<SUBMISSION>
<ACCESSION-NUMBER>0000950136-00-001079
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20000630
<FILING-DATE>20000814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BLUEFLY INC
<CIK>0001030896
<ASSIGNED-SIC>5130
<IRS-NUMBER>133612110
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>333-22895
<FILM-NUMBER>699176
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
<PHONE>2129448000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PIVOT RULES INC
<DATE-CHANGED>19970305
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>

<PAGE>




                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q




(Mark One)

[X]             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934
                For the quarterly period ended June 30, 2000


[ ]             TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934
                For the transition period from ______ to ______



                        Commission File Number: 333-22895

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

                                  BLUEFLY, INC.
        (Exact name of small business issuer as specified in its charter)

             New York                                     13-3612110
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

         42 West 39th Street, New York, NY                       10018
    (Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (212) 944-8000

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]



As of August 10, 2000, the issuer had outstanding 4,924,906 shares of Common
Stock, $.01 par value.


Transitional Small Business Disclosure Format (check one): Yes [   ] No [X]



<PAGE>


                                  BLUEFLY, INC.
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                              <C>
Part I. Financial Information

Item 1. Financial Statements

        Consolidated Balance Sheets as of June 30, 2000 (unaudited) and
                 December 31, 1999                                                     3

        Consolidated Statements of Operations for the six months ended
                 June 30, 2000 and 1999 (unaudited)                                    4

        Consolidated Statements of Operations for the three months ended
                 June 30, 2000 and 1999 (unaudited)                                    5

        Consolidated Statements of Cash Flows for the six months ended
                 June 30, 2000 and 1999 (unaudited)                                    6

        Notes to Consolidated Financial Statements                                     8


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                                      9

Part II. Other Information                                                            13

Item 2.  Changes in Securities and Use Of Proceeds                                    13

Item 6.  Exhibits and Reports on Form 8-K                                             13

Signatures                                                                            14

</TABLE>

                                       2





<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS

                                  BLUEFLY, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   JUNE 30,         DECEMBER 31,
                                                                                     2000               1999
                                                                                     ----               ----
<S>                                                                               <C>               <C>
                          ASSETS
Current assets
   Cash                                                                           $ 3,933,000       $ 7,934,000
   Inventories, net                                                                 7,496,000         7,020,000
   Accounts receivable                                                                862,000           381,000
   Prepaid expenses                                                                   533,000           212,000
   Other current assets                                                               214,000           487,000
                                                                                  -----------       ----------
          Total current assets                                                     13,038,000        16,034,000

Property and equipment, net                                                         1,458,000         1,037,000

Other assets                                                                           38,000            38,000
                                                                                  -----------       -----------

                                                                                 $14,534,000        $17,109,000
                                                                                 ============       ===========

                                          LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities
   Accounts payable                                                              $ 3,708,000        $ 4,287,000
   Accrued expenses and other current liabilities                                  2,178,000          2,236,000
                                                                                 -----------        -----------
       Total current liabilities                                                   5,886,000          6,523,000

Note payable (net of $317,000 of unamortized discount)                             8,683,000                 --
                                                                                 -----------        -----------
                                                                                  14,569,000          6,523,000
                                                                                 -----------        -----------
Commitments (Note 5)

Redeemable preferred stock - $.01 par value; 2,000,000
   shares authorized and 500,000 shares issued and
   outstanding (liquidation preference: $20 per share plus                        10,684,000         10,285,000
   accrued dividends)

Shareholders' equity (deficit)
   Common stock - $.01 par value; 15,000,000 shares
     authorized and 4,924,906 shares issued and
     outstanding                                                                      49,000             49,000
  Additional paid-in capital                                                      17,431,000         17,483,000
  Accumulated deficit                                                            (28,199,000)       (17,231,000)
                                                                                 -----------        -----------
                                                                                 (10,719,000)           301,000
                                                                                 -----------        -----------

                                                                                 $14,534,000        $17,109,000
                                                                                 ===========        ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                       3


<PAGE>




                                  BLUEFLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED
                                                                                  JUNE 30,
                                                                     -----------------------------------
                                                                          2000              1999
                                                                          ----              ----
<S>                                                                  <C>                <C>
Net sales                                                            $   7,885,000      $  1,046,000
Cost of sales                                                            5,982,000           799,000
                                                                     -------------      ------------
     Gross profit                                                        1,903,000          247,000



Selling, marketing and fulfillment expenses                             10,421,000         3,603,000
General and administrative expenses                                      2,458,000         1,035,000
                                                                     -------------    --------------
      Total                                                            (12,879,000)       (4,638,000)

Operating loss from continuing operations                              (10,976,000)       (4,391,000)

Interest income, net of interest expense                                     8,000           172,000
                                                                     -------------    --------------

Loss from continuing operations                                        (10,968,000)       (4,219,000)
                                                                     -------------    --------------

Discontinued operations - Note 2

      Income from discontinued operations                                      --            63,000
                                                                     ------------     -------------
Net loss                                                             $(10,968,000)    $  (4,156,000)

Preferred stock dividends                                                (399,000)               --
                                                                     ------------     -------------
Net loss available to common shareholders                            $(11,367,000)    $  (4,156,000)
                                                                     ============     =============

Basic and diluted (loss) income per common share
     Continuing operations                                                $ (2.31)          $ (0.90)
     Discontinued operations                                                   --               .01
                                                                          -------           -------
           Net loss per common share                                      $ (2.31)          $ (0.89)
                                                                          =======           =======

Weighted average common shares outstanding                              4,924,906         4,692,587
                                                                        =========         =========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>




                                  BLUEFLY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                  JUNE 30,
                                                                     -----------------------------------
                                                                          2000              1999
                                                                          ----              ----
<S>                                                                  <C>               <C>
Net sales                                                            $   4,327,000     $     741,000
Cost of sales                                                            3,270,000           546,000
                                                                     --------------    -------------
     Gross profit                                                        1,057,000           195,000



Selling, marketing and fulfillment expenses                              5,104,000         2,740,000
General and administrative expenses                                      1,191,000           541,000
                                                                     -------------     -------------
      Total                                                             (6,295,000)       (3,281,000)

Operating loss                                                          (5,238,000)       (3,086,000)

Interest (expense) income, net                                             (63,000)          102,000
                                                                     -------------     -------------

Net loss                                                              $ (5,301,000)     $ (2,984,000)


Preferred stock dividends                                                 (199,000)               --
                                                                      ------------      ------------

Net loss available to common shareholders                             $ (5,500,000)     $ (2,984,000)
                                                                      ============      ============

Basic and diluted loss per common share                                     $(1.12)          $ (0.61)
                                                                            ======           =======

Weighted average common shares outstanding                               4,924,906         4,866,343
                                                                         =========         =========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>




                                  BLUEFLY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  SIX MONTHS ENDED
                                                                                                        JUNE 30,
                                                                                           ----------------------------------
                                                                                                  2000           1999
                                                                                                  ----           ----
<S>                                                                                        <C>              <C>

Cash flows from operating activities

  Loss from continuing operations                                                          $(10,968,000)    $ (4,219,000)
  Adjustments to reconcile loss from continuing operations to net cash used in
     operating activities:
     Depreciation and amortization                                                              308,000           49,000
     Common stock issued for services                                                                --            7,000
     Changes in operating assets and liabilities:
     (Increase) decrease in
          Inventories                                                                          (476,000)      (1,879,000)
          Accounts receivable                                                                  (481,000)          36,000
          Other current assets                                                                  273,000         (125,000)
          Prepaid expenses                                                                     (321,000)          71,000
     Increase (decrease) in
          Accounts payable                                                                     (579,000)        (120,000)
          Accrued expenses and other current liabilities                                        (58,000)         529,000
                                                                                           ------------    -------------
    Net cash used in operating activities - continuing operations                           (12,302,000)      (5,651,000)
                                                                                           ------------    -------------


  Income from discontinued operations                                                                --           63,000
  Adjustments to reconcile income from discontinued operations to net cash provided
  by operating activities:
          Changes in operating assets and liabilities:
            (Increase) decrease in
               Non-factored receivables                                                              --         187,000
            Increase (decrease) in
               Income taxes payable                                                                  --         195,000
                                                                                           ------------    ------------

Net cash provided by operating activities - discontinued operations                                  --         445,000
                                                                                           ------------    ------------


Net cash used in operating activities                                                       (12,302,000)     (5,206,000)
                                                                                           ------------    ------------

</TABLE>







   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>




                                  BLUEFLY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                       SIX MONTHS ENDED
                                                                                                           JUNE 30,
                                                                                               ----------------------------------
                                                                                                    2000              1999
                                                                                                    ----              ----
<S>                                                                                            <C>               <C>


Cash flows from investing activities
  Purchase and placement into service of property and equipment                                  (699,000)          (216,000)
  Funds deposited with factor                                                                          --          2,264,000
                                                                                               ----------         ----------


Net cash (used in) provided by investing activities                                              (699,000)         2,048,000
                                                                                               ----------         ----------

Cash flows from financing activities - continuing operations
  Proceeds from notes payable                                                                   9,000,000                --
  Net proceeds from warrant redemption                                                                 --          7,062,000
  Net proceeds from unit purchase option and option exercises                                          --            197,000
                                                                                               ----------         ----------
Net cash provided by financing activities - continuing operations                               9,000,000          7,259,000
                                                                                               ----------         ----------

Cash flows from financing activities - discontinued operations
  Net change in due to/from factor                                                                     --            171,000
                                                                                               ----------         ----------
Net cash provided by financing activities - discontinued operations                                    --            171,000
                                                                                               ----------         ----------


Net cash provided by financing activities                                                       9,000,000          7,430,000
                                                                                               ----------         ----------

Net (decrease) increase in cash                                                                (4,001,000)         4,272,000
Cash balance - beginning of period                                                              7,934,000          2,830,000
                                                                                               ----------         ----------
Cash balance - end of period                                                                   $3,933,000         $7,102,000
                                                                                               ==========         ==========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Income taxes                                                                          $       --         $    1,000
                                                                                               ==========         ==========

</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>

                                 BLUEFLY, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2000


NOTE 1 - BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
Bluefly, Inc. and its wholly owned subsidiary (the "Company"). All significant
intercompany balances and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 310 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The results of
operations of any interim period are not necessarily indicative of the results
of operations to be expected for the fiscal year. For further information, refer
to the consolidated financial statements and accompanying footnotes included in
the Company's Form 10-KSB/A for the year ended December 31, 1999. There have
been no changes in significant accounting policies since December 31, 1999. The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has sustained net
losses and negative cash flows from operations since the formation of
Bluefly.com. The Company's ability to meet its obligations in the ordinary
course of business is dependent on its ability to establish profitable
operations or raise additional financing through public or private equity
financing, collaborative or other arrangements with corporate sources, or other
sources to fund operations. There can be no assurance that any additional
financing or other sources of capital will be available to the Company upon
acceptable terms, or at all. The inability to obtain additional financing, when
needed, would have a material adverse effect on the Company's business,
financial condition and results of operations.


NOTE 2 - THE COMPANY

The Company is a leading Internet retailer of designer fashions and home
accessories at outlet store prices. The full service Web store ("Bluefly.com" or
"Web Site") sells over 350 brands of designer apparel, accessories and house and
home products at discounts of up to 75%. Bluefly.com, which launched in
September 1998, also offers information on current fashion trends.

In June 1998, the Company's Board of Directors voted to discontinue the
operations of its golf sportswear division and devote all of the Company's
energy and resources to building Bluefly.com.


NOTE 3 - NOTES PAYABLE

In March 2000, the Company obtained a commitment from affiliates of Soros
Private Equity Partners ("Soros") to provide, at the Company's option, up to $15
million of financing at any time during 2000 on terms reflecting market rates
for such financings at the time such financing is provided (the "Soros
Commitment"). As of June 30, 2000, Soros had provided the Company with an
aggregate of $9 million in debt financing pursuant to the Soros Commitment, in
the form of notes that bear interest at a rate of 8% per annum and are due in
January 2002 (the "Soros Notes"). The Soros Notes provide that amounts due
thereunder will convert into securities sold in the Company's next round of
equity financing in which it raises at least $10 million (the "Next Round of
Financing"). In connection with the Soros Commitment and Soros Notes, the
Company has granted Soros warrants (the "Soros Warrants") pursuant to which
Soros has the right to purchase up to 275,000 shares of Common Stock at an
exercise price equal to the value of a share of Common Stock as determined in
the Company's Next Round of Financing, exercisable at any time during the 5
years following issuance. The Soros Warrants have been valued at $347,000 using
the Black Scholes option model and, accordingly, the Company has recorded a
charge to additional paid in capital and related debt discount.


NOTE 4 - EARNINGS (LOSS) PER SHARE

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share." Basic earnings (loss) per share excludes dilution and
is computed by dividing earnings (loss) available to common shareholders by the
weighted average number of common shares outstanding for the period.

Diluted earnings (loss) per share is computed by dividing earnings (loss)
available to common shareholders by the weighted average number of common shares
outstanding for the period, adjusted to reflect potentially dilutive securities.
Due to the loss from continuing operations, options and warrants to purchase
1,463,290 shares of Common Stock and Preferred Stock convertible into 952,381
shares were not included in the computation of diluted earnings per share
because the result of the exercise of such would be antidilutive.

                                       8

<PAGE>

                                 BLUEFLY, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2000



NOTE 5 - COMMITMENTS

MARKETING AND ADVERTISING COMMITMENTS

The Company has advertising and marketing commitments through December 31, 2000
of approximately $900,000. These amounts include payments due in connection with
the Company's online marketing relationships as well as print advertising
commitments.


NOTE 6 - RECLASSIFICATIONS

Certain amounts in the consolidated financial statements of the prior period
have been reclassified to conform to the current period presentation for
comparative purposes.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

The Company is a leading Internet retailer of designer fashions and home
furnishings at outlet store prices. The Company offers an extensive selection of
designer products from over 350 brands.

The Company derives revenue primarily from the sale of designer products on its
Web Site. Merchandise revenue is recognized when goods are shipped to the
Company's customers from its third party warehouse, which occurs only after
credit card authorization. For sales of merchandise, the Company is responsible
for pricing, processing and fulfilling the orders. The Company processes
merchandise returns and bears the credit risk for these transactions. The
Company generally permits returns for any reason within 90 days of the sale.
Accordingly, the Company reserves for estimated future returns and bad debt at
the time of shipment based on historical data. However, the Company's future
return and bad debt rates could differ significantly from historical figures.

The Company has incurred substantial costs to develop its Web Site and
infrastructure. In order to expand its business, the Company intends to invest
heavily in sales, marketing, merchandising, operations, information systems,
site development and additional personnel to support these activities. The
Company, therefore, expects to continue to incur substantial operating losses
for the foreseeable future.

The Company's quarterly net sales increased to $4,327,000 for the second quarter
of 2000, an increase of over 480% compared to net sales during the second
quarter of 1999 of $741,000, and an increase of approximately 22% compared to
net sales during the first quarter of 2000 of $3,558,000.

According to Media Metrix data, Bluefly.com had 402,000 average monthly unique
visitors during the second quarter of 2000, approximately 9% higher than the
369,000 average monthly unique visitors attracted during the second quarter of
1999 and approximately 4% higher than the 387,333 average monthly unique
visitors attracted during the first quarter of 2000. During the quarter, the
Company added more than 36,000 new customers, over a 365% increase over the
7,700 customers added in the second quarter of 1999 and a 10% increase over the
32,600 customers added in the first quarter of 2000. Repeat customers accounted
for approximately 46% of the Company's revenues, up from 40% in the second
quarter of 1999 and 41% in the first quarter of 2000.

Gross revenue per unique visitor was $4.92 for the second quarter, 429% higher
than the $0.93 gross revenue per unique visitor generated in the second quarter
of 1999 and 17% higher than the $4.20 gross revenue per unique visitor generated
in the first quarter of 2000. Customer acquisition costs (which the Company
defines as total advertising expenditures during the quarter (excluding staff
related costs) divided by new customers acquired in the quarter) decreased to
$73.21 during the second quarter of 2000. This represents an improvement of
approximately 70% from the Company's $239.46 customer acquisition costs during
the second quarter of 1999 and an improvement of approximately 30% from the
Company's $103.89 customer acquisition costs during the first quarter of 2000.

In order to accommodate increased inventory levels and higher volumes of order
fulfillment, the Company is in the process of moving to a larger more robust
fulfillment center. The Company expects the move to be complete by the end of
the summer with minimal disruption to its fulfillment operations, although there
can be no assurance that this will be the case.


                                       9


<PAGE>

                                 BLUEFLY, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2000


Bluefly.com was launched in September 1998. In June 1998, prior to the launch of
Bluefly.com, the Company discontinued its Pivot Rules division, which marketed a
collection of golf sportswear in order to devote all of its resources to
building Bluefly.com.

RESULTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 1999

NET SALES: For the six months ended June 30, 2000, gross sales (revenue from
product sales before any adjustment for reserves) totaled $10,865,000. The
Company recorded a provision for returns and credit card chargebacks and other
discounts of $2,980,000, or approximately 27% of gross sales. The reserve
allowance takes into account the Company's 90-day return policy and actual
experience to date, which may vary over time. After the necessary provisions for
returns, credit card chargebacks and adjustments for uncollected sales taxes,
the Company's net sales for the six months ended June 30, 2000 were $7,885,000.
This represents an increase of over 653% compared to net sales for the same
period in 1999, in which net sales totaled $1,046,000.

COST OF SALES: Cost of sales for the six months ended June 30, 2000 totaled
$5,982,000, resulting in gross margin of approximately 24.1%. Cost of sales
consists of the cost of product sold to customers, in-bound shipping costs,
inventory reserves, commissions and packing materials. Cost of sales for the six
months ended June 30, 1999 were $799,000, resulting in gross margin of 23.6%.
The Company believes that the increase in gross margin is the result of
improvements in the Company's bad debt recovery as well as revenue generated
from certain promotional activities, partially offset by commission costs that
were not incurred in 1999.

SELLING, MARKETING AND FULFILLMENT EXPENSES: Selling, marketing and fulfillment
expenses totaled $10,421,000 for the six months ended June 30, 2000,
representing costs associated with online strategic marketing relationships,
print advertising, Web Site hosting, inventory management, including outbound
shipping costs (net of shipping revenue), fulfillment costs and customer
service. Of the total selling, marketing and fulfillment expenses for the six
months ended June 30, 2000, approximately $690,000 relates to fulfillment costs,
and approximately $392,000 represents outbound shipping costs (net of shipping
revenue). Marketing expenses related to online and print advertising for the six
months ended June 30, 2000, totaled approximately $6,030,000 while Web site
hosting costs totaled approximately $1,044,000. Selling, marketing and
fulfillment expenses for the same period in 1999 were approximately $3,603,000.
Of the total selling, marketing and fulfillment expenses for the six months
ended June 30, 1999, approximately $127,000 relates to fulfillment costs, and
approximately $25,000 represents outbound shipping costs (net of shipping
revenue). Marketing expenses related to online and print advertising totaled
approximately $2,166,000 while Web site hosting costs totaled approximately
$449,000 for the six months ended June 30, 1999.

The increase in fulfillment costs and outbound shipping costs in this period
compared to 1999, is largely attributable to increased sales volume, while the
increase in Web site hosting costs results from the Company's desire to improve
the speed of its Web site and effectively handle growth in traffic to the Web
site. Marketing expenses as a percentage of total selling marketing and
fulfillment expenses, increased for the six month period ended June 30, 2000 by
approximately 2% as compared to the same period in 1999.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$2,458,000 for the six months ended June 30, 2000 compared to $1,035,000 for the
same period in 1999. General and administrative expenses include salaries and
related expenses, insurance costs, accounting and legal fees, depreciation and
other office related expenses. The increase in general and administrative
expenses in this period, as compared to 1999, was largely the result of an
increase in employees, and their related benefits as well as increased
professional fees. The Company has increased its head count across all
departments, growing the Company from 39 employees as of June 30, 1999 to 90 as
of June 30, 2000.

FOR THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 1999

NET SALES: For the three months ended June 30, 2000, gross sales (revenue from
product sales before any adjustment for reserves) totaled $5,987,000. The
Company recorded a provision for returns and credit card chargebacks and other
discounts of $1,660,000, or approximately 28% of gross sales. The reserve
allowance takes into account the Company's 90-day return policy and actual
experience to date, which may vary over time. After the necessary provisions for
returns, credit card chargebacks and adjustments for uncollected sales taxes,
the Company's net sales for the second quarter of 2000 were $4,327,000. This
represents an increase of over 480% compared to net sales for the three month
period ended June 30, 1999, in which net sales totaled $741,000.

COST OF SALES: Cost of sales for the three months ended June 30, 2000 totaled
$3,270,000, resulting in gross margin of approximately 24.4%. Cost of sales
consists of the cost of product sold to customers, in-bound shipping costs,
inventory reserves and packing materials. Cost of sales for the three months
ended June 30, 1999 were $546,000, resulting in gross margin of 26.3%. The
Company believes that the

                                       10


<PAGE>
                                 BLUEFLY, INC.
                                 JUNE 30, 2000


gross margin decrease is the result of increased inventory reserves, commissions
and cost of packing materials for the three months ended June 30, 2000 compared
to the same period last year. These increases in cost were partially offset by
improvements in the Company's bad debt reserves and revenue from certain
promotional activities.

SELLING, MARKETING AND FULFILLMENT EXPENSES: Selling, marketing and fulfillment
expenses totaled $5,104,000 for the three months ended June 30, 2000,
representing costs associated with online strategic marketing relationships,
print advertising, Web Site hosting, inventory management, including outbound
shipping costs (net of shipping revenue), fulfillment and customer service.
Fulfillment expenses for the three months ended June 30, 2000 totaled
approximately $387,000, while the costs of outbound shipping net of the related
shipping revenue totaled $214,000. Marketing expenses related to online and
print advertising totaled approximately $2.6 million. Selling, marketing and
fulfillment expenses for the same period in 1999 were approximately $2,740,000.
Fulfillment expenses for the three months ended June 30, 1999 totaled
approximately $80,000, while the costs of outbound shipping net of the related
shipping revenue totaled $23,000. Marketing expenses related to online and print
advertising for the three months ended June 30, 1999 were approximately
$1,852,000.

The increase in fulfillment costs and outbound shipping costs in this period
compared to 1999, is largely attributable to increased sales volume, while the
increase in Web site hosting costs results from the Company's desire to improve
the speed of its Web site and effectively handle the growth in traffic to the
Web site. Marketing expenses as a percentage of total selling marketing and
fulfillment expenses, decreased for the three month period ended June 30, 2000
by approximately 16% as compared to the same period in 1999.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$1,191,000 for the three months ended June 30, 2000 compared to $541,000 for the
same period in 1999. General and administrative expenses include salaries and
related expenses, insurance costs, accounting and legal fees, depreciation and
other office related expenses. The increase in general and administrative
expenses in the second quarter 2000, as compared to 1999, was largely the result
of an increase in employees, and their related benefits as well as increased
professional fees. The Company has increased its head count across all
departments, growing the Company from 39 employees as of June 30, 1999 to 90 as
of June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2000, the Company had approximately $7.15 million of working
capital, of which approximately $3.9 million was in the form of cash. In
addition, as of June 30, 2000, the Company had $6.0 million of cash available
under the Soros Commitment described below.

In March 2000, the Company obtained a commitment from affiliates of Soros
Private Equity Partners ("Soros") to provide, at the Company's option, up to $15
million of financing at any time during 2000 on terms reflecting market rates
for such financings at the time such financing is provided (the "Soros
Commitment"). As of June 30, 2000, Soros had provided the Company with an
aggregate of $9 million in debt financing pursuant to the Soros Commitment, in
the form of notes that bear interest at a rate of 8% per annum and are due in
January 2002 (the "Soros Notes"). The Soros Notes provide that amounts due
thereunder will convert into securities sold in the Company's next round of
equity financing in which it raises at least $10 million (the "Next Round of
Financing"). In connection with the Soros Commitment and Soros Notes, the
Company has granted Soros warrants (the "Soros Warrants") pursuant to which
Soros has the right to purchase up to 275,000 shares of Common Stock at an
exercise price equal to the value of a share of Common Stock as determined in
the Company's Next Round of Financing, exercisable at any time during the 5
years following issuance. The Soros Warrants have been valued at $347,000 using
the Black Scholes option model and, accordingly, the Company has recorded a
charge to additional paid in capital and related debt discount.

The Company has been advised by the Nasdaq Stock Market, Inc. ("Nasdaq") and the
Boston Stock Exchange, that it is not in compliance with their respective
continued listing requirements because of its failure to satisfy Nasdaq's
minimum net tangible assets requirement and the Boston Stock Exchange's minimum
shareholders' equity requirement. Nasdaq and the Boston Stock Exchange have
taken the position that, for purposes of continued listing requirements, the
Company's Series A Convertible Preferred Stock, par value $.01 per share (the
"Series A Preferred Stock"), should not be included among the tangible assets or
shareholders' equity of the Company because it is redeemable preferred stock.
The Company has responded by stating, that among other things, that it has
entered into a letter of intent with the principal holder of the Series A
Preferred Stock, pursuant to which the parties have mutually agreed to
negotiate, in good faith, within forty-five days of the date of such letter, an
amendment to the Series A Preferred Stock that enables the Company to reflect
the Series A Preferred Stock as shareholders' equity on its balance sheet. The
Company is currently in negotiations with respect to such amendment, although
there can be no assurances that such negotiations will result in an appropriate
amendment. Based upon the Company's net worth as of June 30, 2000, continued
compliance with Nasdaq's net tangible asset requirement and the Boston Stock
Exchange's minimum shareholders' equity requirement will also require, in
addition to the amendment of the Series A Preferred Stock, the conversion into
shareholders' equity of the Soros Notes or additional equity financing from a
third party. The Company is currently in discussions with respect to the
conversion of the Soros Notes into an equity instrument, but there can be no
assurance that such discussions will result in the conversion of the Soros Notes
into shareholders'

                                       11

<PAGE>

                                 BLUEFLY, INC.
                                 JUNE 30, 2000



equity. At the current market price of the Common Stock, conversion of the $9.0
million indebtedness into Common Stock would result in Soros owning greater than
50% of the outstanding Common Stock. Any such negotiated arrangement would
require shareholder approval under applicable Nasdaq rules.

