retain their current exercise price and current vesting
schedule. (Section 8)

However, if your eligible option is an incentive stock option and you
do not accept the offer, then, for U.S. federal income tax purposes only, your
option will be treated as if it was cancelled and granted as a new option on the
date of the offer. In such a case, your option will remain as an incentive stock
option, except to the extent the deemed re-grant causes more than

$100,000 of stock to become vested under all of your incentive stock options
during calendar year 2001. Any amount in excess of $100,000 will be treated as a
nonqualified stock option.

WILL THE NEW OPTIONS BE INCENTIVE STOCK OPTIONS OR NON-QUALIFIED STOCK OPTIONS?

All of the new options will be issued as non-qualified stock options
even if the eligible options tendered in exchange were incentive stock options.
(Section 13)

DO I HAVE TO EXCHANGE ALL OF MY ELIGIBLE OPTIONS OR CAN I JUST EXCHANGE SOME OF
THEM?

If you have eligible options with different exercise prices, you can
elect to tender all or any of the eligible options having the same exercise
price. For example, if you have 100 options with an exercise price of $10.45 and
200 options with an exercise price of $5.95, you can tender (1) all of your
options, (2) none of your options, (3) all of the $10.45 options or (4) all of
the $5.95 options. If you choose to tender any of your options, however, you
cannot tender less than all of the options with the same exercise price.
Therefore, in this example, you cannot tender 50 of the $10.45 options or 100 of
the $5.95 options. (Section 1)

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER OPTIONS IN THE OFFER? CAN THE
OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?

You have until 5:00 P.M. Central time, on May 29, 2001 to tender your
options in the offer. We may, in our discretion, extend the offer at any time,
but we cannot assure you that the offer will be extended or, if extended, for
how long. If we extend the offer, we will make a public and company-wide
announcement of the extension no later than 9:00 a.m. on the next business day
following the previously scheduled expiration date. If we extend the offer, we
may delay the acceptance of any options that have been tendered. (Section 1)

HOW DO I TENDER MY OPTIONS?

If you decide to tender your options, you must deliver, before the
offer expires, a properly completed and duly executed letter of transmittal and
any other documents required by the letter of transmittal to Harvey Achatz, Vice
President-Administration, PFSweb, Inc., 500 North Central Expressway, Plano,
Texas 75074 (facsimile number: 972-881-0145). (Section 3)

DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED ELIGIBLE OPTIONS?

You may withdraw your tendered options at any time before the offer
expires. Because we are not accepting partial tenders of an individual option
grant, you may only withdraw options for all or none of the shares of common
stock subject to an individual grant. To withdraw tendered options, you must
deliver to us at the address or facsimile number listed above a written notice
of withdrawal with the required information while you still have the right

to withdraw the tendered options. Once you have withdrawn options, you may
re-tender options only by again following the delivery procedures described
above. (Section 3)

WHAT ACCOUNTING IMPACT WILL THE OFFER HAVE ON THE COMPANY?

We believe that by separating the cancellation of the tendered options
and the issuance of the new options by more than six months there will be no
accounting impact on the Company and no compensation expense will be reported.
(Section 11)

WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THE OFFER?

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

For additional information or assistance, you should contact: Harvey
Achatz, Vice President-Administration, PFSweb, Inc., 500 North Central
Expressway, Plano, Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).
(Section 1)

INTRODUCTION

PFSweb, Inc. is offering to exchange certain outstanding options to
purchase shares of our common stock and having an exercise price of $4.00 per
share (the "eligible options") for new options (the "new options"). The eligible
options include (i) options issued under our 1999 Employee Stock Option Plan
(the "1999 Plan"), (ii) options issued under our Non-Employee Director Stock
Option and Retainer Plan (the "Director Plan," and together with the 1999 Plan,
the "Plans" and individually, a "Plan") and (iii) non-Plan outstanding
nonqualified stock options ("Conversion Options") which were issued in
connection with our spin-off from our former parent corporation, Daisytek
International Corporation ("Daisytek").

We are making this offer upon the terms and subject to the conditions
set forth in this offer to exchange and in the related letter of transmittal
(which together, as they may be amended or supplemented from time to time,
constitute the "offer"). The number of shares of common stock subject to new
options to be granted to each eligible option holder will be equal to the same
number of shares subject to the eligible options tendered by such option holder
and accepted for exchange. We will grant the new options on or about the first
business day that is at least six months and one day following the date we
cancel the eligible options accepted for exchange. You may only tender for
exchange all or none of your eligible options having the same exercise price. If
you hold options with different exercise prices, however, you may tender all
options having the same exercise price without tendering the options having a
different exercise price.

This offer is not conditioned upon a minimum number of options being
tendered. This offer is subject to conditions that we describe in Section 6
below.

The Conversion Options represent pre-spin-off options issued by
Daisytek to purchase shares of common stock of Daisytek, which were adjusted in
July, 2000 on the effective date of the spin-off and converted into options to
purchase shares of common stock of PFSweb, Inc. As of March 31, 2001, there are
808,122 Conversion Options outstanding that are held by Daisytek employees (the
"Daisytek employee options"). The Daisytek employee options are not subject to
this offer and are not deemed eligible options. In addition, as the result of
possible adverse tax consequences, we are not making this offer available to our
non-U.S. employees, and options held by such persons are not eligible options.
As of March 31, 2001, there are 50,573 options held by non-U.S. employees.
Nevertheless, we expect to reprice the Daisytek employee options and provide our
non-U.S. employees with additional options.

