-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FBCqY18OS4zo/ocY/pglExZ/0FxUO1jjgJtnlEIPwLtn2Ia56UG08g9p9x6H7t9B
 GjgItwj12ypnHtOJCZ84oA==

<SEC-DOCUMENT>0000899681-07-000320.txt : 20070430
<SEC-HEADER>0000899681-07-000320.hdr.sgml : 20070430
<ACCEPTANCE-DATETIME>20070430165848
ACCESSION NUMBER:		0000899681-07-000320
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20070607
FILED AS OF DATE:		20070430
DATE AS OF CHANGE:		20070430
EFFECTIVENESS DATE:		20070430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSTEMAX INC
		CENTRAL INDEX KEY:			0000945114
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				113262067
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13792
		FILM NUMBER:		07801420

	BUSINESS ADDRESS:	
		STREET 1:		22 HARBOR PARK DR
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5166087000

	MAIL ADDRESS:	
		STREET 1:		22 HARBOR PARK DRIVE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GLOBAL DIRECTMAIL CORP
		DATE OF NAME CHANGE:	19950509
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>systemax-def14a_042707.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>DEF 14A</TITLE>
</HEAD>
<BODY>


<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>SCHEDULE 14A</B><BR>
(Rule  14a-101)</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Minor Center" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN PROXY STATEMENT<BR>
<BR>
SCHEDULE 14A INFORMATION</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Proxy Statement Pursuant to Section 14(a) of the Securities<BR>
Exchange Act of 1934</B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT SIZE=3>Filed by the Registrant [X]<BR>
Filed by a Party other than the Registrant [   ]</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>Check the appropriate box: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]<BR>
[&nbsp;&nbsp;&nbsp;]<BR>
<BR>
[X]<BR>
[&nbsp;&nbsp;&nbsp;]<BR>
[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=2% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=93% ALIGN=LEFT>Preliminary Proxy Statement<BR>
Confidential, for Use of the Commission Only<BR>
(as permitted by Rule 14a-6(e)(2))<BR>
Definitive Proxy Statement<BR>
Definitive Additional Materials<BR>
Soliciting Material Pursuant to ss.240.14a-11(c) or ss. 240.14a-12</TD>
</TR>
</TABLE>
<BR>
<BR>
<BR>
<CENTER><FONT SIZE=3><B>SYSTEMAX INC.</B><BR>
<HR SIZE=1 NOSHADE>
Name of Registrant as Specified in Its Charter)
<BR>
<BR>
<BR>
<HR SIZE=1 NOSHADE>
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)</FONT></CENTER>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>Payment of Filing Fee (Check the appropriate box): </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[X]<BR>
[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=95% ALIGN=LEFT>No fee required<BR>
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5% ALIGN=LEFT>(1)<BR>
(2)<BR>
(3)<BR>
<BR>
<BR>
(4)<BR>
(5)<BR></TD>
<TD WIDTH=90% ALIGN=LEFT>Title of each class of secruties to which transaction applies:_________________________<BR>
Aggregate number of securities to which transaction applies:________________________<BR>
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
_________________________________________________________________________________________<BR>
Proposed maximum aggregate value of transaction:_______________________________<BR>
Total fee paid:___________________________________________________________</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>[&nbsp;&nbsp;&nbsp;]<BR>
[&nbsp;&nbsp;&nbsp;]</TD>
<TD WIDTH=95% ALIGN=LEFT>Fee previously paid with preliminary materials.<BR>
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.  Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5% ALIGN=LEFT>(1)<BR>
(2)<BR>
(3)<BR>
(4)</TD>
<TD WIDTH=90% ALIGN=LEFT>Amount Previously Paid:_______________________<BR>
Form, Schedule or Registration Statement No.:__________________________<BR>
Filing Party:_________________________________<BR>
Date Filed:__________________________________ </TD>
</TR>
</TABLE>
<BR>

<PAGE>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Systemax Inc.<BR>
11 Harbor Park Drive<BR>
Port Washington,<BR>
New York 11050 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
     <P ALIGN=CENTER>_________________ </P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS<BR>
To Be Held On June 7, 2007 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>Dear Stockholders:</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
2007 Annual Meeting of the Stockholders of Systemax Inc. (the
"Company") will be held at the offices of the Company, 11 Harbor Park
Drive, Port Washington, New York, on Thursday, June 7, 2007 at 2:00 p.m. for the
following purposes, as more fully described in the accompanying proxy statement:
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>1.</TD>
<TD WIDTH=90%>To elect the Company's Board of Directors.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>2.</TD>
<TD WIDTH=90%>To consider and vote upon a proposal to ratify the appointment of
Ernst &amp; Young LLP as the Company's independent registered public
accountants.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>3.</TD>
<TD WIDTH=90%>To transact such other business as may properly come before the
meeting and any and all adjournments or postponements thereof.</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors has fixed the close of business on April 26, 2007 as the
record date for the determination of the stockholders entitled to notice of and
to vote at the meeting and at any adjournment or postponement thereof.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholders are invited to attend the meeting. Whether or not you expect to
attend, WE URGE YOU TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PREPAID ENVELOPE. If you attend the meeting, you may vote
your shares in person, which will revoke any previously executed proxy.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
your shares are held of record by a broker, bank or other nominee and you wish
to attend the meeting, you must obtain a letter from the broker, bank or other
nominee confirming your beneficial ownership of the shares and bring it to the
meeting. In order to vote your shares at the meeting, you must obtain from the
record holder a proxy issued in your name. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Regardless of how many shares you own, your vote is very important. Please
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD TODAY. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>Sincerely,<BR>
<BR>
<BR>
CURT S. RUSH,<BR>
<I>General Counsel and Secretary</I>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT SIZE=3>Port Washington, New York<BR>
May 4, 2007</FONT></P>