As of June 30, 2000, the Company has marketing and advertising commitments of
approximately $900,000 through December 31, 2000. In addition, the Company
believes that in order to grow the business, the Company will need to make
additional marketing and advertising commitments in the future. However, the
Company's marketing budget is subject to a number of factors, including it's
results of operations as well as it's ability to raise additional capital.

In order to continue to expand its product offerings, the Company intends to
expand its relationships with suppliers of end-of-season and excess name brand
apparel and fashion accessories. The Company expects that its suppliers will
continue to include designers and retail stores that sell excess inventory as
well as third party end-of-season apparel aggregators. To achieve its goal of
offering a wide selection of top name brand designer clothing and fashion
accessories, the Company may acquire certain goods on consignment and may
explore leasing or partnering select departments with strategic partners and
distributors. Due to the Company's limited working capital, a number of its
suppliers have limited the Company's payment terms and, in some cases, have
required the Company to pay for merchandise in advance of delivery.

The Company expects to hire and train additional employees for the operations
and development of Bluefly.com. However, the Company's ability to hire such
employees is subject to a number of factors, including the Company's results of
operations as well as the Company's ability to raise additional capital.

The Company anticipates, based on current plans and assumptions relating to its
operations, that the proceeds from the Soros Note, and the remaining amount of
the Soros Commitment, together with existing resources and cash generated from
operations, should be sufficient to satisfy the Company's current cash
requirements through the end of 2000. However, the Company intends to seek
additional debt and/or equity financing during 2000 through a public offering,
private placement or otherwise in order to maximize the growth of its business.
There can be no assurance that any additional financing or other sources of
capital will be available to the Company upon acceptable terms, or at all. The
inability to obtain additional financing, when needed, would have a material
adverse effect on the Company's business, financial condition and results of
operations.

The Board of Directors has authorized a special committee, consisting of
independent members of the Board, to review and evaluate the Company's strategic
alternatives for maximizing shareholder value. Those alternatives include, but
are not limited to, raising additional equity, entering into a strategic
partnership or joint venture and/or a sale of the Company. The special committee
has engaged Credit Suisse First Boston as its financial advisor.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the Commission issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 summarizes
certain of the Commission's views in applying generally accepted accounting
principles to revenue recognition in financial statements. SAB 101 is not a rule
or interpretation of the Commission; however, it represents interpretations and
practices followed by the Division of Corporate Finance and Office of the Chief
Accountant in administering the disclosure requirements of the Federal
securities laws.

The Emerging Issues Task Force ("EITF") of the Financial Accounting Standards
Board has addressed the "Accounting Treatment for Shipping and Handling Revenue
and Costs" in Issue 00-10. During its meetings it has reached a final consensus
that amounts billed, if any, for shipping and handling should be included in
revenue. However the EITF did not reach a conclusion on the treatment of the
related costs of shipping and handling.

According to SAB 101B, the implementation date for Issue 00-10, is the fourth
quarter of a registrant's fiscal year beginning after December 15, 1999 and
requires companies to reclassify all prior periods to conform with the current
period presentation. The Company will apply the interpretations outlined in SAB
101, and EITF Issue 00-10, and believes that the application will not have a
significant impact on the Company's revenue recognition policies.


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report may include statements that constitute "forward-looking" statements,
usually containing the words "believe," "project," "expect," or similar
expressions. These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation








                                       12


<PAGE>

                                 BLUEFLY, INC.
                                 JUNE 30, 2000





Reform Act of 1995. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. The risks and uncertainties are detailed from time
to time in reports filed by the company with the Securities and Exchange
Commission, including Forms 8-A, 8-K, 10-QSB, and 10-KSB. These risks and
uncertainties include, but are not limited to, the following: the Company's
limited working capital, need for additional capital and potential inability to
raise such capital; the competitive nature of the business and the potential for
competitors with greater resources to enter such business; risks of litigation
for sale of unauthentic or damaged goods and litigation risks related to sales
in foreign countries; consumer acceptance of the Internet as a medium for
purchasing apparel; recent losses and anticipated future losses; the startup
nature of the Internet business; the capital intensive nature of such business
(taking into account the need for advertising to promote such business); the
dependence on third parties and certain relationships for certain services; the
successful hiring and retaining of personnel; the dependence on continued growth
of online commerce; rapid technological change; online commerce security risks;
governmental regulation and legal uncertainties; management of potential growth;
and unexpected changes in fashion trends.

PART II  - OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the Soros Commitment and the Soros Notes, the Company has
granted Soros warrants to purchase an aggregate of 275,000 shares of Common
Stock. The Soros Warrants will have an exercise price equal to the value of a
share of Common Stock as determined in the Company's Next Round of Financing,
and are exercisable for a period of five years from issuance. The issuance of
the Soros Warrants was deemed to be exempt from registration under the
Securities Act of 1933, as amended (the "Act") in reliance on Section 4(2) of
the Act as a transaction by an issuer not involving any public offering. Soros
represented their intentions to acquire the securities for investment only and
not with any distribution thereof and appropriate legends were fixed to the
Soros Warrants in connection therewith. The proceeds of the Soros Notes are
being used for working capital purposes.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following is a list of exhibits filed as part of this Report:

<TABLE>
<CAPTION>
     EXHIBIT NO.           DESCRIPTION
     -----------           -----------
<S>             <C>
         10.14  Lease by and between the Company and Adams & Co. Real Estate, Inc. dated May 4, 2000
         10.15  Note and Warrant Purchase Agreement, dated May 16, 2000, by and among the Company, Quantum
                Industrial Partners LDC and SFM Domestic Investments LLC
         10.16  Note and Warrant Purchase Agreement, dated June 28,
                2000, by and among the Company, Quantum Industrial
                Partners LDC and SFM Domestic Investments LLC
         10.17  Bluefly, Inc. 2000 Stock Option Plan
         10.18  Letter Agreement, dated as of June 22, 2000, by and
                between the Company and Soros Private Equity
                Partners, LLC
            27  Financial Data Schedule.

</TABLE>

(b)      Reports on Form 8-K.

The Company filed no reports on Form 8-K during the period covered by this
report.


                                       13

<PAGE>

                                 BLUEFLY, INC.
                                 JUNE 30, 2000





                                   SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                            BLUEFLY, INC.

                            By: /s/  E. Kenneth Seiff
                                ---------------------
                                E. Kenneth Seiff
                                President


                            By: /s/ Patrick C. Barry
                                ---------------------
                                Patrick C. Barry
                                Chief Financial Officer


August 14, 2000





                                       14




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STANDARD FORM OF LOFT LEASE
<TEXT>

<PAGE>
                           STANDARD FORM OF LOST LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.

AGREEMENT OF LEASE, made as of this 4th day of MAY 2000, between 42-52 West 39th
Street LLC party of the first part, hereinafter referred to as OWNER, and
BLUEFLY, INC., a New York corporation (I.D. #13-3612110) party of the second
part, hereinafter referred to as TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
ENTIRE TENTH (10th) FLOOR in the building known as 42-52 WEST 39TH STREET in the
Borough of MANHATTAN, City of New York, for the term of TEN (10) YEARS (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the 1ST day of JULY two thousand, and to end on the 30TH day of JUNE two
thousand and TEN and both dates inclusive, at annual rental rates of $192,500.
from JULY 1, 2000 to JUNE 30, 2003; $210,000. from JULY 1, 2003 to JUNE 30,
2007; and $227,500. from JULY 1, 2007 to JUNE 30, 2010, (each being the base
rent for the period involved) which Tenant agrees to pay in lawful money of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, in equal monthly installments in
advance on the first day of each month during said term, at the office of Owner
or such other place as Owner may designate, without any set off or deduction
whatsoever, except that Tenant shall pay the first monthly installment(s) on the
execution hereof (unless this lease be a renewal). In the event that, at the
commencement of the term of this lease, or thereafter, Tenant shall be in
default in the payment of rent to Owner pursuant to the terms of another lease
with Owner or with Owner's predecessor in interest, Owner may at Owner's option
and without notice to Tenant add the amount of such arrears to any monthly
installment of rent payable hereunder and the same shall be payable to Owner as
additional rent. The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

RENT:
         1. Tenant shall pay the rent as above and as hereinafter provided.

OCCUPANCY:
         2. Tenant shall use and occupy demised premises for general and
executive offices, and storage of apparel, accessories and home products
provided such use is in accordance with the certificate of occupancy for the
building, if any, and for no other purpose.

ALTERATIONS:
         3. Tenant shall make no structural changes in or to the demised
premises of any nature without Owner's prior written consent. Subject to the
prior written consent of Owner, and to the provisions of this article, Tenant,
at Tenant's expense, may make alterations, installations, additions or
improvements which are nonstructural and which do not affect utility services or
plumbing and electrical lines, in or to the interior of the demised premises
using contractors or mechanics first approved in each instance by Owner. Tenant
shall, at its expense, before making any alterations, additions, installations
or improvements obtain all permits, approval and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner. Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have been done
for, or materials furnished to, Tenant, whether or not done pursuant to this
article, the same shall be discharged by Tenant within thirty days thereafter,
at Tenant's expense, by payment or filing the bond required by law or otherwise.
All fixtures and all paneling, partitions, railings and like installations in
the premises at any time, either by Tenant or by Owner on Tenant's behalf,
shall, upon installation, become the property of Owner and shall remain upon and
be surrendered with the demised premises unless Owner, by notice to Tenant no
later than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the demised premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's removal
of trade fixtures, moveable office furniture and equipment, but upon removal of
any such from the premises or upon removal of other installations as may be
required by Owner, Tenant shall immediately and at its expense, repair and
restore the premises to the condition existing prior to installation and repair
any damage to the demised premises or the building due to such removal. All
property permitted or required to be removed by Tenant at the end of the term
remaining in the premises after Tenant's removal shall be deemed abandoned and
may, at the election of Owner, either be retained as Owner's property or removed
from the premises by Owner, at Tenant's expense.

REPAIRS:
         4. Owner shall maintain and repair the exterior of and the public
portions of the building including structure and infrastructure. Tenant shall,
throughout the term of this lease, take good care of the demised premises
including the bathrooms and lavatory facilities (if the demised premises
encompass the entire floor of the building) and the windows and window frames
and, the fixtures and appurtenances therein and at Tenant's sole cost and
expense promptly make all repairs thereto and to the building, whether
structural or non-structural in nature, caused by or resulting from the
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
servants, employees, invitees, or licensees, and whether or not arising from
such Tenant conduct or omission, when required by other provisions of this
lease, including Article 6. Tenant shall also repair all damage to the building
and the demised premises caused by the moving of Tenant's fixtures, furniture or
equipment. All the aforesaid repairs shall be of quality or class equal to the
original work or construction. If Tenant fails, after ten days notice, to
proceed with due diligence to make repairs required to be made by Tenant, the
same may be made by the Owner at the expense of Tenant, and the expenses thereof
incurred by Owner shall be collectible, as additional rent, after rendition of a
bill or statement therefor. If the demised premises be or become infested with
vermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant
shall give Owner prompt notice of any defective condition in any plumbing,
heating system or electrical lines located in the demised premises and following
such notice, Owner shall remedy the condition with due diligence, but at the
expense of Tenant, if repairs are necessitated by damage or injury attributable
to Tenant, Tenant's servants, agents, employees, invitees or licensees as
aforesaid. Except as specifically provided in Article 9 or elsewhere in this
lease, there shall be no allowance to the Tenant for a diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner, Tenant or others making or
failing to make any repairs, alterations, additions or improvements in or to any
portion of the building or the demised premises or in and to the fixtures,
appurtenances or equipment thereof. It is specifically agreed that Tenant shall
not be entitled to any set off or reduction of rent by reason of any failure of
Owner to comply with the covenants of this or any other article of this lease.
Tenant agrees that Tenant's sole remedy at law in such instance will be by way
of any action for damages for breach of contract. The provisions of this Article
4 with respect to the making of repairs shall not apply in the case of fire or
other casualty with regard to which Article 9 hereof shall apply.

WINDOW CLEANING:
         5. Tenant will not clean nor require, permit, suffer or allow any
window in the demised premises to be cleaned from the outside in violation of
Section 202 of the New York State Labor Law or any other applicable law or of
the Rules of the Board of Standards and Appeals, or of any other Board or body
having or asserting jurisdiction.

REQUIREMENTS OF LAW, FIRE INSURANCE:
         6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter Tenant shall, at Tenant's sole cost and
expense, promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer pursuant to law,
and all orders, rules and regulations of the New York Board of Fire
Underwriters, or the Insurance Services Office, or any similar body which shall
impose any violation, order or duty upon Owner or Tenant with respect to the
demised premises, arising out of Tenant's use or manner of use thereof, or, with
respect to the building, if arising out of Tenant's use or manner of use of the
demised premises of the building (including the use permitted under the lease).
Except as provided in Article 30 hereof, nothing herein shall require Tenant to
make structural repairs or alterations unless Tenant has, by its manner of use
of the demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant shall not do or

See Addendum

                                   Page 1 of 6
<PAGE>




permit any act or thing to be done in or to the demised premises which is
contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for
the benefit of Owner. Tenant shall not keep anything in the demised premises
except as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization and other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy. If by reason of failure to comply with the foregoing the
fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of such
failure by Tenant. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" or rate for the building or demised premises
issued by a body making fire insurance rates applicable to said premises shall
be conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rates then applicable to said premises. Tenant
shall not place a load upon any floor of the demised premises exceeding the
floor load per square foot area which it was designed to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment. Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

SUBORDINATION:
         7. This lease is subject and subordinate to all ground or underlying
leases and to all mortgages which may now or hereafter affect such leases or the
real property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument or subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute promptly any certificate of good standing
that Owner may request.

SEE ADDENDUM

TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE, INDEMNITY:
         8. Owner or its agents shall not be liable for any damage to property
of Tenant or of others entrusted to employees of the building, nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees; Owner or its agents shall not be liable for any damage caused by
other tenants or persons in, upon or about said building or caused by operations
in connection of any private, public or quasi public work. If at any time any
windows of the demised premises are temporarily closed, darkened or bricked up
(or permanently closed, darkened or bricked up, if required by law) for any
reason whatsoever including, but not limited to Owner's own acts, Owner shall
not be liable for any damage Tenant may sustain thereby and Tenant shall not be
entitled to any compensation therefor nor abatement or diminution of rent nor
shall the same release Tenant from its obligations hereunder nor constitute an
eviction. Tenant shall indemnify and save harmless Owner against and from all
liabilities, obligations, damages, penalties, claims, costs and expenses for
which Owner shall not be reimbursed by insurance, including reasonable
attorney's fees, paid, suffered or incurred as a result of any breach by Tenant,
Tenant's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this lease, or the carelessness, negligence or improper conduct
of the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
sub-tenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. In case any action or proceeding is brought against Owner by reason
of any such claim, Tenant, upon written notice from Owner, will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by Owner
in writing, such approval not to be unreasonably withheld.

DESTRUCTION FIRE AND OTHER CASUALTY:
         9. (a) If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to Owner and
this lease shall continue in full force and effect except as hereinafter set
forth. (b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Owner and the rent and other items of additional rent, until
such repair shall be substantially completed, shall be apportioned from the day
following the casualty according to the part of the premises which is usable.
(c) If the demised premises are totally damaged or rendered wholly unusable by
fire or other casualty, then the rent and other items of additional rent as
hereinafter expressly provided shall be proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and restored by Owner (or sooner reoccupied in part by Tenant
then rent shall be apportioned as provided in subsection (b) above), subject to
Owner's right to elect not to restore the same as hereinafter provided. (d) If
the demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease, which date shall not be more than 60 days
after the giving of such notice, and upon the date specified in such notice the
term of this lease shall expire as fully and completely as if such date were the
date set forth above for the termination of this lease and Tenant shall
forthwith quit, surrender and vacate the premises without prejudice however, to
Owner's rights and remedies against Tenant under the lease provisions in effect
prior to such termination, and any rent owing shall be paid up to such date and
any payments of rent made by Tenant which were on account of any period
subsequent to such date shall be returned to Tenant. Unless Owner shall serve a
termination notice as provided for herein, Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, including Owner's
obligation to restore under subparagraph (b) above, each party shall look first
to any insurance in its favor before making any claim against the other party
for recovery for loss or damage resulting from fire or other casualty, and to
the extent that such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby releases and waives all right of
recovery with respect to subparagraphs (b), (d) and (e) above, against the other
or any one claiming through or under each of them by way of subrogation or
otherwise. The release and waiver herein referred to shall be deemed to include
any loss or damage to the demised premises and/or to any personal property,
equipment, trade fixtures, goods and merchandise located therein. The foregoing
release and waiver shall be in force only if both releasors' insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance. If, and to the extent, that such waiver can be obtained only by
the payment of additional premiums, then the party benefitting from the waiver
shall pay such premium within ten days after written demand or shall be deemed
to have agreed that the party obtaining insurance coverage shall be free of any
further obligation under the provisions hereof with respect to waiver of
subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture and or furnishings or any fixtures or equipment, improvements, or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage thereto or replace the same. (f) Tenant hereby waives the
provisions of Section 227 of the Real Property Law and agrees that the
provisions of this article shall govern and control in lieu thereof.

EMINENT DOMAIN:
         10. If the whole or any part of the demised premises shall be acquired
or condemned by Eminent Domain for any public or quasi public use or purpose,
then and in that event, the term of this lease shall cease and terminate from
the date of title vesting in such proceeding and Tenant shall have no claim for
the value of any unexpired term of said lease. Tenant shall have the right to
make an independent claim to the condemning authority for the value of Tenant's
moving expenses and personal property, trade fixtures and equipment, provided
Tenant is entitled pursuant to the terms of the lease to remove such property,
trade fixtures and equipment at the end of the term and provided further such
claim does not reduce Owner's award.

ASSIGNMENT, MORTGAGE, ETC.:
         11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Owner in each instance.
Transfer of the majority of the stock of a corporate Tenant or the majority
partnership interest of a partnership Tenant shall be deemed an assignment. If
this lease be assigned, or if the demised premises or any part thereof be
underlet or occupied by anybody other than Tenant, Owner may, after default by
Tenant, collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. The consent by Owner to an assignment or
underletting shall not in any way be construed to relieve Tenant from obtaining
the express consent in writing of Owner to any further assignment or
underletting.

ELECTRIC CURRENT:
         12. Rates and conditions in respect to submetering or rent inclusion,
as the case may be, to be added in RIDER attached hereto. Tenant covenants and
agrees that at all times its use of electric current shall not exceed the
capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no way make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

ACCESS TO PREMISES:
         13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to any portion of the building or which Owner may elect to perform in
the premises after Tenant's failure to make repairs or perform any work which
Tenant is obligated to perform under this lease, or for the purpose of complying
with laws, regulations and other directions of governmental authorities. Tenant
shall permit Owner to use and maintain and replace pipes and conduits in and
through the demised premises and to erect new pipes and conduits therein
provided, wherever possible, they are within walls or otherwise concealed. Owner
may, during the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof Owner shall have the right to
enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term for the purpose of showing the same to prospective
tenants and may, during said six months period, place upon

-------------------------------
RIDER TO BE ADDED IF NECESSARY.


                                   Page 2 of 6
<PAGE>
the demised premises the usual notices "To Let" and "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant is not
present to open and permit an entry into the demised premises, Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly and provided reasonable care is exercised to safeguard
Tenant's property, such entry shall not render Owner or its agents liable
therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property therefrom. Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligation hereunder.

SEE ADDENDUM

VAULT, VAULT SPACE, AREA:
         14. No Vaults, vault space or area, whether or not enclosed or covered,
not within the property line of the building is leased hereunder anything
contained in or indicated on any sketch, blue print or plan, or anything
contained elsewhere in this lease to the contrary notwithstanding. Owner makes
no representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Owner shall not be subject to
any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant, if used by Tenant,
whether or not specifically leased hereunder.

OCCUPANCY:

         15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part. Tenant has inspected the premises and accepts them
as is, subject to the riders annexed hereto with respect to Owner's work, if
any. In any event, Owner makes no representation as to the condition of the
premises and Tenant agrees to accept the same subject to violations, whether or
not of record. If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business, Tenant shall be responsible for
and shall procure and maintain such license or permit.

                                                                 SEE ARTICLE #66

BANKRUPTCY:

         16.(a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Owner by sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of the following events: (1) the commencement of a case in bankruptcy or under
the laws of any state naming Tenant as the debtor, or (2) the making by Tenant
of an assignment or any other arrangement for the benefit of creditors under any
state statute. Provided rent is paid timely, Tenant shall have sixty (60) days
to vacate an involuntary proceeding. Neither Tenant nor any person claiming
through or under Tenant, or by reason of any statute or order of court, shall
thereafter be entitled to possession of the premises demised but shall forthwith
quit and surrender the premises. If this lease shall be assigned in accordance
with its terms, the provisions of this Article 16 shall be applicable only to
the party then owning Tenant's interest in this lease.
         (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rental reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

DEFAULT:
         17.(1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the demised premises becomes vacant or deserted "or if this lease be rejected
under section 235 of Title 11 of the U.S. Code (bankruptcy code);" or if any
execution or attachment shall be issued against Tenant or any of Tenant's
property whereupon the demised premises shall be taken or occupied by someone
other than Tenant; or if Tenant shall make default with respect to any other
lease between Owner and Tenant; or if Tenant shall have failed, after five (5)
days written notice, to redeposit with Owner any portion of the security
deposited hereunder which Owner has applied to the payment of any rent and
additional rent due and payable hereunder or failed to move into or take
possession of the premises within thirty (30) days after the commencement of the
term of this lease, of which fact Owner shall be the sole judge; then in any one
or more of such events, upon Owner serving a written fifteen (15) days notice
upon Tenant specifying the nature of said default and upon the expiration of
said fifteen (15) days, if Tenant shall have failed to comply with or remedy
such default, or if the said default or omission complained of shall be of a
nature that the same cannot be completely cured or remedied within said fifteen
(15) day period, and if Tenant shall not have diligently commenced during such
default within such fifteen (15) day period, and shall not thereafter with
reasonable diligence and in good faith, proceed to remedy or cure such default,
then Owner may serve a written five (5) days' notice of cancellation of this
lease upon Tenant, and upon the expiration of said five (5) days this lease and
the term thereunder shall end and expire as fully and completely as if the
expiration of such five (5) day period were the day herein definitely fixed for
the end and expiration of this lease and the term thereof and Tenant shall then
quit and surrender the demised premises to Owner but Tenant shall remain liable
as hereinafter provided.

         (2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease, Owner may cancel and terminate such
renewal or extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:
         18. In case of any such default, re-entry, expiration and/or dispossess
by summary proceedings or otherwise, (a) the rent, and additional rent, shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration, (b) Owner may re-let the premises or any part or parts
thereof, either in the name of Owner or otherwise, for a term or terms, which
may at Owner's option be less than or exceed the period which would otherwise
have constituted the balance of the term of this lease and may grant concessions
or free rent or charge a higher rental than that in this lease, (c) Tenant or
the legal representatives of Tenant shall also pay Owner as liquidated damages
for the failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and or covenanted to
be paid and the net amount, if any, of the rents collected on account of the
subsequent lease or leases of the demised premises for each month of the period
which would otherwise have constituted the balance of the term of this lease.
The failure of Owner to re-let the premises or any part or parts thereof shall
not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
reasonable attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the rent
day specified in this lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and/or decorations in the demised premises as Owner, in Owner's sole judgment,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws.

FEES AND EXPENSES:
         19. If Tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under or by virtue
of any of the terms or provisions in any article of this lease, after notice if
required and upon expiration of any applicable grace period if any, (except in
an emergency), then, unless otherwise provided elsewhere in this lease, Owner
may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder. If Owner, in connection with the foregoing or
in connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any action or proceedings, and prevails in any such
action or proceeding, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's default shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Owner within ten (10) days of rendition of any bill
or statement to Tenant therefor. If Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner as damages.

BUILDING ALTERATIONS AND MANAGEMENT:
         20. Owner shall have the right at any time without the same
constituting an eviction and without incurring liability to Tenant therefor to
change the arrangement and or location of public entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets or other public parts of the
building and to change the name, number or designation by which the building may
be known. There shall be no allowance to Tenant for diminution of rental value
and no liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising from Owner or other Tenant making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.


                                   Page 3 of 6

<PAGE>
NO REPRESENTATIONS BY OWNER:
         21. Neither Owner nor Owner's agents have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the demised
premises or the building except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building and the demised premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" on the date possession is tendered
and acknowledges that the taking of possession of the demised premises by
Tenant shall be conclusive evidence that the said premises and the building of
which the same form a part were in good and satisfactory condition at the time
such possession was so taken, except as to latent defects. All understandings
and agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.