As of March 31, 2001, there were 3,756,126 eligible options outstanding
held by an aggregate of 111 employees and directors, having a weighted average
exercise price of $8.06.

THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

Upon the terms and subject to the conditions of the offer, we will
exchange for new options all eligible outstanding options that are properly
tendered and not validly withdrawn in accordance with Section 4 before the
"expiration date," as defined below. We will not accept

partial tenders of options for any portion of the shares subject to an
individual option grant. Therefore, you may only tender options for all or none
of the shares of common stock subject to a particular option grant.

If your options are properly tendered and accepted for exchange, unless
we terminate this offer pursuant to the terms and conditions hereof, you will be
entitled to receive, on or about the first business day that is at least six
months and one day following the date we accept the options tendered for
exchange, new options to purchase the number of shares of our common stock that
is equal to the same number of shares subject to the eligible options that you
tendered, subject to adjustments for any stock splits, stock dividends and
similar events that occur prior to the grant date of the new options.

IF YOU ARE NOT A U.S. EMPLOYEE OR DIRECTOR OF PFSWEB, INC. OR ONE OF
OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE
NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN
EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE.
PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN AN
EMPLOYEE OR DIRECTOR OF PFSWEB OR ANY OF OUR SUBSIDIARIES.

This means that if you die or quit or we terminate your employment or
services as a director prior to the date we grant the new options, you will not
receive anything for the options that you tendered and we canceled.

The term "expiration date" means 5:00 P.M., Central time, on May 29,
2001, unless and until we, in our discretion, have extended the period of time
during which the offer will remain open, in which event the term "expiration
date" refers to the latest time and date at which the offer, as so extended,
expires. See Section 14 for a description of our rights to extend, delay,
terminate and amend the offer.

We will publish a notice and make a company-wide announcement if we
decide to take any of the following actions:

o we increase or decrease what we will give you in exchange for your
options; or

o we increase or decrease the number of options eligible to be
exchanged in the offer.

If the offer is scheduled to expire within ten business days from the
date we notify you of such an increase or decrease, we will also extend the
offer for a period of ten business days after the date the notice is published.

A "business day" means any day other than a Saturday, Sunday or U.S.
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Central time.

2. PURPOSE OF THE OFFER.

The outstanding eligible options have exercise prices that are
significantly higher than the current market price of our common stock. By
making this offer to exchange outstanding options for new options that will have
an exercise price equal to the fair market value of our common stock on the
grant date, we intend to provide our employees with the benefit of owning
options that over time may have a greater potential to increase in value, create
better performance incentives for employees and thereby maximize stockholder
value. As a service company, we believe that providing equity incentives to our
dedicated team of professionals is a critical ingredient for our development and
success.

Except as otherwise described in this offer to exchange or in our
filings with the Securities and Exchange Commission or in our press releases
which are available from our Investor Relations Department (extension 2304) and
on our web site (www.pfsweb.com) (but such web site is not made a part hereof),
we presently have no plans or proposals that relate to or would result in:

o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving us or any of our material
subsidiaries;

o purchase or sale of a material amount of our assets or any
subsidiary's assets (except for our proposed sale of certain
fulfillment and distribution assets to Daisytek as publicly
announced on April 3, 2001);

o any material change in our present dividend rate or policy, or our
indebtedness or capitalization;

o any change in our present board of directors or senior management,
including a change in the number or term of directors or to fill any
existing board vacancies or change any executive officer's material
terms of employment;

o any other material change in our corporate structure or business;

o our common stock not being authorized for quotation in an automated
quotation system operated by a national securities association;

o our common stock becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Securities Exchange Act of 1934,
as amended;

o the suspension of our obligation to file reports pursuant to section
15(d) of the Securities Exchange Act;

o the acquisition by any person of any of our securities or the
disposition by any person of any of our securities, other than in
connection with the Plans; or

o any change to our certificate of incorporation or bylaws, or any
actions that may make it more difficult for any person to acquire
control of our Company.

The Board of Directors has approved this offer and recommends that
employees accept it. The new options may have a lower exercise price than the
eligible options tendered in exchange. The Board of Directors recognizes that
the decision to accept the offer is an individual one that should be based on a
variety of factors. You are urged to evaluate carefully all of the information
in this offer to exchange and to consult your own legal, investment and/or tax
advisors. You must make your own decision whether to tender your options for
exchange.

3. PROCEDURES FOR TENDERING OPTIONS.

Proper Tender of Options. To validly tender your options pursuant to
the offer, you must, in accordance with the terms of the letter of transmittal,
properly complete, duly execute and deliver to us the letter of transmittal, or
a facsimile thereof, along with any other required documents. We must receive
all of the required documents at PFSweb, Inc., Att: Harvey Achatz, Vice
President-Administration, 500 North Central Expressway, Plano, Texas 75074
(facsimile number: 972-881-0145), before the expiration date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF
YOU DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED AND PROPERLY INSURE THE MATERIALS. IN ALL CASES, YOU SHOULD
ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Determination of Validity; Rejection of Options; Waiver of Defects; No
Obligation to Give Notice of Defects. We will determine, in our sole discretion,
all questions as to form of documents and the validity, form, eligibility,
including time of receipt, and acceptance of any

tender of options. Our determination of these matters will be final and binding
on all parties. We reserve the right to reject any or all tenders of options
that we determine are not in appropriate form or that we determine are unlawful
to accept. Otherwise, we will accept properly and timely tendered options that
are not validly withdrawn. We also reserve the right to waive any of the
conditions of the offer or any defect or irregularity in any tender with respect
to any particular options or any particular option holder. No tender of options
will be deemed to have been properly made until all defects or irregularities
have been cured by the tendering option holder or waived by us. Neither we nor
any other person is obligated to give notice of any defects or irregularities in
tenders, nor will anyone incur any liability for failure to give any such
notice.