<PAGE>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Systemax Inc.<BR>
11 Harbor Park Drive<BR>
Port Washington, New York 11050 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
     <P ALIGN=CENTER>_________________ </P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>PROXY STATEMENT</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
     <P ALIGN=CENTER>_________________ </P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
proxy statement is furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Systemax Inc., a Delaware corporation (the
"Company"), for the 2007 Annual Meeting of Stockholders of the Company
to be held on June 7, 2007. The notice of annual meeting, this proxy statement,
the accompanying proxy and the annual report of the Company for the year ended
December 31, 2006 are first being mailed on or about May 4, 2007 to stockholders
of record as of the close of business on April 26, 2007. You can ensure that
your shares are voted at the meeting by signing, dating and promptly returning
the enclosed proxy in the envelope provided. Sending in a signed proxy will not
affect your right to attend the meeting and vote in person. You may revoke your
proxy at any time before it is voted by notifying the Company's Transfer
Agent, American Stock Transfer &amp; Trust Company, 59 Maiden Lane, New York, NY
10038, Attention: Proxy Department, in writing, or by executing a subsequent
proxy, which revokes your previously executed proxy. The Company's
principal executive offices are located at 11 Harbor Park Drive, Port
Washington, New York 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Voting Procedures </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Proxies will be voted as specified by the stockholders. Where specific choices
are not indicated, proxies will be voted for proposals 1 and 2. Under the
Delaware General Corporation Law and the Company's Amended and Restated
Certificate of Incorporation or the Company's By-Laws, (1) the affirmative
vote of a plurality of the outstanding shares of Common Stock entitled to vote
and present, in person or by properly executed proxy, at a meeting at which a
quorum is present will be required to elect the nominated Directors (Proposal 1)
and (2) the affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote and present, in person or by properly executed proxy, at
a meeting at which a quorum is present will be required to ratify the
appointment of Ernst &amp; Young LLP as the Company's independent
registered public accountants (Proposal 2). </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
quorum is representation in person or by proxy at the Annual Meeting of at least
a majority of the outstanding shares of common stock of the Company. Abstentions
will be treated as votes cast on particular matters as well as shares present
and represented for purposes of establishing a quorum, with the result that an
abstention has the same effect as a negative vote. Where nominee record holders
do not vote on specific issues because they did not receive specific
instructions on such issues from the beneficial owners, such broker non-votes
will not be treated as votes cast on a particular matter, and will therefore
have no effect on the vote, but will be treated as shares present or represented
for purposes of establishing a quorum. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
shares are held through a broker, nominee, fiduciary or other custodian, you
must provide voting instructions to the record holder in accordance with the
record holder's requirements in order to ensure the shares are properly
voted. Under the rules of the New York Stock Exchange, member brokers who do not
receive instructions from beneficial owners will be allowed to vote on the
election of Directors and on the ratification of the independent accountants.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
list of stockholders of the Company satisfying the requirements of Section 219
of the Delaware General Corporation Law shall be available for inspection for
any purpose germane to the meeting during normal business hours at the offices
of the Company at least ten days prior to the Annual Meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
April 26, 2007, there were outstanding and entitled to vote (excluding Company
treasury shares) 35,980,976 shares of common stock of the Company entitled to
one vote per share. Stockholders will not be entitled to appraisal rights in
connection with any of the matters to be voted on at the Annual Meeting.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>ELECTION OF DIRECTORS<BR>
Item 1 on Proxy Card</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
the meeting, seven Directors are to be elected to serve until their successors
have been elected and qualified. Information regarding such nominees is set
forth below. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
accompanying proxy will be voted for the election of the Board's nominees
unless contrary instructions are given. If any Board nominee is unable to serve,
which is not anticipated, the persons named as proxies intend to vote for the
other Board nominees and, unless the Board of Directors reduces the number of
nominees, for such other person or persons as the Board of Directors may
designate. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the nominees has served as a director during the fiscal year ended December
31, 2006. If voting by proxy with respect to the election of Directors,
stockholders may vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes for specific nominees. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Nominees </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Richard Leeds, age 47, has served as Chairman and Chief Executive Officer of the
Company since April 1995. Mr. Leeds joined the Company in 1982 and since 1984
has served in various executive capacities. Mr. Leeds graduated from New York
University in 1982 with a B.S. in Finance. Richard Leeds is the brother of Bruce
and Robert Leeds. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Bruce Leeds, age 51, has served as Vice Chairman since April 1995. Mr. Leeds
served as President of International Operations from 1990 until March 2005. Mr.
Leeds joined the Company after graduating from Tufts University in 1977 with a
B.A. in Economics and since 1982 has served in various executive capacities.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Robert Leeds, age 51, has served as Vice Chairman since April 1995. Mr. Leeds
served as President of Domestic Operations from April 1995 until March 2005.
Since 1982 Mr. Leeds has served in various executive capacities with the
Company. Mr. Leeds graduated from Tufts University in 1977 with a B.S. in
Computer Applications Engineering and joined the Company in the same year.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Gilbert Fiorentino, age 47, has served as a Director of the Company since May
25, 2004. Mr. Fiorentino is President and Chief Executive Officer of Tiger
Direct, Inc., a company he founded in 1988. Tiger Direct became a wholly owned
subsidiary of the Company in 1996. Mr. Fiorentino graduated in 1981 from the
University of Miami with a BS degree in Economics and graduated in 1984 from the
University of Miami Law School. He was an adjunct professor of Business Law at
the University of Miami from 1985 through 1994. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Robert D. Rosenthal, age 58, has served as a Director of the Company since July
1995. He has been the lead independent director since October 11, 2006. Mr.
Rosenthal is Chairman and Chief Executive Officer of First Long Island Investors
LLC, which he co-founded in 1983. Mr. Rosenthal is a 1971 <I>cum laude</I>
graduate of Boston University and a 1974 graduate of Hofstra University Law
School. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stacy S. Dick, age 50, has served as a Director of the Company since November
1995. Mr. Dick became a Managing Director of Rothschild Inc. in January 2004 and
has served as an executive of other entities controlled by Rothschild family
interests since March 2001. Mr. Dick graduated from Harvard University with an
AB degree <I>magna cum laude</I> in 1978 and a Ph.D. in Business Economics in
1983. He has served as an adjunct professor of finance at the Stern School of
Business (NYU) since 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ann
R. Leven, age 66, has served as a Director of the Company since May 2001. Ms.
Leven served as Treasurer and Chief Fiscal Officer of the National Gallery of
Art in Washington D.C. from December 1990 to October 1999. From August 1984 to
December 1990 she was Chief Financial Officer of the Smithsonian Institution.
Ms. Leven has been a Director of the Delaware Investment's Family of Mutual
Funds since September 1989. From December 1999 to May 2003 Ms. Leven was a
Director of Recoton Corporation. From 1975 to 1993 Ms. Leven taught business
strategy and administration at the Columbia University Graduate School of
Business. She received an M.B.A. degree from Harvard University in 1964.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Default" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE DIRECTOR
NOMINEES, WHICH IS DESIGNATEDAS PROPOSAL NO. 1 ON THE ENCLOSED PROXY CARD.
</FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Independence of Directors </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the judgment of the Board of Directors, each of the following Directors of the
Company meets the standards for independence required by the New York Stock
Exchange and the Securities Exchange Act of 1934: Robert D. Rosenthal, Stacy S.
Dick and Ann R. Leven. The Board made this determination based on (a) the
absence of any of the express disqualifying criteria relating to director
independence set forth in Section 303A of the Corporate Governance Rules of the
New York Stock Exchange and (b) the criteria for independence required of audit
committee directors by Section 10A(m)(3) of Securities Exchange Act of 1934. As
a "controlled company," the Company is exempt from the New York Stock
Exchange requirements (a) that listed companies have a majority of independent
directors, and (b) that the members of the Compensation and Nominating/Corporate
Governance Committees of listed companies be composed entirely of independent
directors. A "controlled company" is defined by the New York Stock
Exchange as a company of which more than 50% of the voting power is held by an
individual, group or other company. The Company is a "controlled
company" in that more than 50% of the voting stock of the Company, in the
aggregate, is owned by certain members of the Leeds family (including Richard
Leeds, Robert Leeds and Bruce Leeds, each of whom is an officer and Director of
the Company) and certain Leeds' family trusts (collectively, the
"Leeds Group"). The members of the Leeds Group have entered into a
Stockholders Agreement with respect to certain shares of Company stock they each
own. See "Transactions With Related Persons" below. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Meetings of
Non-Management Directors </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
New York Stock Exchange requires the "non-management directors" of a
NYSE-listed company to meet at regularly scheduled executive sessions without
management and to disclose in their annual proxy statements (1) the name of the
non-management director who is chosen to preside at all regularly-scheduled
executive sessions of the non-management members of the board of directors and
(2) a method for interested parties to communicate directly with the presiding
director or with the non-management directors as a group. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
all of the non-management members of the Board of Directors (all of whom are
independent) constitute the Audit Committee, such executive sessions were
previously held as part of regularly scheduled meetings of the Audit Committee
chaired by the Audit Committee chairman. Pursuant to the terms the Shareholder
Suits Settlement, the Company has agreed that the Board's independent
directors shall meet separately in executive sessions, chaired by the Lead
Independent Director, at least quarterly. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interested parties wishing to communicate directly with the Lead Independent
Director or the non-management members of the Board of Directors as a group
should address their inquires by mail sent to the attention of Robert D.
Rosenthal, Lead Independent Director, at the Company's principal executive
office located at 11 Harbor Park Drive, Port Washington, NY 11050. All
communications will be promptly relayed to the appropriate recipient(s).
</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Corporate
Ethics Policy </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has adopted a Corporate Ethics Policy that applies to all employees of
the Company including the Company's Chief Executive Officer, Chief
Financial Officer and Controller, its principal accounting officer. The
Corporate Ethics Policy is designed to deter wrongdoing and to promote honest
and ethical conduct, compliance with applicable laws and regulations, full and
accurate disclosure of information requiring public disclosure and the prompt
reporting of Policy violations. The Company's Corporate Ethics Policy is
available on the Company's website
<U>(www.systemax.com)</U>. A copy can also be obtained by writing to Systemax Inc.,
Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port
Washington, NY 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Stockholder
Communications with Directors </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholders of the Company who wish to communicate with the Board or any
individual Director can write to Systemax Inc., Attention: Investor Relations,
11 Harbor Park Drive, Port Washington, NY 11050. Your letter should indicate
that you are a stockholder of the Company. Depending on the subject matter of
your inquiry, management will forward the communication to the Director or
Directors to whom it is addressed; attempt to handle the inquiry directly, as
might be the case if you request information about the Company or it is a
stockholder related matter; or not forward the communication if it is primarily
commercial in nature or if it relates to an improper or irrelevant topic. At
each Board meeting, a member of management presents a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to any requesting Director. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Director
Attendance at Annual Meetings </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company expects each Director to attend its Annual Stockholders Meeting, unless
he or she has a valid excuse such as illness or a conflict in schedules. The
Company usually schedules a separate Board meeting in conjunction with the
Stockholders meeting, to elect officers and discuss other Company matters. At
last year's Annual Meeting, held on October 11, 2006, two of the
Company's Directors were unable to attend the meeting. The Company expects
all of its Directors to attend this year's Annual Meeting.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Board Meetings </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the year 2006 the Board of Directors held two meetings, the Audit Committee
held 11 meetings, the Compensation Committee held five meetings, the
Nominating/Corporate Governance Committee held one meeting and the Executive
Committee held no meetings. All of the Directors attended at least 75% of all of
the meetings of the Board and the respective committees of the Board of which
they were members. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Committees of
the Board </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors has the following standing committees: </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;<B><I>Audit Committee</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Audit Committee is appointed by the Board of Directors to assist the Board with
oversight of (i) the integrity of the financial statements of the Company, (ii)
the Company's compliance with legal and regulatory requirements, (iii) the
independence and qualifications of the Company's external auditors, and
(iv) the performance of the Company's internal audit function and external
auditors. It is the Audit Committee's responsibility to retain or terminate
the Company's independent registered public accountants, who audit the
Company's financial statements, to prepare the Audit Committee report that
the Securities and Exchange Commission requires to be included in the
Company's Annual Proxy Statement. (See "Report of the Audit
Committee" below.) As part of its activities, the Audit Committee meets
with the Company's independent registered public accountants at least
annually to review the scope and results of the annual audit and quarterly to
discuss the review of the quarterly financial results. In addition, the Audit
Committee receives and considers the independent registered public
accountants' comments and recommendations as to internal controls,
accounting staff, management performance and auditing procedures. The Audit
Committee is also responsible for establishing procedures for (i) the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls and auditing matters and (ii) the
confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors adopted an Audit Committee Charter in June 2000 which was
revised in February 2003, and again in August 2006 as required by the terms of a
stipulation of settlement dated May 16, 2006 relating to certain shareholder
derivative suits filed in 2005 (the "Shareholder Suits Settlement"). A
copy of the Audit Committee Charter is available on the Company's website,
<U>www.systemax.com</U>, or can be obtained by writing to Systemax Inc.,
Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port
Washington, NY 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
members of the Committee are Stacy S. Dick, Robert D. Rosenthal and Ann R.
Leven. Ms. Leven is the current Chairman of the Committee. All the members of
the Audit Committee are non-management directors (i.e. they are neither officers
nor employees of the Company). The Committee meets regularly both with and
without management participation. As noted above, in the judgment of the Board
of Directors, each of the members of the Audit Committee meets the standards for
independence required by the rules of the Securities and Exchange Commission and
New York Stock Exchange. In addition, the Board of Directors has determined that
each of the members of the Audit Committee is an "audit committee financial
expert" as defined by regulations of the Securities and Exchange
Commission. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interested parties wishing to communicate directly with the Chairman of the
Audit Committee or the Audit Committee as a group should address their inquires
by mail to the attention of Audit Committee at the Company's principal
executive office located at 11 Harbor Park Drive, Port Washington, NY 11050. All
communications will be promptly relayed to the appropriate recipient(s).
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Nominating/Corporate Governance Committee</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Nominating/Corporate Governance Committee's responsibilities include, among
other things (i) identifying individuals qualified to become Board members and
recommending to the Board nominees to stand for election at any meeting of
stockholders, (ii) identifying and recommending nominees to fill any vacancy,
however created, in the Board, (iii) developing and recommending to the Board a
code of business conduct and ethics and a set of corporate governance principles
(including director qualification standards, responsibilities and compensation)
and periodically reviewing the code and principles. The current members of the
Nominating/Corporate Governance Committee are Robert D. Rosenthal (Chairman),
Stacy Dick and Ann Leven. (Pursuant to the terms of the Shareholder Suits
Settlement, Richard Leeds resigned from the committee at the end of 2006.) In
nominating candidates to become Board members, the Committee shall take into
consideration such factors as it deems appropriate, including the experience,
skill, integrity and background of the candidates. The Committee may consider
candidates proposed by management or stockholders but is not required to do so.
The Committee does not have any formal policy with regard to the consideration
of any Director candidates recommended by the security holders or any minimum
qualifications or specific procedure for identifying and evaluating nominees for
Director as the Board does not believe that such a formalistic approach is
necessary or appropriate at this time. Stockholders may propose candidates for
Board membership by writing to Systemax Inc., Attention: Nominating/Corporate
Governance Committee, 11 Harbor Park Drive, Port Washington, NY 11050 so that
the nomination is received by the Company by March 31, 2008 to be considered for
the 2008 Annual Meeting. Nominees proposed by stockholders will receive the same
consideration as will other nominees. The Charter for the Nominating/Corporate
Governance Committee was amended in August 2006 to comply with the terms of the
Shareholder Suits Settlement. The Charter for the Nominating/Corporate
Governance Committee is available on the Company's website
(<U>www.systemax.com)</U> or can be obtained by writing to Systemax Inc.,
Attention: Board of Directors (Corporate Governance), 11 Harbor Park Drive, Port
Washington, NY 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Compensation Committee</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Compensation Committee's responsibility is to review and approve corporate
goals relevant to the compensation of the Chief Executive Officer and, after an
evaluation of the Chief Executive Officer's performance in light of such
goals, to set the compensation of the Chief Executive Officer. The Compensation
Committee also approves (a) the annual compensation of the other executive
officers of the Company, (b) the annual compensation of certain subsidiary
managers, and (c) all individual stock-based incentive grants. The Committee is
also responsible for reviewing and making periodic recommendations to the Board
with respect to the general compensation, benefits and perquisite policies and
practices of the Company including the Company's incentive-based and
equity-based compensation plans. The Compensation Committee also prepares an
annual report on executive compensation for inclusion in the annual proxy
statement. (See "Compensation Committee Report to Stockholders"
below.) The charter for the Compensation Committee was amended in August 2006 to
comply with the terms of the Stipulation of Settlement relating to the
shareholder derivative suits filed in 2005. The current members of the
Compensation Committee are Stacy Dick (Chairman), Robert D. Rosenthal and Ann
Leven. (Pursuant to the terms of the Shareholder Suits Settlement, Robert Leeds
resigned from the committee and Ann Leven was appointed to the committee at the
end of 2006.) The charter for the Compensation Committee is available on the
Company's website <U>(www.systemax.com)</U> or can be obtained by writing
to Systemax Inc., Attention: Board of Directors (Corporate Governance), 11
Harbor Park Drive, Port Washington, NY 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Executive Committee</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive Committee consists of the Chairman of the Board and any Vice Chairman
and such other directors as may be named thereto by the Board of Directors. The
current members of the Executive Committee are Messrs. Richard Leeds, Robert
Leeds, Bruce Leeds and Robert D. Rosenthal (the Lead Independent Director).
Among other duties as may be assigned by the Board from time to time, the
Executive Committee is authorized to oversee the operations of the Company,
supervise the executive officers of the Company, review and make recommendations
to the Board of Directors regarding the strategic direction of the Company and
review and make recommendations to the Board of Directors regarding all possible
acquisitions or other significant business transactions. It is also authorized
to manage the affairs of the Corporation between meetings of the Board of
Directors; the Committee has all of the powers of the Board of Directors not
inconsistent with any provisions of the Delaware General Corporation Law, the
Company's By-Laws or other resolutions adopted by the Board but does not
generally exercise such authority. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Compensation of Directors</FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company's policy is not to pay compensation to Directors who are also
employees of the Company or its subsidiaries. Through October 11, 2006 each
non-employee Director was paid a fee of $25,000 per year and $2,000 for each
meeting of the Board of Directors and each committee meeting in which the
Director participated. In addition, the Chairman of the Audit Committee of the
Board received an additional $5,000 per year. The non-employee Directors of the
Company also received annually, following the annual stockholders meeting, an
option to purchase 2,000 shares of Common Stock pursuant to the Company's
1995 Stock Plan for Non-Employee Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company, increased the compensation paid to non-employee directors, effective as
of October 12, 2006 (the date immediately following the 2006 Annual
Stockholders' Meeting), such that each non-employee director will receive
annual compensation as follows: $50,000 per year as base compensation, $5,000
per year for each committee of which such director is a non-chair member,
$10,000 per year for each committee chair, and a grant each year of shares of
Company stock (restricted for sale for two years) in an amount equal to $25,000
divided by the fair market value of such stock on the date of grant. The Lead
Independent Director, currently Robert D. Rosenthal, also receives an additional
$10,000 per year. In addition the Company granted to each non-employee director
a one-time stock option for 5,000 shares of Company stock. The restricted stock
and stock option grants were made pursuant to the 2006 Stock Incentive Plan for
Non-Employee Directors, which was approved by stockholders at the 2006 Annual
Stockholders' Meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>DIRECTOR COMPENSATION FOR YEAR ENDED DECEMBER 31,
2006</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table sets forth compensation on information regarding payments in
2006 to our non-employee directors: </FONT></P>

