GSI COMMERCE announced that it has issued 1.65 million shares of GSI Commerce common stock to Interactive Technology Holdings, LLC “ITH”, a joint venture company owned by Comcast Corporation and QVC, Inc. in exchange for warrants held by ITH to purchase 4.5 million shares of GSI Commerce common stock.

Of the warrants that are being exchanged, 2.0 million have an exercise price of $8.15 per share and expire between September 2005 and October 2005 and 2.5 million have an exercise price of $10.00 per share and expire between September 2005 and October 2005.

As a result of this transaction, ITH's stake in GSI Commerce's current outstanding shares increased to approximately 26.6% from approximately 23.5% while its stake in GSI Commerce's fully diluted shares decreased from approximately 28.2% to approximately 23.8%. In addition, as a result of this transaction, GSI Commerce's outstanding shares increased from approximately 38.9 million shares to approximately 40.5 million shares and its fully diluted shares decreased from approximately 49.5 million shares to approximately 46.7 million shares.