Our Acceptance Constitutes an Agreement. Your tender of options
pursuant to the procedures described above constitutes your acceptance of the
terms and conditions of the offer. OUR ACCEPTANCE FOR EXCHANGE OF YOUR OPTIONS
TENDERED BY YOU PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT
BETWEEN US AND YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

Subject to our rights to extend, terminate and amend the offer, we
currently expect that we will accept promptly after the expiration of the offer
all properly tendered options that have not been validly withdrawn.

4. WITHDRAWAL RIGHTS.

You may only withdraw your tendered options in accordance with the
provisions of this Section 4. You may withdraw your tendered options at any time
before the expiration date.

To validly withdraw tendered options, an option holder must deliver to
us at the address set forth in Section 3 a written notice of withdrawal, or a
facsimile thereof, with the required information, while the option holder still
has the right to withdraw the tendered options. The notice of withdrawal must
specify the name of the option holder who tendered the options to be withdrawn,
the number of option shares to be withdrawn and the exercise price. Because we
are not accepting partial tenders of an individual option grant, you may only
withdraw options for all or none of the shares of common stock subject to an
individual grant. Except as described in the following sentence, the notice of
withdrawal must be executed by the option holder who tendered the options to be
withdrawn exactly as such option holder's name appears on the option agreement
or agreements evidencing such options. If the signature is by a trustee,
executor, administrator, guardian, attorney-in-fact or another person acting in
a fiduciary or representative capacity, the signer's full title and proper
evidence of the authority of such person to act in such capacity must be
identified on the notice of withdrawal.

You may not rescind any withdrawal. Any options you withdraw will
thereafter be deemed not properly tendered for purposes of the offer, unless you
properly re-tender those options before the expiration date by following the
procedures described in Section 3.

Neither we nor any other person is obligated to give notice of any
defects or irregularities in any notice of withdrawal, nor will anyone incur any
liability for failure to give any such

notice. We will determine, in our discretion, all questions as to the form and
validity, including time of receipt, of notices of withdrawal. Our determination
of these matters will be final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.

Upon the terms and subject to the conditions of this offer and as
promptly as reasonably practicable following the expiration date, we will accept
for exchange and cancel eligible options properly tendered and not validly
withdrawn before the expiration date. Subject to the terms of the offer, if your
properly tendered eligible options are accepted for exchange on the expiration
date of the offer, you will be granted new options on or about the first
business day that is at least six months and one day following the date we
accept options for exchange.

The exercise price of the new options will equal the fair market value
of our common stock on the date prior to the date we grant the new options. Our
common stock is currently traded on the Nasdaq National Market and fair market
value will be determined based upon the last reported sale price of our common
stock on such date. Accordingly, we cannot predict the exercise price of the new
options. If on the date we grant the new options our common stock is not traded
on the Nasdaq, National Market and is traded in the over-the-counter market,
fair market value will be the mean between the closing representative bid and
asked prices as of the date immediately preceding the date of grant. Therefore,
since we will not grant new options until at least six months and one day after
the date we cancel the options accepted for exchange, it is possible that the
new options may have a higher exercise price than some or all of your current
options. We recommend that you obtain current market quotations for our common
stock before deciding whether to tender your options.

For purposes of the offer, we will be deemed to have accepted for
exchange eligible options that are validly tendered and not properly withdrawn
as, if and when we give oral or written notice to the option holders of our
acceptance for exchange of such options, which may be by internal e-mail or
other internal corporate communication. Subject to our rights to extend,
terminate and amend the offer, we currently expect that we will accept promptly
after the expiration of the offer all properly tendered options that are not
validly withdrawn. Promptly after we accept tendered options for exchange, we
will send each tendering option holder a letter indicating the number of shares
subject to the options that we have accepted for exchange, the corresponding
number of shares that will be subject to the new options and the expected grant
date of the new options.

6. CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the offer, we will not be
required to accept any options tendered for exchange, and we may terminate or
amend the offer, or postpone our acceptance and cancellation of any options
tendered for exchange, if at any time prior to the expiration date (1) any of
the following events has occurred, or has been determined by us to have
occurred, and (2) in our reasonable judgment in any such case and regardless of
the circumstances giving rise thereto, including any action or omission to act
by us, the occurrence

of such event or events makes it inadvisable for us to proceed with the offer or
with such acceptance and cancellation of options tendered for exchange:

(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
before any court, authority, agency or tribunal that directly or
indirectly challenges the making of the offer, the acquisition of some
or all of the tendered options pursuant to the offer, the issuance of
new options, or otherwise relates in any manner to the offer or that,
in our reasonable judgment, could materially and adversely affect the
business, condition (financial or other), income, operations or
prospects of PFSweb or our subsidiaries, or otherwise materially impair
in any way the contemplated future conduct of our business or the
business of any of our subsidiaries or materially impair the
contemplated benefits of the offer to us;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the offer or PFSweb or
any of our subsidiaries, by any court or any authority, agency or
tribunal that, in our reasonable judgment, would or might directly or
indirectly:

(1) make the acceptance for exchange of, or issuance of new
options for, some or all of the tendered options illegal or
otherwise restrict or prohibit consummation of the offer or
otherwise relates in any manner to the offer;

(2) delay or restrict our ability, or render us unable, to
accept for exchange, or issue new options for, some or all of
the tendered options;

(3) materially impair the contemplated benefits of the offer
to us; or

(4) materially and adversely affect the business, condition
(financial or other), income, operations or prospects of
PFSweb or our subsidiaries, or otherwise materially impair in
any way the contemplated future conduct of our business or the
business of any of our subsidiaries or materially impair the
contemplated benefits of the offer to us;

(c) there shall have occurred any change, development, clarification or
position taken in generally accepted accounting principles which could
or would require us to record compensation expense against our earnings
in connection with the offer for financial reporting purposes;

(d) a tender or exchange offer with respect to some or all of our
common stock, or a merger or acquisition proposal for us, shall have
been proposed, announced or made by another person or entity or shall
have been publicly disclosed, or we learn that:

(i) any person, entity or "group," within the meaning of
section 13(d)(3) of the Securities Exchange Act, has acquired
or proposed to acquire beneficial

ownership of more than 5% of the outstanding shares of our
common stock, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding shares of
our common stock, other than any such person, entity or group
that has filed a Schedule 13D or Schedule 13G with the SEC on
or before the date hereof;

(ii) any such person, entity or group that has filed a
Schedule 13D or Schedule 13G with the SEC on or before the
date hereof has acquired or proposed to acquire beneficial
ownership of an additional 2% or more of the outstanding
shares of our common stock; or

(iii) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 or made a public
announcement that it intends to acquire us or any of our
assets or securities; or

(e) there is any general suspension of trading in, or limitation on
prices for, securities on any national securities exchange or in the
over-the-counter market or the declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States,
whether or not mandatory; or

(f) any change or changes shall have occurred in the business,
condition (financial or other), assets, income, operations, prospects
or stock ownership of PFSweb or our subsidiaries that, in our
reasonable judgment, is or may be material to PFSweb or our
subsidiaries or materially impairs or may materially impair the
contemplated benefits of the offer to us.

The conditions to the offer are for our benefit. We may assert them in
our discretion regardless of the circumstances giving rise to them prior to the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not we
waive any other condition to the offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other facts and circumstances. Any
determination we make concerning the events described in this Section 6 will be
final and binding upon all persons.

7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS.

Our common stock is traded on the Nasdaq National Market under the
symbol "PFSW." Our common stock began trading on Nasdaq on December 2, 1999 in
connection with the initial public offering of our common stock. The following
table shows, for the periods indicated, the high and low sales prices per share
of our common stock as reported by the Nasdaq National Market.

FISCAL YEAR ENDED MARCH 31, 2000 HIGH LOW
- ---------------------------------------------------------------------- -------------------- ------------------

Third quarter (from December 2, 1999) 52-11/16 31-5/8
Fourth quarter 40-3/8 12
FISCAL YEAR ENDED MARCH 31, 2001
First quarter 17-1/8 3-7/8
Second quarter 5 1-59/64
Third quarter 2-11/16 17/32
Fourth quarter 1-19/32 21/32
FISCAL YEAR ENDED MARCH 31, 2002
First quarter (through April 27, 2001) 1-9/20 11/16

As of April 27, 2001, the last trading day prior to this offer to
purchase, the last reported sale price of our common stock, as reported by the
Nasdaq National Market, was $1.26 per share and there were 17,970,429 shares
outstanding.

We recommend that you obtain current market quotations for our common
stock before deciding whether to tender your eligible options.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

Consideration. We will issue new options in exchange for outstanding
eligible options properly tendered and accepted for exchange by us. We will
grant the new options on or about the first business day that is at least six
months and one day following the date we cancel the options accepted for
exchange. The number of shares of common stock subject to new options to be
granted to each option holder will be equal to the same number of shares subject
to the options tendered by such option holder and accepted for exchange, subject
to adjustments for any stock splits, stock dividends and similar events that
occur prior to the grant date of the new options.

If we receive and accept tenders of all outstanding eligible options,
we will grant new options to purchase a total of approximately 3,756,126 shares
of our common stock.

Terms of New Options. The new options will be subject to the terms and
provisions of the 1999 Plan and a new option agreement between us and each
option holder who has tendered options in the offer. The term of the new options
will be ten years from the date of grant. Except with respect to the exercise
price, vesting schedule and expiration date, and as otherwise specified in the
offer, we expect that the terms and conditions of the new options will be

19
substantially the same as the terms and conditions of the eligible options
tendered for exchange. All of the new options will be issued as nonqualified
stock options and may or may not be issued under the 1999 Plan, as we determine
at the time of grant; provided, however, that whether or not issued under the
1999 Plan, all of the new options will be subject to all of the terms and
provisions of the 1999 Plan as if issued thereunder. A summary description of
the 1999 Plan is set forth below. For more details regarding the terms of
options issued under the 1999 Plan, please review the copy of the 1999 Plan
previously provided to you. If you have any questions regarding the 1999 Plan,
or would like an additional copy of the 1999 Plan, please contact Harvey Achatz,
Vice President-Administration, PFSweb, Inc., 500 North Central Expressway,
Plano, Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).

