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                                                                     EXHIBIT 4.6



                                      December 24, 2003


PFSweb, Inc.
500 North Central Expressway
Plano, TX 75074


Gentlemen:


         Reference is made to those certain Warrants (the "Warrants") dated
November 7, 2003 issued by PFSweb, Inc. (the "Company") to the "Holders"
identified therein and whose signatures appear below, to purchase an aggregate
of 395,486 shares of common stock at an exercise price of $3.30 per share, as
amended by that certain letter amendment dated December 15, 2003.



         The Company and each Holder hereby agrees that each Warrant is hereby
amended so that Sections 10(b) and (c) therein read as follows:



                  "(b) Notwithstanding anything to the contrary contained
herein, the maximum number of shares of Common Stock that the Company may issue
pursuant to the Transaction Documents at an effective purchase price less than
the Closing Price on the Trading Day immediately preceding the Closing Date
equals 3,877,875 shares (the "ISSUABLE MAXIMUM"), unless the Company obtains the
Stockholder Approval. If, at the time any Purchaser requests an exercise of any
of the Warrants, the Actual Minimum (excluding any shares issued or issuable at
an effective purchase price in excess of the Closing Price on the Trading Day
immediately preceding the Closing Date) exceeds the Issuable Maximum and if the
Company has not previously obtained the Stockholder Approval, then the Company
shall issue to the Purchaser requesting such exercise a number of shares of
Common Stock not exceeding such Purchaser's pro-rata portion of the Issuable
Maximum (based on such Purchaser's share (vis-a-vis other Purchasers) of the
aggregate purchase price paid under the Purchase Agreement and taking into
account any Shares and Warrant Shares previously issued to such Purchaser), and
the remainder of the Warrant Shares issuable in connection with such exercise or
conversion (if any) shall constitute "Excess Shares" pursuant to Section 10(c)
below. For the purposes hereof, "ACTUAL MINIMUM" shall mean, as of any date, the
maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any
Underlying Shares issuable upon exercise in full of all Warrants, ignoring any
limits on the number of shares of Common Stock that may be owned by a Purchaser
at any one time. For the purposes hereof, "STOCKHOLDER APPROVAL" shall mean the
affirmative vote of a majority of the votes cast by the holders of shares of the
Company entitled to vote thereon in accordance with the applicable laws of the
State of Delaware and Company's bylaws, as then in effect, to approve the
issuance of shares of Common Stock in excess of the Issuable Maximum. No Shares
or Warrant Shares shall be entitled to vote for purposes of the Stockholder
Approval.



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                  (c) In the event that any Purchaser's receipt of shares of
Common Stock upon exercise of this Warrant is restricted based on the Issuable
Maximum, the Company shall use its best efforts to obtain the Stockholder
Approval as soon as is reasonably possible, but in any event not later than the
60th day after the event giving rise to such Excess Shares. If the Company fails
to obtain the Stockholder Approval on or prior to the 60th day after such event,
then the Company shall continue thereafter to use its best efforts to obtain the
Stockholder Approval and, notwithstanding anything contained herein, the
Expiration Date of this Warrant shall be extended until the date which is 90
days following the receipt of the Stockholder Approval."


         Except as set forth herein, all of the terms and provisions of the
Warrants shall continue in full force and effect.

         The signature page to this letter is attached hereto and counterpart
signature by facsimile is hereby authorized.



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