<PRE>
<FONT SIZE=1>

- -------------------------------------------------------------------------------------------------------------------------
                                                                               Change in Pension
                                                                                  Value and
                                                                                Nonqualified
                        Fees Earned                              Non-Equity      Deferred
                        or Paid in         Stock      Option    Incentive Plan  Compensation        All Other
                          Cash             Awards     Awards     Compensation     Earnings        Compensation     Total
        Name               ($)              ($)(1)      ($)(1)      ($)            ($)               ($)           ($)

        (a)                (b)              (c)         (d)         (e)            (f)               (g)           (h)
- -------------------------------------------------------------------------------------------------------------------------

Ann Leven                $47,000          $25,000       $51,327      __           __                   __       $123,327

Robert D. Rosenthal      $45,000          $25,000       $51,327      __           __                   __       $121,321

Stacy Dick               $50,000          $25,000       $51,327      __           __                   __       $126,327

</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(1)</TD>
<TD WIDTH=95%>
These columns represent the dollar amount recognized for financial reporting
purposes with respect to the 2006 year for the fair value of stock awards and
option awards with respect to grants in 2006. Fair values have been determined
under SFAS 123R. For the stock awards, fair value was calculated using the
common stock closing price on the date of grant and multiplying it by the number
of shares subject to grant. In accordance with SEC rules, this amount disregards
the estimate of forfeitures on service-based awards. To determine the fair
values for the stock option grants, we used the Black-Scholes option valuation
model with the following assumptions: risk free interest rate 4.76%, expected
volatility 78.2%, and expected life 6.0 years. These awards were made pursuant
to the 2006 Stock Incentive Plan for Non-Employee Directors, as described above.<BR><BR>

The following table presents the aggregate number of outstanding stock
awards held by each of our non-employee directors on December 31, 2006: </TD>
</TR>
</TABLE>
<BR>

<PRE>
         Name:                     Stock Awards             Option Awards
         ----                      ------------             -------------
         Ann Leven                   13,000                   2,627
         Robert D. Rosenthal         11,000                  34,627
         Stacy Dick                  19,500                   2,127
</PRE>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REPORT OF THE
AUDIT COMMITTEE * </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Audit Committee of the Board of Directors of the Company operates under its
charter, which was originally adopted by the Board of Directors in 2000 and
revised in February 2003 and August 2006. Management is responsible for the
Company's internal accounting and financial controls, the financial
reporting process, the internal audit function and compliance with the
Company's policies and legal requirements. The Company's independent
registered public accountants are responsible for performing an independent
audit of the Company's consolidated financial statements in accordance with
standards of the Public Company Accounting Oversight Board (United States) and
for issuance of a report thereon; they also perform limited reviews of the
Company's unaudited quarterly financial statements. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Audit Committee's responsibility is to engage the independent registered
public accountants, monitor and oversee these accounting, financial and audit
processes and report its findings to the full board. It also investigates
matters related to the Company's financial statements and controls as it
deems appropriate. In the performance of these oversight functions, the members
of the Audit Committee rely upon the information, opinions, reports and
statements presented to them by Company management and by the independent
registered public accountants, as well as by other experts that the Committee
hires. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee reviewed and discussed the audited consolidated financial statements
of the Company for the year ended December 31, 2006 with
management, who represented that the Company's consolidated financial
statements for fiscal 2006 were prepared in accordance with U.S. generally
accepted accounting principles. It discussed with Ernst &amp; Young LLP,
the Company's independent registered public accountants for fiscal 2006,
those matters required to be reviewed pursuant to Statement of Accounting
Standards No. 61 ("Communication with Audit Committees"), as amended
by Statement of Accounting Standards No. 90 (Audit Committee Communications).
The Committee has received from Ernst &amp; Young LLP written independence
disclosures and the letter required by Independence Standards Board Standard No.
1 ("Independence Discussions with Audit Committees") and had a
discussion with Ernst &amp; Young LLP regarding their independence. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Based on the review of the representations of management, the discussions with
management and the independent registered public accountants and the review of
the Report of Ernst &amp; Young LLP, Independent Registered Public Accounting
Firm, to the Committee, the Audit Committee recommended to the Board of
Directors that the financial statements of the Company for the year ended
December 31, 2006 as audited by Ernst &amp;Young LLP be included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
AUDIT COMMITTEE<BR>
<BR>
Ann R. Leven (Chair)<BR>
Stacy S. Dick<BR>
Robert D. Rosenthal</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>__________________________</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>*</TD>
<TD WIDTH=95%>This section shall not be deemed incorporated by reference
into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent we specifically incorporate this
information by reference.
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>EXECUTIVE OFFICERS</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table sets forth certain information with respect to the executive
officers of the Company as of April 26, 2007. </FONT></P>

<PRE>
   Name                      Age     Office
   ----                      ---     ------

   Richard Leeds             47      Chairman and Chief Executive Officer; Director

   Bruce Leeds               51      Vice Chairman; Director

   Robert Leeds              51      Vice Chairman; Director

   Gilbert Fiorentino        47      President and Chief Executive Officer of
                                     Tiger Direct, Inc.; Director

   Lawrence P. Reinhold      47      Executive Vice President and Chief Financial Officer