Exercise Price. The exercise price of the new options to be granted
pursuant to the offer will equal the fair market value of our common stock on
the date prior to the date of grant. Our common stock is currently traded on the
Nasdaq National Market and the exercise price of the new options will equal the
last reported sale price of our common stock on the Nasdaq National Market on or
about the date which is the first business day following the date which is six
months and one day from the expiration date of the offer. If our common stock is
not traded on Nasdaq National Market, but is traded in the over-the-counter
market, the exercise price of the new options will be the mean between the
closing representative bid and asked prices on such date. SINCE WE WILL NOT
GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL
THE OPTIONS ACCEPTED FOR EXCHANGE, IT IS POSSIBLE THAT THE NEW OPTIONS MAY HAVE
A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE RECOMMEND
THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING
WHETHER TO TENDER YOUR OPTIONS.

Vesting and Exercise. Each new option issued in exchange for options
issued under a Plan will be fully vested as to 75% of the shares subject
thereto, and the remaining 25% will have a one year quarterly vesting schedule
beginning on the date of issuance of the new option. Each new option issued in
exchange for Conversion Options will not be vested on the date of issuance and
will have a new one year quarterly vesting schedule beginning on the date of the
issuance of the new options. Each new option will have a ten-year term from the
date of issuance.

Termination of Employment. IF YOU ARE NOT A U.S. EMPLOYEE OR DIRECTOR
OF PFSWEB OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH
THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY
OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN
ACCEPTED FOR EXCHANGE. This means that if you die, quit or we terminate your
employment or service as a director prior to the date we grant the new options,
you will not receive anything for your cancelled options that you tendered.

Registration of Option Shares. All shares of common stock issuable upon
exercise of new options will be registered under the Securities Act on a
registration statement on Form S-8 filed with the SEC prior to issuance.

Effect of Change of Control. If we merge or are consolidated with, or
sell substantially all of our assets or stock to, another entity after the date
of the cancellation of the eligible options and prior to the grant date of the
new options, the obligation to issue the new options will survive the change of
control transaction. If we were to enter into a change of control transaction,
we anticipate negotiating the terms of such transaction so that employees who
are to receive new options would receive options to purchase securities of the
acquiror in exchange for their new options.

Description of 1999 Plan. As noted above, all of the new options will
be subject to the terms and provisions of the 1999 Plan. The following is a
summary description of the 1999 Plan and is not complete. For more details
regarding the 1999 Plan, please review the copy of the 1999 Plan previously
provided to you. If you have any questions regarding the 1999 Plan, or would
like an additional copy of the 1999 Plan, please contact Harvey Achatz, Vice
President-Administration, PFSweb, Inc., 500 North Central Expressway, Plano,
Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).

The 1999 Plan provides for the grant of stock options to all officers
and full-time employees of PFSweb who are eligible to participate. The purpose
of the 1999 Plan is to further our growth, development and financial success by
providing incentives to our officers and employees by assisting them to become
owners of our common stock. An aggregate of 5,750,000 shares of common stock are
reserved for issuance to employees under the 1999 Plan.

The 1999 Plan is administered by a committee of the Board of Directors
(the "Stock Option Committee"). The Stock Option Committee consists of two or
more Directors, appointed by and holding office at the pleasure of the Board of
Directors. The Board may limit the members of the Stock Option Committee to
Directors who are both "non-employee directors", as defined in Rule 16b-3 under
the Securities Exchange Act of 1934, and "outside directors", as defined in
Section 162(m) of the Internal Revenue Code (the "Code"). The Stock Option
Committee has complete authority and discretion to determine from among eligible
persons those to whom options will be granted and the number and terms of such
options. The Board has authorized the Compensation Committee to serve as the
Stock Option Committee.

The 1999 Plan provides for the granting of both incentive stock options
and non-qualified stock options under the Code. The exercise price of options
granted under the 1999 Plan may not be less than 100% of the fair market value
on the date of the grant, except that incentive stock options granted to
individuals owning more than ten percent of the total combined voting power of
PFSweb may not have an exercise price less than 110% of the fair market value on
the date of grant. The 1999 Plan gives the Stock Option Committee complete
discretion as to the times at which the options are exercisable, provided that
such options must expire no later than ten years from the date of grant.

Options issued under the 1999 Plan are exercisable at such times and in
such installments (which may be cumulative) as the Stock Option Committee may
provide in the terms of each

individual option. Generally, options granted under the 1999 Plan are expected
to be subject to cumulative vesting schedules as shall be determined by the
Stock Option Committee, in its discretion.

The 1999 Plan permits the Stock Option Committee to authorize and
approve the issuance of immediately exercisable options to purchase restricted
stock subject to restrictions on transfer and forfeiture, and, subject to such
terms and conditions as the Stock Option Committee shall determine in its sole
discretion, the acceptance of promissory notes and/or shares of our common stock
(whether issued upon exercise of outstanding options or otherwise) in payment of
the option exercise price (or applicable taxes arising in connection therewith).
Generally, options issued under the 1999 Plan are non-transferable other than by
will or the laws of descent and distribution, except that the Stock Option
Committee may approve the transferability of non-qualified options to family
members and family trusts of option holders or other transferees.