END OF TERM:
         22. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean, in
good order and condition, ordinary wear and damages which Tenant is not required
to repair as provided elsewhere in this lease excepted, and Tenant shall remove
all its property from the demised premises. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of this
lease. If the last day of the term of this Lease or any renewal thereof, falls
on Sunday, this lease shall expire at noon on the preceding Saturday unless it
be a legal holiday in which case it shall expire at noon on the preceding
business day.

QUIET ENJOYMENT:
         23. Owner covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing and performing all the terms, covenants
and conditions, on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject, nevertheless,
to the terms and conditions of this lease including, but not limited to, Article
34 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.


FAILURE TO GIVE POSSESSION:
         24. If Owner is unable to give possession of the demised premises on
the date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or if Owner has not completed any work required to be performed by
Owner, or for any other reason, Owner shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall not
be impaired under such circumstances, nor shall the same be construed in any way
to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession or complete any work required) until after Owner shall have given
Tenant notice that Owner is able to deliver possession in the condition required
by this lease. If permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the demised premises prior
to the date specified as the commencement of the term of this lease, Tenant
covenants and agrees that such possession and/or occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this lease, except
the obligation to pay the fixed annual rent set forth in page one of this lease.
The provisions of this article are intended to constitute "an express provision
to the contrary" within the meaning of Section 223-a of the New York Real
Property Law.

NO WAIVER:
         25. The failure of Owner to seek redress for violation of, or to insist
upon the strict performance of any covenant or condition of this lease or of any
of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation. The receipt by
Owner of rent with knowledge of the breach of any covenant of this lease shall
not be deemed a waiver of such breach and no provision of this lease shall be
deemed to have been waived by Owner unless such waiver be in writing signed by
Owner. No payment by Tenant or receipt by Owner of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. All checks tendered to Owner as and for the
rent of the demised premises shall be deemed payments for the account of Tenant.
Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to
operate as an attornment to Owner by the payor of such rent or as a consent by
Owner to an assignment or subletting by Tenant of the demised premises to such
payor, or as a modification of the provisions of this lease. No act or thing
done by Owner or Owner's agents during the term hereby demised shall be deemed
an acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the keys of said premises prior
to the termination of the lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the lease or a surrender of the
premises.



WAIVER OF TRIAL BY JURY:
         26. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any proceeding or action for
possession including a summary proceeding for possession of the premises, Tenant
will not interpose any counterclaim of whatever nature or description in any
such proceeding including a counterclaim under Article 4 except for statutory
mandatory counterclaims.

INABILITY TO PERFORM:
         27. This Lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant
to be performed shall in no way be affected, impaired or excused because Owner
is unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other materials if Owner is prevented or delayed from doing so by
reason of strike or labor troubles or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions or
by reason of any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

BILLS AND NOTICES:
         28. Except as otherwise in this lease provided, a bill statement,
notice or communication which Owner may desire or be required to give to Tenant,
shall be deemed sufficiently given or rendered if, in writing, delivered to
Tenant personally or sent by registered or certified mail addressed to Tenant at
the building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to Tenant, and the time of the rendition of such bill or
statement and of the giving of such notice or communication shall be deemed to
be the time when the same is delivered to Tenant, mailed, or left at the
premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

WATER CHARGES:
         29. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory purposes (of which fact Tenant constitutes Owner
to be the sole judge) Owner may install a water meter and thereby measure
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the meter and the cost of the installation, thereof and throughout the
duration of Tenant's occupancy. Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense in
default of which Owner may cause such meter and equipment to be replaced or
repaired and collect the cost thereof from Tenant, as additional rent. Tenant
agrees to pay for water consumed, as shown on said meter as and when bills are
rendered, and on default in making such payment Owner may pay such charges and
collect the same from Tenant, as additional rent. Tenant covenants and agrees to
pay, as additional rent, the sewer rent, charge or any other tax, rent, levy or
charge which now or hereafter is assessed, imposed or a lien upon the demised
premises or the realty of which they are part pursuant to law, order or
regulation made or issued in connection with the use, consumption, maintenance
or supply of water, water system or sewage or sewage connection or system. If
the building or the demised premises or any part thereof is supplied with water
through a meter through which water is also supplied to other premises Tenant
shall pay to Owner, as additional rent, on the first day of each month, %
($-NONE-  ) of the total meter charges as Tenant's portion. Independently of and
in addition to any of the remedies reserved to Owner hereinabove or elsewhere in
this lease, Owner may sue for and collect any monies to be paid by Tenant or
paid by Owner for any of the reasons or purposes hereinabove set forth.

SPRINKLERS:
         30. Anything elsewhere in this lease to the contrary notwithstanding,
if the New York Board of Fire Underwriters or the New York Fire Insurance
Exchange or any bureau, department or official of the federal, state or city
government recommend or require the installation of a sprinkler system or that
any changes, modifications, alterations, or additional sprinkler heads or other
equipment be made or supplied in an existing sprinkler system by reason of
Tenant's business, or the location of partitions, trade fixtures, or other
contents of the demised premises, or for any other reason, or if any such
sprinkler system installations, modifications, alterations, additional sprinkler
heads or other such equipment, become necessary to prevent the imposition of a
penalty or charge against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire insurance company, Tenant
shall, at Tenant's expense, promptly make such sprinkler system installations,
changes, modifications, alterations, and supply additional sprinkler heads or
other equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent the sum
of $85.00, on the first day of each month during the term of this lease, as
Tenant's portion of the contract price for sprinkler supervisory service.



<PAGE>
ELEVATORS, HEAT, CLEANING:
         31. As long as Tenant is not in default under any the covenants of this
lease beyond the applicable grace period provided in this lease for the curing
of such defaults, Owner shall: (a) provide necessary passenger elevator
facilities on business days from 7 a.m. to 10 p.m. and on Saturdays from 8 a.m.
to 6 p.m. (b) if freight elevator service is provided, same shall be provided
only on regular business days Monday through Friday inclusive, and on those days
only between the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.;
(c) furnish heat, water and other services supplied by Owner to the demised
premises, when and as required by law, on business days from 7 a.m. to 10 p.m.
and on Saturdays from 8



                                   Page 4 of 6
<PAGE>

a.m. to 6 p.m.; (d) clean the public halls and public portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense, keep
the demised premises, including the windows, clean and in order, to the
reasonable satisfaction of Owner, and for that purpose shall employ the person
or persons, or corporation approved by Owner. Tenant shall pay to Owner the
cost of removal of any of Tenant's refuse and rubbish from the building. Bills
for the same shall be rendered by Owner to Tenant at such time as Owner may
elect and shall be due and payable hereunder, and the amount of such bills shall
be deemed to be, and be paid as, additional rent. Tenant shall, however, have
the option of independently contracting for the removal of such rubbish and
refuse in the event that Tenant does not wish to have same done by employees of
Owner. Under such circumstances, however, the removal of such refuse and
rubbish by others shall be subject to such rules and regulations as, in the
judgment of Owner, are necessary for the proper operation of the building. Owner
reserves the right to stop service of the heating, elevator, plumbing and
electric systems, when necessary, by reason of accident, or emergency, or for
repairs, alterations, replacements or improvements, in the judgment of Owner
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements shall have been completed. If the building of which the demised
premises are a part supplies manually operated elevator service, Owner may
proceed diligently with alterations necessary to substitute automatic control
elevator service without in any way affecting the obligations of Tenant
hereunder.

SECURITY:

         32. Tenant has deposited with Owner the sum of 115,000.00 as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the
extent required for the payment of any rent and additional rent or any other sum
as to which Tenant is in default or for any sum which Owner may expend or may
be required to expend by reason of Tenant's default in respect of any of the
terms, covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the reletting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security, and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

CAPTIONS:
         33. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.

DEFINITIONS:
         34. The term "Owner" as used in this lease means only the owner of the
fee or of the leasehold of the building, or the mortgagee in possession, for the
time being of the land and building (or the owner of a lease of the building or
of the land and building) of which the demised premises form a part, so that in
the event of any sale or sales of said land and building or of said lease, or in
the event of a lease of said building, or of the land and building, the said
Owner shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner hereunder. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term "rent"
includes the annual rental rate whether so expressed or expressed in monthly
installments, and "additional rent." "Additional rent" means all sums which
shall be due to Owner from Tenant under this lease, in addition to the annual
rental rate. The term "business days" as used in this lease, shall exclude
Saturdays, Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service. Wherever it is expressly
provided in this lease that consent shall not be unreasonably withheld, such
consent shall not be unreasonably delayed.

ADJACENT EXCAVATION-SHORING:
         35. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity against Owner, or diminution or abatement of
rent.

RULES AND REGULATIONS:
         36. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations annexed hereto and such other and further reasonable Rules and
Regulations as Owner or Owner's agents may from time to time adopt. Notice of
any additional rules or regulations shall be given in such manner as Owner may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Owner within fifteen (15) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

GLASS:
         37. Owner shall replace, at the expense of the Tenant, any and all
plate and other glass damaged or broken from any cause whatsoever in and about
the demised premises.

SEE ADDENDUM

ESTOPPEL CERTIFICATE:
         38. Tenant, at any time, and from time to time, upon at least 10 days'
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified in full force and effect (or, if there
have been modifications, that the same is in full force and effect as modified
and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

DIRECTORY BOARD LISTING:
         39. If, at the request of and as accommodation to Tenant, Owner shall
place upon the directory board in the lobby of the building, one or more names
of persons other than Tenant, such directory board listing shall not be
construed as the consent by Owner to an assignment or subletting by Tenant to
such person or persons.

SUCCESSORS AND ASSIGNS:
         40. The covenants, conditions and agreements contained in this lease
shall bind and inure to the benefit of Owner and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as
otherwise provided in this lease, their assigns. Tenant shall look only to
Owner's estate and interest in the land and building and any rental income for
the satisfaction of Tenant's remedies for the collection of a judgement (or
other judicial process) against Owner in the event of any default by Owner
hereunder, and no other property or assets of such Owner (or any partner,
member, officer or director thereof, disclosed or undisclosed), shall be subject
to levy, execution or other enforcement procedure for the satisfaction of
Tenant's remedies under or with respect to this lease, the relationship of Owner
and Tenant hereunder, or Tenant's use and occupancy of the demised premises.

---------------------------------
SPACE TO BE FILLED IN OR DELETED.

IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                                                       [CORP.
                                     -----------------------------------  SEAL]
                                      42-52 WEST 39 STREET LLC

                                      /s/ Martin Roaman
----------------------------------   -----------------------------------  [L.S]
                                      BY: Adams & Co. R.E. LLC, Agent

Witness for Tenant                                                       [CORP.
                                     -----------------------------------  SEAL]
                                      BLUEFLY, INC.

                                      /s/ E. Kenneth Seiff
----------------------------------   -----------------------------------  [L.S]
                                      BY:
                                                             6/22/00

                                   Page 5 of 6

<PAGE>


RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

                                   ELECTRICITY

(a) Tenant may make its own arrangements with the public utility company
servicing the demised premises for the payment of all charges for electricity
consumed at the demised premises by Tenant. In no event shall Landlord be
responsible for charges for electricity consumed at the demised premises by
Tenant. Notwithstanding the foregoing, if electric current be supplied by
Landlord, which Landlord reserves the right to do at its sole option, Tenant
covenants and agrees to purchase the same from Landlord or Landlord's designated
agent at terms and rates set by Landlord in subparagraph (b) below. Where more
than one meter measures the service of Tenant in the building, the service
rendered through each meter may be computed and billed separately in accordance
with the rates herein. Bills therefor shall be rendered at such times as
Landlord may elect in the amount computed from a meter. In the event that such
bills are not paid within fifteen (15) days after the same are rendered,
Landlord may, without further notice, discontinue the service of electric
current to the demised premises without releasing Tenant from any liability
under this lease and without Landlord or Landlord's agent incurring any
liability for any damage or loss sustained by Tenant by such discontinuance of
service. Landlord shall not in any wise be liable or responsible for any loss or
damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service is changed or is no longer available or suitable
for Tenant's electrical requirements. Any riser or risers to supply Tenant's
electrical requirements, upon written request of Tenant, will be installed by
Landlord, at the sole cost and expense of Tenant, if, in Landlord's sole
judgment, the same are necessary and will not cause permanent damage or injury
to the building or demised premises or cause or create a dangerous or hazardous
condition or entail excessive or unreasonable alterations, repairs or expense or
interfere with or disturb other tenants or occupants of the building. In
addition to the installation of such riser or risers, Landlord will also at the
sole cost and expense of Tenant, install all other equipment proper and
necessary in connection therewith subject to the aforesaid terms and conditions.
Tenant covenants and agrees that at all times its use of electric current shall
never exceed the capacity of existing feeders to the building or the risers or
wiring installations. Landlord may discontinue any of the aforesaid services
upon thirty (30) days notice to Tenant without being liable to Tenant therefor
or without in any way affecting this lease or the liability of Tenant hereunder
or causing a diminution of rent and the same shall not be deemed to be lessening
or diminution of services within the meaning of any law, rule or regulation now
or hereafter enacted, promulgated or issued. In the event Landlord gives such
notice of discontinuance Landlord shall permit Tenant to receive such service
direct from a public utility company. Tenant shall make no alteration or
addition to the electric equipment and/or appliances without prior written
consent of Landlord in each instance. If any tax is imposed upon Landlord's
receipt from the sale or resale of electrical energy or gas or telephone service
to Tenant by any Federal, State or Municipal Authority, Tenant covenants and
agrees that, where permitted by law, Tenant's pro-rata share of such taxes shall
be passed on to, and included in the bill and paid by Tenant to Landlord.

(b) The Tenant shall purchase electricity from the Landlord or Landlord's Agent
at a charge which shall be computed by adding 10$ to the total of (1) the meter
readings for energy use, the demand, and fuel adjustments under Consolidated
Edison Service Classification 4 or like or similar rate by any other utility
company servicing the building, and (2) all taxes imposed on each of such
components plus sales tax. All charges incurred by the Tenant under this Article
shall be additional rent and collectible by the Landlord as such.


<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

If there is a conflict between the provisions of the Standard Form Lease and the
printed riders, the provisions of the riders shall prevail:

41. It is specifically understood and -agreed that this lease is offered to the
Tenant for signature by the Managing Agent of the building solely in its
capacity as such Agent and subject to the Landlord's acceptance and approval,
and that the Tenant has hereunto affixed its signature with the understanding
that the said lease shall not in any way bind the Landlord or ITS AGENT UNTIL
such time as the Landlord has approved said lease and same is executed and
delivered to the Tenant.

42. The Tenant will indemnify and save harmless the Landlord from and against
any and all liability, penalties, losses, damages,' expenses, suits and
judgments arising from injury during the term of this lease to person or
property of any nature, in the building of which the demised premises form a
part from any matter or thing growing out of the use or occupation of the
demised premises and the Tenant agrees throughout the term of this lease to keep
the Landlord insured against General Public Liability in limits of $1,000,000.
per person, $3,000,000. per incident and against Property Damage in the amount
of $500,000. Such policies of insurance or certificates thereof shall be
obtained by the Tenant and delivered to the Landlord showing the payment of the
premium thereon. On the failure of the Tenant to obtain and pay for such
insurance, the Landlord may, but shall not be obligated to, procure the same and
pay the premiums thereon, and the cost thereof shall be added to the monthly
rent next due and shall be collectible as additional rent.

43. Prior to installing new or additional air conditioning unit or units in the
premises, the Tenant shall first obtain the written consent of the Landlord or
its Managing Agent. Tenant shall pay for all electrical current consumed in the
operation thereof. In the event such unit or units utilize circulating water, it
shall be equipped with an approved water conserving device and in connection
therewith, Tenant shall install and maintain in good working order, at its own
cost and expense, a water meter which shall meter all make-up water used in such
air conditioning equipment and shall pay for such water as per meter reading and
in addition thereto, sewerage or any other charge, tax or levy which now or
hereafter is imposed by the City of New York in connection with said use of
water. Any charge for electricity or water consumed as herein provided, shall be
deemed to be additional rent and payable as such.

44. If the Landlord or any successor in interest be an individual, joint
venture, tenancy in common, co-partnership, unincorporated association, or other
unincorporated aggregate of individuals (all of which are referred to below,
individually and collectively, as an "unincorporated Landlord"), then, anything
elsewhere to the contrary notwithstanding, Tenant shall look solely to the
estate and property of such unincorporated Landlord in the land and building of
which the leased premises are a part, for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) requiring the
payment of money by Landlord in the event of any default or breach by Landlord
with respect to any of the terms, covenants and conditions of the lease to be
observed and/or performed by Landlord, and no other property or assets of such
unincorporated Landlord shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies.

45. The provisions of Article #19 of this lease shall apply to any action or
special proceeding the Landlord may institute should the Tenant fail to vacate
the premises at the expiration of the term of this lease.



<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

46. (a) For the purpose of this Article, the term "lease year" shall mean the
period of twelve (12) months commencing with the term commencement date and
ending on the following JUNE 30TH and each successive period of twelve (12)
months thereafter during the term. The term "base year" as applied to real
estate taxes, shall mean the City tax year July 1, 2000 to June 30, 2001.

         (b) In the event that the real estate taxes payable with respect to the
building and the land on which it is located, during any lease year shall be
greater than the amount of such taxes due and payable during the base year,
whether by reason of an increase in either the tax rate or the assessed
valuation or by reason of the levy, assessment or imposition of any tax on real
estate as such, not now levied, assessed or imposed, or for any other reason,
Tenant shall pay to Landlord, as additional rent for the lease year in which
such increase occurs, an amount equal to 6% of the difference between the amount
of such tax or installment and the corresponding tax or installment paid during
the base year. Such additional rent shall be paid in twelve (12) equal monthly
installments beginning on the first day of the month next succeeding receipt by
the Tenant of a bill therefor. The amount of such taxes actually paid by
Landlord during the base year shall determine the amount of additional rent
payable under this paragraph (b) until, as the result of a final determination
in legal proceedings or otherwise, the amount of such taxes shall be reduced. In
the event of such final determination, the reduced amount of such taxes shall
thereafter be the base tax upon which shall be determined the amount of
additional rent payable by Tenant pursuant to this paragraph (b), the additional
rent theretofore payable hereunder shall be recomputed on the basis of such
reduction, unless the taxes for any subsequent year exceeds the original tax
prior to reduction, in which event the base tax shall be the original tax and
Tenant shall pay to the Landlord such additional rent in twelve (12) equal
monthly installments after being billed therefor, any deficiency between the
amount of such additional rent as theretofore computed and the amount thereof
due as the result of such recomputation. THE BILL FOR ADDITIONAL RENT UNDER THIS
PARAGRAPH (B) SHALL BE ACCOMPANIED BY COPIES OF THE TAX BILLS REFERRED TO
HEREIN. If Landlord shall be the lessee under an underlying lease, the term
"real estate taxes" as used in this paragraph (b) shall be deemed to mean and
include the amounts payable as additional rental under said underlying lease
based on the taxes payable with respect to said building and land.

         (c) If the amount of additional rent payable by Tenant pursuant to the
foregoing paragraph (b) shall be affected by any application filed by or on
behalf of Landlord for a reduction in the assessed valuation of the said
building and land or by any proceedings instituted by or on behalf of Landlord
in a court of competent jurisdiction for judicial review of said assessed
valuation, and if, after Tenant shall have made a payment of additional rent
under said paragraph (b) Landlord shall receive a refund of any portion of the
real estate taxes on which such payment shall have been based as the result of
any such application or proceeding, Landlord shall pay to Tenant 6% of the
refund less any amount owing by Tenant for expenses in connection therewith as
provided in the preceding sentence. Nothing in this paragraph (c) contained
shall be deemed or construed to require Landlord to pay to Tenant any portion of
a refund of taxes paid by Landlord during the base year.



<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

47. Commencing July 1, 2001, the annual rental then payable shall be increased
by an amount equal to three (3$) per cent of such annual rental amount then
payable. Thereafter, on each anniversary of the lease through the expiration,
the annual rental then payable, on the appropriate anniversary date, shall be
increased by an amount preceding the anniversary date in question. It being the
intention of the parties that the annual rental set forth herein shall be
cumulatively increased by a compounded three (3%) per cent per annum.

48. If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this lease, such
holding over shall not be deemed to extend the term or renew the lease, but such
holding over thereafter shall continue upon the covenants and conditions herein
set forth except that the charge for use and occupancy of such holding over for
each calendar month or part thereof (even if such part shall be a small fraction
of a calendar month) shall be the sum of:

         (a)      1/12 of the highest base annual rental rate set forth on page
                  one of this lease times 1.5, plus

         (b)      1/12 of all other items of annual additional rental, which
                  annual additional rental would have been payable pursuant to
                  this lease had this lease not expired, plus

         (c)      those other items of additional rent (not annual additional
                  rent) which would have been payable monthly pursuant to this
                  lease, had this lease not expired,

which total sum Tenant agrees to pay to Landlord promptly upon demand, in full,
without set-off or deduction. Neither the billing nor the collection of use and
occupancy in the above amount shall be deemed a waiver of any right of Landlord
to collect damages for Tenant's failure to vacate the demised premises after the
expiration or sooner termination of this lease.

         The aforesaid provisions of this Article shall survive the expiration
or sooner termination of this lease.

49. Tenant's obligation to pay additional rent under this lease for the final
lease year shall survive the expiration of the term of this lease, and any
additional rent due for any partial lease year shall be prorated.

50. If Tenant is late in making any payment due to Landlord from Tenant under
this lease for ten (10) or more days, Tenant shall pay Landlord a late charge of
$.05 for each $1.00 which remains unpaid after such period to compensate
Landlord for additional expense in processing such late payment. In addition, if
Tenant is late in making any payment due to Landlord under this lease for ten
(10) or more days, then interest shall become due and owing on such payment and
shall be paid by Tenant to Landlord from the date when it was due until the date
payment is made, computed at a rate equal to the lesser of eighteen (18%) per
cent per annum or the highest rate permitted by law.

51. All charges which are the obligation of the Tenant shall be additional rent
and collectible as such.


<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

52. The Landlord agrees to accept checks in payment of any obligations of the
Tenant under this lease provided, however, they are drawn on a bank, which has
an office or branch in the City of New York. In the event any check tendered in
payment of rent or additional rent is dishonored for any reason whatsoever, its
substitute shall be a certified or bank check and all future checks tendered to
the Landlord shall be certified or bank checks.

53. Every notice, invoice, or demand given by the Landlord to the Tenant for any
item of additional rent under this lease shall be conclusive and binding upon
the Tenant unless within 30 days after the giving of such notice, invoice or
demand the Tenant shall notify the Landlord in writing as required by the
pertinent provisions of this lease that the Tenant disputes the correctness of
the notice, invoice or demand, specifying the particular item claimed to be
incorrect. In the event the dispute shall not thereafter be settled by agreement
between the parties within 30 days thereafter the Landlord shall within the next
90 days institute a summary proceeding or an action to determine the issue.
During the pendency of such action or proceeding the Tenant shall pay all of the
items on such notice, invoice or demand including the disputed items without
prejudice to Tenant's position on such disputed items and in the event there is
a final determination in Tenant's favor the Landlord shall forthwith refund to
the Tenant the amount overpaid.

55. As an inducement to the Landlord to enter into this lease, the Tenant agrees
to pay to the Landlord, upon the execution hereof, the sum of THIRTY-FIVE
THOUSAND ($35,000.) DOLLARS.

56. The security as set forth in Article #32 hereof shall be deposited in a New
York bank, in an interest-bearing account and the interest earned thereon shall
accrue to Tenant less one (1%) per cent to be retained by the Landlord as an
administrative charge.



<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

57. (A) Subject to the provisions of paragraph (F) of this Article, the
provisions of Article #11 of this lease are amended to the extent that, Landlord
agrees that it will not withhold its consent unreasonably to a subletting of the
entire demised premises or an assignment of this lease provided that (a) as to a
sublease, Tenant delivers to Landlord a copy of the proposed sublease in form to
be executed, together with reasonably detailed statements of the proposed
subtenant's business and financial references; (b) as to an assignment, Tenant
delivers to Landlord reasonably detailed statements of the proposed assignee's
business and financial references; (c) the purpose for which the proposed
subtenant or assignee intends to use the demised premises are uses expressly
permitted by and not expressly prohibited by this lease; (d) the date when the
proposed sublease or assignment is to become effective is at least 30 days after
the submission to Landlord of the aforesaid documentation; (e) Tenant shall not
be in default in the performance of any of its obligations under this lease; (f)
the proposed subtenant or assignee is not then a tenant of any space in the
building of which the demised premises form a part; (g) no advertisement with
respect to the demised premises shall quote a rental below that of, the demised
premises or comparable space in the building; (h) any request for consent to
such subletting or assignment shall be made by notice pursuant to the provisions
of Article #28 of this lease.

         (B) Any such subletting or assignment shall not release the Tenant
herein from any liability or responsibility under the terms, covenants or
conditions of the within lease.

         (C) It is expressly agreed that in the event of an assignment, the
Assignee shall assume all the obligations of the lease jointly with the Tenant
herein, and the Tenant shall deliver to the Landlord a duplicate-original of
such assignment and the assumption by the Assignee, duly executed and
acknowledged by the Tenant and such Assignee as soon as same has been executed.