   Thomas Axmacher           47      Vice President and Controller

   Curt S. Rush              53      General Counsel and Secretary

</PRE>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>For information on Richard Leeds, Bruce Leeds, Robert Leeds and
Gilbert Fiorentino, see page 2. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Lawrence P. Reinhold was appointed Executive Vice President and Chief Financial
Officer, the principal financial officer of the Company, effective January 17,
2007*. Mr. Reinhold was a business, finance and accounting consultant in 2006.
Previously he was Executive Vice President and Chief Financial Officer of
Greatbatch, Inc., a publicly traded developer and manufacturer of components
used in implantable medical devices from 2002 through 2005; Executive Vice
President and Chief Financial Officer of Critical Path, Inc. a publicly traded
communications software company in 2001; and a Managing Partner of
PricewaterhouseCooopers LLP with responsibility for its Technology, Information,
Communications, Media and Entertainment industry practice in the Midwestern
United States from 1998 until 2000 (and held other positions at that firm from
1982 until 2000). He received his BS in Business Administration (in 1982) and
his MBA (in 1987) from San Diego State University. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Thomas Axmacher was appointed Vice President and Controller of the Company
effective October 2, 2006**. He was previously Chief Financial Officer of
Curative Health Services, Inc., a publicly traded health care company. He held
that position from 2001 to 2006. From 1991 to 2001 Mr. Axmacher served as Vice
President and Controller of that company. From 1986 to 1991 Mr. Axmacher served
as Vice President and Controller of Tempo Instrument Group, an electronics
manufacturer. Mr. Axmacher received a Bachelor of Science degree in Accounting
in 1982 from Albany University and a Master of Business Administration degree in
1992 from Long Island University. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Curt
S. Rush has been General Counsel and Secretary of the Company since 1996. Prior
to joining the Company, Mr. Rush was employed from 1993 to 1996 as Corporate
Counsel to Globe Communications Corp. and from 1990 to 1993 as Corporate Counsel
to the Image Bank, Inc. Prior to that he was a corporate attorney with the law
firms of Shereff, Friedman, Hoffman &amp; Goodman and Schnader, Harrison, Segal
&amp; Lewis. Mr. Rush graduated from Hunter College in 1981 with a B.A. degree
in Philosophy and graduated with honors from Brooklyn Law School in 1984 where
he was Second Circuit Review Editor of the Law Review. He was admitted to the
Bar of the State of New York in 1985. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>* Steven Goldschein retired effective January 17, 2007 as the
Company's Senior Vice President and Chief Financial Officer. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>** Michael J. Speiller resigned effective September 29, 2006 as
the Company's Vice President and Controller. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Workstation" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Security
Ownership of Certain Beneficial Owners and Management </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table provides certain information regarding the beneficial ownership
<SUP>(1</SUP><SUP>)</SUP> of the Company's Common Stock as of April 26,
2007, the record date for the annual meeting, by (i)&nbsp;each of the
Company's Directors and officers listed in the summary compensation table,
(ii)&nbsp;all current Directors and executive officers as a group and
(iii)&nbsp;each person known to the Company to be the beneficial owner of 5% or
more of any class of the Company's voting securities. </FONT></P>

<PRE>
<B>
                                                     Amount and Nature of
  Directors and Executive Officers                   Beneficial Ownership (a)   Percent of Class</B>
  --------------------------------                   ------------------------   ----------------

  Richard Leeds (2)                                          10,469,937             27.3%
  Bruce Leeds (3)                                             8,396,004             21.9%
  Robert Leeds (4)                                            8,396,006             21.9%
  Gilbert Fiorentino (5)                                        861,669              2.2%
  Stacy S. Dick (6)                                              21,627               *
  Robert D. Rosenthal (7)                                        45,627               *
  Ann R. Leven  (8)                                              15,627               *
  Steven M. Goldschein (9)                                      116,000               *
  All current Directors and executive officers
  of the Company (10 persons)                                25,376,789             66.2%

  <B><U>Other Beneficial Owners</U>
  <U>of 5% or More of the Company's Voting Stock</U></B>

  Dimensional Fund Advisors Inc. (10)                         2,100,586              5.5%

  (a) Amounts listed below may include shares held in partnerships or trusts that are
  counted in more than one individual's total.

  * less than 1%

</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(1)</TD>
<TD WIDTH=95%>As used in this table "beneficial ownership" means the sole or
shared power to vote or direct the voting or to dispose or direct the
disposition of any security. A person is deemed as of any date to have
"beneficial ownership" of any security that such person has a right to acquire
within 60 days after such date. Any security that any person named above has the
right to acquire within 60 days is deemed to be outstanding for purposes of
calculating the ownership percentage of such person, but is not deemed to be
outstanding for purposes of calculating the ownership percentage of any other
person. Unless otherwise stated, each person owns the reported shares directly
and has the sole right to vote and determine whether to dispose of such shares.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(2)</TD>
<TD WIDTH=95%>Includes 3,136,666 shares owned by Mr. Leeds directly and
3,786,924 shares owned by the Richard Leeds 2006 GRAT. Also includes 1,838,583
shares owned by a limited partnership of which Richard Leeds is the general
partner, 235,850 shares owned by a limited partnership of which a limited
liability company controlled by Mr. Leeds is the general partner, 977,114 shares
owned by irrevocable trusts for the benefit of his brothers' children for which
Richard Leeds acts as co-trustee and 494,800 shares owned by a limited
partnership in which Richard Leeds has an indirect pecuniary interest. Mr.
Leeds' mailing address is Richard Leeds c/o Systemax Inc., 11 Harbor Park Drive,
Port Washington, NY 11050.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(3)</TD>
<TD WIDTH=95%>Includes 3,137,166 shares owned by Mr. Leeds directly and
3,786,924 shares owned by the Bruce Leeds 2006 GRAT. Also includes 977,114
shares owned by irrevocable trusts for the benefit of his brothers' children for
which Bruce Leeds acts as co-trustee and 494,800 shares owned by a limited
partnership in which Bruce Leeds has an indirect pecuniary interest. Mr. Leeds'
mailing address is Bruce Leeds c/o Systemax Inc., 11 Harbor Park Drive, Port
Washington, NY 11050.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(4)</TD>
<TD WIDTH=95%>Includes 2,137,168 shares owned by Mr. Leeds directly and
4,786,924 shares owned by the Robert Leeds 2006 GRAT. Also includes 977,114
shares owned by irrevocable trusts for the benefit of his brothers' children for
which Robert Leeds acts as co-trustee and 494,800 shares owned by a limited
partnership in which Robert Leeds has an indirect pecuniary interest. Mr. Leeds'
mailing address is Robert Leeds c/o Systemax Inc., 11 Harbor Park Drive, Port
Washington, NY 11050.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(5)</TD>
<TD WIDTH=95%>Includes options to acquire 561,669 shares that are currently
exercisable pursuant to the terms of the Company's 1995 and 1999 Long-Term Stock
Incentive Plan.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(6)</TD>
<TD WIDTH=95%>Includes options to acquire a total of 19,500 shares that are
exercisable immediately pursuant to the terms of the Company's 1995 Stock Plan
for Non-Employee Directors
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(7)</TD>
<TD WIDTH=95%>Includes options to acquire a total of 11,000 shares that are
exercisable immediately pursuant to the terms of the Company's 1995 Stock Plan
for Non-Employee Directors.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(8)</TD>
<TD WIDTH=95%>Includes options to acquire a total of 13,000 shares that are
exercisable immediately pursuant to the terms of the Company's 1995 Stock Plan
for Non-Employee Directors.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(9)</TD>
<TD WIDTH=95%>Steven Goldschein retired effective January 17, 2007 as the
Company's Senior Vice President and Chief Financial Officer. As of April 20,
2007 Mr. Goldschein held no outstanding Company stock options.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(10)</TD>
<TD WIDTH=95%>As disclosed by Dimensional Fund Advisors Inc. in an SEC Schedule
13G filing dated December 31, 2006. Its address is 1299 Ocean Avenue,
11<SUP>th</SUP> Floor, Santa Monica, CA 90401.</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Section 16(a) Beneficial
Ownership Reporting Compliance </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors and persons who own more than ten percent of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
Directors and ten-percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of Section 16(a) forms received by it, or written
representations from certain reporting persons, the Company believes that all
such filing requirements for the year ended December 31, 2006 were complied with
except a Form 4 that was filed after the required filing date by Richard Leeds.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Workstation" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Transactions With
Related Persons </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the Company's Corporate Ethics Policy, Company Representatives (including
officers, directors and all employees) are required to avoid conflicts of
interest, appearances of conflicts of interest and potential conflicts of
interest. A "conflict of interest" occurs when an individual's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when a Company Representative takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest also arise when a Company Representative, or
a member of his or her family, receives improper personal benefits as a result
of his or her position in the Company. Company Representatives cannot allow any
consideration such as the receipt of gifts or financial interests in other
businesses or personal or family relationships to interfere with the independent
exercise of his or her business judgment and work activities to the benefit of
the Company. Loans to, or guarantees of obligations of, Company Representatives
are prohibited unless permitted by law and authorized by the Board of Directors
or a Committee designated by the Board. If a Company Representative becomes
aware of a potential conflict of interest he or she must communicate such
potential conflict of interest to the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company's corporate approval policy requires related party transactions
(specifically Company agreements, including leases, with "related parties" and
sales or purchases of inventory or other Company assets by "related parties") to
be approved by the Company's Audit Committee as well as the Company's CEO, CFO
and General Counsel. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Leases</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company currently leases its facility in Port Washington, NY from Addwin Realty
Associates, an entity owned by Richard Leeds, Bruce Leeds and Robert Leeds,
Directors of the Company and the Company's three senior executive officers and
principal stockholders. Rent expense under this lease totaled $612,000 for the
year ended December 31, 2006. The Company believes that these payments were no
higher than would be paid to an unrelated lessor for comparable space.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;<B><I>Stockholders Agreement</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain members of the Leeds family (including Richard Leeds, Bruce Leeds and
Robert Leeds) and Leeds' family trusts entered into a stockholders agreement
pursuant to which the parties agreed to vote in favor for the
nominees of the Board of Directors designated by the holders of a majority of
shares of common stock held by such stockholders at the time of the Company's
initial public offering of common stock (the "Shares"). In addition, the
agreement prohibits the sale of the Shares without the consent of the holders of
a majority of the Shares held by all parties to the agreement, subject to
certain exceptions, including sales pursuant to an effective registration
statement and sales made in accordance with Rule 144. The agreement also grants
certain drag-along rights in the event of the sale of all or a portion of the
Shares held by holders of a majority of the Shares. As of December 31, 2006, the
parties to the stockholders agreement beneficially owned 24,783,300 shares of
Common Stock subject to such agreement (constituting approximately 65% of the
common stock outstanding). </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the stockholders agreement, the Company granted to the parties
demand and incidental, or "piggy-back,"
registration rights with respect to the Shares. The demand registration rights
generally provide that the holders of a majority of the Shares may require,
subject to certain restrictions regarding timing and number of Shares, that the
Company register under the Securities Act all or part of the Shares held by such
stockholders. Pursuant to the incidental registration rights, the Company is
required to notify such stockholders of any proposed registration of the Shares
under the Securities Act and if requested by any such stockholder to include in
such registration any number of shares of Shares held by it subject to certain
restrictions. The Company has agreed to pay all expenses and indemnify any
selling stockholders against certain liabilities, including under the Securities
Act, in connection with registrations of Shares pursuant to such agreement.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Related Business</I></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Richard Leeds and Robert Leeds are minority owners of a wholesale business that
sells certain products to mass merchant customers. These products are, in some
instances, similar to the type of products sold by the Company. The Company
believes that the sales volume of competitive products sold by this wholesale
business was not significant. In 2006 the Company subleased office space to this
business at an annual rent of approximately $32,000 and sold merchandise to this
business totaling less than $10,000. The Company believes these transactions were made
on an arms-length basis and were not in competition with the Company's business.</FONT></P>