At the time of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting our common stock, the Stock Option
Committee will make appropriate adjustments to the exercise price, number and
kind of shares to be issued under the 1999 Plan and any outstanding options.
Unless terminated earlier, the 1999 Plan will terminate ten years from its
adoption, and no stock options will be granted under the 1999 Plan after
termination. Our board of directors or the Stock Option Committee has the
authority to amend, modify, suspend or terminate the 1999 Plan at any time,
subject to any requirement of stockholder approval under the Code or other
applicable law.

9. INFORMATION ABOUT PFSWEB, INC.

PFSweb, Inc. is an international outsourcing provider of integrated
business infrastructure solutions to major brand name companies seeking to
maximize their supply chain efficiencies and to extend their e-commerce
initiatives. We derive our revenues from a broad range of services, including
professional consulting, e-marketplace logistics, order management, web-enabled
customer contact centers, customer relationship management, billing and
collection services, payment processing and fraud protection, data mining, and
international distribution services. We offer our services as an integrated
solution, which enables our clients to outsource their complete infrastructure
needs to a single source and to focus on their core competencies. Our
distribution services are conducted at our warehouses and include real-time
inventory management and customized picking, packing and shipping of our
clients' customer orders. We currently provide infrastructure and distribution
solutions to over 30 clients that operate in a range of vertical markets,
including apparel, computer products, printers, cosmetics, fragile goods,
pharmaceuticals, housewares, telecommunications and consumer electronics, among
others.

PFSweb was incorporated in Delaware in June 1999 to facilitate the
initial public offering and spin-off of the transaction management services
business from Daisytek. We completed our initial public offering in December
1999 and the spin-off from Daisytek in July 2000. Our principal corporate
offices are located at 500 North Central Expressway, Plano, Texas 75074 (tel.
972-881-2900).

The financial information included in our annual report on Form 10-K
for the fiscal year ended March 31, 2000, and our quarterly report on Form 10-Q
for the fiscal quarter and nine months ended December 31, 2000 is incorporated
herein by reference. In addition, we plan to file our Annual Report on Form 10-K
for the fiscal year ended March 31, 2001 on or about June 30, 2001. See
"Additional Information" in section 16 for instructions on how you can obtain
copies of our SEC filings, including filings that contain our financial
statements.

10. INTERESTS OF DIRECTORS AND OFFICERS.

A list of our directors and executive officers is attached to this
offer as Exhibit A. All of our directors and executive officers are eligible to
participate in this offer. Our directors and executive officers, as a group,
hold, in the aggregate, 3,079,929 eligible options with a weighted average
exercise price of $7.84. We understand that all of such persons intend to
tender all of their eligible options in the exchange.

Neither we, nor to the best of our knowledge, any of our directors or
executive officers, nor any of our affiliates or affiliates of our directors or
executive officers, engaged in transactions involving the options or our common
stock during the 60 days prior to this offer to exchange, except that one of our
officers, Valerie J. Remmers, purchased an aggregate of 5,637 shares at a per
share price of $0.612.

11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING CONSEQUENCES OF
THE OFFER.

Options we acquire pursuant to the offer will be canceled and, if such
options were originally issued under a Plan, the shares of common stock subject
to those options will be returned to the pool of shares available for grants of
new options under such Plan, including for issuance upon the exercise of new
options issued by us pursuant to the offer. To the extent such shares are not
fully reserved for issuance upon exercise of the new options to be granted in
connection with the offer, the shares will be available for future awards to
employees, directors and other eligible Plan participants without further
stockholder action, except as required by applicable law or the rules of the
Nasdaq National Market or any other securities quotation system or any stock
exchange on which our common stock is then quoted or listed.

We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by the offer because we will not grant
any new options to participants in this offer until a business day that is at
least six months and one day after the date that we accept and cancel options
tendered for exchange; and the exercise price of all new options will equal the
market value of the common stock on the date we grant the new options. We expect
to incur compensation expense in connection with any repricing of the Daisytek
employee options.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our exchange of
options and issuance of new options as contemplated by the offer, or of any
approval or other action by any government or

governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the acquisition or ownership of our options
as contemplated herein. If any other approval or action should be required, we
presently intend to seek the approval or take the action. This could require us
to delay the exchange of options returned to us. We are unable to predict
whether we may determine that we are required to delay the acceptance of options
for exchange or the issuance of new options pending the outcome of any such
matter. We cannot assure you that any compliance, approval or other action, if
needed, would be possible or obtained without substantial conditions or that the
failure to comply with such rules or obtain any such approval or other action
might not result in adverse consequences to our business. Our obligation under
the offer to accept tendered options for exchange and to issue new options for
tendered options is subject to conditions, including the conditions described in
Section 6.

13. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material U.S. federal income
tax consequences of the exchange of options under the offer and the grant of new
options. This discussion is based on the Internal Revenue Code, its legislative
history, Treasury Regulations and administrative and judicial interpretations as
of the date of the offer, all of which may change, possibly on a retroactive
basis. This summary does not discuss all of the tax consequences that may be
relevant to you in light of your particular circumstances, nor is it intended to
apply in all respects to all categories of option holders.

Consequences Of Exchange Of Options. If you exchange outstanding
incentive or nonqualified stock options for new options, you will not be
required to recognize income for U.S. federal income tax purposes at the time of
the exchange. We believe that the exchange will be treated as a non-taxable
exchange.

Tax Status Of New Options. All new options will be granted as
nonqualified stock options, even if the eligible option exchanged therefor was
an incentive stock option, and regardless of whether or not issued under the
1999 Plan.