         (D) No further or additional subletting of the demised premises or
assignment of this lease shall be made, except with the prior written approval
of the Landlord pursuant to this Article.

         (E) It is further understood and agreed that the Tenant shall designate
Adams & Company Real Estate, LLC, as Tenant's exclusive Agent to effect any
sublet, assignment or release, and Tenant shall pay to Adams & Company Real
Estate, LLC upon the execution of such subleasing, assignment or release, a
commission computed in accordance with the rates and rules established by Adams
& Company Real Estate, LLC. SUCH EXCLUSIVE SHALL BE LIMITED TO NINETY (90) DAYS
ONLY, AFTER TENANT SUBMITS A REQUEST, HOWEVER, IF TENANT OBTAINS ITS OWN
SUBTENANT OR ASSIGNEE, NO COMMISSION SHALL BE DUE, OWING OR PAYABLE TO ADAMS &
COMPANY REAL ESTATE, LLC.

         (F) Notwithstanding the provisions of this Article, in the event Tenant
requests Landlord's consent to a subletting of the entire demised premises or an
assignment of this lease, Landlord shall have the right to cancel and terminate
this lease as of the effective date set for such proposed subletting or
assignment by giving Tenant notice to that effect within 30 days from the
receipt of such request and thereupon, on such effective date, this lease shall
terminate and come to an end as though that were the date originally set forth
for the termination of this lease. Tenant agrees to vacate and surrender
possession of the premises to the Landlord on or before said date, leaving same
broom clean, in good order and condition. Thereupon, both parties will be
released and relieved from further liability under the within lease, except that
Tenant's obligations to perform all of the terms, obligations and covenants,
including the obligation to pay rent and additional rent, up to and including
the date of termination, shall survive such termination. LANDLORD FURTHER AGREES
THAT IF LANDLORD DOES CANCEL AND TERMINATE THIS LEASE AS PER THIS ARTICLE, IT
SHALL NOT LEASE THE PREMISES TO THE TENANT'S PROPOSED SUBTENANT.

(continued)


<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

57. (CONTINUED)

           (G) IF, IN THE EVENT OF A SUBLETTING ALLOWED BY THE LANDLORD, THE
RENTAL FOR THE SUBLET SPACE IS ABOVE THE BASE RENTAL (PLUS ALL ADDITIONAL RENT
DUE TO LANDLORD) PER SQUARE FOOT OF RENTABLE SPACE, THAT PORTION OF THE SUBLET
RENT AND ADDITIONAL RENT ABOVE THE BASE RENTAL (PLUS ALL ADDITIONAL RENT DUE
LANDLORD) SHALL BE DIVIDED EQUALLY BETWEEN THE LANDLORD AND TENANT HEREIN AND
THE LANDLORD'S SHARE SHALL BE DEEMED ADDITIONAL RENT UNDER THIS LEASE AND
PAYABLE WITHIN TEN (10) DAYS AFTER RECEIPT THEREOF BY THE TENANT TO THE
LANDLORD.

58. IT IS UNDERSTOOD AND AGREED THAT PORTIONS OF THE DEMISED PREMISES MAY BE
USED AND OCCUPIED BY CORPORATIONS, COMPANIES OR FIRMS AFFILIATED WITH THE
TENANT, TO BE USED FOR THE PURPOSES FOR WHICH THE PREMISES HAVE BEEN LEASED AS
SET FORTH IN ARTICLE $2 HEREOF. THIS SHALL NOT, HOWEVER, RELIEVE THE TENANT
HEREIN FROM ANY LIABILITY OR RESPONSIBILITY UNDER THE WITHIN LEASE.

59. Subject to all of the terms and conditions of Article #3 of the within
lease, permission is hereby granted to the Tenant to make, at its own cost and
expense, all alterations, improvements and installations in the demised
premises.

         Prior to the commencement of any and all work and installations, Tenant
shall submit to the Landlord or its Managing Agent, for its approval in writing,
plans and specifications for all work and installations, which approval Landlord
agrees shall not be unreasonably withheld or delayed. All work shall be in
strict conformity with all rules, regulations and ordinances of any governmental
authority or bureau having jurisdiction thereof, including the New York Board of
Fire Underwriters or any other similar body, and the Tenant agrees to procure
any permits needed in connection with such work prior to the commencement
thereof. In the event the Tenant is required to do any work in connection with
the building sprinkler system, water and/or electrical risers or any other
building riser or facility, the Tenant agrees that all work in connection
therewith shall be done by plumbing, electrical, sprinkler and/or other
contractors APPROVED by the Landlord at the Tenant's sole cost COMPETITIVE IN
PRICE WITH SIMILAR CONTRACTORS. Tenant further agrees that it shall require its
contractors and/or sub-contractors to furnish the Landlord with Certificates of
Insurance for Workers' Compensation, Public Liability and Property Damage, as
provided for in Article #3 of this lease and otherwise comply with the terms and
conditions of this lease and particularly Article #3 thereof.

60. It is understood and agreed that the air cooled central air conditioning
unit now in the demised premises is the property of the Landlord and the Tenant
shall have the use thereof during the term of this lease. In consideration
thereof, the Tenant agrees to maintain and keep in good repair the said unit and
in addition, obtain a maintenance contract, at Tenant's sole cost and expense,
with a supplier acceptable to the Landlord. Such maintenance contract shall be
in force for the term of the lease and a copy will be kept on file in the
Managing Agent's office, the most recent of which shall cover the period for the
coming year.

         The said air conditioning unit shall be surrendered by the Tenant
together with the premises as part thereof, at the expiration or prior
termination of this lease, or any renewal or extension thereof, in good order
and condition, ordinary wear excepted.

         The landlord shall warranty the air conditioning unit during the first
year of the lease.


<PAGE>

RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED MAY 4, 2000,   PREMISES ENTIRE 10TH FLOOR - 42-52 WEST 39TH STREET
            -----    --             -------------------------------------------
BETWEEN     42-52 WEST 39 STREET LLC                               AS LANDLORD
        ----------------------------------------------------------
AND         BLUEFLY, INC.                                            AS TENANT
    --------------------------------------------------------------

61. Notwithstanding the hours mentioned in Article #31 of this lease, the Tenant
shall have access to the demised premises seven (7) days per week, twenty-four
(24) hours per day, either by manned personnel or, at the option of the
Landlord, by the card access system.

In the event of the card access system, Tenant shall be issued two (2) access
cards at no charge. Additional cards shall be available at the cost of $15.00
per card, and the cost to replace a lost or stolen card shall be $15.00.
Procedure for the proper activation of the card access system shall be obtained
upon Tenant's request to Landlord's Managing Agent.

62. It shall be the Tenant's responsibility to apply in writing to the
Operations Department of the Landlord's office, Attention: Kenneth G. Walsh, any
requests for directory or elevator listings (where available) not less than
three (3) weeks prior to the effective date that the Tenant requires the posting
of such listing. The Landlord will provide the first such listing at the
Landlord's expense, and any subsequent changes, or additions will be charged to
the Tenant's account at the Landlord's cost. THE LANDLORD SHALL PROVIDE, AT NO
ADDITIONAL COST TO THE TENANT NO MORE THAN FOUR (4) NAMES IN THE MAIN LOBBY
DIRECTORY BOARD OF THE BUILDING.

63. Tenant represents that it dealt with no broker except ADAMS & COMPANY REAL
ESTATE, LLC. Tenant agrees to hold Landlord and ADAMS & COMPANY REAL ESTATE, LLC
harmless from and against any and all claims or demands for brokerage
commissions arising out of or in connection with the execution of this lease or
any conversations or negotiations thereto with any broker other than the above
named broker. LANDLORD SHALL BE OBLIGATED TO PAY THE COMMISSION TO THE ABOVE
NAMED BROKER.

64. LANDLORD REPRESENTS THAT THERE IS NO ASBESTOS IN THE DEMISED PREMISES.

65. WHEREVER IN THIS LEASE THE CONSENT OR APPROVAL OF THE LANDLORD IS REQUIRED
OR NECESSARY, THE SAME WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

66. THE LANDLORD REPRESENTS THAT THE PREMISES MAY BE USED FOR THE PURPOSES FOR
WHICH THEY HAVE BEEN LEASED AS SET FORTH IN ARTICLE #2 OF THIS LEASE.

67. Upon the execution of this lease the Tenant shall furnish to the Landlord a
list of all of its officers and their respective residence addresses. If during
the term of this lease there is any change in the officers or addresses, the
Landlord shall be notified of the same within five (5) days thereafter. This is
a substantial obligation of this lease:


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

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

68. IT IS UNDERSTOOD AND AGREED THAT TENANT MAY ASSIGN THIS LEASE OR SUBLET ALL
OR ANY PART OF THE DEMISED PREMISES WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD TO (A) ANY PARENT, SUBSIDIARY OR AFFILIATE OF TENANT; (B) A JOINT
VENTURER OF TENANT; (C) ANY ENTITY RESULTING FROM A MERGER OR consolidation WITH
Tenant; (D) ANY ENTITY SUCCEEDING TO THE BUSINESS AND ASSETS OR STOCK OF TENANT;
(E) THE TRANSFER OF STOCK BETWEEN AND AMONG EXISTING SHAREHOLDERS AND THEIR
IMMEDIATE FAMILIES; (F) THE TRANSFER OF STOCK IN CONNECTION WITH A PUBLIC
OFFERING OR PRIVATE PLACEMENT OF TENANT.



<PAGE>




69. It is covenanted and agreed that this lease may be cancelled and terminated
by the Tenant on APRIL 30, 2001, provided that the Tenant give the Landlord
notice on or before OCTOBER 31, 2000 of its election so to cancel, which notice
shall be sent by registered or certified mail, return receipt requested.

         In the event such notice of election to cancel is tendered the Landlord
by THE TENANT, THE LANDLORD MAY CANCEL AND TERMINATE THIS LEASE UPON giving
thirty (30) days' prior written notice to Tenant by registered or certified
mail, return receipt requested, and the Tenant and Landlord agree that this
lease shall cease, expire and come to an end on the date set forth in said
Landlord's notice as though said date were the date originally fixed for the
termination, and the Tenant shall quit and surrender the premises to the
Landlord on or before said date, leaving same in broom-clean condition.

         In the event the Tenant does not exercise the option to cancel as
herein above set forth, the Tenant agrees to deposit with the Landlord on or
before NOVEMBER 1, 2000, security in the amount of $115,000.00 to be held by the
Landlord in accordance with the provisions of Article #32 of this lease, and all
of the terms, conditions and covenants of this lease shall remain in full force
and effect.

ADDENDUM to ARTICLE #4:

         Landlord agrees to deliver premises vermin-free.

ADDENDUM to ARTICLE #7:

         Landlord shall use its reasonable efforts to obtain a non-disturbance
agreement from the current or future mortgagees.

ADDENDUM to ARTICLE #13:

         Except in the event of an emergency or where such entry is required by
law, Landlord's right of entry shall be exercised following reasonable advance
notice to Tenant. Landlord agrees that, while exercising such right of entry or
making such repairs, replacements and improvements, it shall use reasonable
efforts to avoid interfering with Tenant's business or disrupting the same.

ADDENDUM to ARTICLE #37:

         The maintenance of all window glass shall be the responsibility of the
Tenant and shall be kept in good repair at its sole cost and expense.



<PAGE>

                                ACKNOWLEDGEMENTS

CORPORATE TENANT
STATE OF NEW YORK, ss.:
COUNTY OF

      On this             day of                       , 19      , before
me personally came
to me known, who being by me duly sworn, did depose and say that he resides in

that he is the                              of
the corporation described in and which executed the foregoing instrument, as
TENANT; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.

INDIVIDUAL TENANT
STATE OF NEW YORK, ss.:
COUNTY OF

      On this             day of                       , 19      , before
me personally came
to be known and known to me to be the individual described in and who, as
TENANT, executed the foregoing instrument and acknowledged to me that
                              he executed the same.


                              IMPORTANT-PLEASE READ

                      RULES AND REGULATIONS ATTACHED TO AND
                          MADE A PART OF THIS LEASE IN
                           ACCORDANCE WITH ARTICLE 36.

         1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner. There shall not be used in any space, or in the public hall of the
building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sideguards. If said premises are situated on the ground floor of the
building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk
and curb in front of said premises clean and free from ice, snow, dirt and
rubbish.

         2. The water and wash closets and plumbing fixtures shall not be used
for any purposes other than those for which they were designed or constructed
and no sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

         3. No carpet, rug or other article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to be swept
or thrown from the demised premises any dirt or other substances into any of the
corridors of halls, elevators, or out of the doors or windows or stairways of
the building and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the demised premises, or permit or suffer
the demised premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the buildings by reason of noise,
odors, and or vibrations, or interfere in any way, with other Tenants or those
having business therein, nor shall any bicycles, vehicles, animals, fish, or
birds be kept in or about the building. Smoking or carrying lighted cigars or
cigarettes in the elevators of the building is prohibited.

         4. No awnings or other projections shall be attached to the outside
walls of the building without the prior written consent of Owner.

         5. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside of the demised premises or the building or on the inside of the demised
premises if the same is visible from the outside of the premises without the
prior written consent of Owner, except that the name of Tenant may appear on the
entrance door of the premises. In the event of the violation of the foregoing by
any Tenant, Owner may remove same without any liability and may charge the
expense incurred by such removal to Tenant or Tenants violating this rule.
Interior signs on door and directory tablet shall be inscribed, painted or
affixed for each Tenant by Owner at the expense of such Tenant, and shall be of
a size, color and style acceptable to Owner.

         6. No Tenant shall mark, paint, drill into, or in any way deface any
part of the demised premises or the building of which they form a part. No
boring, cutting or stringing of wires shall be permitted, except with the prior
written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum,
or other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

         7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in existing
locks or mechanism thereof. Each Tenant must, upon the termination of his
Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such Tenant, and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.

         8. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease of which these Rules and Regulations are a part.

         9. No Tenant shall obtain for use upon the demised premises ice,
drinking water, towel and other similar services, or accept barbering or
bootblacking services in the demised premises, except from persons authorized by
Owner, and at hours and under regulations fixed by Owner. Canvassing, soliciting
and peddling in the building is prohibited and each Tenant shall cooperate to
prevent the same.

         10. Owner reserves the right to exclude from the building all persons
who do not present a pass to the building signed by Owner. Owner will furnish
passes to persons for whom any Tenant requests same in writing. Each Tenant
shall be responsible for all persons for whom he requests such pass and shall be
liable to Owner for all acts of such persons. Notwithstanding the foregoing,
Owner shall not be required to allow Tenant or any person to enter or remain in
the building, except on business days from 8:00 a.m. to 6:00 p.m. and on
Saturdays from 8:00 a.m. to 1:00 p.m. Tenant shall not have a claim against
Owner by reason of Owner excluding from the building any person who does not
present such pass.

         11. Owner shall have the right to prohibit any advertising by any
Tenant which in Owner's opinion, tends to impair the reputation of the building
or its desirability as a loft building, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.

         12. Tenant shall not bring or permit to be brought or kept in or on
the demised premises, any inflammable, combustible, or explosive, or hazardous
fluid, material, chemical or substance, or cause or permit any odors of cooking
or other processes, or any unusual or other objectionable odors to permeate in
or emanate from the demised premises.

         13. Tenant shall not use the demised premises in a manner which
disturbs or interferes with other Tenants in the beneficial use of their
premises.


Address 42-52 WEST 39TH STREET


Premises  ENTIRE 10TH FLOOR
================================================================================

                                TO
                                  BLUEFLY, INC.

================================================================================

    [AGENCY SEAL                STANDARD FORM OF               [AGENCY SEAL
      OMITTED]                                                    OMITTED]
                                      LOFT
                                      LEASE

                     THE REAL ESTATE BOARD OF NEW YORK, INC.
                    (c) Copyright 1994. All rights Reserved.
                  Reproduction in whole or in part prohibited.

================================================================================

Dated May 4, 2000

Rent Per Year     $192,500.     $210,000.    $227,500.
Rent Per Month    $16,041.67    $17,500.     $18,958.33

Term                10 years
From                7/1/00
To                  6/30/10

Drawn by  mc
        ----------------------------------
Checked by
          --------------------------------
Entered by
          --------------------------------
Approved by
           -------------------------------

================================================================================

                                   Page 6 of 6


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>NOTE AND WARRANT PURCHASE AGREEMENT
<TEXT>

<PAGE>



                       NOTE AND WARRANT PURCHASE AGREEMENT



                                      among



                                 BLUEFLY, INC.,


                         QUANTUM INDUSTRIAL PARTNERS LDC


                                       and


                          SFM DOMESTIC INVESTMENTS LLC















                               Dated: May __, 2000




<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Section 1.        DEFINITIONS.................................................1
    1.1           Definitions.................................................1
    1.2           Investment Agreement........................................2
    1.3           Other Definitions...........................................2

Section 2.        PURCHASE AND SALE OF THE SECURITIES.........................3
    2.1           Closing.....................................................3
    2.2           Transactions at the Closing.................................3

Section 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............3

Section 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS............4


Section 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE.....5
    5.1           Representations and Warranties..............................5
    5.2           Compliance with this Agreement..............................5
    5.3           Securities..................................................5
    5.4           Consents and Approvals......................................5

Section 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE........5
    6.1           Representations and Warranties..............................6
    6.2           Compliance with this Agreement..............................6
    6.3           Consents and Approvals......................................6
    6.4           Payment of Purchase Price...................................6


Section 7.        COVENANTS...................................................6
    7.1           Covenants of the Company....................................6
    7.2           Mutual Covenants. ..........................................7

Section 8.        INDEMNIFICATION.............................................7

Section 9.        REGISTRATION RIGHTS.........................................8

Section 10.       TERMINATION OF AGREEMENT....................................8
   10.1           Termination.................................................8
   10.2           Survival....................................................8


Section 11.       MISCELLANEOUS...............................................8
   11.1           Survival of Representations, Warranties and Covenants.......8
   11.2           Notices.....................................................9


                                        i
<PAGE>

   11.3           Successors and Assigns......................................9
   11.4           Amendment and Waiver........................................9
   11.5           Counterparts................................................9
   11.6           Headings....................................................9
   11.7           GOVERNING LAW...............................................9
   11.8           Severability................................................9
   11.9           Rules of Construction......................................10
   11.10          Entire Agreement...........................................10
   11.11          Fees.......................................................10
   11.12          Publicity; Confidentiality.................................10
   11.13          Further Assurances.........................................10


EXHIBITS
--------
A-1      Form of Warrant
A-2      Form of Senior Convertible Note


SCHEDULES
---------
3        Capitalization



                                       ii

<PAGE>

                       NOTE AND WARRANT PURCHASE AGREEMENT

                  NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement"), dated
as of May 16, 2000, by and among Bluefly, Inc., a New York corporation (the
"Company"), and the purchasers listed on Schedule 1 hereto (the "Purchasers").

                  WHEREAS, pursuant to an Investment Agreement dated as of July
27, 1999, by and among the Company, the Purchasers, The Lynch Foundation, Peter
Lynch and Pilot Domestic Trust (the "Investment Agreement"), each of the
Purchasers has invested in shares of the Company's Series A Preferred Stock;

                  WHEREAS, pursuant to a Note and Warrant Purchase Agreement,
dated as of March 28, 2000, by and among the Company and the Purchasers (the
"Note Purchase Agreement"), the Purchasers, jointly but not severally, committed
(the "Standby Commitment") to provide to the Company up to an aggregate of
$12,000,000 (the "Commitment Amount") at any time prior to January 1, 2001 in
one or more tranches as requested by the Company;

                  WHEREAS, the Company wishes to draw, and the Purchasers wish
to provide the Company with, $3,000,000 from the Standby Commitment (the
"Draw");

                  WHEREAS, in connection with the Draw the Company wishes to
sell to each Purchaser, and each Purchaser wishes to purchase from the Company:
(i) a senior convertible promissory note, in the aggregate principal amount set
forth opposite such Purchaser's name on Schedule 2.2 hereto, having the terms
and conditions set forth in the form of Note attached hereto as Exhibit A-1 (the
"Senior Convertible Notes") and (ii) a warrant (the "Warrants" and, together
with the Senior Convertible Notes, the "Securities") having the terms and
conditions set forth in the form of Warrant attached hereto as Exhibit A-2; and

                  NOW, THEREFORE, in consideration of the mutual terms and
conditions herein contained, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

SECTION 1.        DEFINITIONS

                  1.1 Definitions. As used in this Agreement, the following
definitions shall apply:

                  "Certificate of Incorporation" means the Certificate of
Incorporation of the Company, as the same was amended pursuant to Section 5.6 of
the Investment Agreement and as in effect on the Closing Date.


<PAGE>
                                                                               2

                  "Material Adverse Effect" means a circumstance, fact, change,
development or effect (i) that could or could reasonably be expected to have a
materially adverse effect on the properties, results of operations, business,
domestic prospects or condition (financial or otherwise) of the Company taken as
a whole, or (ii) that adversely effects the ability of the Company to consummate
the transactions contemplated by this Agreement in any material respect or
impairs or delays the ability of the Company to effect the Closing.

                  "Next Round Financing" means the closing of a private
placement of Next Round Securities which results in gross proceeds to the
Company of $10 million in one or more tranches.

                  "Next Round Securities" means the Company's Common Stock or
securities convertible into or exercisable for the Company's Common Stock in the
Next Round Financing.

                  "Transaction Documents" means collectively, this Agreement
(including the schedules attached hereto), the Senior Convertible Notes and the
Warrants.

                  1.2 Note Purchase Agreement. Capitalized terms not otherwise
defined herein shall have the meanings set forth for such terms in the Note
Purchase Agreement.

                  1.3 Other Definitions. The following terms are defined in the
section referred to opposite such term.


Term                                                 Section
------------                                         -------
Agreement                                            Recitals
Closing                                              2.1
Closing Date                                         2.1
Commitment Amount                                    Recitals
Draw                                                 Recitals
Investment Agreement                                 Recitals
Note Purchase Agreement                              Recitals
Purchase Price                                       2.2
Purchasers                                           Recitals
Securities                                           Recitals
Senior Convertible Notes                             Recitals
Standby Commitment                                   Recitals
Warrants                                             Recitals

SECTION 2.        PURCHASE AND SALE OF THE SECURITIES

                  2.1 Closing. Subject to the terms and conditions of this
Agreement, the closing of the sale and purchase of the Securities (the
"Closing") shall take place at

<PAGE>
                                                                               3

the offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019-6064 on the date hereof or on such other date
and time as the Purchasers and the Company may mutually agree (the "Closing
Date").

                  2.2 Transactions at the Closing. At the Closing, subject to
the terms and conditions of this Agreement, each of the Purchasers severally
(and not jointly) shall purchase and acquire from the Company, and the Company
shall issue and sell to the Purchasers, Senior Convertible Notes and Warrants
for an aggregate purchase price of $3,000,000 (the "Purchase Price"). At the
Closing, the Company shall deliver to each Purchaser a duly executed Senior
Convertible Note, in the aggregate principal amount set forth opposite such
Purchaser's name on Schedule 2.2 hereto, and a duly executed Warrant to purchase
the amount of shares of Next Round Securities as set forth in the Warrant, each
registered in the name of such Purchaser or its nominees, with appropriate issue
stamps, if any, affixed at the expense of the Company, free and clear of any
Lien, against payment by each Purchaser of the portion of the Purchase Price
payable in respect thereof as set forth opposite such Purchaser's name on
Schedule 2.2 hereto by wire transfer of immediately available funds to an
account designated by the Company.

                      (a) Standby Commitment. Upon payment of the Purchase
Price and the delivery of the Securities, the Commitment Amount shall be reduced
to $9,000,000, which may be drawn and/or reduced by the Company as provided in
the Note Purchase Agreement.

SECTION 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company hereby represents and warrants to each Purchaser
that the representations and warranties of the Company contained in Section 3 of
the Note Agreement are true and correct in all material respects as of the date
hereof and as of the Closing Date as if made at and on such dates, except that
(i) the references therein to Section 2.1 are hereby amended to refer to Section
1.1 and (ii) the representations of the Company at Section 3(d) of the Note
Purchase Agreement are reaffirmed as follows:

                  Capitalization. As of the date hereof, the issued and
outstanding capital stock of the Company consists of 4,924,906 shares of Common
Stock and 500,000 shares of Series A Preferred Stock. As of the Closing Date,
the authorized capital stock of the Company will consist of 15,000,000 shares of
Common Stock (of which 50,000 shares shall have been reserved for the Purchasers
in connection with the transactions contemplated hereby) and 2,000,000 shares of
Preferred Stock, $.01 par value, of which 500,000 shares shall have been
designated Series A Preferred Stock. As of the first closing of the Next Round,
sufficient numbers of shares of Next Round Securities and, as appropriate, of
shares of Common Stock into which such shares of Next Round Securities are
convertible or for which they are exercisable, shall be authorized and reserved
as required by the documents to be negotiated in connection with the Next Round
and as necessary to permit conversion of the maximum amount then potentially
payable by the Company under the Senior Convertible Notes into Next Round
Securities.


<PAGE>
                                                                               4


                  All such shares of Capital Stock of the Company are or shall
have been duly authorized and (a) in the case of shares of Common Stock or Next
Round Securities issued upon conversion of the Senior Convertible Notes or
exercise of the Warrants, shall be fully paid and non-assessable upon such
conversion, and (b) in the case of shares of Common Stock issued upon
conversion, exchange, and/or exercise of such Next Round Securities, shall be
fully paid and non-assessable upon the conversion, exchange, or payment of the
exercise price contemplated by the Next Round Securities.