<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Related Insurance Broker</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
son of Bruce Leeds,&nbsp;the Company's Vice Chairman, is an employee- in
- -training at an insurance brokerage firm that has represented&nbsp;the Company
since January 2006.&nbsp;This brokerage&nbsp;firm&nbsp;earned approximately
$386,000 in commissions from the Company in 2006.&nbsp;The Company
believes&nbsp;that its transactions with&nbsp;this insurance brokerage firm were
made on an arms-length basis. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>EXECUTIVE COMPENSATION</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Compensation
Discussion and Analysis </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Objectives and Philosophy of Our Executive
Compensation Programs</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company's executive compensation programs are designed to achieve a number of
important objectives, including attracting and retaining individuals of superior
ability and managerial talent, rewarding individual contributions to the
achievement of the Company's business objectives, promoting integrity and good
corporate governance, and motivating executive officers to manage the Company in
a manner that will enhance the Company's growth and financial
performance for the benefit our stockholders,
customers and other constituencies. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Compensation of the Company's executive officers is determined based primarily
upon an evaluation of Company performance as it relates to three general
business areas: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Operational and Financial Performance (utilizing standard metrics
such as net sales, operating income, gross margin, earnings per share, working
capital, shareholder equity and peer group comparisons)</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Strategic Accomplishments (including growth in the business and in
the value of the Company's stock and assets).</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Corporate Governance and Oversight (encompassing legal and
regulatory compliance and adherence to company policies including the timely
filing of periodic reports with the SEC, the Sarbanes-Oxley Act,
employment and safety laws and regulations and
the Company's corporate ethics policy)</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In determining the compensation of a particular executive,
consideration is given to the specific corporate responsibilities that executive
is charged with as they relate to the foregoing business areas but no specific
financial performance benchmarks are generally used. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Elements of Our Executive Compensation Programs</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
promote the objectives described above, our executive compensation programs
typically consist of the following principal elements: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Base salary</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Cash bonuses</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Stock-based incentives (other than for the Chairman/CEO and the two Vice
Chairman of the Company who are considered majority stockholders of the
Company); and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;</TD>
<TD WIDTH=90%>Benefits, perquisites and other compensation</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3><I>Base Salary &#151; </I>Salary levels generally are determined
based on individual and Company performance as well as a subjective assessment
of prevailing levels among the Company's competitors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3><I>Cash Bonuses &#151; </I>In establishing annual bonuses, the
Company considers such factors relating to the Company's overall performance and
assigns such weight to each such factor as it, in its
discretion, deems appropriate. The Company may also consider its assessment of
each individual's contribution to the Company's performance. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3><I>Stock&#150;Based Incentives &#151;</I> Stock-based
incentives, at the present time consisting of (a) stock options granted at 100%
of the stock's fair market value on the grant date and/or (b) restricted stock
units granted subject to certain performance conditions, constitute the
long-term portion of the Company's executive compensation package. Stock options
provide an incentive for executives to manage the Company with a view to
achieving results which would increase the Company's stock
price and, therefore, the return to the Company's stockholders. The number and
timing of stock option grants are decided in part based on the Company's
subjective assessment of prevailing levels of similar compensation among the
Company's competitors. Stock option and restricted stock unit grants must be
approved by the Compensation Committee of the Board of Directors, or, with
respect to grantees who are not officers or directors, by the committee's
designee. Richard Leeds (Chairman and CEO), Bruce Leeds (Vice Chairman) and
Robert Leeds (Vice Chairman) do not receive stock options or other
stock&#150;based incentives as part of their compensation. The Messrs. Leeds are
members of a family group that together owns more than 60% of the stock of the
Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3><I>Benefits, Perquisites and Other Compensation -</I>&nbsp;The Company
provides various employee benefit programs to its executive officers, including
medical, dental and life insurance benefits and our 401(k) plan, which includes
Company contributions. The Company also provides leased cars or automobile
allowances and gasoline cost reimbursement to certain executive officers and
other Company managers as well as other benefits generally available to
all employees. Certain Company executives also have or are entitled to
receive severance payments, relocation allowances and/or change of control
payments pursuant to negotiated employment agreements they have with the Company
(see below). The Company does not provide to executive officers any (a) pension
benefits or (b) deferred compensation under any defined contribution or other
plan on a basis that is not tax-qualified. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2007 the Compensation Committee of the Board of Directors
established a policy requiring the forfeiting of bonuses to the managers of the
Company's TigerDirect subsidiary, including Gilbert Fiorentino, TigerDirect's
CEO and a Company director, in the event the Company's consolidated financial
statements require restatement as a result of a material error in the financial
statements of TigerDirect or any other subsidiary within the Company's
Technology Products business segment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not established any policies regarding required share
ownership by executives or directors or hedging and pledging of our common stock
by our executives or directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Role of the Compensation Committee</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Compensation Committee's responsibility is to review and
approve corporate goals relevant to the compensation of the Chief Executive
Officer and, after an evaluation of the Chief Executive Officer's performance in
light of such goals, to set the compensation of the Chief Executive Officer. The
Compensation Committee also approves, upon the recommendation of the Chief
Executive Officer, (a) the annual compensation of the other executive officers
of the Company, (b) the annual compensation of certain subsidiary managers, and
(c) all individual stock incentive grants to other executive officers. The
Committee is also responsible for reviewing and making periodic recommendations
to the Board with respect to the general compensation, benefits and perquisite
policies and practices of the Company including the Company's stock-incentive
based compensation plans. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Stock Option Grant Practices</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
order to avoid any impropriety or even the appearance of any impropriety with
respect to the timing of equity grants, the Compensation Committee adopted the
following policies in 2007: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>1.</TD>
<TD WIDTH=90%>The Compensation Committee will not, except in unusual
circumstances, delegate to the Company officers the authority to grant options
to employees. Instead, Company management will present to the Compensation Committee
in advance a list of prospective grantees with the specific number of
option shares proposed to be granted to each grantee. The Compensation Committee
shall then consider and if agreed, in its discretion, approve the list (with or
without modification). The grant date of such options shall
be the date of the Committee approves the list and the exercise price of such
options shall be the NYSE closing price of the Company stock on the grant
date.</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>2.</TD>
<TD WIDTH=90%>The Compensation Committee will be cognizant of timing the grant
of options in relation to the publication of Company earnings releases and other
public announcements so as to avoid any perception of "spring-loading" or
"bullet- dodging," i.e. granting options just after the release of unfavorable
news or before the release of favorable news. Stock option grants will not be
made, generally, until after the Company has disclosed, and the market has had
an opportunity to react to, material, potentially market-moving, information
concerning the Company.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>3.</TD>
<TD WIDTH=90%>In general, employee stock option grants will be made at fixed
times each year.</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Tax Deductibility Considerations</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It
is our policy to qualify compensation paid to executive officers for
deductibility under section 162(m) of the Internal Revenue Code, or the Code.
Section&nbsp;162(m) generally prohibits deducting the compensation of
executive officers that exceeds $1,000,000 unless that compensation is based on
the satisfaction of objective performance goals. Our stock incentive plans (the
1995 Long-term Stock Incentive Plan, the 1999 Long-term Stock Incentive Plan, as
amended, the 1995 Stock Option Plan for Non-Employee Directors and the 2006
Stock Incentive Plan for Non-Employee Directors) are structured to permit awards
under such plans to qualify as performance-based compensation and to maximize
the tax deductibility of such awards. However, we reserve the discretion to pay
compensation to our executive officers that may not be deductible. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Compensation of Executive Officers in 2006</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
determining the compensation of Company's Chief Executive Officer for the year
2006 and approving the annual compensation of the Company's other executive
officers, the Committee considered, among other factors, the increase in Company
revenues from the prior year (10.9%), the increase in income from operations
from the prior year (78%), the increase in net income from the prior year (295%)
and the increase in diluted earnings per share (294%). The Committee also
considered the previously disclosed significant deficiencies in the Company's
internal controls over financial reporting as of December 31, 2006 (see Part II,
Item 9A "Controls and Procedures" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006). </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Compensation Arrangements of Certain Executive
Officers</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Richard Leeds </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>Richard Leeds, Chairman and Chief Executive Officer of the
Company, has no employment agreement. Mr. Leeds received an annual salary of
$420,000 in 2006 and an annual salary of $401,092 in 2005. He received a cash
bonus of $600,000 in 2006 and a cash bonus of $500,000 in 2005. Mr. Leeds
received substantially the same amount of other compensation in both 2006 and
2005. He received no stock options or other stock-based incentive grants in
either 2006 or 2005. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Robert Leeds </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>Robert Leeds, Vice Chairman of the Company, has no employment
agreement. In both 2006 and 2005 Mr. Leeds received an annual salary of $389,881
and a cash bonus of $250,000. He received substantially the same amount in other
compensation in 2006 and 2005. Mr. Leeds received no stock options or other
stock-based incentive grants in either 2006 or 2005. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Bruce Leeds </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>Bruce Leeds, the Vice Chairman of the Company has no employment
agreement. In both 2006 and 2005 Mr. Leeds received an annual salary of $389,881
and a cash bonus of $250,000. He received substantially the same amount in other
compensation in 2006 and 2005. Mr. Leeds received no stock options or other
stock-based incentive grants in either 2006 or 2005. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Gilbert Fiorentino </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>On October 12, 2004, the Company entered into an employment
agreement with Gilbert Fiorentino, the Chief Executive Officer of its subsidiary
Tiger Direct, Inc. and a director of the Company. The agreement was effective as
of June 1, 2004 and expires on December 31, 2013 unless terminated sooner under
the terms of the agreement. The Company may terminate the agreement without
cause on 30 days' notice provided certain severance payments are made (see
below). </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Flush Bold" FSL="Workstation" -->
<P><FONT SIZE=3>Mr. Fiorentino's compensation consists of a base salary at the
initial annual rate of $400,000 (which is increased by five percent per year
subject to certain Company earnings requirements) and a performance bonus of
$250,000 per year (similarly increasing annually) provided that he meets certain
performance criteria previously established from time to time by the Executive
Committee of the Board of Systemax. He is also eligible for
an additional bonus, in the discretion of
the Board. In 2006 Mr. Fiorentino received $453,923 in annual salary, a cash
bonus of $950,000 and stock option awards valued at $917,438. In 2005 Mr.
Fiorentino received $446,808 in annual salary, a cash bonus of $500,000 and no
stock option awards. He received substantially the same in other compensation in
2006 and 2005. His cash bonus in 2006 was determined based on the increase in
2006 in the operating income (EBITDA) of the Technology Products segment of the
Company as compared with 2005<I>.</I></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>Under the terms of his employment agreement, Mr. Fiorentino is
entitled to a special bonus of 0.85% of the total proceeds of a "qualified"
change of control transaction upon the first
occurrence of a change of control meeting certain conditions. Additional
benefits include medical benefits, life insurance, an automobile and vacation.
The Company has also agreed to make certain "gross up" payments if other
payments to Mr. Fiorentino are deemed by the IRS to be subject to excise tax.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>The vesting schedule of previously granted options was
accelerated as follows: Mr. Fiorentino's option to purchase 350,000 shares of
Company stock, granted on February 28, 2003, at an exercise price of $1.76 per
share and his option to purchase 50,000 shares of Company stock, granted on
April 1, 2003, at an exercise price of $1.95 per share both now vest at 20% per
year with the first 20% vesting on October 12, 2004 (the date of execution of
the employment agreement). Mr. Fiorentino also was granted new options under the
Company's 1999 Long Term Stock Incentive Plan for 166,667 shares, and the
agreement obligated the Company to issue additional options on 166,667 shares in
each of August 2005 and 2006, at the then-fair market value. Options vest in
five annual cumulative installments of 20% each. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Flush Bold" FSL="Workstation" -->
<P><FONT SIZE=3>Mr. Fiorentino also was granted, pursuant to a restricted stock
unit agreement (the form of which is part of his employment agreement),
1,000,000 restricted stock units under the 1999 Long Term Stock Incentive Plan
conditioned on stock holder approval and the satisfaction of certain performance
conditions based on the earnings before interest, taxes, depreciation and
amortization in fiscal 2004 or fiscal 2005. Such restricted stock units vested
at the rate of 20% on May 31, 2005 and 10% on April 1, 2006 and each April
thereafter. The restricted stock units do not reflect actual issued shares of
common stock; shares are distributed within 30 days after a "Distribution
Event". A Distribution Event is defined as the earliest of the date that Mr.
Fiorentino is no longer employed by the Company or Tiger Direct, the date of a
change of control (as defined) or January 1, 2006 for the units that vest in
2005 or the date on which any subsequent units vest for units that vest after
2005. If the Company pays dividends or makes other distributions during the term
of the restricted stock agreement, however, Mr. Fiorentino has the right to
receive equivalent payments under certain circumstances, but shares of Company
stock shall only be distributed when there is a Distribution Event.</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>If Mr. Fiorentino is terminated by the Company without cause (as
defined in Mr. Fiorentino's employment agreement), under most circumstances he
would become vested in at least half of the restricted stock units that were
awarded to him (or all of such units under certain circumstances if a "Qualified
Change of Control" as, defined in the agreement, had occurred), subject to the
Company's right to redeem such units. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para (List) Flush Bold" FSL="Default" -->
<P><FONT SIZE=3>Mr. Fiorentino is subject to a two-year non-competition covenant
following termination of employment, although such period can be shortened to
one year or lengthened to three years by the Company in the event of a
Termination Without Cause (as defined). The Company is obligated to continue the
employee's salary and certain other benefits for such non-competition period
after an early termination by (a) the Company other than for cause or (b) the
employee for "Good Reason" (as defined) or after the expiration of the agreement
at its scheduled termination date. In the event of a Termination Without Cause
by the Company or a termination by the employee for Good Reason, certain
unvested restricted stock units generally vest and certain options may vest. In
certain instances the Company has the right to redeem vested restricted stock
units at fair market value.</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Lawrence P. Reinhold </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>Lawrence P. Reinhold was appointed Executive Vice President and
Chief Financial Officer effective January 17, 2007.&nbsp;The Company entered
into an employment agreement with Mr. Reinhold. Under that agreement, his base
salary is $400,000 and he shall be eligible for a bonus (which the agreement
states is expected to be at least equal to 50% of the base salary) assuming Mr.
Reinhold meets performance objectives (including the Company's financial
performance objectives) established for him by the Company. He is entitled to
receive four weeks vacation, a relocation allowance (not to exceed $75,000 plus
the cost of temporary housing and weekly travel to his prior residence for six
weeks), a car allowance of up to $1,200 per month or a company-leased car, and
an option to purchase 100,000 shares of common stock pursuant to the Company's
1999 Long Term Stock Incentive Plan (vesting in four equal annual installments
commencing on the first anniversary of the grant). </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>The agreement is terminable upon death or total disability, by
the Company for "cause" (as defined) or without cause, or by the employee
voluntarily for any reason or for "good reason" (as defined). In the event of
termination for death, disability, cause or voluntary termination by Mr.
Reinhold, the Company will owe no further payments other than as applicable
under disability or medical plans, any accrued but unused vacation time (up to
four weeks) and, in the event of termination for disability or death, the <I>pro
rata </I>portion of any bonus which would otherwise be paid. If Mr. Reinhold
resigns for good reason or if the Company terminates him for any reason other
than disability, death or cause, he shall also receive severance payments equal
to 12 months' base salary (or 24 months' base salary if termination is within 60
days prior to or one year following a "change of control," as defined), one
year's base salary bonus based on his average annual bonus for the prior two
years (unless he was employed for less than two years in which case he will
receive a prorated bonus) and a reimbursement of costs for COBRA insurance
coverage in addition to the payments paid for other terminations. The employment
agreement includes customary nondisclosure and intellectual property rights
provisions and non-compete/non-solicit provisions effective for one year
following termination. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Steven Goldschein </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>Steven Goldschein retired as the Company's Senior Vice President
and Chief Financial Officer effective January 17, 2007. He has agreed to remain
with the Company on a part-time basis for a one-year period. The employment
agreement with Mr. Goldschein was amended effective January 17, 2007 to reflect
Mr. Goldschein's role as a part time employee for 12 months (not to exceed 30
hours per week) pursuant to which he shall receive during such part time
employment period 105% of his prior base salary in effect on January 17, 2007.
He is eligible to receive his annual bonus for the 2006 fiscal year. The
amendment also provides that the non-compete period shall commence upon
termination of Mr. Goldscheins's part-time employment. In 2006 Mr. Goldschein
received $422,257 in annual Salary, a cash bonus of $220,000, no stock options
or other stock-based incentive grants and less than $10,000 in other
compensation. In 2005 he received $403,248 in annual salary, a cash bonus of
$75,000, no stock options or other stock-based incentive grants and less than
$10,000 in other compensation. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Compensation Committee Report to Stockholders</B> <SUP>*</SUP></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>The Compensation Committee of the Board of Directors of
Systemax, Inc. has reviewed and discussed the Compensation Discussion and
Analysis required by Item&nbsp;402(b) of Regulation S-K, which appears in this
proxy statement, with the management of Systemax. Based on this review and
discussion, the Compensation Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in Systemax's proxy
statement</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
COMPENSATION COMMITTEE<BR>
<BR>
Stacy S. Dick<BR>
Robert D. Rosenthal<BR>
Ann Leven</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>__________________________</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>*</TD>
<TD WIDTH=95%>This report shall not be deemed incorporated by reference
into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate this information
by reference.
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Compensation
Committee Interlocks and Insider Participation </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
members of the Company's Compensation Committee for fiscal year 2006 were Robert
Leeds, Robert D. Rosenthal and Stacy S. Dick. (Pursuant to the terms of the
Shareholder Suits Settlement, Robert Leeds resigned from the committee and Ann
Leven was appointed to the committee at the end of 2006.) Other than Robert
Leeds, the Company employs no member of the Compensation Committee. No Director
of the Company served during the last completed fiscal year as an executive
officer of any entity whose compensation committee (or other comparable
committee, or the Board, as appropriate) included an executive officer of the
Company. There are no "interlocks" as defined by the Securities and Exchange
Commission. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>SUMMARY COMPENSATION TABLE FOR 2006</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table sets forth the compensation earned by the Chief Executive
Officer ("CEO", our principal executive officer), Chief Financial Officer
("CFO", our principal financial officer), and the three most highly compensated
executive officers other than the CEO and CFO (collectively the "Named Executive
Officers") for the year ended December 31, 2006: </FONT></P>