Tax Consequences Of Not Accepting The Offer. If your eligible option is
an incentive stock option and you do not accept the offer, for U.S. federal
income tax purposes only, your option will be treated as if it were cancelled
and granted as a new option on April 30, 2001, the date of the offer. In such a
case, the option will remain an incentive stock option, except to the extent the
deemed re-grant is in excess of the $100,000 rule. Under the $100,000 rule, if
your option becomes vested in one calendar year for more than $100,000 of common
stock, valued as of April 30, 2001, the deemed grant date, the amount in excess
of $100,000 will be treated as nonqualified stock option. If your eligible
option is a nonqualified stock option there will be no tax consequences of not
accepting the offer.

Tax Consequences Of Non-Statutory Options. In general, you will not
recognize U.S. taxable income upon the grant of a nonqualified stock option.
Unlike the case of an incentive stock option, however, you will recognize
taxable income upon the exercise of a nonqualified stock option. In particular,
upon exercise of a nonqualified

stock option generally you will recognize ordinary compensation income in an
amount equal to the excess of the fair market value of the common stock acquired
through the exercise of the option (the "NSO Stock") on the exercise date over
the exercise price.

With respect to any NSO Stock, you will have a tax basis equal to the
exercise price plus any income recognized upon the exercise of the option. Upon
selling NSO Stock, you generally will recognize capital gain or loss in an
amount equal to the difference between the sale price of the NSO Stock and your
tax basis in the NSO Stock. This capital gain or loss will be a long-term
capital gain or loss if you held the NSO Stock for more than one year prior to
the date of the sale and will be a short-term capital gain or loss if you held
the NSO Stock for a shorter period.

Maximum Income Tax Rates On Capital Gain And Ordinary Income. Based on
current U.S. tax rates, long-term capital gain will be taxable at a maximum rate
of 20% (18% if certain requirements are satisfied, including the satisfaction of
a 5-year holding period). Short-term capital gain and ordinary income will be
taxable at a maximum rate of 39.6%. Phaseouts of personal exemptions and
reductions of allowable itemized deductions at higher levels of income may
result in slightly higher marginal tax rates. Ordinary compensation income will
also be subject to a medicare tax and, under certain circumstances, a social
security tax.

U.S. Federal Income Tax Consequences To PFSweb. The offer, the
acceptance of the offer by you and the grant of the new options will have no tax
consequences to the Company. With respect to the exercise of nonstatutory
options, however, the Company generally will be entitled to a business-expense
deduction with respect to any ordinary compensation income recognized by the
exercising holder. Any such deduction will be subject to the limitations of
Section 162(m) of the Internal Revenue Code.

Withholding. The Company will have a withholding obligation with
respect to ordinary compensation income recognized with respect to the exercise
of a nonstatutory option. The Company will require you to make arrangements to
satisfy this withholding obligation.

We recommend that you consult your own tax advisor with respect to the
federal, state and local tax consequences of participating in the offer.

14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

We may at any time and from time to time, extend the period of time
during which the offer is open by publicly announcing the extension and giving
oral or written notice of the extension to the option holders.

Prior to the expiration date to terminate or amend the offer we may
postpone canceling any eligible options if any of the conditions specified in
section 6 occur. In order to postpone, we must publicly announce the
postponement and give oral or written notice of the postponement to the option
holders. Our right to delay canceling eligible options is limited by Rule
13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that
we must pay the

consideration offered or return the surrendered options promptly after we
terminate or withdraw the offer.

As long as we comply with any applicable laws, we may amend the offer
in any way, including decreasing or increasing the consideration offered in the
offer to option holders or by decreasing or increasing the number of eligible
options to be exchanged or surrendered in the offer.

We may amend the offer at any time by publicly announcing the
amendment. If we extend the length of time during which the offer is open, the
amendment must be issued no later than 9:00 a.m., Central Time, on the next
business day after the last previously scheduled or announced expiration date.
Any public announcement relating to the offer will be sent promptly to option
holders in a manner reasonably designed to inform option holders of the change,
for example, by company-wide announcement or by issuing a press release.

If we materially change the terms of the offer or the information about
the offer, or if we waive a material condition of the offer, we will extend the
offer to the extent required by Rule 13e-4(d)(2) and Rule 13e-4(e)(3)
promulgated under the Securities Exchange Act. Under these rules the minimum
period an offer must remain open following material changes in the terms of the
offer or information about the offer, other than a change in price or a change
in percentage of securities sought, will depend on the facts and circumstances.
If we decide to take any of the following actions, we will publish notice of the
action:

o we increase or decrease what we will give you in exchange for your
options; or

o we increase or decrease the number of options eligible to be
exchanged in the offer.

15. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of options pursuant to this offer to exchange.

16. ADDITIONAL INFORMATION.

This Offer to Exchange is a part of a Tender Offer Statement on
Schedule TO that we have filed with the SEC. This Offer to Exchange does not
contain all of the information contained in the Schedule TO and the exhibits to
the Schedule TO. We recommend that you review the Schedule TO, including its
exhibits, and the following materials that we have filed with the SEC before
making a decision on whether to exchange your options:

(a) our annual report on Form 10-K for our fiscal year ended March 31,
2000, filed with the SEC on June 29, 2000;

26
(b) our quarterly report on Form 10-Q for our fiscal quarter and nine
months ended December 31, 2000, filed with the SEC on February 14,
2001; and

(c) the description of our common stock included in our registration
statement on Form 8-A, which was filed with the SEC on November 24,
1999, including the information incorporated by reference in the Form
8-A from our Registration Statement on Form S-1 as filed with the SEC,
including any amendments or reports we file for the purpose of updating
that description.