                  Except as set forth in Schedule 3 of this Agreement OR As
contemplated by the Investment Agreement, the Note Purchase Agreement or this
Agreement, there are no shares of capital stock of the Company reserved for
issuance. Except for (a) the Warrants, (b) the Senior Convertible Notes, (c) the
WARRANTS issued pursuant to the Note Purchase Agreement, (d) the Senior
Convertible Notes issued pursuant to the Note Purchase Agreement, (e) the Next
Round Securities (including those into which the Senior Convertible Notes are
convertible), (f) the Series A Preferred, and (g) as set forth in Schedule 3 of
this Agreement, there are no options, warrants or other rights to purchase
shares of Capital Stock or other securities of the Company or any of its
Subsidiaries, or securities convertible into or exercisable for shares of
Capital Stock or other securities of the Company or any of its Subsidiaries.
Except as set forth in Schedule 3 to this Agreement, as required by the
Transaction Documents (as such term is defined in the Note Purchase Agreement),
or as required by the Transaction Documents (as such term is defined in this
Agreement), neither the Company nor any Subsidiary is obligated in any manner to
issue shares of its Capital Stock or other securities. Except as contemplated
hereby and for relevant state and federal securities laws, there are no
restrictions on each Purchaser's ability to transfer shares of Capital Stock of
the Company.

                  THE WARRANT ISSUED TO QUANTUM INDUSTRIAL PARTNERS LDC IN
CONNECTION WITH THE NOTE PURCHASE AGREEMENT IS EXERCISABLE FOR 169,452.5 SHARES
OF COMMON STOCK AND THE WARRANT ISSUED TO SFM DOMESTIC INVESTMENTS LLC ARE
EXERCISABLE FOR 5,547.5 SHARES OF COMMON STOCK.


SECTION 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each of the Purchasers hereby represents and warrants
(severally as to itself and not jointly) to the Company that the representations
and warranties of such Purchaser contained in Section 4 of the Note Purchase
Agreement are true and correct in all material respects as of the date hereof
and as of the Closing Date as if made at and on such dates, except that the
references therein to Section 2.1 are hereby amended to refer to Section 1.1.

SECTION 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE

                  The obligation of the Purchasers to purchase the Securities
and to pay the Purchase Price, and to perform any obligations hereunder shall be
subject to the

<PAGE>
                                                                               5


satisfaction as determined by, or waiver by, the Purchasers of the following
conditions on or before the Closing Date:

                  5.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 3 hereof shall be true and
correct in all material respects at and on the Closing Date as if made at and on
such date, except to the extent that any representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty is
true and correct as of such date and any variance in such representation and
warranty following such date may only be the result of activities or
transactions which have taken place after the date hereof and which are
contemplated by this Agreement.

                  5.2 Compliance with this Agreement. The Company shall have
performed and complied in all material respects with all of its agreements and
conditions set forth herein that are required to be performed or complied with
by the Company as of the Closing Date.

                  5.3 Securities. At the Closing, the Company shall have
delivered to each of the Purchasers a Senior Convertible Note and a Warrant
pursuant to Section 2.2 hereof.

                  5.4 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with Governmental
Authorities and other Persons in respect of all Requirements of Law and with
respect to those Contractual Obligations of the Company which are necessary or
required in connection with the execution, delivery or performance (including
the issuance of the Senior Convertible Notes, and any Shares of Common Stock
issuable upon exercise of the Warrants) by, or enforcement against, the Company
of this Agreement (other than the Next Round Financing or the drawdown of the
Standby Commitment) and each of the other Transaction Documents shall have been
obtained and be in full force and effect, except for consents, exceptions,
authorizations or other actions which would not have a Material Adverse Effect,
and each of the Purchasers shall have been furnished with appropriate evidence
thereof.

SECTION 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE

                  The obligations of the Company to issue and sell the Senior
Convertible Notes and the Warrants and to perform its other obligations
hereunder, shall be subject to the satisfaction as determined by, or waiver by,
the Company of the following conditions on or before the Closing Date:

                  6.1 Representations and Warranties. The representations and
warranties of the Purchasers contained in Section 4 hereof shall be true and
correct at and on the Closing Date as if made at and on such date, except to the
extent that any representation and warranty expressly speaks as of an earlier
date, in which case such representation and warranty is true and correct as of
such date and any variance in such

<PAGE>
                                                                               6


representation and warranty following such date may only be the result of
activities or transactions which have taken place after the date hereof and
which are contemplated by this Agreement.

                  6.2 Compliance with this Agreement. The Purchasers shall have
performed and complied in all material respects with all of their agreements and
conditions set forth herein that are required to be performed or complied with
by the Purchasers on or before the Closing Date.

                  6.3 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons in respect of all Requirements of Law
and with respect to those Contractual Obligations of the Purchasers which are
necessary or required in connection with the execution, delivery or performance
(including the purchase of the Senior Convertible Notes and the Warrants, but
excluding the conversion of the Senior Convertible Notes, the exercise of the
Warrants, and the conversion or exercise of the Next Round Securities) by, or
enforcement against, the Purchasers of this Agreement shall have been obtained
and be in full force and effect, and the Company shall have been furnished with
appropriate evidence thereof.

                  6.4 Payment of Purchase Price. The Company shall have received
the Purchase Price.

SECTION 7.        COVENANTS

                  7.1 Covenants of the Company. The Company hereby covenants and
agrees with the Purchasers with respect to this Section 7, so long as they hold
any Capital Stock of the Company -- except to the extent that a particular
section of this Section 7 provides for an earlier termination, as follows:

                      (a) SEC Filings. From and after the date of this
Agreement, the Company agrees that it will use commercially reasonable efforts
to file with the SEC, within the time periods specified in the SEC's rules and
regulations for as long as they are applicable to the Company, (i) all quarterly
and annual financial information required to be filed with the SEC on Forms
10-QSB and 10-KSB, (ii) all current reports required to be filed with the SEC on
Form 8-K and (iii) any other information required to be filed with the SEC.

                      (b) Reservation of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Capital Stock,
solely for the purpose of issue or delivery upon conversion or exercise of the
Securities and of the conversion or exercise of shares of Capital Stock issued
upon such conversion or exercise, the number of shares of each class of Capital
Stock that are required to be issued upon such conversion or exercise. The
Company shall issue such shares of Capital Stock in accordance with the terms of
this Agreement, the other Transaction Documents and the Certificate of
Incorporation, and otherwise comply with the terms hereof and thereof.


<PAGE>
                                                                               7


                      (c) Registration and Listing. To the extent the
reservation of any shares of Capital Stock required to be reserved pursuant to
Section 7.2 of this Agreement requires registration with or approval of any
Governmental Authority under any Federal or state or other applicable law before
such shares of Capital Stock may be issued or delivered upon conversion or
exercise, the Company will in good faith and as expeditiously as possible cause
such shares of Capital Stock to be duly registered or approved, as the case may
be. So long as the shares of Common Stock are quoted on the NASDAQ or listed on
any national securities exchange, the Company will, if permitted by the rules of
such system or exchange, quote or list and keep quoted or listed on such system
or exchange, upon official notice of issuance, all shares of Common Stock
issuable or deliverable upon exercise of the Warrants or the conversion or
exchange of Next Round Securities into which the Senior Convertible Notes are
convertible.

                  7.2 Mutual Covenants. The parties agree that the anti-dilution
provision of Section 6(e)(ii) of the Certificate of Amendment of the Certificate
of Incorporation shall not apply as a result of the issuance of the Warrants.

SECTION 8.        INDEMNIFICATION.

                      (a) Except as otherwise provided in this Section 8, the
Company agrees to indemnify, defend and hold harmless each Purchaser and its
Affiliates and their respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all claims, losses, liabilities,
damages, deficiencies, judgements, assessments, fines, settlements, costs or
expenses (including interest, penalties and reasonable fees, disbursements and
other charges of counsel) (collectively, "Losses") based upon, arising out of or
otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement of the Company contained in any
Transaction Document. Notwithstanding the foregoing, the Company's liability
pursuant to this Section 8 shall in no event exceed $15,000,000.

                      (b) Except as otherwise provided in this Section 8, the
Purchasers, severally and not jointly, agree to indemnify, defend and hold
harmless the Company and its respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all Losses based upon, arising out of
or otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement (excluding the Standby
Commitment) of the Purchasers contained in any Transaction Document.
Notwithstanding the foregoing, the Purchasers' liability pursuant to this
Section 8 shall in no event exceed $3,000,000.

SECTION 9.        REGISTRATION RIGHTS.

                      (a) The Company and each of the Purchasers hereby agree
and acknowledge that the shares of Common Stock for which the Warrants are
exercisable and any Common Stock issuable upon the conversion or exchange of the
Next Round Securities are Registrable Securities, as such term is defined in the
Investment

<PAGE>
                                                                               8


Agreement, and that, until the closing of the Next Round, the provisions of
Section 9 of the Investment Agreement shall apply to all Persons of record
holding the Senior Convertible Notes or the Warrants (or any shares of
Registrable Securities issued, directly or indirectly, as a result of a
conversion under a Senior Convertible Note or as a result of an exercise of a
Warrant).

                      (b) Upon completion of the Next Round, the Purchasers
shall have the option to decide whether the registration rights and related
provisions set forth in Section 9 of the Investment Agreement shall apply to the
Warrants or whether the registration rights and related provisions agreed to in
the final documentation negotiated in connection with the Next Round Financing
shall apply.

SECTION 10.       TERMINATION OF AGREEMENT

                  10.1 Termination. For purposes of clarification: (1) the
Company shall have no obligation to issue securities pursuant to the Standby
Commitment and (2) the Purchasers shall have no obligations to fund the Standby
Commitment after the earlier of (i) that date on which the Company has received
from the Purchasers financing proceeds aggregating $15 million and (ii) December
31, 2000.

                  10.2 Survival. If this Agreement is terminated and the
transactions contemplated hereby are not consummated as described above, this
Agreement shall become void and of no further force and effect; provided,
however, that (i) a breaching party shall be liable to the non-breaching party
for damages caused by such breach; (ii) none of the non-breaching parties hereto
shall have any liability in respect of a termination of this Agreement pursuant
to Section 10.1(a) or Section 10.1(b); and provided further, that none of the
parties hereto shall have any liability for speculative or unforeseeable damages
resulting from a termination of this Agreement.

SECTION 11.       MISCELLANEOUS

                  11.1 Survival of Representations, Warranties and Covenants.
The representations and warranties, covenants and agreements contained herein
shall survive for a period of eighteen months following the Closing Date.

                  11.2 Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner set forth in the
Investment Agreement.

                  11.3 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties hereto. Subject to applicable securities laws, each of the Purchasers
may assign any of its rights under this Agreement to any of its Affiliates but
any such assignment shall not relieve any Purchaser from its obligations
hereunder. The Company may not assign any of its rights under this Agreement and
each of the other Transaction Documents, except to a successor-in-interest to
the Company, without the written consent of all of the Purchasers.

<PAGE>
                                                                               9


                  11.4 Amendment and Waiver.

                       (a) No failure or delay on the part of the Company or the
Purchasers in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.

                       (b) Any amendment, supplement or modification of or to
any provision of this Agreement, any waiver of any provision of this Agreement,
and any consent to any departure by the Company or the Purchasers from the terms
of any provision of this Agreement, shall be effective (i) only if it is made or
given in writing and signed by the Company and the Purchasers, and (ii) only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

                  11.5 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  11.6 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  11.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                  11.8 Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                  11.9 Rules of Construction. Unless the context otherwise
requires, "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Agreement.

                  11.10 Entire Agreement. This Agreement, together with the
exhibits and schedules hereto, and the other Transaction Documents, are intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein, except those set

<PAGE>
                                                                              10


forth in the Transaction Documents (as such term is defined in the Investment
Agreement).

                  11.11 Fees. Upon the Closing, the Company shall reimburse the
Purchasers for their reasonable out-of-pocket expenses (including attorney's
fees, disbursements and other charges) incurred in connection with the
transactions contemplated by this Agreement; provided, however, that the Company
shall not be obligated to reimburse the Purchasers for any reasonable
out-of-pocket expenses in excess of $[ ] in the aggregate.

                  11.12 Publicity; Confidentiality. The provisions of Section
11.12 of the Note Purchase Agreement shall apply with respect to this Agreement
and the transactions contemplated by this Agreement and the Transaction
Documents.

                  11.13 Further Assurances. Each of the parties shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.



<PAGE>
                                                                              11



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective officers hereunto
duly authorized on the date first above written.

                                         BLUEFLY, INC.


                                         By: E. Kenneth Seiff
                                            ----------------------------------
                                             Name:  E. Kenneth Seiff
                                             Title:  Chief Executive Officer


                                         QUANTUM INDUSTRIAL PARTNERS LDC


                                         By: Michael C. Neus
                                            ----------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact


                                         SFM DOMESTIC INVESTMENTS LLC


                                         By: Michael C. Neus
                                            ----------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact





<PAGE>

                                                                  EXHIBIT A-1 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS AND NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.



                                                               WARRANT NO. [___]

                                     WARRANT

                       TO PURCHASE SHARES OF COMMON STOCK

                                       OF

                                  BLUEFLY, INC.


                  THIS IS TO CERTIFY THAT ____________ or its registered assigns
(the "Holder"), is the owner of the right to subscribe for and to purchase from
BLUEFLY, INC., a New York corporation (the "Company"), [____________] (the
"Number Issuable"), fully paid, duly authorized and nonassessable shares of
Common Stock at a price equal to the price at which the Next Round Securities
are convertible into or exchangeable for shares of Common Stock (the "Exercise
Price"), at any time, in whole or in part, from and after the closing of the
Next Round Financing and prior to 5:00 PM New York City time, on May __, 2005
(the "Expiration Date") all on the terms and subject to the conditions
hereinafter set forth (the "Warrants").

                  The Number Issuable is subject to further adjustment from time
to time pursuant to the provisions of Section 2 of this Warrant Certificate.

                  Capitalized terms used herein but not otherwise defined shall
have the meanings given to them in Section 12 hereof.

                  Section 1. Exercise of Warrants.

                         (a) Subject to the last paragraph of this Section 1,
the Warrants evidenced hereby may be exercised, in whole or in part, by the
Holder hereof at any time or from time to time, on or after the date hereof and
prior to the Expiration Date upon delivery to the Company at the principal
executive office of the Company in the United

<PAGE>
                                                                               2


States of America, of (A) this Warrant Certificate, (B) a written notice stating
that such Holder elects to exercise the Warrants evidenced hereby in accordance
with the provisions of this Section 1 and specifying the number of Warrants
being exercised and the name or names in which the Holder wishes the certificate
or certificates for shares of Common Stock to be issued and (C) payment of the
Exercise Price for such Warrants, which shall be payable by any one or any
combination of the following: (i) cash; (ii) certified or official bank check
payable to the order of the Company; (iii) by the surrender (which surrender
shall be evidenced by cancellation of the number of Warrants represented by any
Warrant Certificate presented in connection with a Cashless Exercise (as defined
below)) of a Warrant or Warrants (represented by one or more relevant Warrant
Certificates), and without the payment of the Exercise Price in cash, in return
for the delivery to the surrendering Holder of such number of shares of Common
Stock equal to the number of shares of the Common Stock for which such Warrant
is exercisable as of the date of exercise (if the Exercise Price were being paid
in cash or certified or official bank check) reduced by that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the aggregate
Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market
Price of one Share of Common Stock on the Business Day which immediately
precedes the day of exercise of the Warrant; or (iv) by the delivery of shares
of the Common Stock having a value (as defined by the next sentence) equal to
the aggregate Exercise Price to be paid, that are either held by the Holder or
are acquired in connection with such exercise, and without payment of the
Exercise Price in cash. Any share of Common Stock delivered as payment for the
Exercise Price in connection with an In-Kind Exercise (as defined below) shall
be deemed to have a value equal to the Market Price of one Share of Common Stock
on the Business Day which immediately precedes the day of exercise of the
Warrants. An exercise of a Warrant in accordance with clause (iii) is herein
referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance
with clause (iv) is herein referred to as an "In-Kind Exercise." The
documentation and consideration, if any, delivered in accordance with
subsections (A), (B) and (C) are collectively referred to herein as the "Warrant
Exercise Documentation."

                         (b) As promptly as practicable, and in any event within
five (5) Business Days after receipt of the Warrant Exercise Documentation, the
Company shall deliver or cause to be delivered (A) certificates representing the
number of validly issued, fully paid and nonassessable shares of Common Stock
specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu
of any fraction of a share, as hereinafter provided, and (C) if less than the
full number of Warrants evidenced hereby are being exercised or used in a
Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for
the number of Warrants evidenced by this Warrant Certificate, less the number of
Warrants then being exercised and/or used in a Cashless Exercise. Such exercise
shall be deemed to have been made at the close of business on the date of
delivery of the Warrant Exercise Documentation so that the Person entitled to
receive shares of Common Stock upon such exercise shall be treated for all
purposes as having become the record holder of such shares of Common Stock at
such time.

                         (c) The Company shall pay all expenses incurred by the
Company in connection with and taxes and other governmental charges (other than

<PAGE>
                                                                               3

income taxes of the Holder) that may be imposed in respect of, the issue or
delivery of any shares of Common Stock issuable upon the exercise of the
Warrants evidenced hereby. The Company shall not be required, however, to pay
any tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock, as the case may be, in any
name other than that of the registered holder of the Warrant evidenced hereby.

                         (d) In connection with the exercise of any Warrants
evidenced hereby, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Company shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Market Price for one Share of Common Stock on the Business Day which
immediately precedes the day of exercise. If more than one (1) such Warrant
shall be exercised by the holder thereof at the same time, the number of full
shares of Common Stock issuable on such exercise shall be computed on the basis
of the total number of Warrants so exercised.

                 Section 2. Certain Adjustments.

                         (a) The number of shares of Common Stock purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment as follows:

                             (i) Stock Dividends, Subdivision, Combination or
Reclassification of Common Stock. If at any time after the date of the issuance
of this Warrant the Company shall (i) pay a dividend on Common Stock in shares
of its capital stock, (ii) combine its outstanding shares of Common Stock into a
smaller number of shares, (iii) subdivide its outstanding shares of Common Stock
as the case may be, or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, then, on the record date for
such dividend or the effective date of such subdivision or split-up, combination
or reclassification, as the case may be, the number and kind of shares to be
delivered upon exercise of this Warrant will be adjusted so that the Holder will
be entitled to receive the number and kind of shares of capital stock that such
Holder would have owned or been entitled to receive upon or by reason of such
event had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph 2(a)(v).

                             (ii) Extraordinary Distributions. If at any time
after the date of issuance of this Warrant, the Company shall distribute to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the continuing or surviving
corporation and Common Stock is not changed or exchanged) cash, evidences of
indebtedness, securities or other assets (excluding (i) ordinary course cash
dividends to the extent such dividends do not exceed the Company's retained
earnings and (ii) dividends payable in shares of capital stock for which
adjustment is made under Section 2(a)(i) or rights, options or warrants to
subscribe for or purchase securities of the Company), then in each such case the
number of shares of Common Stock to be delivered to such Holder upon exercise of
this Warrant shall be increased so that the Holder thereafter shall be entitled
to receive the number of shares of

<PAGE>
                                                                               4


Common Stock determined by multiplying the number of shares such Holder would
have been entitled to receive immediately before such record date by a fraction,
the denominator of which shall be the Exercise Price on such record date minus
the then fair market value (as reasonably determined by the Board of Directors
of the Company in good faith) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or of such rights or
warrants applicable to one share of the Common Stock (provided that such
denominator shall in no event be less than $.01) and the numerator of which
shall be the Exercise Price.

                             (iii) Reorganization, etc. If at any time after the
date of issuance of this Warrant any consolidation of the Company with or merger
of the Company with or into any other Person (other than a merger or
consolidation in which the Company is the surviving or continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
shares of either Common Stock) or any sale, lease or other transfer of all or
substantially all of the assets of the Company to any other person (each, a
"Reorganization Event"), shall be effected in such a way that the holders of the
Common Stock shall be entitled to receive cash, stock, other securities or
assets (whether such cash, stock, other securities or assets are issued or
distributed by the Company or another Person) with respect to or in exchange for
the Common Stock, then, upon exercise of this Warrant, the Holder shall have the
right to receive the kind and amount of cash, stock, other securities or assets
receivable upon such Reorganization Event by a holder of the number of shares of
the Common Stock that such holder would have been entitled to receive upon
exercise of this Warrant had this Warrant been exercised immediately before such
Reorganization Event, subject to adjustments that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 2(a). The
Company shall not enter into any of the transactions referred to in this Section
2(a)(iii) unless effective provision shall be made so as to give effect to the
provisions set forth in this Section 2(a)(iii).

                             (iv) Carryover. Notwithstanding any other
provision of this Section 2(a), no adjustment shall be made to the number of
shares of either Common Stock to be delivered to the Holder (or to the Exercise
Price) if such adjustment represents less than .05% of the number of shares to
be so delivered, but any lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment that together
with any adjustments so carried forward shall amount to .05% or more of the
number of shares to be so delivered.

                             (v) Exercise Price Adjustment.

                                 (i) Whenever the Number Issuable upon the
exercise of the Warrant is adjusted as provided pursuant to this Section 2(a),
the Exercise Price per share payable upon the exercise of this Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the Number Issuable upon the
exercise of the Warrant immediately prior to such adjustment, and of which the
denominator shall be the Number Issuable

<PAGE>
                                                                               5


immediately thereafter; provided, however, that the Exercise Price for each
Share of the Common Stock shall in no event be less than the par value of a
share of such Common Stock.

                                 (ii) If the price at which the Next Round
Securities are convertible into shares of Common Stock is adjusted pursuant to
documents that create and define the Next Round Securities, then the Exercise
Price of the Warrants shall be adjusted accordingly provided that there should
be no duplication of adjustments.

                         (b) Notice of Adjustment. Whenever the Number Issuable
or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by first class mail, postage prepaid, to the Holder, notice of
such adjustment or adjustments setting forth the Number Issuable and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

                  Section 3. No Redemption. The Company shall not have any right
to redeem any of the Warrants evidenced hereby.

                  Section 4. Notice of Certain Events. In case at any time or
from time to time (i) the Company shall declare any dividend or any other
distribution to the holders of Common Stock, (ii) the Company shall authorize
the granting to the holders of Common Stock of rights or warrants to subscribe
for or purchase any additional shares of stock of any class or any other right,
(iii) the Company shall authorize the issuance or sale of any other shares or
rights which would result in an adjustment to the Number Issuable pursuant to
Section 2(a)(i), (ii), or (iii), or (iv) there shall be any capital
reorganization or reclassification of Common Stock of the Company or
consolidation or merger of the Company with or into another Person, or any sale
or other disposition of all or substantially all the assets of the Company, or
(v) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, in any one or more of such cases the Company
shall mail to the Holder at such Holder's address as it appears on the transfer
books of the Company, as promptly as practicable but in any event at least 10
days prior to the date on which the transactions contemplated in Section
2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights or warrants or,
if a record is not to be taken, the date as of which the holders of record of
either Common Stock to be entitled to such dividend, distribution, rights or
warrants are to be determined, or (b) the date on which such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective. Such notice also shall specify the date as of
which it is expected that the holders of record of the Common Stock shall be
entitled to exchange the Common Stock for shares of stock or other securities or
property or cash deliverable upon such reorganization, reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

                  Section 5. Certain Covenants. The Company covenants and agrees
that all shares of Capital Stock of the Company which may be issued upon the
exercise of

<PAGE>
                                                                               6


the Warrants evidenced hereby will be duly authorized, validly issued and fully
paid and nonassessable. The Company shall at all times reserve and keep
available for issuance upon the exercise of the Warrants, such number of its
authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the exercise of all outstanding Warrants, and shall take
all action required to increase the authorized number of shares of Common Stock
if at any time there shall be insufficient authorized but unissued shares of
Common Stock to permit such reservation or to permit the exercise of all
outstanding Warrants.

                  Section 6. Registered Holder. The persons in whose names this
Warrant Certificate is registered shall be deemed the owner hereof and of the
Warrants evidenced hereby for all purposes. The registered Holder of this
Warrant Certificate, in their capacity as such, shall not be entitled to any
rights whatsoever as a stockholder of the Company, except as herein provided.

                  Section 7. Transfer of Warrants. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered Holder hereof, at the
principal executive office of the Company in the United States of America,
together with an appropriate investment letter and opinion of counsel, if deemed
reasonably necessary by counsel to the Company to assure compliance with
applicable securities laws. Thereupon, the Company shall issue in the name or
names specified by the registered Holder hereof and, in the event of a partial
transfer, in the name of the registered Holder hereof, a new Warrant Certificate
or Certificates evidencing the right to purchase such number of shares of Common
Stock as shall be equal to the number of shares of Common Stock then purchasable
hereunder.

                  Section 8. Denominations. The Company covenants that it will,
at its expense, promptly upon surrender of this Warrant Certificate at the
principal executive office of the Company in the United States of America,
execute and deliver to the registered Holder hereof a new Warrant Certificate or
Certificates in denominations specified by such Holder for an aggregate number
of Warrants equal to the number of Warrants evidenced by this Warrant
Certificate.