<PRE>
<FONT SIZE=1>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Change in
                                                                                            Pension
                                                                                            Value and
                                                                              Non-Equity    Nonqualified
                                                                              Incentive     Deferred
                                                            Stock    Option   Plan          Compensation   All Other
        Name and Principal             Salary     Bonus     Awards    Awards  Compensation  Earnings       Compensation   Total
           Position             Year    ($)        ($)        ($)    ($) (1)    ($)            ($)             ($)         ($)

              (a)               (b)     (c)        (d)        (e)      (f)      (g)            (h)             (i)         (j)
- ----------------------------------------------------------------------------------------------------------------------------------

Richard Leeds                   2006   $420,000   $600,000     -        -        -              -         $27,795 (2)   $1,047,795
Chairman and Chief
Executive Officer (Principal
Executive Officer)

Steven M. Goldschein            2006   $422,257   $220,000     -        -        -              -         $23,662 (3)     $665,919
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)

Bruce Leeds                     2006   $389,881   $250,000     -        -        -              -         $26,061 (4)     $665,942
Vice Chairman

Robert Leeds                    2006   $389,881   $250,000     -        -        -              -         $21,890 (5)     $661,771
Vice Chairmans

Gilbert Fiorentino              2006   $453,923   $950,000      -     $917,438    -              -        $37,709 (6)   $2,359,070
President and CEO of Tiger
Direct, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=90%>This column represents the dollar amount recognized for financial
statement purposes with respect to the 2006 fiscal year for the fair value of
stock options granted in 2006 as well as in prior years in accordance with SFAS
123R. As per SEC rules relating to executive compensation disclosure, the
amounts shown exclude the impact of forfeitures related to service based vesting
conditions. These amounts were calculated using the Black-Scholes option-pricing
model.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=90%>Includes $22,599 in auto-related expenses. Also includes certain
medical insurance and other employee benefits not generally available to
employees.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(3)</TD>
<TD WIDTH=90%>Includes $17,308 in auto-related expenses. Also includes Company
401K contributions and certain medical insurance and other employee benefits not
generally available to employees.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(4)</TD>
<TD WIDTH=90%>Includes $20,865 in auto-related expenses. Also includes certain
medical insurance and other employee benefits not generally available to
employees.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(5)</TD>
<TD WIDTH=90%>Includes $16,694 in auto-related expenses. Also includes certain
medical insurance and other employee benefits not generally available to
employees.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(6)</TD>
<TD WIDTH=90%>Includes $22,635 in auto-related expenses. Also includes Company
401K contributions and certain medical insurance and other employee benefits not
generally available to employees.</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>GRANTS OF PLAN-BASED AWARDS FOR IN 2006</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table shows information regarding grants of non-equity incentive plan
awards and grants of equity awards that the Company made during the fiscal year
ended December 31, 2006 to each of the Named Executive Officers receiving such
awards: </FONT></P>

