order to evidence or otherwise give public notice to the release by Lender of its liens insuch assets; provided, however, that any and all such documents shall be prepared and recorded atBorrower’s expense.     **SECTION 3**. Conditions Precedent. This Consent shall become effective (the “ConsentEffective Date”) upon satisfaction of each of the following conditions:     (a) Each of Borrower and Lender shall have executed and delivered to Lender this Consent, andsuch other documents as Lender may reasonably request;     (b) Borrower shall have furnished to Lender, in accordance with the wiring instructions setforth on Exhibit C attached hereto and incorporated herein, payment of cash collateral inthe amount of $1,000,000.00 (the “Cash Collateral”), to secure the outstanding Letter ofCredit Accommodations.     (c) PFSweb, Inc. shall have executed and delivered a Reaffirmation of Guaranty in the formattached to this Consent;     (d) Lender shall have received from the Borrower and the Purchaser, a duly executed andeffective Asset Purchase Agreement in substantially the form attached hereto as Exhibit B;     (e) No Default or Event of Default shall have occurred and be continuing;     (f) All legal matters incident to the transactions contemplated hereby shall be reasonablysatisfactory to counsel for Lender.     **SECTION 4**. Covenants. No later than two (2) days after the effective date of theAsset Purchase Agreement, Borrower shall deliver to Lender, a borrowing base certificate, and anyother evidence satisfactory to Lender, in its sole discretion, detailing the assets and propertiesowned by Borrower subsequent to the effectiveness of the transactions contemplated by the AssetPurchase Agreement.     **SECTION 5**. Modification of Loan Agreement. From and after the Consent Effective Date,the definition of “Borrowing Base” in Section 1 of the Loan Agreement is hereby deleted inits entirety and replaced with the following:“‘Borrowing Base’ shall mean, at any time, the amount equal to the sum of:(a) eighty-five percent (85%) of Eligible Accounts; plus(b) upon satisfaction of the Inventory Subline Conditions, the least of:     (i) fifty-five percent (55%) of the Value of Eligible P&G Inventory;     (ii) eighty-five percent (85%) of the Appraised Inventory Value of Eligible P&GInventory; or     (iii) Two Hundred Fifty Thousand Dollars ($250,000); less(c) any Reserves.
 

 
     For purposes only of applying the sublimit on Revolving Loans based on EligibleInventory set forth in clause (b)(iii) above, Lender may treat the then undrawn amounts ofoutstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventoryas Revolving Loans to the extent Lender is in effect basing the issuance of the Letter ofCredit Accommodations on the Value or Appraised Inventory Value of the Eligible Inventorybeing purchased with such Letter of Credit Accommodations. In determining the actualamounts of such Letter of Credit Accommodations to be so treated for purposes of thesublimit, the outstanding Revolving Loans and Reserves shall be attributed first to anycomponents of the lending formulas set forth above that are not subject to such sublimit,before being attributed to the components of the lending formulas subject to such sublimit.”     **SECTION 6**. Execution in Counterparts. This Consent may be executed in counterparts,each of which when so executed and delivered shall be deemed to be an original and all of whichtaken together shall constitute but one and the same instrument.     **SECTION 7**. Costs and Expenses. Borrower hereby affirms its obligation under the LoanAgreement to reimburse Lender for (i) all outstanding fees, costs, and expenses (includingreasonable attorneys’ fees) paid or incurred by Lender in connection with the administration of theLoan Agreement, and (ii) all reasonable costs, internal charges and out-of-pocket expenses paid orincurred by Lender in connection with the preparation, negotiation, execution and delivery of thisConsent, including but not limited to the attorneys’ fees and time charges of attorneys for Lenderwith respect thereto.     **SECTION 8.****GOVERNING LAW****. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE INTERNALCONFLICTS OF LAWS PROVISIONS THEREOF.**     **SECTION 9**. Reaffirmation of Financing Agreements. The parties hereto agree andacknowledge that (i) nothing contained in this Consent in any manner or respect limits orterminates any of the provisions of the Loan Agreement or the other outstanding FinancingAgreements (as defined in the Loan Agreement) other than as expressly set forth herein and (ii) theLoan Agreement and each of the other outstanding Financing Agreements remain and continue in fullforce and effect and are hereby ratified and reaffirmed in all respects.     **SECTION 10**. Headings. Section headings in this Consent are included herein forconvenience of any reference only and shall not constitute a part of this Consent for any otherpurposes.     **SECTION 11**. Release. **BORROWER HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HASNO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVERTHAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THEOBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER OR ITSAFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES ORATTORNEYS. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER ANDITS AFFILIATES AND PARTICIPANTS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, OFFICERS, DIRECTORS,EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED ORUNANTICIPATED, SUSPECTED OR**
 

 
**UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE ORIN PART ON OR BEFORE THE DATE THIS CONSENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVEAGAINST LENDER, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS,IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAWOR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES, THE EXERCISE OF ANY RIGHTS ANDREMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OFTHIS CONSENT. BORROWER HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW ORIN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANYCLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST LENDER,ITS AFFILIATES AND PARTICIPANTS, AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS,DIRECTORS, EMPLOYEES AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOFOUT OF OR RELATED TO LENDER’S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING,ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF BORROWER TO LENDER,WHICH OBLIGATIONS WERE EVIDENCED BY THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.***[Remainder of page intentionally left blank with separate signature page following.]*
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed and deliveredas of the date first above written.      **ECOST.COM, INC.,**