                  Section 9. Replacement of Warrants. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (in the case of
an insurance company or other institutional investor, its own unsecured
indemnity agreement shall be deemed to be reasonably satisfactory), or, in the
case of mutilation, upon surrender and cancellation thereof, the Company will
issue a new Warrant Certificate of like tenor for a number of Warrants equal to
the number of Warrants evidenced by this Warrant Certificate.

                  Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAWS OF THE

<PAGE>
                                                                               7


STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE.

                  Section 11. Rights Inure to Registered Holder. The Warrants
evidenced by this Warrant Certificate will inure to the benefit of and be
binding upon the registered Holder thereof and the Company and their respective
successors and permitted assigns. Nothing in this Warrant Certificate shall be
construed to give to any Person other than the Company and the registered Holder
thereof any legal or equitable right, remedy or claim under this Warrant
Certificate, and this Warrant Certificate shall be for the sole and exclusive
benefit of the Company and such registered Holder. Nothing in this Warrant
Certificate shall be construed to give the registered Holder hereof any rights
as a Holder of shares of either Common Stock until such time, if any, as the
Warrants evidenced by this Warrant Certificate are exercised in accordance with
the provisions hereof.

                  Section 12. Definitions. For the purposes of this Warrant
Certificate, the following terms shall have the meanings indicated below:

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the City of New York, New York are
authorized or required by law or executive order to close.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock (or equivalent ownership interests in a Person not a
corporation) whether now outstanding or hereafter issued, including, without
limitation, all Next Round Securities or Series A Preferred Shares and any
rights, warrants or options to purchase such Person's capital stock.

                  "Common Stock" shall mean the common stock of the Company.

                  "Market Price" shall mean, per share of Common Stock, on any
date specified herein: (a) if the Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security, the average of the closing bid and ask price of the
Common Stock on such date; or (b) if there shall have been no trading on such
date or if the Common Stock is not so designated, the average of the reported
closing bid and asked price of the Common Stock, on such date as shown by NASDAQ
and reported by any member firm of the NYSE selected by the Company; or (c) if
neither (a) nor (b) is applicable, the Fair Market Value per share determined in
good faith by the Board of Directors of the Company which shall be deemed to be
Fair Market Value unless holders of at least 15% of Common Stock issued or
issuable upon exercise of the Warrants request that the Company obtain an
opinion of a nationally recognized investment banking firm chosen by the Company
(who shall bear the expense) and reasonably acceptable to such requesting
holders of the Warrants, in which event the Fair Market Value shall be as
determined by such investment banking firm.


<PAGE>
                                                                               8


                  "Next Round Financing" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Next Round Securities" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Note and Warrant Purchase Agreement" shall mean that certain
note and warrant purchase agreement between the Company, the Holder and
___________ dated May __, 2000 as the same may be amended from time to time in
accordance with its terms.

                  "NYSE" shall mean the New York Stock Exchange, Inc.

                  "Person" shall mean any individual, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.

                  Section 10. Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
courier services or personal delivery, (a) if to the Holder of a Warrant, at
such Holder's last known address appearing on the books of the Company; and (b)
if to the Company, at its principal executive office in the United States
located at the address designated for notices in the Note and Warrant Purchase
Agreement, or such other address as shall have been furnished to the party given
or making such notice, demand or other communication. All such notices and
communications shall be deemed to have been duly given: (i) when delivered by
hand, if personally delivered; (ii) when delivered to a courier if delivered by
commercial overnight courier service; and (iii) five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed as of the Issue Date.

                                      BLUEFLY, INC.


                                      By:
                                         --------------------------------
                                          Name:
                                          Title:





<PAGE>
                                                                               9


                            [Form of Assignment Form]

                  [To be executed upon assignment of Warrants]

                  The undersigned hereby assigns and transfers this Warrant
Certificate to ___________________ whose Social Security Number or Tax ID Number
is _________________ and whose record address is ______________________________,
and irrevocably appoints ________________ as agent to transfer this security on
the books of the Company. Such agent may substitute another to act for such
agent.

                                                 Signature:


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


                                                 Signature Guarantee:


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




Date:
     -----------------------------



<PAGE>
                                                                  EXHIBIT A-2 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                                  BLUEFLY, INC.

                             SENIOR CONVERTIBLE NOTE


$________________
New York, New York                                                 May __, 2000

                  FOR VALUE RECEIVED, the undersigned, BLUEFLY, INC., a New York
corporation (the "Payor" or the "Company"), promises to pay to the order of
_________ or its registered assign (the "Payee"), the principal sum of _________
DOLLARS ($_________) and interest on the outstanding principal balance as set
forth herein.

                  1. Securities Purchase Agreement. This Senior Convertible Note
is the Senior Convertible Note issued pursuant to the Note and Warrant Purchase
Agreement, dated as of May __, 2000, among the Payor, the Payee and _________
(the "Securities Purchase Agreement"). The Payee is entitled to the benefits of
(and subject to the obligations expressly contained in) this Senior Convertible
Note and the Securities Purchase Agreement and may enforce the agreements of the
Payor contained herein and therein and exercise the remedies provided for hereby
and thereby or otherwise available in respect hereto and thereto. Capitalized
terms used herein without definition shall have the meaning ascribed to such
terms in the Securities Purchase Agreement.

                  2. Interest Rate; Payment.

                     (a) The outstanding principal balance of this Senior
Convertible Note shall bear interest at an annual rate equal to 8% per annum,
with interest accruing, from and including the date hereof, on a cumulative,
compounding basis. Interest shall be computed on the basis of a 365- or 366-day
year, as the case may be, and the actual number of days elapsed, and shall be
payable only upon repayment of the principal on any Repayment Date (as defined
below).

                     (b) The outstanding balance of any amount owed under this
Senior Convertible Note which is not paid when due shall bear interest at the
rate of 2% per annum (the "Default Interest") above the rate that would
otherwise be in effect under

<PAGE>
                                                                               2


this Senior Convertible Note with the Default Interest accruing, from and
including such due date, on a cumulative, compounding basis.

                     (c) The outstanding principal and all accrued and unpaid
interest shall be paid in full no later than January 2, 2002 (the "Maturity
Date"), unless repaid earlier pursuant to the provisions of Section 3 (the date
of any payment pursuant to Section 3 and the Maturity Date, collectively
referred to as a "Repayment Date"). On a Repayment Date, the Payor shall pay the
applicable amount of principal and interest in lawful money of the United States
of America by wire or bank transfer of immediately available funds to an account
designated by the Payee in writing from time to time.

                  (3) Prepayment.

                      (a) Mandatory Prepayment.

                          (i) Upon the occurrence of an Event of Default (as
defined in Section 5), the outstanding principal of and all accrued interest on
this Senior Convertible Note shall be accelerated and shall automatically become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are expressly waived by the Payor, notwithstanding
anything contained herein to the contrary.

                          (ii) The Payee shall, at its sole option, have the
right to require the Payor to pay the outstanding principal of and all accrued
interest on this Senior Convertible Note upon the occurrence of any of the
following events: (1) Payor entering into an agreement to effectuate any sale or
other disposition of all or substantially all of its assets, in one transaction
or in a series of transactions, (2) the Company entering into an agreement to
effectuate any consolidation or merger into another entity, or (3) any sale of a
majority of the outstanding equity of the Company (or any other event that
constitutes a Change of Control of the Payor), in one transaction or in a series
of transactions. Immediately upon the occurrence of either of the events set
forth in clauses (1) or (2) above, or immediately upon obtaining knowledge that
any person has entered into an agreement to effectuate, the event set forth in
clause (3) above, the Payor shall give written notice of such event to the
Payee. Change of Control means any Person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) other than a Principal Shareholder,
becoming the beneficial owner, directly or indirectly, of outstanding shares of
stock of the Company entitling such Person or Persons to exercise 50% or more of
the total votes entitled to be cast at a regular or special meeting, or by
action by written consent, of the stockholders of the Company in the election of
directors (the term "beneficial owner" shall be determined in accordance with
Rule 13d-3 of the Exchange Act).

                          (iii) Any mandatory prepayment under this Section 3(a)
shall include payment of reasonable costs and expenses, if any, associated with
such prepayment.


<PAGE>
                                                                               3


                      (b) Optional Prepayment. The Payor may prepay all or
any portion of this Senior Convertible Note, at any time, by paying an amount
equal to the outstanding principal amount of this Senior Convertible Note, or
the portion of this Senior Convertible Note called for prepayment, together with
interest accrued and unpaid thereon to the date of prepayment and any other
amounts due under this Senior Convertible Note and the Securities Purchase
Agreement, without penalty or premium.

                  4. Mandatory Conversion.

                     (a) This Senior Convertible Note plus interest accrued and
unpaid thereon shall be automatically converted simultaneously with the Next
Round Financing (the "Triggering Event') into that number of fully paid and
non-assessable Next Round Securities which is equal to the quotient obtained by
dividing the then outstanding principal amount of this Senior Convertible Note
plus interest accrued and unpaid thereon to the date of conversion by the price
per Next Round Security paid in the Next Round Financing.

                     (b) Promptly after the Triggering Event the Company shall
deliver or cause to be delivered to the holder of this Senior Convertible Note a
certificate or certificates representing the number of fully paid and
non-assessable shares of Next Round Securities into which this Senior
Convertible Note may be converted. Such conversion shall be deemed to have been
made simultaneously with the conclusion of the Next Round Financing, so that the
rights of the holder as a holder of this Senior Convertible Note shall cease
with respect to this Senior Convertible Note at such time (including, without
limitation, the right to receive the principal of this Senior Convertible Note
other than in the form of Next Round Securities), interest shall cease to accrue
hereon and the person or persons entitled to receive the Next Round Securities
deliverable upon conversion of this Senior Convertible Note shall be treated for
all purposes as having become the record holders of such Next Round Securities
at such time, and such conversion shall be at the conversion rate in effect at
such time.

                     (c) The Company covenants that it will at all times reserve
and keep available out of its authorized Next Round Securities (at such time as
such Securities are authorized) solely for the purpose of issue or delivery upon
conversion of this Senior Convertible Note as herein provided, such number of
Next Round Securities as shall then be issuable or deliverable upon the
conversion of this Senior Convertible Note. The Company covenants that all Next
Round Securities which shall be so issuable or deliverable shall, when issued or
delivered, be duly and validly issued and fully paid and non-assessable.

                  5. Events of Default. An "Event of Default" shall occur if:

                     (a) the Payor shall default in the payment of the principal
of or interest payable on this Senior Convertible Note, when and as the same
shall become due and payable, whether at maturity or at a date fixed for
prepayment or by acceleration or otherwise and such default with respect to the
payment of interest shall continue unremedied for two days;
<PAGE>
                                                                               4


                     (b) the Payor shall fail to observe or perform any covenant
or agreement contained in this Senior Convertible Note, the Securities Purchase
Agreement or the Warrants and such failure shall continue for five business days
after Payor receives notice of such failure;

                     (c) any representation, warranty, certification or
statement made by or on behalf of the Payor in this Senior Convertible Note or
the Securities Purchase Agreement or in any certificate, writing or other
document delivered pursuant hereto shall prove to have been incorrect in any
material respect when made;

                     (d) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(A) relief in respect of Payor or of a substantial part of Payor's respective
property or assets, under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law (any such law, a "Bankruptcy Law"), (B) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a substantial part of the property or assets of any Payor,
(C) the winding up or liquidation of any Payor; and such proceeding or petition
shall continue undismissed for 60 days, or an order or decree approving or
ordering any of the foregoing shall be entered;

                     (e) the Payor shall (A) voluntarily commence any proceeding
or file any petition seeking relief under a Bankruptcy Law, (B) consent to the
institution of or the entry of an order for relief against it, or fail to
contest in a timely and appropriate manner, any proceeding or the filing of any
petition described in clause d, (C) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
a substantial part of the property or assets of the Payor, (D) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (E) make a general assignment for the benefit of creditors, (F)
become unable, admit in writing its inability or fail generally to pay its debts
as they become due or (G) take any action for the purpose of effecting any of
the foregoing;

                     (f) one or more judgments or orders for the payment of
money in excess of $250,000 in the aggregate shall be rendered against the Payor
and such judgment(s) or order(s) shall continue unsatisfied and unstayed for a
period of 30 days;

                     (g) the Payor shall default in the payment of any
principal, interest or premium, or any observance or performance of any
covenants or agreements, with respect to indebtedness (excluding trade payables
and other indebtedness entered into in the ordinary course of business) in
excess of $50,000 in the aggregate for borrowed money or any obligation which is
the substantive equivalent thereof and such default shall continue for more than
the period of grace, if any, or of any such Indebtedness or obligation shall be
declared due and payable prior to the stated maturity thereof;

                     (h) the Payor shall incur any indebtedness senior to this
Senior Convertible Note; or
<PAGE>
                                                                               5


                     (i) any material provisions of this Senior Convertible
Note, the Securities Purchase Agreement, or the Warrants shall terminate or
become void or unenforceable or the Payor shall so assert in writing.

                  6. Senior Status. The indebtedness evidenced by this Senior
Convertible Note is senior in right of payment to all other indebtedness of the
Payor and Payor agrees not to incur any indebtedness, which by its terms is
senior in right of payment to this Senior Convertible Note.

                  7. Suits for Enforcement.

                     (a) Upon the occurrence of any one or more Events of
Default, the holder of this Senior Convertible Note may proceed to protect and
enforce its rights by suit in equity, action at law or by other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in the Securities Purchase Agreement or in aid of the exercise of any
power granted in this Senior Convertible Note, or may proceed to enforce the
payment of this Senior Convertible Note, or to enforce any other legal or
equitable right it may have as a holder of this Senior Convertible Note.

                     (b) The holder of this Senior Convertible Note may direct
the time, method and place of conducting any proceeding for any remedy available
to itself.

                     (c) In case of any Event of Default under the Securities
Purchase Agreement, the Payor will pay to the holder of this Senior Convertible
Note such amounts as shall be sufficient to cover the reasonable costs and
expenses of such holder due to such Event of Default, including without
limitation, costs of collection and reasonable fees, disbursements and other
charges of counsel incurred in connection with any action in which the holder
prevails.

                  8. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner and to the
addresses set forth in Section 11.2 of the Securities Purchase Agreement.

                  9. Successors and Assigns. This Senior Convertible Note shall
inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto. The Payor may not assign any of its rights under this
Senior Convertible Note without the prior written consent of Payee. The Payee
may assign all or a portion of their rights or obligations under this Senior
Convertible Note to an Affiliate without the prior written consent of the Payor.

                  10. Amendment and Waiver.

                      (a) No failure or delay on the part of the Payor or Payee
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Payor or
Payee at law, in equity or otherwise.


<PAGE>
                                                                               6


                      (b) Any amendment, supplement or modification of or to any
provision of this Senior Convertible Note, any waiver of any provision of this
Senior Convertible Note and any consent to any departure by the Payor from the
terms of any provision of this Senior Convertible Note, shall be effective (i)
only if it is made or given in writing and signed by the Payor and the Payee and
(ii) only in the specific instance and for the specific purpose for which made
or given.

                  11. Headings. The headings in this Senior Convertible Note are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  12. GOVERNING LAW. THIS SENIOR CONVERTIBLE NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

                  13. Costs and Expenses. The Payor hereby agrees to pay on
demand all reasonable out-of-pocket costs, fees, expenses, disbursements and
other charges (including but not limited to the fees, expenses, disbursements
and other charges of Paul, Weiss, Rifkind, Wharton & Garrison, special counsel
to the Payee) of the Payee arising in connection with any consent or waiver
granted or requested hereunder or in connection herewith, and any renegotiation,
amendment, work-out or settlements of this Senior Convertible Note or the
indebtedness arising hereunder.

                  14. Waiver of Jury Trial and Setoff. The Payor hereby waives
trial by jury in any litigation in any court with respect to, in connection
with, or arising out of this Senior Convertible Note or any instrument or
document delivered pursuant to this Senior Convertible Note, or the validity,
protection, interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising, between any Payor and the Payee; and the
Payor hereby waives the right to interpose any setoff or counterclaim or
cross-claim in connection with any such litigation, irrespective of the nature
of such setoff, counterclaim or cross-claim except to the extent that the
failure so to assert any such setoff, counterclaim or cross-claim would
permanently preclude the prosecution of the same.

                  15. Consent to Jurisdiction. The Payor hereby irrevocably
consents to the nonexclusive jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or relating to this Senior Convertible Note or any
document or instrument delivered pursuant to this Agreement.

                  16. Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.
<PAGE>
                                                                               7


                  17. Entire Agreement. This Senior Convertible Note, the
Warrants and the Securities Purchase Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter hereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein. This Senior
Convertible Note supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

                  18. Further Assurances. The Payor shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any governmental authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Senior Convertible Note.

                                                 BLUEFLY, INC.


                                                 By:
                                                    ---------------------------
                                                     Name:
                                                     Title:





<PAGE>


                                                                    Schedule 3.4


                                                                    SCHEDULE 2.2



                            SHARES AND PURCHASE PRICE



                                         Purchase Price and Aggregate
                                          Principal Amount of Senior
             Purchaser                         Convertible Note
------------------------------------     ----------------------------

Quantum Industrial Partners LDC               $       2,904,800

SFM Domestic Investments LLC                  $          95,100

TOTAL                                         $    3,000,000.00





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>NOTE AND WARRANT PURCHASE AGREEMENT
<TEXT>

<PAGE>



                       NOTE AND WARRANT PURCHASE AGREEMENT



                                      among



                                 BLUEFLY, INC.,


                         QUANTUM INDUSTRIAL PARTNERS LDC


                                       and


                          SFM DOMESTIC INVESTMENTS LLC










                              Dated: June 28, 2000




<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Section 1.        DEFINITIONS.................................................2
    1.1           Definitions.  ..............................................2
    1.2           Note Purchase Agreement.....................................2
    1.3           Other Definitions...........................................2

Section 2.        PURCHASE AND SALE OF THE SECURITIES.........................3
    2.1           Closing.....................................................3
    2.2           Transactions at the Closing.................................3

Section 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............3

Section 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS............5

Section 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE.....5
    5.1           Representations and Warranties..............................5
    5.2           Compliance with this Agreement..............................5
    5.3           Securities..................................................5
    5.4           Consents and Approvals......................................5

Section 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE........6
    6.1           Representations and Warranties..............................6
    6.2           Compliance with this Agreement..............................6
    6.3           Consents and Approvals......................................6
    6.4           Payment of Purchase Price...................................6

Section 7.        COVENANTS...................................................6
    7.1           Covenants of the Company....................................6
    7.2           Mutual Covenants. ..........................................7

Section 8.        INDEMNIFICATION.............................................7

Section 9.        REGISTRATION RIGHTS.........................................8

Section 10.       TERMINATION OF AGREEMENT....................................8
   10.1           Termination.................................................8
   10.2           Survival....................................................8

Section 11.       MISCELLANEOUS...............................................9
   11.1           Survival of Representations, Warranties and Covenants.......9


                                       i
<PAGE>

                                                                           Page
                                                                           ----
   11.2           Notices.....................................................9
   11.3           Successors and Assigns......................................9
   11.4           Amendment and Waiver........................................9
   11.5           Counterparts................................................9
   11.6           Headings....................................................9
   11.7           GOVERNING LAW..............................................10
   11.8           Severability...............................................10
   11.9           Rules of Construction......................................10
   11.10          Entire Agreement...........................................10
   11.11          Fees.......................................................10
   11.12          Publicity; Confidentiality.................................10
   11.13          Further Assurances.........................................10


EXHIBITS
--------
A-1      Form of Warrant
A-2      Form of Senior Convertible Note


SCHEDULES
---------
3        Capitalization

                                       ii


<PAGE>





                       NOTE AND WARRANT PURCHASE AGREEMENT

                  NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement"), dated
as of June 28, 2000, by and among Bluefly, Inc., a New York corporation (the
"Company"), and the purchasers listed on Schedule 1 hereto (the "Purchasers").

                  WHEREAS, pursuant to an Investment Agreement dated as of July
27, 1999, by and among the Company, the Purchasers, The Lynch Foundation, Peter
Lynch and Pilot Domestic Trust (the "Investment Agreement"), each of the
Purchasers has invested in shares of the Company's Series A Preferred Stock;

                  WHEREAS, pursuant to a Note and Warrant Purchase Agreement,
dated as of March 28, 2000, by and among the Company and the Purchasers (the
"Note Purchase Agreement"), the Purchasers, jointly but not severally, committed
(the "Standby Commitment") to provide to the Company up to an aggregate of
$12,000,000 (the "Commitment Amount") at any time prior to January 1, 2001 in
one or more tranches as requested by the Company;

                  WHEREAS, pursuant to a Note and Warrant Purchase Agreement,
dated as of May 16, 2000, by and among the Company and the Purchasers (the
"Second Note Purchase Agreement"), the Purchasers purchased and the Company sold
senior convertible notes in the aggregate amount of $3,000,000;

                  WHEREAS, the Company wishes to draw, and the Purchasers wish
to provide the Company with an additional $3,000,000 from the Commitment Amount
(the "Second Draw");

                  WHEREAS, in connection with the Second Draw the Company wishes
to sell to each Purchaser, and each Purchaser wishes to purchase from the
Company: (i) a senior convertible promissory note, in the aggregate principal
amount set forth opposite such Purchaser's name on Schedule 2.2 hereto, having
the terms and conditions set forth in the form of Note attached hereto as
Exhibit A-1 (the "Senior Convertible Notes") and (ii) a warrant (the "Warrants"
and, together with the Senior Convertible Notes, the "Securities") having the
terms and conditions set forth in the form of Warrant attached hereto as Exhibit
A-2; and

                  NOW, THEREFORE, in consideration of the mutual terms and
conditions herein contained, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

<PAGE>
                                                                               2


SECTION 1.        DEFINITIONS

                  1.1 Definitions. As used in this Agreement, the following
definitions shall apply:

                  "Certificate of Incorporation" means the Certificate of
Incorporation of the Company, as the same was amended pursuant to Section 5.6 of
the Investment Agreement and as in effect on the Closing Date.

                  "Material Adverse Effect" means a circumstance, fact, change,
development or effect (i) that could or could reasonably be expected to have a
materially adverse effect on the properties, results of operations, business,
domestic prospects or condition (financial or otherwise) of the Company taken as
a whole, or (ii) that adversely effects the ability of the Company to consummate
the transactions contemplated by this Agreement in any material respect or
impairs or delays the ability of the Company to effect the Closing.

                  "Next Round Financing" means the closing of a private
placement of Next Round Securities which results in gross proceeds to the
Company of $10 million in one or more tranches.

                  "Next Round Securities" means the Company's Common Stock or
securities convertible into or exercisable for the Company's Common Stock in the
Next Round Financing.

                  "Transaction Documents" means collectively, this Agreement
(including the schedules attached hereto), the Senior Convertible Notes and the
Warrants.

                  1.2 Note Purchase Agreement. Capitalized terms not otherwise
defined herein shall have the meanings set forth for such terms in the Note
Purchase Agreement.

                  1.3 Other Definitions. The following terms are defined in the
section referred to opposite such term.

Term                                                 Section

Agreement                                            Recitals
Closing                                              2.1
Closing Date                                         2.1
Commitment Amount                                    Recitals
Draw                                                 Recitals
Investment Agreement                                 Recitals
Note Purchase Agreement                              Recitals
Purchase Price                                       2.2
Purchasers                                           Recitals

<PAGE>
                                                                               3


Securities                                           Recitals
Senior Convertible Notes                             Recitals
Standby Commitment                                   Recitals
Warrants                                             Recitals

SECTION 2.        PURCHASE AND SALE OF THE SECURITIES

                  2.1 Closing. Subject to the terms and conditions of this
Agreement, the closing of the sale and purchase of the Securities (the
"Closing") shall take place at the offices of Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064 on the date
hereof or on such other date and time as the Purchasers and the Company may
mutually agree (the "Closing Date").

                  2.2 Transactions at the Closing. At the Closing, subject to
the terms and conditions of this Agreement, each of the Purchasers severally
(and not jointly) shall purchase and acquire from the Company, and the Company
shall issue and sell to the Purchasers, Senior Convertible Notes and Warrants
for an aggregate purchase price of $3,000,000 (the "Purchase Price"). At the
Closing, the Company shall deliver to each Purchaser a duly executed Senior
Convertible Note, in the aggregate principal amount set forth opposite such
Purchaser's name on Schedule 2.2 hereto, and a duly executed Warrant to purchase
the amount of shares of Next Round Securities as set forth in the Warrant, each
registered in the name of such Purchaser or its nominees, with appropriate issue
stamps, if any, affixed at the expense of the Company, free and clear of any
Lien, against payment by each Purchaser of the portion of the Purchase Price
payable in respect thereof as set forth opposite such Purchaser's name on
Schedule 2.2 hereto by wire transfer of immediately available funds to an
account designated by the Company.

                      (a) Standby Commitment. Upon payment of the Purchase
Price and the delivery of the Securities, the Commitment Amount shall be reduced
to $6,000,000, which may be drawn and/or reduced by the Company as provided in
the Note Purchase Agreement.