<PRE>
<FONT SIZE=1>

                                                                                        All Other
                         Estimated Future Payouts Under    Estimated Future Payouts     Stock
                               Non-Equity Incentive         Under Equity Incentive      Awards:
                                 Plan Awards                   Plan Awards
                         ------------------------------    ------------------------                  All Other
                                                                                                     Option
                                                                                                     Awards:                   Grant
                                                                                        Number of    Number of    Exercise or  Date
                                                                                        Shares of    Securities   Base Price   Fair
                                                                                        Stock or     Underlying   of Option    Value of
              Grant     Threshold  Target  Maximum  Threshold  Target  Maximum   Units  Options(1)   Awards       Option       Stock and
Name          Date       ($)        ($)      ($)       (#)       (#)     (#)       (#)     (#)        ($/Sh)      Awards(2)    Option Awards

 (a)           (b)       (c)        (d)      (e)       (f)       (g)     (h)       (i)     (j)        (k)            (l)
- --------------------------------------------------------------------------------------------------------------------------------------------
Gilbert       3/22/2006                                                                  166,667     $6.80        $802,597
Fiorentino

              8/25/2006                                                                  166,667     $8.06        $973,564

- --------------------------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=90%>See Mr. Fiorentino's employment agreement discussion on page 14.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=90%>This column represents the fair value of the stock option on the
granted dated determined in accordance with the provisions of SFAS 123R. As per
SEC rules relating to executive compensation disclosure, the amounts shown
exclude the impact of forfeitures related to service based vesting conditions.
These amounts were calculated using the Black-Scholes option-pricing model.</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>OUTSTANDING EQUITY AWARDS AT DECMBER 31, 2006</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table shows information regarding grants of stock options and grants
of unvested stock awards outstanding on the last day of the fiscal year ended
December 31, 2006, including both awards subject to performance conditions and
non-performance based awards, to each of the Named Executive Officers holding
such awards<U>:</U> </FONT></P>

<PRE>
<FONT SIZE=1>

- -----------------------------------------------------------------------------------------------------------------------------------
                                               Option Awards                                       Stock Awards
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         Equity
                                                                                                                         Incentive
                                                                                                                         Plan
                                                                                                           Equity        Awards:
                                                                                                           Incentive     Market or
                                                  Incentive                                                Plan          Payout
                                                  Plan                                                     Awards:       Value of
                                    Equity        Awards:                                      Market      Number of     Unearned
                                    Number of     Number of                        Number of   Value       Unearned      Shares,
                    Number of       Securities    Securities                       Shares or   of Shares   Shares,       Units or
                    Securities      Underlying    Underlying                       Units of    or Units    Units or      Other
                    Underlying      Unexercised   Exercised  Option                Stock       of Stock    Other Rights  Rights
                    Unexercised     Options       Unearned   Exercise  Option      That Have   That Have   That Have     That Have
                    Options (#)      (#)          Options    Price     Expiration  Not Vested  Not Vested  Not Vested    Not Vested
       Name         Exercisable    Unexercisable      (#)     ($)      Date          (#)         ($)         (#)           ($)
       (a)               (b)          (c)             (d)     (e)       (f)          (g)         (h)         (i)           (j)
- -----------------------------------------------------------------------------------------------------------------------------------
Steven Goldschein     40,000 (1)                             $7.31     10/25/09

Gilbert Fiorentino    20,000 (1)                             $7.31     10/25/09

                      50,833 (1)                             $1.95      2/15/11

                      50,833 (1)                             $3.05      5/31/12

                     210,000 (2)   140,000 (2)               $1.76      2/28/13

                      30,000 (2)    20,000 (2)               $1.95       4/1/13

                     100,001 (3)    66,666 (3)               $5.65     10/11/14

                      66,668 (3)    99,999 (3)               $6.80      3/22/16

                      33,334 (3)   133,333 (3)               $8.06      8/25/16

                                                                                   700,000    $12,215,000
- -----------------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=90%>Options vested 25% per year over four years from date of grant.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=90%>Options vested 20% over five years from date of grant.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(3)</TD>
<TD WIDTH=90%>Granted pursuant to Mr. Fiorentino's employment contract (see page
14). Options vest 20% per year over five years from date of grant.</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>OPTION EXERCISES AND STOCK VESTED IN 2006</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>The following table shows information regarding exercise of
options to purchase Systemax common stock and vesting of stock awards by each of
the Named Executive Officers whose options were exercised or awards vested
during the fiscal year ended December 31, 2006: </FONT></P>

<PRE>
<FONT SIZE=1>

- -----------------------------------------------------------------------------------------------------------------------------------

                                                Option Awards                                     Stock Awards

                                 Number of Shares                Value Realized       Number of Shares           Value Realized
                               Acquired on  Exercised            on Exercised        Acquired on Vesting           on Vesting
                                       (#)                            (#)                 (#)                         ($) (1)
             Name
              (a)                      (b)                            (c)                 (d)                         (e)
- -----------------------------------------------------------------------------------------------------------------------------------
Steven Goldschein                  115,000                       $432,100

Gilbert Fiorentino                                                                       100,000                     $730,000
- -----------------------------------------------------------------------------------------------------------------------------------
</FONT>
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=90%>Value realized is based upon the closing price of the company's
stock on the exercise or vesting date.</TD>
</TR>
</TABLE>
<BR>



<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
employment of any of our named executive officers is terminated without cause
(as defined in the executive's employment agreement) in a situation not
involving a change in control, the chart below sets forth the severance payments
that would have been made based on a hypothetical termination date of December
31, 2006 and using the closing price of our stock on the last trading date
before that date. These amounts are estimates and the actual amounts to be paid
can only be determined at the time of the termination of the executive's
employment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Termination of
Employment Without Change In Control </FONT></H1>


<PRE>
                                                Value of            Medical and
                      Cash Compensation    Accelerated Vesting        Other
                     (Salary and Bonus)       of Stock Awards       Benefits          Total
Name                      ($)                    ($)                  ($)              ($)
- ----                 ------------------    -------------------    --------------     ------

Richard Leeds              --                 --                     --                --
Bruce  Leeds               --                 --                     --                --
Robert Leeds               --                 --                     --                --
Gilbert Fiorentino   $2,807,847 (1)       $9,371,993(2)           $92,840 (3)      $12,272,680
Steven Goldschein    $  321,128 (4)             --                   --            $   321,128
</PRE>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
a change in control, the chart below sets forth the change in control payments
that would have been made based on a hypothetical change of control date of
December 31, 2006 and using the closing price of our stock on the last trading
date before that date. These amounts are estimates and the actual amounts to be
paid can only be determined at the time of the change of control. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Change In Control Payments</B></FONT></P>

<PRE>

                                                       Value of              Medical and
                                                  Accelerated Vesting          Other
                        Cash Compensation            of Stock Awards         Benefits          Total
Name                         ($)                        ($)                    ($)              ($)
- ----                    ------------------        -------------------       ------------       -----