The SEC file number for these filings is 000-282875. These filings, our
other annual, quarterly and current reports, our proxy statements and our other
SEC filings may be examined, and copies may be obtained, at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 2120, Washington D.C. 20549; and at its regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and at 7 World Trade Center, New York, New York 10048. Copies of such
materials may also be obtained (1) at no charge from our Web site at
http://www.pfsweb.com (which web site is not made a part hereof) or (2) by mail,
upon payment of the SEC's customary charges, from the SEC's Public Reference
Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549.
Information about the operation of this public reference room can be obtained by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and information
statements and other information regarding registrants, including PFSweb, that
file electronically with the SEC.

Our common stock is currently quoted on The Nasdaq National Market
under the symbol "PFSW", and our SEC filings can be read at: Nasdaq Operations,
1735 K Street, N.W., Washington, D.C. 20006.

We will also provide without charge to each person to whom we deliver a
copy of this Offer to Exchange, upon their written or oral request, a copy of
any or all of the documents to which we have referred you, other than exhibits
to these documents (unless the exhibits are specifically incorporated by
reference into the documents). Requests should be directed to: Harvey Achatz,
Vice President-Administration, PFSweb, Inc., 500 North Central Expressway,
Plano, Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).

The information contained in this Offer to Exchange about PFSweb, Inc.
should be read together with the information contained in the documents to which
we have referred you.

17. MISCELLANEOUS.

This Offer to Exchange and the SEC reports referred to above (except
for historical information) and, in particular, information regarding future
revenue, earnings and business plans and goals, consist of forward-looking
information under the Private Securities Litigation Reform Act of 1995 and are
subject to and involve risks and uncertainties, which could cause actual results
to differ materially from the forward-looking information. When used in this
Offer to Exchange, the words "anticipate," "believe," "expect," "intend" and
"plan" and other similar

words and phrases as they relate to PFSweb or our management are intended to
identify these forward looking statements. Forward-looking statements relating
to the Company's stock price, any market for the Company's stock, continued
listing of the Company's stock on the NASDAQ, and such matters as our financial
condition and operations are based on our management's current intent, belief or
expectations regarding our industry or us. These forward-looking statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. These risks and uncertainties
include, but are not limited to, our reliance on the projections of and fees
generated by the transaction volume or product sales of our clients; the impact
of strategic alliances; trends in the market for our services; trends in
e-commerce; whether we can continue and manage growth; changes in the trend
toward outsourcing; increased competition; effects of changes in profit margins;
the unknown effects of possible system failures and rapid changes in technology;
trends in government regulation; risks of operating overseas and foreign
currency risks; and our relationship with and separation from Daisytek, our
former parent corporation. Additional risks and uncertainties include, but are
not limited to, risks relating to the completion of definitive agreement with
Daisytek, including the risk that required regulatory clearances or Board of
Director approval might not be obtained at all. Although the Company believes
the expectations reflected in the forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. The Company disclaims any intention or obligation to update any
forward-looking statements. A description of these factors, as well as other
factors, which could affect the Company's business, is set forth in the
Company's Prospectus dated December 2, 1999 and Form 10-K for the fiscal year
ended March 31, 2000 and Form 10-Q for the quarter ended December 31, 2000.

We are not aware of any jurisdiction where the making of the offer is
not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the offer is not in compliance with any valid applicable
law, we will make a good faith effort to comply with such law. If, after such
good faith effort, we cannot comply with such law, the offer will not be made
to, nor will tenders be accepted from or on behalf of, the option holders
residing in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR
BEHALF AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE
RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR
REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT
RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

18. DATE OF OFFER

This offer to exchange is dated April 30, 2001.

EXHIBIT A

INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF PFSWEB, INC.

The directors and executive officers of PFSweb, Inc. and their
positions and offices as of March 31, 2001 are set forth in the following table:

NAME TITLE

Mark C. Layton Chairman, Chief Executive Officer
Christopher Yates Director, Executive Vice President
Steven S. Graham Executive Vice President
Thomas J. Madden Executive Vice President
C. Clifford Defee Executive Vice President
Dr. Neil Jacobs Director
David I. Beatson Director
James F. Reilly Director
Timothy M. Murray Director
Harvey H. Achatz Vice President
Martin L. Anderson Vice President
Lindsley D. Medlin Jr. Vice President
Valerie J. Remmers Vice President
Scott R. Talley Vice President
Cynthia D. Almond Vice President
Michael G. Willoughby Vice President

The address of each director and executive officer is: 500 North Central
Expressway, Plano, Texas 75074.

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OFFER TO EXCHANGE

OUTSTANDING OPTIONS TO

PURCHASE COMMON STOCK, $.001 PAR VALUE PER SHARE,

HAVING AN EXERCISE PRICE OF

$4.00 PER SHARE OR GREATER

PFSWEB, INC.

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Please direct questions about this offer or requests for assistance or
for additional copies of the offer to exchange or the letter of transmittal to
Harvey Achatz, Vice President-Administration, PFSweb, Inc., 500 North Central
Expressway, Plano, Texas 75074 (888-330-5504 x 2130) (hachatz@pfsweb.com).
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April 30, 2001