SECTION 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company hereby represents and warrants to each Purchaser
that the representations and warranties of the Company contained in Section 3 of
the Note Agreement are true and correct in all material respects as of the date
hereof and as of the Closing Date as if made at and on such dates, except that
(i) the references therein to Section 2.1 are hereby amended to refer to Section
1.1 and (ii) the representations of the Company at Section 3(d) of the Note
Purchase Agreement are reaffirmed as follows:

                  Capitalization. As of the date hereof, the issued and
outstanding capital stock of the Company consists of 4,924,906 shares of Common
Stock and 500,000 shares of Series A Preferred Stock. As of the Closing Date,
the authorized capital stock of the Company will consist of 15,000,000 shares of
Common Stock (of which 50,000 shares shall have been reserved for the Purchasers
in connection with the transactions

<PAGE>
                                                                               4


contemplated hereby) and 2,000,000 shares of Preferred Stock, $.01 par value, of
which 500,000 shares shall have been designated Series A Preferred Stock. As of
the first closing of the Next Round, sufficient numbers of shares of Next Round
Securities and, as appropriate, of shares of Common Stock into which such shares
of Next Round Securities are convertible or for which they are exercisable,
shall be authorized and reserved as required by the documents to be negotiated
in connection with the Next Round and as necessary to permit conversion of the
maximum amount then potentially payable by the Company under the Senior
Convertible Notes into Next Round Securities.

                  All such shares of Capital Stock of the Company are or shall
have been duly authorized and (a) in the case of shares of Common Stock or Next
Round Securities issued upon conversion of the Senior Convertible Notes or
exercise of the Warrants, shall be fully paid and non-assessable upon such
conversion, and (b) in the case of shares of Common Stock issued upon
conversion, exchange, and/or exercise of such Next Round Securities, shall be
fully paid and non-assessable upon the conversion, exchange, or payment of the
exercise price contemplated by the Next Round Securities.

                  Except as set forth in Schedule 3 of this Agreement, as
contemplated by the Investment Agreement, the Note Purchase Agreement, the
Second Note Purchase Agreement, or this Agreement, there are no shares of
capital stock of the Company reserved for issuance. Except for (a) the Warrants,
(b) the Senior Convertible Notes, (c) the warrants issued pursuant to the Note
Purchase Agreement, (d) the Senior Convertible Notes issued pursuant to the Note
Purchase Agreement, (e) the Warrants issued pursuant to the Second Note Purchase
Agreement; (f) the Senior Convertible Notes issued pursuant to the Second Notes
Purchase Agreement; (g) the Next Round Securities (including those into which
the Senior Convertible Notes are convertible), (h) the Series A Preferred, and
(i) as set forth in Schedule 3 of this Agreement, there are no options, warrants
or other rights to purchase shares of Capital Stock or other securities of the
Company or any of its Subsidiaries, or securities convertible into or
exercisable for shares of Capital Stock or other securities of the Company or
any of its Subsidiaries. Except as set forth in Schedule 3 to this Agreement, as
required by the Transaction Documents (as such term is defined in the Note
Purchase Agreement), or as required by the Transaction Documents (as such term
is defined in this Agreement), neither the Company nor any Subsidiary is
obligated in any manner to issue shares of its Capital Stock or other
securities. Except as contemplated hereby and for relevant state and federal
securities laws, there are no restrictions on each Purchaser's ability to
transfer shares of Capital Stock of the Company.

                  The warrant issued to Quantum Industrial Partners LDC in
connection with the Note Purchase Agreement is exercisable for 169,452.5 shares
of Common Stock and the warrant issued to SFM Domestic Investments LLC are
exercisable for 5,547.5 shares of Common Stock.


<PAGE>
                                                                               5


SECTION 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each of the Purchasers hereby represents and warrants
(severally as to itself and not jointly) to the Company that the representations
and warranties of such Purchaser contained in Section 4 of the Note Purchase
Agreement are true and correct in all material respects as of the date hereof
and as of the Closing Date as if made at and on such dates, except that the
references therein to Section 2.1 are hereby amended to refer to Section 1.1.

SECTION 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE

                  The obligation of the Purchasers to purchase the Securities
and to pay the Purchase Price, and to perform any obligations hereunder shall be
subject to the satisfaction as determined by, or waiver by, the Purchasers of
the following conditions on or before the Closing Date:

                  5.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 3 hereof shall be true and
correct in all material respects at and on the Closing Date as if made at and on
such date, except to the extent that any representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty is
true and correct as of such date and any variance in such representation and
warranty following such date may only be the result of activities or
transactions which have taken place after the date hereof and which are
contemplated by this Agreement.

                  5.2 Compliance with this Agreement. The Company shall have
performed and complied in all material respects with all of its agreements and
conditions set forth herein that are required to be performed or complied with
by the Company as of the Closing Date.

                  5.3 Securities. At the Closing, the Company shall have
delivered to each of the Purchasers a Senior Convertible Note and a Warrant
pursuant to Section 2.2 hereof.

                  5.4 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with Governmental
Authorities and other Persons in respect of all Requirements of Law and with
respect to those Contractual Obligations of the Company which are necessary or
required in connection with the execution, delivery or performance (including
the issuance of the Senior Convertible Notes, and any Shares of Common Stock
issuable upon exercise of the Warrants) by, or enforcement against, the Company
of this Agreement (other than the Next Round Financing or the drawdown of the
Standby Commitment) and each of the other Transaction Documents shall have been
obtained and be in full force and effect, except for consents, exceptions,
authorizations or other actions which would not have a

<PAGE>
                                                                               6


Material Adverse Effect, and each of the Purchasers shall have been furnished
with appropriate evidence thereof.

SECTION 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE

                  The obligations of the Company to issue and sell the Senior
Convertible Notes and the Warrants and to perform its other obligations
hereunder, shall be subject to the satisfaction as determined by, or waiver by,
the Company of the following conditions on or before the Closing Date:

                  6.1 Representations and Warranties. The representations and
warranties of the Purchasers contained in Section 4 hereof shall be true and
correct at and on the Closing Date as if made at and on such date, except to the
extent that any representation and warranty expressly speaks as of an earlier
date, in which case such representation and warranty is true and correct as of
such date and any variance in such representation and warranty following such
date may only be the result of activities or transactions which have taken place
after the date hereof and which are contemplated by this Agreement.

                  6.2 Compliance with this Agreement. The Purchasers shall have
performed and complied in all material respects with all of their agreements and
conditions set forth herein that are required to be performed or complied with
by the Purchasers on or before the Closing Date.

                  6.3 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons in respect of all Requirements of Law
and with respect to those Contractual Obligations of the Purchasers which are
necessary or required in connection with the execution, delivery or performance
(including the purchase of the Senior Convertible Notes and the Warrants, but
excluding the conversion of the Senior Convertible Notes, the exercise of the
Warrants, and the conversion or exercise of the Next Round Securities) by, or
enforcement against, the Purchasers of this Agreement shall have been obtained
and be in full force and effect, and the Company shall have been furnished with
appropriate evidence thereof.

                  6.4 Payment of Purchase Price. The Company shall have received
the Purchase Price.

SECTION 7.        COVENANTS

                  7.1 Covenants of the Company. The Company hereby covenants and
agrees with the Purchasers with respect to this Section 7, so long as they hold
any Capital Stock of the Company -- except to the extent that a particular
section of this Section 7 provides for an earlier termination, as follows:


<PAGE>
                                                                               7


                      (a) SEC Filings. From and after the date of this
Agreement, the Company agrees that it will use commercially reasonable efforts
to file with the SEC, within the time periods specified in the SEC's rules and
regulations for as long as they are applicable to the Company, (i) all quarterly
and annual financial information required to be filed with the SEC on Forms
10-QSB and 10-KSB, (ii) all current reports required to be filed with the SEC on
Form 8-K and (iii) any other information required to be filed with the SEC.

                      (b) Reservation of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Capital Stock,
solely for the purpose of issue or delivery upon conversion or exercise of the
Securities and of the conversion or exercise of shares of Capital Stock issued
upon such conversion or exercise, the number of shares of each class of Capital
Stock that are required to be issued upon such conversion or exercise. The
Company shall issue such shares of Capital Stock in accordance with the terms of
this Agreement, the other Transaction Documents and the Certificate of
Incorporation, and otherwise comply with the terms hereof and thereof.

                      (c) Registration and Listing. To the extent the
reservation of any shares of Capital Stock required to be reserved pursuant to
Section 7.2 of this Agreement requires registration with or approval of any
Governmental Authority under any Federal or state or other applicable law before
such shares of Capital Stock may be issued or delivered upon conversion or
exercise, the Company will in good faith and as expeditiously as possible cause
such shares of Capital Stock to be duly registered or approved, as the case may
be. So long as the shares of Common Stock are quoted on the NASDAQ or listed on
any national securities exchange, the Company will, if permitted by the rules of
such system or exchange, quote or list and keep quoted or listed on such system
or exchange, upon official notice of issuance, all shares of Common Stock
issuable or deliverable upon exercise of the Warrants or the conversion or
exchange of Next Round Securities into which the Senior Convertible Notes are
convertible.

                  7.2 Mutual Covenants. The parties agree that the anti-dilution
provision of Section 6(e)(ii) of the Certificate of Amendment of the Certificate
of Incorporation shall not apply as a result of the issuance of the Warrants.

SECTION 8.        INDEMNIFICATION.

                      (a) Except as otherwise provided in this Section 8, the
Company agrees to indemnify, defend and hold harmless each Purchaser and its
Affiliates and their respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all claims, losses, liabilities,
damages, deficiencies, judgements, assessments, fines, settlements, costs or
expenses (including interest, penalties and reasonable fees, disbursements and
other charges of counsel) (collectively, "Losses") based upon, arising out of or
otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement of the Company contained in any
Transaction

<PAGE>
                                                                               8


Document. Notwithstanding the foregoing, the Company's liability pursuant to
this Section 8 shall in no event exceed $15,000,000.

                      (b) Except as otherwise provided in this Section 8, the
Purchasers, severally and not jointly, agree to indemnify, defend and hold
harmless the Company and its respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all Losses based upon, arising out of
or otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement (excluding the Standby
Commitment) of the Purchasers contained in any Transaction Document.
Notwithstanding the foregoing, the Purchasers' liability pursuant to this
Section 8 shall in no event exceed $3,000,000.

SECTION 9.        REGISTRATION RIGHTS.

                      (a) The Company and each of the Purchasers hereby agree
and acknowledge that the shares of Common Stock for which the Warrants are
exercisable and any Common Stock issuable upon the conversion or exchange of the
Next Round Securities are Registrable Securities, as such term is defined in the
Investment Agreement, and that, until the closing of the Next Round, the
provisions of Section 9 of the Investment Agreement shall apply to all Persons
of record holding the Senior Convertible Notes or the Warrants (or any shares of
Registrable Securities issued, directly or indirectly, as a result of a
conversion under a Senior Convertible Note or as a result of an exercise of a
Warrant).

                      (b) Upon completion of the Next Round, the Purchasers
shall have the option to decide whether the registration rights and related
provisions set forth in Section 9 of the Investment Agreement shall apply to the
Warrants or whether the registration rights and related provisions agreed to in
the final documentation negotiated in connection with the Next Round Financing
shall apply.

SECTION 10.       TERMINATION OF AGREEMENT

                  10.1 Termination. For purposes of clarification: (1) the
Company shall have no obligation to issue securities pursuant to the Standby
Commitment and (2) the Purchasers shall have no obligations to fund the Standby
Commitment after the earlier of (i) that date on which the Company has received
from the Purchasers financing proceeds aggregating $15 million and (ii) December
31, 2000.

                  10.2 Survival. If this Agreement is terminated and the
transactions contemplated hereby are not consummated as described above, this
Agreement shall become void and of no further force and effect; provided,
however, that (i) a breaching party shall be liable to the non-breaching party
for damages caused by such breach; (ii) none of the non-breaching parties hereto
shall have any liability in respect of a termination of this Agreement pursuant
to Section 10.1(a) or Section 10.1(b); and

<PAGE>
                                                                               9


provided further, that none of the parties hereto shall have any liability for
speculative or unforeseeable damages resulting from a termination of this
Agreement.

SECTION 11.       MISCELLANEOUS

                  11.1 Survival of Representations, Warranties and Covenants.
The representations and warranties, covenants and agreements contained herein
shall survive for a period of eighteen months following the Closing Date.

                  11.2 Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner set forth in the
Investment Agreement.

                  11.3 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties hereto. Subject to applicable securities laws, each of the Purchasers
may assign any of its rights under this Agreement to any of its Affiliates but
any such assignment shall not relieve any Purchaser from its obligations
hereunder. The Company may not assign any of its rights under this Agreement and
each of the other Transaction Documents, except to a successor-in-interest to
the Company, without the written consent of all of the Purchasers.

                  11.4 Amendment and Waiver.

                      (a) No failure or delay on the part of the Company or the
Purchasers in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.

                      (b) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by the Company or the Purchasers from the terms of
any provision of this Agreement, shall be effective (i) only if it is made or
given in writing and signed by the Company and the Purchasers, and (ii) only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

                  11.5 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  11.6 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


<PAGE>
                                                                              10


                  11.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                  11.8 Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                  11.9 Rules of Construction. Unless the context otherwise
requires, "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Agreement.

                  11.10 Entire Agreement. This Agreement, together with the
exhibits and schedules hereto, and the other Transaction Documents, are intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein, except those set forth in the
Transaction Documents (as such term is defined in the Investment Agreement).

                  11.11 Fees. Upon the Closing, the Company shall reimburse the
Purchasers for their reasonable out-of-pocket expenses (including attorney's
fees, disbursements and other charges) incurred in connection with the
transactions contemplated by this Agreement; provided, however, that the Company
shall not be obligated to reimburse the Purchasers for any reasonable
out-of-pocket expenses in excess of $[ ] in the aggregate.

                  11.12 Publicity; Confidentiality. The provisions of Section
11.12 of the Note Purchase Agreement shall apply with respect to this Agreement
and the transactions contemplated by this Agreement and the Transaction
Documents.

                  11.13 Further Assurances. Each of the parties shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.



<PAGE>
                                                                              11



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective officers hereunto
duly authorized on the date first above written.

                                         BLUEFLY, INC.


                                         By: E. Kenneth Seiff
                                            ---------------------------------
                                             Name:  E. Kenneth Seiff
                                             Title:  Chief Executive Officer


                                         QUANTUM INDUSTRIAL PARTNERS LDC


                                         By: Michael C. Neus
                                            ---------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact


                                         SFM DOMESTIC INVESTMENTS LLC


                                         By: Michael C. Neus
                                            ---------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact




<PAGE>
                                                                  EXHIBIT A-1 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS AND NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.



                                                               WARRANT NO. [___]

                                     WARRANT

                       TO PURCHASE SHARES OF COMMON STOCK

                                       OF

                                  BLUEFLY, INC.


                  THIS IS TO CERTIFY THAT ____________ or its registered assigns
(the "Holder"), is the owner of the right to subscribe for and to purchase from
BLUEFLY, INC., a New York corporation (the "Company"), [____________] (the
"Number Issuable"), fully paid, duly authorized and nonassessable shares of
Common Stock at a price equal to the price at which the Next Round Securities
are convertible into or exchangeable for shares of Common Stock (the "Exercise
Price"), at any time, in whole or in part, from and after the closing of the
Next Round Financing and prior to 5:00 PM New York City time, on May __, 2005
(the "Expiration Date") all on the terms and subject to the conditions
hereinafter set forth (the "Warrants").

                  The Number Issuable is subject to further adjustment from time
to time pursuant to the provisions of Section 2 of this Warrant Certificate.

                  Capitalized terms used herein but not otherwise defined shall
have the meanings given to them in Section 12 hereof.

                  Section 1. Exercise of Warrants.

                         (a) Subject to the last paragraph of this Section 1,
the Warrants evidenced hereby may be exercised, in whole or in part, by the
Holder hereof at any time

<PAGE>
                                                                               2


or from time to time, on or after the date hereof and prior to the Expiration
Date upon delivery to the Company at the principal executive office of the
Company in the United States of America, of (A) this Warrant Certificate, (B) a
written notice stating that such Holder elects to exercise the Warrants
evidenced hereby in accordance with the provisions of this Section 1 and
specifying the number of Warrants being exercised and the name or names in which
the Holder wishes the certificate or certificates for shares of Common Stock to
be issued and (C) payment of the Exercise Price for such Warrants, which shall
be payable by any one or any combination of the following: (i) cash; (ii)
certified or official bank check payable to the order of the Company; (iii) by
the surrender (which surrender shall be evidenced by cancellation of the number
of Warrants represented by any Warrant Certificate presented in connection with
a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by
one or more relevant Warrant Certificates), and without the payment of the
Exercise Price in cash, in return for the delivery to the surrendering Holder of
such number of shares of Common Stock equal to the number of shares of the
Common Stock for which such Warrant is exercisable as of the date of exercise
(if the Exercise Price were being paid in cash or certified or official bank
check) reduced by that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless
Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the
Business Day which immediately precedes the day of exercise of the Warrant; or
(iv) by the delivery of shares of the Common Stock having a value (as defined by
the next sentence) equal to the aggregate Exercise Price to be paid, that are
either held by the Holder or are acquired in connection with such exercise, and
without payment of the Exercise Price in cash. Any share of Common Stock
delivered as payment for the Exercise Price in connection with an In-Kind
Exercise (as defined below) shall be deemed to have a value equal to the Market
Price of one Share of Common Stock on the Business Day which immediately
precedes the day of exercise of the Warrants. An exercise of a Warrant in
accordance with clause (iii) is herein referred to as a "Cashless Exercise" and
an exercise of a Warrant in accordance with clause (iv) is herein referred to as
an "In-Kind Exercise." The documentation and consideration, if any, delivered in
accordance with subsections (A), (B) and (C) are collectively referred to herein
as the "Warrant Exercise Documentation."

                         (b) As promptly as practicable, and in any event within
five (5) Business Days after receipt of the Warrant Exercise Documentation, the
Company shall deliver or cause to be delivered (A) certificates representing the
number of validly issued, fully paid and nonassessable shares of Common Stock
specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu
of any fraction of a share, as hereinafter provided, and (C) if less than the
full number of Warrants evidenced hereby are being exercised or used in a
Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for
the number of Warrants evidenced by this Warrant Certificate, less the number of
Warrants then being exercised and/or used in a Cashless Exercise. Such exercise
shall be deemed to have been made at the close of business on the date of
delivery of the Warrant Exercise Documentation so that the Person entitled to
receive shares of Common

<PAGE>
                                                                               3


Stock upon such exercise shall be treated for all purposes as having become the
record holder of such shares of Common Stock at such time.

                         (c) The Company shall pay all expenses incurred by the
Company in connection with and taxes and other governmental charges (other than
income taxes of the Holder) that may be imposed in respect of, the issue or
delivery of any shares of Common Stock issuable upon the exercise of the
Warrants evidenced hereby. The Company shall not be required, however, to pay
any tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock, as the case may be, in any
name other than that of the registered holder of the Warrant evidenced hereby.

                         (d) In connection with the exercise of any Warrants
evidenced hereby, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Company shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Market Price for one Share of Common Stock on the Business Day which
immediately precedes the day of exercise. If more than one (1) such Warrant
shall be exercised by the holder thereof at the same time, the number of full
shares of Common Stock issuable on such exercise shall be computed on the basis
of the total number of Warrants so exercised.

                  Section 2. Certain Adjustments.

                         (a) The number of shares of Common Stock purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment as follows:

                             (i) Stock Dividends, Subdivision, Combination or
Reclassification of Common Stock. If at any time after the date of the issuance
of this Warrant the Company shall (i) pay a dividend on Common Stock in shares
of its capital stock, (ii) combine its outstanding shares of Common Stock into a
smaller number of shares, (iii) subdivide its outstanding shares of Common Stock
as the case may be, or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, then, on the record date for
such dividend or the effective date of such subdivision or split-up, combination
or reclassification, as the case may be, the number and kind of shares to be
delivered upon exercise of this Warrant will be adjusted so that the Holder will
be entitled to receive the number and kind of shares of capital stock that such
Holder would have owned or been entitled to receive upon or by reason of such
event had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph 2(a)(v).

                             (ii) Extraordinary Distributions. If at any time
after the date of issuance of this Warrant, the Company shall distribute to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the continuing or surviving
corporation and Common Stock is not changed or exchanged) cash, evidences of
indebtedness, securities or other assets

<PAGE>
                                                                               4


(excluding (i) ordinary course cash dividends to the extent such dividends do
not exceed the Company's retained earnings and (ii) dividends payable in shares
of capital stock for which adjustment is made under Section 2(a)(i) or rights,
options or warrants to subscribe for or purchase securities of the Company),
then in each such case the number of shares of Common Stock to be delivered to
such Holder upon exercise of this Warrant shall be increased so that the Holder
thereafter shall be entitled to receive the number of shares of Common Stock
determined by multiplying the number of shares such Holder would have been
entitled to receive immediately before such record date by a fraction, the
denominator of which shall be the Exercise Price on such record date minus the
then fair market value (as reasonably determined by the Board of Directors of
the Company in good faith) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or of such rights or
warrants applicable to one share of the Common Stock (provided that such
denominator shall in no event be less than $.01) and the numerator of which
shall be the Exercise Price.

                             (iii) Reorganization, etc. If at any time after the
date of issuance of this Warrant any consolidation of the Company with or merger
of the Company with or into any other Person (other than a merger or
consolidation in which the Company is the surviving or continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
shares of either Common Stock) or any sale, lease or other transfer of all or
substantially all of the assets of the Company to any other person (each, a
"Reorganization Event"), shall be effected in such a way that the holders of the
Common Stock shall be entitled to receive cash, stock, other securities or
assets (whether such cash, stock, other securities or assets are issued or
distributed by the Company or another Person) with respect to or in exchange for
the Common Stock, then, upon exercise of this Warrant, the Holder shall have the
right to receive the kind and amount of cash, stock, other securities or assets
receivable upon such Reorganization Event by a holder of the number of shares of
the Common Stock that such holder would have been entitled to receive upon
exercise of this Warrant had this Warrant been exercised immediately before such
Reorganization Event, subject to adjustments that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 2(a). The
Company shall not enter into any of the transactions referred to in this Section
2(a)(iii) unless effective provision shall be made so as to give effect to the
provisions set forth in this Section 2(a)(iii).

                             (iv) Carryover. Notwithstanding any other provision
of this Section 2(a), no adjustment shall be made to the number of shares of
either Common Stock to be delivered to the Holder (or to the Exercise Price) if
such adjustment represents less than .05% of the number of shares to be so
delivered, but any lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment that together with
any adjustments so carried forward shall amount to .05% or more of the number of
shares to be so delivered.


<PAGE>
                                                                               5


                             (v) Exercise Price Adjustment.

                                 (i) Whenever the Number Issuable upon the
exercise of the Warrant is adjusted as provided pursuant to this Section 2(a),
the Exercise Price per share payable upon the exercise of this Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the Number Issuable upon the
exercise of the Warrant immediately prior to such adjustment, and of which the
denominator shall be the Number Issuable immediately thereafter; provided,
however, that the Exercise Price for each Share of the Common Stock shall in no
event be less than the par value of a share of such Common Stock.

                                 (ii) If the price at which the Next Round
Securities are convertible into shares of Common Stock is adjusted pursuant to
documents that create and define the Next Round Securities, then the Exercise
Price of the Warrants shall be adjusted accordingly provided that there should
be no duplication of adjustments.

                         (b) Notice of Adjustment. Whenever the Number Issuable
or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by first class mail, postage prepaid, to the Holder, notice of
such adjustment or adjustments setting forth the Number Issuable and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

                  Section 3. No Redemption. The Company shall not have any
right to redeem any of the Warrants evidenced hereby.

                  Section 4. Notice of Certain Events. In case at any time or
from time to time (i) the Company shall declare any dividend or any other
distribution to the holders of Common Stock, (ii) the Company shall authorize
the granting to the holders of Common Stock of rights or warrants to subscribe
for or purchase any additional shares of stock of any class or any other right,
(iii) the Company shall authorize the issuance or sale of any other shares or
rights which would result in an adjustment to the Number Issuable pursuant to
Section 2(a)(i), (ii), or (iii), or (iv) there shall be any capital
reorganization or reclassification of Common Stock of the Company or
consolidation or merger of the Company with or into another Person, or any sale
or other disposition of all or substantially all the assets of the Company, or
(v) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, in any one or more of such cases the Company
shall mail to the Holder at such Holder's address as it appears on the transfer
books of the Company, as promptly as practicable but in any event at least 10
days prior to the date on which the transactions contemplated in Section
2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights or warrants or,
if a record is not to be taken, the date as of which the holders of record of
either Common Stock to be entitled to such dividend, distribution, rights or
warrants are to be determined, or (b) the date on which such

<PAGE>
                                                                               6


reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up is expected to become effective. Such notice also
shall specify the date as of which it is expected that the holders of record of
the Common Stock shall be entitled to exchange the Common Stock for shares of
stock or other securities or property or cash deliverable upon such
reorganization, reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                  Section 5. Certain Covenants. The Company covenants and agrees
that all shares of Capital Stock of the Company which may be issued upon the
exercise of the Warrants evidenced hereby will be duly authorized, validly
issued and fully paid and nonassessable. The Company shall at all times reserve
and keep available for issuance upon the exercise of the Warrants, such number
of its authorized but unissued shares of Common Stock as will from time to time
be sufficient to permit the exercise of all outstanding Warrants, and shall take
all action required to increase the authorized number of shares of Common Stock
if at any time there shall be insufficient authorized but unissued shares of
Common Stock to permit such reservation or to permit the exercise of all
outstanding Warrants.

                  Section 6. Registered Holder. The persons in whose names this
Warrant Certificate is registered shall be deemed the owner hereof and of the
Warrants evidenced hereby for all purposes. The registered Holder of this
Warrant Certificate, in their capacity as such, shall not be entitled to any
rights whatsoever as a stockholder of the Company, except as herein provided.