Richard Leeds                 --                       --                       --               --
Bruce  Leeds                  --                       --                       --               --
Robert Leeds                  --                       --                       --               --
Gilbert Fiorentino            (5)                   $12,215,000(6)             (7)              (8)
Steven Goldschein             --                       --                      --                --
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=90%>Represents 2 years' salary and bonus</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=90%>Represents accelerated vesting of 500,000 restricted stock units
and options to purchase 66,666 shares of Company stock.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(3)</TD>
<TD WIDTH=90%>Represents 2 years' medical and other benefits.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(4)</TD>
<TD WIDTH=90%>Represents 6 months salary and 6 months pro-rated bonus.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(5)</TD>
<TD WIDTH=90%>Upon a "Qualifying Change of Control" as defined in his employment
agreement, Mr. Fiorentino would receive 0.85% of "Qualifying Value" of
"Qualifying Change of Control" transaction as defined in his employment
agreement.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(6)</TD>
<TD WIDTH=90%>Represents accelerated vesting of 700,000 restricted stock
units.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(7)</TD>
<TD WIDTH=90%>Upon a change in control, Mr. Fiorentino may be subject to certain
excise taxes under Section 280G of the Internal Revenue Code of 1986, as
amended. The Company has agreed to reimburse Mr. Fiorentino for those excise
taxes as well as for any income and excise taxes payable by the executives as a
result of any such reimbursement capped at $6 million in the aggregate.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(8)</TD>
<TD WIDTH=90%>Total of (a) change of control payment as described in footnote
(5), (b) $12,215,000 value of accelerated vesting of stock awards and (c)
reimbursement of excise taxes as described in footnote (7).</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Ratification of
Independent Registered Public Accountants<BR>
Item 2 on Proxy Card </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Action is to be taken at the Annual Meeting to ratify the selection of Ernst
&amp;Young LLP as independent registered public accountants for the Company for
the fiscal year ending December 31, 2007. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Representatives of Ernst &amp;Young LLP are expected to be present at the Annual
Meeting and to be available to respond to appropriate questions. They will have
an opportunity to make a statement if they so desire. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Principal Accounting Fees and
Services. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Ernst &amp; Young LLP replaced Deloitte &amp; Touche LLP as our independent
registered public accountants in December 2005. The following are the fees
billed by Ernst &amp; Young LLP and Deloitte &amp; Touche LLP for services
rendered during the fiscal years ended December 31, 2005 and 2006: </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><U>Audit and Audit-related Fees</U></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Ernst &amp; Young billed the Company $2,160,982 for professional services
rendered for the audit of the Company's annual consolidated financial statements
for the fiscal year ended December 31, 2006 and its reviews of the interim
financial statements included in the Company's Forms 10-Q for that fiscal year
and $2,585,000 for professional services rendered for the audit of the Company's
annual consolidated financial statements for the fiscal year ended December 31,
2005 and its interim reviews of the financial statements included in the
Company's Forms 10-Q for that fiscal year . </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3>Tax Fees</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tax
fees included services for international tax compliance, planning and advice.
Ernst &amp;Young LLP provided no tax related services to the Company in 2006.
Deloitte &amp; Touche LLP billed the Company for professional services rendered
for tax compliance, planning and advice for the fiscal year ended December 31,
2005 an aggregate of $116,000. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><U>All Other Fees</U></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
other fees were billed by Ernst &amp; Young LLP or by Deloitte &amp; Touche LLP
for the year ended December 31, 2006. Other fees of $5,000 were billed by Ernst
&amp; Young LLP for the year ended December 31, 2005. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Audit Committee is responsible for approving every engagement of the Company's
independent registered public accountants to perform audit or non-audit services
on behalf of the Company or any of its subsidiaries before such accountants can
be engaged to provide those services. The Audit Committee of the Board of
Directors has reviewed the services provided to the Company by Ernst &amp; Young
LLP and believes that the non-audit/review services it has provided are
compatible with maintaining the auditor's independence. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholder ratification of the selection of Ernst &amp; Young LLP as the
Company's independent registered public accountants is not required by the
Company's by-laws or other applicable legal requirement. However, the Board is
submitting the selection of Ernst &amp; Young LLP to the stockholders for
ratification as a matter of good corporate practice. If the stockholders fail to
ratify the selection, the Audit Committee will reconsider whether or not to
continue to retain that firm. Even if the selection is ratified, the Audit
Committee at its discretion may direct the appointment of different independent
registered public accountants at any time during the year or thereafter if it
determines that such a change would be in the best interests of the Company and
its stockholders. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Change of
Accountants </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
November 7, 2005, the company then serving as our certifying accountant,
Deloitte &amp; Touche LLP, notified our chief financial officer that it would
not stand for re-appointment as the Company's independent registered public
accountant for the year ending December 31, 2005, stating that the
client-auditor relationship would cease upon our filing our Form 10-K/A for the
fiscal year ended December 31, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the two most recent fiscal years and the subsequent interim period
preceding the notification from Deloitte &amp; Touche on November 7, 2005: (i)
there were no disagreements between us and Deloitte &amp; Touche on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Deloitte &amp; Touche, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports; and (ii)
there were "reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K) as described in the paragraph below. In addition, Deloitte &amp; Touche's
reports on our consolidated financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope, or accounting principles;
however, the 2003 report of Deloitte &amp; Touche issued in connection with the
2003 Form 10-K/A contained an explanatory paragraph which addressed the
restatement of such year's consolidated financial statements for the correction
of an error. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the two most recent fiscal years and the subsequent interim period
preceding the notification from Deloitte &amp; Touche on November 7, 2005, the
following reportable events occurred which caused our auditors to significantly
increase the scope of their audit work: (i) An investigation was conducted in
2004 of certain possible irregularities committed by former employees of a
subsidiary of the Company in connection with a promotional program; (ii)
Deloitte &amp; Touche issued a material weakness letter to us, as previously
disclosed in Item 9A of our Annual Report on Form 10-K for the year ended
December 31, 2004, which addressed (together with material weaknesses identified
by management related to errors at the Company's United Kingdom subsidiary which
gave rise to the restatement referred to in the prior paragraph) the dependency
on back end detective controls to overcome system shortcomings and inadequate
financial controls, communication and authority on the part of our management
over the Company's operating subsidiaries; and (iii) the restatement of our
consolidated financial statements for our years ended December 31, 2004, 2003
and 2002 which resulted principally from the discovery of errors in accounting
for inventory at our Tiger Direct subsidiary as to 2004 and the timing of
revenue recognition as it relates to all years. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
These matters were discussed in detail among management, the audit committee and
our independent registered public accountants. The Company authorized Deloitte
&amp; Touche to respond fully to inquiries of the successor accountant
concerning the subject matter of the material weakness. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
provided Deloitte &amp; Touche with a copy of the above disclosures and
requested that Deloitte &amp; Touche furnish us with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with such
statements made by the Company. We received such letter on November 16, 2005.
</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
December 9, 2005, the Company, by action of the audit committee of the Board of
Directors, engaged Ernst &amp; Young LLP as its independent registered public
accounting firm to audit the Company's consolidated financial statements. The
Company did not, during the two most recent fiscal years and any subsequent
interim period prior to engaging Ernst &amp; Young LLP, consult with Ernst &amp;
Young LLP regarding any matters referred to in either paragraph 304(2)(i) or
(ii) of Item 304 of Regulation S-K. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT SIZE=3><B><I>Vote Required for Approval</I></B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Ratification of the selection of Ernst &amp; Young LLP as the Company's
independent registered public accountants will require the affirmative vote of
the holders of a majority of the shares present in person or by proxy and
entitled to vote on the issue. There are no rights of appraisal or dissenter's
rights as a result of a vote on this issue. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3><B>THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST &amp; YOUNG AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2007, WHICH IS DESIGNATED
AS PROPOSAL NO. 2 ON THE ENCLOSED PROXY CARD.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>ADDITIONAL MATTERS</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Solicitation of Proxies </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
cost of soliciting proxies for the 2007 Annual Meeting will be borne by the
Company. In addition to solicitation by mail, solicitations may also be made by
personal interview, fax and telephone. Arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and proxy
material to their principals, and the Company will reimburse them for expenses
in so doing. Consistent with the Company's confidential voting procedure,
Directors, officers and other regular employees of the Company, as yet
undesignated, may also request the return of proxies by telephone or fax, or in
person. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Annual Report
</FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Annual Report of the Company for the year ended December 31, 2006 will be first
mailed to all stockholders with this proxy statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Stockholder
Proposals </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stockholder proposals intended to be presented at an annual meeting, including
proposals for the nomination of Directors, must be received by March 31, 2008,
to be considered for the 2008 Annual Meeting. Stockholders proposals should be
mailed to Systemax Inc., Attention: Investor Relations, 11 Harbor Park Drive,
Port Washington, NY 11050. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Other Matters
</FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors does not know of any matter other than those described in
this proxy statement that will be presented for action at the meeting. If other
matters properly come before the meeting, the persons named as proxies intend to
vote the shares they represent in accordance with their judgment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3><B>A COPY OF THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2006 IS INCLUDED AS PART OF THE COMPANY'S ANNUAL REPORT PROVIDED WITH THIS
PROXY STATEMENT. AN ADDITIONAL COPY MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN
REQUEST. Such request should be sent to: SYSTEMAX INC., 11 Harbor Park Drive,
Port Washington, New York 11050, Attention: Investor Relations or via email to
investinfo@systemax.com.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Available
Information </FONT></H1>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company maintains an internet web site at <U>www.systemax.com</U>. The Company
files reports with the Securities and Exchange Commission and makes available
free of charge on or through this web site its annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, including all
amendments to those reports. These are available as soon as is reasonably
practicable after they are filed with the SEC. All reports mentioned above are
also available from the SEC's web site (<U>www.sec.gov</U>). The information on
the Company's web site or any report the Company files with, or furnishes to,
the SEC is not part of this proxy statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company's Board of Board of Directors has adopted the following corporate
governance documents (the "Corporate Governance Documents"): </FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>&#149;<BR>
&#149;<BR>
&#149;<BR>
&#149;<BR>
&#149;</TD>
<TD WIDTH=90%>
Corporate Ethics Policy for officers, directors and employees<BR>
Charter for the Audit Committee of the Board of Directors<BR>
Charter for the Compensation Committee of the Board of Directors<BR>
Charter for the Nominating/Corporate Governance Committee of the Board of Directors<BR>
Corporate Governance Guidelines and Principles
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with the corporate governance rules of the New York Stock Exchange,
each of the Corporate Governance Documents is available on the Company's Company
web site (<U>www.systemax.com</U>) or can be obtained by writing to Systemax
Inc., Attention: Board of Directors (Corporate Governance), 11 Harbor Park
Drive, Port Washington, NY 11050. </FONT></P>


<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>SYSTEMAX INC.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>PROXY</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>This Proxy is Solicited on Behalf of the Board of Directors</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned hereby appoints Curt Rush and Thomas Axmacher, and each of them,
with power of substitution, attorneys and proxies to represent and vote all
shares of Common Stock of Systemax Inc. (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Systemax Inc. to be
held on June 7, 2007, at 2:00 p.m., local time, and at any adjournment or
postponements thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the Company's By-Laws, business transacted at the Annual Meeting of
Stockholders is confined to the purposes stated in the Notice of the Meeting.
This Proxy will, however, convey discretionary authority to the persons named
herein as proxies to vote on matters incident to the conduct of the Meeting.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. <B>If no direction is made, this Proxy will be voted
FOR the election of the nominees and FOR proposal 2.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>(Continued and to be signed on the reverse side)</B></FONT></P>



<P ALIGN=CENTER><FONT SIZE=3><B>ANNUAL MEETING OF STOCKHOLDERS OF</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=5><B>SYSTEMAX INC.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>June 7, 2007</B></FONT></P>
<BR>
<BR>
<BR>
<BR>
<P ALIGN=CENTER><FONT SIZE=3><B>Please date, sign and mail<BR>
your proxy card in the<BR>
envelope provided as soon<BR>
as possible.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Please detach along perforated line and mail in the envelope provided.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.<BR>
PLEASE MARK YOUR VOTE IN THE BLUE OR BLACK INK AS SHOWN HERE [X]</FONT></P>

<P><FONT SIZE=3>1. Election of Directors:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>
<BR>
[  ]<BR>
<BR>
[  ]<BR>
<BR>
<BR>
[  ]</TD>
<TD WIDTH=45%>
<BR>
FOR ALL NOMINEES<BR>
<BR>
AGAINST<BR>
ALL NOMINEES<BR>
<BR>
FOR ALL EXCEPT<BR>
(See instructions below)</TD>
<TD WIDTH=5%>
<BR>
( )<BR>
( )<BR>
( )<BR>
( )<BR>
( )<BR>
( )<BR>
( )</TD>
<TD WIDTH=45%>
<B>NOMINEES:</B><BR>
Richard Leeds<BR>
Bruce Leeds<BR>
Robert Leeds<BR>
Gilbert Fiorentino<BR>
Robert Rosenthal<BR>
Stacy S. Dick<BR>
Ann R. Leven</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><U><B>INSTRUCTION</B></U>:</TD>
<TD WIDTH=85%>To vote against any individual
nominee(s), mark <B>"FOR ALL EXCEPT"</B> and fill in the circle next to each
nominee you wish to vote against, as shown here:</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>To change the address on your account, please check the box at
right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this
method.&nbsp;&nbsp;&nbsp;[&nbsp;&nbsp;]</FONT></P>

<P><FONT SIZE=3>2. To consider and vote upon a proposal to ratify the
appointment of Ernst &amp; Young LLP as the Company's independent registered
public accountants for fiscal 2007.<BR> For [&nbsp;&nbsp;]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Against
[&nbsp;&nbsp;]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Abstain [&nbsp;&nbsp;]</FONT></P>

<P><FONT SIZE=3>3. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Signature of Stockholder<BR>
Date</TD>
<TD WIDTH=50%>Signature of Stockholder<BR>
Date </TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><B>Note:</B> Please sign exactly as your name or names appear on
this Proxy. When shares are held jointly, each holder should sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.</FONT></P>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