                  Section 7. Transfer of Warrants. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered Holder hereof, at the
principal executive office of the Company in the United States of America,
together with an appropriate investment letter and opinion of counsel, if deemed
reasonably necessary by counsel to the Company to assure compliance with
applicable securities laws. Thereupon, the Company shall issue in the name or
names specified by the registered Holder hereof and, in the event of a partial
transfer, in the name of the registered Holder hereof, a new Warrant Certificate
or Certificates evidencing the right to purchase such number of shares of Common
Stock as shall be equal to the number of shares of Common Stock then purchasable
hereunder.

                  Section 8. Denominations. The Company covenants that it will,
at its expense, promptly upon surrender of this Warrant Certificate at the
principal executive office of the Company in the United States of America,
execute and deliver to the registered Holder hereof a new Warrant Certificate or
Certificates in denominations specified by such Holder for an aggregate number
of Warrants equal to the number of Warrants evidenced by this Warrant
Certificate.

                  Section 9. Replacement of Warrants. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity

<PAGE>
                                                                               7


reasonably satisfactory to the Company (in the case of an insurance company or
other institutional investor, its own unsecured indemnity agreement shall be
deemed to be reasonably satisfactory), or, in the case of mutilation, upon
surrender and cancellation thereof, the Company will issue a new Warrant
Certificate of like tenor for a number of Warrants equal to the number of
Warrants evidenced by this Warrant Certificate.

                  Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

                  Section 11. Rights Inure to Registered Holder. The Warrants
evidenced by this Warrant Certificate will inure to the benefit of and be
binding upon the registered Holder thereof and the Company and their respective
successors and permitted assigns. Nothing in this Warrant Certificate shall be
construed to give to any Person other than the Company and the registered Holder
thereof any legal or equitable right, remedy or claim under this Warrant
Certificate, and this Warrant Certificate shall be for the sole and exclusive
benefit of the Company and such registered Holder. Nothing in this Warrant
Certificate shall be construed to give the registered Holder hereof any rights
as a Holder of shares of either Common Stock until such time, if any, as the
Warrants evidenced by this Warrant Certificate are exercised in accordance with
the provisions hereof.

                  Section 12. Definitions. For the purposes of this Warrant
Certificate, the following terms shall have the meanings indicated below:

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the City of New York, New York are
authorized or required by law or executive order to close.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock (or equivalent ownership interests in a Person not a
corporation) whether now outstanding or hereafter issued, including, without
limitation, all Next Round Securities or Series A Preferred Shares and any
rights, warrants or options to purchase such Person's capital stock.

                  "Common Stock" shall mean the common stock of the Company.

                  "Market Price" shall mean, per share of Common Stock, on any
date specified herein: (a) if the Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security, the average of the closing bid and ask price of the
Common Stock on such date; or (b) if there shall have been no trading on such
date or if the Common Stock is not so designated, the average of the reported
closing bid and asked price of the Common Stock, on such date as shown by NASDAQ
and reported by any member firm of the NYSE selected by the

<PAGE>
                                                                               8


Company; or (c) if neither (a) nor (b) is applicable, the Fair Market Value per
share determined in good faith by the Board of Directors of the Company which
shall be deemed to be Fair Market Value unless holders of at least 15% of Common
Stock issued or issuable upon exercise of the Warrants request that the Company
obtain an opinion of a nationally recognized investment banking firm chosen by
the Company (who shall bear the expense) and reasonably acceptable to such
requesting holders of the Warrants, in which event the Fair Market Value shall
be as determined by such investment banking firm.

                  "Next Round Financing" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Next Round Securities" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Note and Warrant Purchase Agreement" shall mean that certain
note and warrant purchase agreement between the Company, the Holder and
___________ dated May __, 2000 as the same may be amended from time to time in
accordance with its terms.

                  "NYSE" shall mean the New York Stock Exchange, Inc.

                  "Person" shall mean any individual, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.

                  Section 10. Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
courier services or personal delivery, (a) if to the Holder of a Warrant, at
such Holder's last known address appearing on the books of the Company; and (b)
if to the Company, at its principal executive office in the United States
located at the address designated for notices in the Note and Warrant Purchase
Agreement, or such other address as shall have been furnished to the party given
or making such notice, demand or other communication. All such notices and
communications shall be deemed to have been duly given: (i) when delivered by
hand, if personally delivered; (ii) when delivered to a courier if delivered by
commercial overnight courier service; and (iii) five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed as of the Issue Date.

                                            BLUEFLY, INC.



<PAGE>
                                                                               9


                                            By:
                                               -------------------------------
                                                Name:
                                                Title:




<PAGE>
                                                                              10


                            [Form of Assignment Form]

                  [To be executed upon assignment of Warrants]

                  The undersigned hereby assigns and transfers this Warrant
Certificate to ___________________ whose Social Security Number or Tax ID Number
is _________________ and whose record address is ______________________________,
and irrevocably appoints ________________ as agent to transfer this security on
the books of the Company. Such agent may substitute another to act for such
agent.

                                                 Signature:


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


                                                 Signature Guarantee:


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




Date:
     -----------------------------



<PAGE>


                                                                  EXHIBIT A-2 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                                  BLUEFLY, INC.

                             SENIOR CONVERTIBLE NOTE


$_______________
New York, New York                                                 June __, 2000

                  FOR VALUE RECEIVED, the undersigned, BLUEFLY, INC., a New York
corporation (the "Payor" or the "Company"), promises to pay to the order of
_________ or its registered assign (the "Payee"), the principal sum of _________
DOLLARS ($_________) and interest on the outstanding principal balance as set
forth herein.

                  1. Securities Purchase Agreement. This Senior Convertible Note
is the Senior Convertible Note issued pursuant to the Note and Warrant Purchase
Agreement, dated as of June __, 2000, among the Payor, the Payee and _________
(the "Securities Purchase Agreement"). The Payee is entitled to the benefits of
(and subject to the obligations expressly contained in) this Senior Convertible
Note and the Securities Purchase Agreement and may enforce the agreements of the
Payor contained herein and therein and exercise the remedies provided for hereby
and thereby or otherwise available in respect hereto and thereto. Capitalized
terms used herein without definition shall have the meaning ascribed to such
terms in the Securities Purchase Agreement.

                  2. Interest Rate; Payment.

                     (a) The outstanding principal balance of this Senior
Convertible Note shall bear interest at an annual rate equal to 8% per annum,
with interest accruing, from and including the date hereof, on a cumulative,
compounding basis. Interest shall be computed on the basis of a 365- or 366-day
year, as the case may be, and the actual number of days elapsed, and shall be
payable only upon repayment of the principal on any Repayment Date (as defined
below).

                     (b) The outstanding balance of any amount owed under this
Senior Convertible Note which is not paid when due shall bear interest at the
rate of 2%

<PAGE>
                                                                               2


per annum (the "Default Interest") above the rate that would otherwise be in
effect under this Senior Convertible Note with the Default Interest accruing,
from and including such due date, on a cumulative, compounding basis.

                     (c) The outstanding principal and all accrued and unpaid
interest shall be paid in full no later than January 2, 2002 (the "Maturity
Date"), unless repaid earlier pursuant to the provisions of Section 3 (the date
of any payment pursuant to Section 3 and the Maturity Date, collectively
referred to as a "Repayment Date"). On a Repayment Date, the Payor shall pay the
applicable amount of principal and interest in lawful money of the United States
of America by wire or bank transfer of immediately available funds to an account
designated by the Payee in writing from time to time.

                  (3) Prepayment.

                      (a) Mandatory Prepayment.

                          (i) Upon the occurrence of an Event of Default (as
defined in Section 5), the outstanding principal of and all accrued interest on
this Senior Convertible Note shall be accelerated and shall automatically become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are expressly waived by the Payor, notwithstanding
anything contained herein to the contrary.

                          (ii) The Payee shall, at its sole option, have the
right to require the Payor to pay the outstanding principal of and all accrued
interest on this Senior Convertible Note upon the occurrence of any of the
following events: (1) Payor entering into an agreement to effectuate any sale or
other disposition of all or substantially all of its assets, in one transaction
or in a series of transactions, (2) the Company entering into an agreement to
effectuate any consolidation or merger into another entity, or (3) any sale of a
majority of the outstanding equity of the Company (or any other event that
constitutes a Change of Control of the Payor), in one transaction or in a series
of transactions. Immediately upon the occurrence of either of the events set
forth in clauses (1) or (2) above, or immediately upon obtaining knowledge that
any person has entered into an agreement to effectuate, the event set forth in
clause (3) above, the Payor shall give written notice of such event to the
Payee. Change of Control means any Person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) other than a Principal Shareholder,
becoming the beneficial owner, directly or indirectly, of outstanding shares of
stock of the Company entitling such Person or Persons to exercise 50% or more of
the total votes entitled to be cast at a regular or special meeting, or by
action by written consent, of the stockholders of the Company in the election of
directors (the term "beneficial owner" shall be determined in accordance with
Rule 13d-3 of the Exchange Act).

                          (iii) Any mandatory prepayment under this Section 3(a)
shall include payment of reasonable costs and expenses, if any, associated with
such prepayment.


<PAGE>
                                                                               3


                      (b) Optional Prepayment. The Payor may prepay all or any
portion of this Senior Convertible Note, at any time, by paying an amount equal
to the outstanding principal amount of this Senior Convertible Note, or the
portion of this Senior Convertible Note called for prepayment, together with
interest accrued and unpaid thereon to the date of prepayment and any other
amounts due under this Senior Convertible Note and the Securities Purchase
Agreement, without penalty or premium.

                  4.       Mandatory Conversion.

                      (a) This Senior Convertible Note plus interest accrued and
unpaid thereon shall be automatically converted simultaneously with the Next
Round Financing (the "Triggering Event') into that number of fully paid and
non-assessable Next Round Securities which is equal to the quotient obtained by
dividing the then outstanding principal amount of this Senior Convertible Note
plus interest accrued and unpaid thereon to the date of conversion by the price
per Next Round Security paid in the Next Round Financing.

                      (b) Promptly after the Triggering Event the Company shall
deliver or cause to be delivered to the holder of this Senior Convertible Note a
certificate or certificates representing the number of fully paid and
non-assessable shares of Next Round Securities into which this Senior
Convertible Note may be converted. Such conversion shall be deemed to have been
made simultaneously with the conclusion of the Next Round Financing, so that the
rights of the holder as a holder of this Senior Convertible Note shall cease
with respect to this Senior Convertible Note at such time (including, without
limitation, the right to receive the principal of this Senior Convertible Note
other than in the form of Next Round Securities), interest shall cease to accrue
hereon and the person or persons entitled to receive the Next Round Securities
deliverable upon conversion of this Senior Convertible Note shall be treated for
all purposes as having become the record holders of such Next Round Securities
at such time, and such conversion shall be at the conversion rate in effect at
such time.

                      (c) The Company covenants that it will at all times
reserve and keep available out of its authorized Next Round Securities (at such
time as such Securities are authorized) solely for the purpose of issue or
delivery upon conversion of this Senior Convertible Note as herein provided,
such number of Next Round Securities as shall then be issuable or deliverable
upon the conversion of this Senior Convertible Note. The Company covenants that
all Next Round Securities which shall be so issuable or deliverable shall, when
issued or delivered, be duly and validly issued and fully paid and
non-assessable.

                  5. Events of Default. An "Event of Default" shall occur if:

                     (a) the Payor shall default in the payment of the
principal of or interest payable on this Senior Convertible Note, when and as
the same shall become due and payable, whether at maturity or at a date fixed
for prepayment or by acceleration or

<PAGE>
                                                                               4


otherwise and such default with respect to the payment of interest shall
continue unremedied for two days;

                     (b) the Payor shall fail to observe or perform any
covenant or agreement contained in this Senior Convertible Note, the Securities
Purchase Agreement or the Warrants and such failure shall continue for five
business days after Payor receives notice of such failure;

                     (c) any representation, warranty, certification or
statement made by or on behalf of the Payor in this Senior Convertible Note or
the Securities Purchase Agreement or in any certificate, writing or other
document delivered pursuant hereto shall prove to have been incorrect in any
material respect when made;

                     (d) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(A) relief in respect of Payor or of a substantial part of Payor's respective
property or assets, under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law (any such law, a "Bankruptcy Law"), (B) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a substantial part of the property or assets of any Payor,
(C) the winding up or liquidation of any Payor; and such proceeding or petition
shall continue undismissed for 60 days, or an order or decree approving or
ordering any of the foregoing shall be entered;

                     (e) the Payor shall (A) voluntarily commence any
proceeding or file any petition seeking relief under a Bankruptcy Law, (B)
consent to the institution of or the entry of an order for relief against it, or
fail to contest in a timely and appropriate manner, any proceeding or the filing
of any petition described in clause d, (C) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a substantial part of the property or assets of the Payor,
(D) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (E) make a general assignment for the benefit
of creditors, (F) become unable, admit in writing its inability or fail
generally to pay its debts as they become due or (G) take any action for the
purpose of effecting any of the foregoing;

                     (f) one or more judgments or orders for the payment of
money in excess of $250,000 in the aggregate shall be rendered against the Payor
and such judgment(s) or order(s) shall continue unsatisfied and unstayed for a
period of 30 days;

                     (g) the Payor shall default in the payment of any
principal, interest or premium, or any observance or performance of any
covenants or agreements, with respect to indebtedness (excluding trade payables
and other indebtedness entered into in the ordinary course of business) in
excess of $50,000 in the aggregate for borrowed money or any obligation which is
the substantive equivalent thereof and such default shall continue for more than
the period of grace, if any, or of any such

<PAGE>
                                                                               5


Indebtedness or obligation shall be declared due and payable prior to the stated
maturity thereof;

                     (h) the Payor shall incur any indebtedness senior to this
Senior Convertible Note; or

                     (i) any material provisions of this Senior Convertible
Note, the Securities Purchase Agreement, or the Warrants shall terminate or
become void or unenforceable or the Payor shall so assert in writing.

                  6. Senior Status. The indebtedness evidenced by this Senior
Convertible Note is senior in right of payment to all other indebtedness of the
Payor and Payor agrees not to incur any indebtedness, which by its terms is
senior in right of payment to this Senior Convertible Note.

                  7. Suits for Enforcement.

                     (a) Upon the occurrence of any one or more Events of
Default, the holder of this Senior Convertible Note may proceed to protect and
enforce its rights by suit in equity, action at law or by other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in the Securities Purchase Agreement or in aid of the exercise of any
power granted in this Senior Convertible Note, or may proceed to enforce the
payment of this Senior Convertible Note, or to enforce any other legal or
equitable right it may have as a holder of this Senior Convertible Note.

                     (b) The holder of this Senior Convertible Note may direct
the time, method and place of conducting any proceeding for any remedy available
to itself.

                     (c) In case of any Event of Default under the Securities
Purchase Agreement, the Payor will pay to the holder of this Senior Convertible
Note such amounts as shall be sufficient to cover the reasonable costs and
expenses of such holder due to such Event of Default, including without
limitation, costs of collection and reasonable fees, disbursements and other
charges of counsel incurred in connection with any action in which the holder
prevails.

                  8. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner and to the
addresses set forth in Section 11.2 of the Securities Purchase Agreement.

                  9. Successors and Assigns. This Senior Convertible Note shall
inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto. The Payor may not assign any of its rights under this
Senior Convertible Note without the prior written consent of Payee. The Payee
may assign all or a portion of their rights or obligations under this Senior
Convertible Note to an Affiliate without the prior written consent of the Payor.
<PAGE>
                                                                               6


                  10. Amendment and Waiver.

                      (a) No failure or delay on the part of the Payor or Payee
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Payor or
Payee at law, in equity or otherwise.

                      (b) Any amendment, supplement or modification of or to any
provision of this Senior Convertible Note, any waiver of any provision of this
Senior Convertible Note and any consent to any departure by the Payor from the
terms of any provision of this Senior Convertible Note, shall be effective (i)
only if it is made or given in writing and signed by the Payor and the Payee and
(ii) only in the specific instance and for the specific purpose for which made
or given.

                  11. Headings. The headings in this Senior Convertible Note are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  12. GOVERNING LAW. THIS SENIOR CONVERTIBLE NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

                  13. Costs and Expenses. The Payor hereby agrees to pay on
demand all reasonable out-of-pocket costs, fees, expenses, disbursements and
other charges (including but not limited to the fees, expenses, disbursements
and other charges of Paul, Weiss, Rifkind, Wharton & Garrison, special counsel
to the Payee) of the Payee arising in connection with any consent or waiver
granted or requested hereunder or in connection herewith, and any renegotiation,
amendment, work-out or settlements of this Senior Convertible Note or the
indebtedness arising hereunder.

                  14. Waiver of Jury Trial and Setoff. The Payor hereby waives
trial by jury in any litigation in any court with respect to, in connection
with, or arising out of this Senior Convertible Note or any instrument or
document delivered pursuant to this Senior Convertible Note, or the validity,
protection, interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising, between any Payor and the Payee; and the
Payor hereby waives the right to interpose any setoff or counterclaim or
cross-claim in connection with any such litigation, irrespective of the nature
of such setoff, counterclaim or cross-claim except to the extent that the
failure so to assert any such setoff, counterclaim or cross-claim would
permanently preclude the prosecution of the same.

                  15. Consent to Jurisdiction. The Payor hereby irrevocably
consents to the nonexclusive jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or

<PAGE>
                                                                               7


relating to this Senior Convertible Note or any document or instrument delivered
pursuant to this Agreement.

                  16. Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.

                  17. Entire Agreement. This Senior Convertible Note, the
Warrants and the Securities Purchase Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter hereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein. This Senior
Convertible Note supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

                  18. Further Assurances. The Payor shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any governmental authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Senior Convertible Note.

                                                 BLUEFLY, INC.


                                                 By:
                                                    ---------------------------
                                                     Name:
                                                     Title:





<PAGE>


                                                                    Schedule 3.4


                                                                    SCHEDULE 2.2



                            SHARES AND PURCHASE PRICE



                                             Purchase Price and Aggregate
                                              Principal Amount of Senior
            Purchaser                              Convertible Note
-----------------------------------          ----------------------------
Quantum Industrial Partners LDC                   $   2,904,800


SFM Domestic Investments LLC                      $      95,100


TOTAL                                             $3,000,000.00



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>2000 STOCK OPTION PLAN
<TEXT>

<PAGE>


                                  BLUEFLY, INC.
                             2000 STOCK OPTION PLAN

SECTION 1. PURPOSE

         The purposes of this Bluefly, Inc. 2000 Stock Option Plan (the "Plan")
are to encourage selected employees and consultants of Bluefly, Inc. (together
with any successor thereto, the "Company" ) and its Affiliates (as defined
below) to acquire a proprietary interest in the growth and performance of the
Company, to generate an increased incentive to contribute to the Company's
future success and prosperity, thus enhancing the value of the Company for the
benefit of its shareholders, and to enhance the ability of the Company and its
Affiliates to attract and retain qualified individuals upon whom, in large
measure, the sustained progress, growth, and profitability of the Company
depend.

SECTION 2. DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a) "Affiliate" shall mean any entity that, directly or through one or
more intermediaries, is controlled by, controls or is under common control with
the Company.

         (b) "Board" shall mean the Board of Directors of the Company.

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (d) "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not less than two directors.

         (e) "Consultant" shall mean any Person who contracts to provide
services to the Company as an independent contractor.

         (f) "Fair Market Value" shall mean, with respect to Shares or other
securities (i) the closing price per Share of the Shares on the principal
exchange on which the Shares are then trading, if any, on such date, or, if the
Shares were not traded on such date, then on the next preceding trading day
during which a sale occurred; or (ii) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (1) the last
sales price (if the Shares are then listed as a National Market Issue under the
NASDAQ National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on such
date as reported by NASDAQ or such successor quotation system; or (iii) if the
Shares are not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Shares on


<PAGE>


such date as determined in good faith by the Committee; or (iv) if the
provisions of clauses (i), (ii) and (iii) shall not be applicable, the fair
market value established by the Committee acting in good faith.

         (g) "Key Employee" shall mean any regular full-time employee of the
Company or its present and future Affiliates (other than any employee who is an
officer or director of the Company or its present and future Affiliates).

         (h) "Incentive Stock Option" shall mean, if this Plan is approved by
the stockholders of the Company within 12 months after this Plan is adopted,
each Option granted to a Key Employee if and to the extent such Option qualifies
as an "inventive stock option" within the meaning of Section 422 of the Code.

         (i) "Option" shall mean an option granted under Section 6 of the Plan.

         (j) "Option Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Option granted under the Plan.

         (k) "Participant" shall mean a Key Employee or Consultant who has been
granted an Option under the Plan.

         (l) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

         (m) "Shares" shall mean the common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of
Options pursuant to an adjustment made under Section 4(b) of the Plan.

SECTION 3.        ADMINISTRATION

         (a) Generally. The Plan shall be administered by the Committee. Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Option shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate, any Participant, any holder or beneficiary of any
Option, any shareholder of the Company or any Affiliate, and any employee of the
Company or of any Affiliate.

         (b) Powers. Subject to the terms of the Plan and applicable law, the
Committee shall have full power and authority in its discretion to: (i)
designate Participants; (ii) determine the number of Shares to be covered by
Options; (iii) determine the terms and conditions of any Option; (iv) determine
whether, to what extent, and under what circumstances Options may be settled or
exercised in cash, Shares, other Options, or other property, or canceled,
forfeited, or


                                       2
<PAGE>

suspended, and the method or methods by which Options may be settled, exercised,
canceled, forfeited, or suspended; (v) interpret and administer the Plan and any
instruments or agreements relating to, or Options granted under, the Plan; (vi)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (vii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.

         (c) Reliance, Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Options granted thereunder and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 4. SHARES AVAILABLE FOR OPTIONS

         (a) Shares Available. Subject to adjustment as provided in Section
4(b):

                  (i) Limitation on Number of Shares. Options issuable under the
         Plan are limited such that the maximum aggregate number of Shares which
         may issued pursuant to, or by reason of, Options is 500,000. Further,
         no Participant shall be granted in any one fiscal year Options to
         purchase more than 100,000 Shares. To the extent that an Option granted
         to a Key Employee or Consultant ceases to remain outstanding by reason
         of termination of rights granted thereunder, forfeiture or otherwise,
         the Shares subject to such Option shall again become available for
         award under the Plan to Key Employees and Consultants; provided,
         however, that in the case of the cancellation or termination of an
         Option in the same fiscal year that such Option was granted, both the
         cancelled Option and the newly granted Option shall be counted in
         determining whether the recipient has received the maximum number of
         such Options under the Plan for such fiscal year.

                  (ii) Accounting for Awards. For purposes of this Section 4,
         the number of Shares covered by an Option to a Key Employee or
         Consultant shall be counted on the date of grant of such Option against
         the aggregate number of Shares available for granting Options under the
         Plan to Key Employees and Consultants.

                  (iii) Sources of Shares Deliverable Under Options. Any Shares
         delivered pursuant to an Option may consist, in whole or in part, of
         authorized and unissued Shares or of treasury Shares.

         (b) Adjustments. In the event that the Committee shall determine that
any (i) subdivision or consolidation of Shares, (ii) dividend or other
distribution (in the form of Shares), (iii) recapitalization or other capital
adjustment of the Company or (iv) merger, consolidation or other reorganization
of the Company or other rights to purchase Shares or other securities of the


                                       3
<PAGE>

Company, or other similar corporate transaction or event, affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be made under the Plan, adjust any or
all of (x) the number and type of Shares which thereafter may be made the
subject of Options, (y) the number and type of Shares subject to outstanding
Options, and (z) the grant, purchase, or exercise price with respect to an
Option or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Option, provided, however, in each case, that the
number of Shares subject to any Option denominated in Shares shall always be a
whole number.

SECTION 5. ELIGIBILITY

         Options may be granted only to Key Employees and Consultants; provided,
however, that Incentive Stock Options may be granted only to Key Employees of
the Company and those Affiliates which are a "subsidiary corporation" of the
Company (within the meaning of Section 424(f) of the Code). In determining the
Persons to whom Options shall be granted and the number of Shares to be covered
by each Option, the Committee shall take into account the nature of the Person's
duties, such Person's present and potential contributions to the success of the
Company and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan. A Key Employee or Consultant who has
been granted an Option or Options under the Plan may be granted an additional
Option or Options.

SECTION 6. OPTION

         The Committee is hereby authorized to grant Options to Participants
upon the following terms and the conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

                  (a) Exercise Price. The purchase price per Share purchasable
         under Options shall be the price determined by the Committee.

                  (b) Option Term. The term of each Option shall be fixed by the
         Committee.

                  (c) Time and Method of Exercise. The Committee shall determine
         the time or times at which an Option may be exercised in whole or in
         part, and the method or methods by which, and the form or forms in
         which, payment of the option price with respect thereto may be made or
         deemed to have been made (including, without limitation, (i) cash,
         Shares, outstanding Options or other consideration, or any combination
         thereof, having a Fair Market Value on the exercise date equal to the
         relevant option price and (ii) a broker-assisted cashless exercise
         program established by the Committee). The payment of the exercise
         price of an Option may be made in a single payment or transfer, in
         installments, or on a deferred basis, in each case in accordance with
         rules and procedures established by the Committee.



                                       4
<PAGE>

                  (d) Early Termination. The unexercised portion of any Option
         granted to a Key Employee under the Plan will generally be terminated,
         unless otherwise determined by the Committee, (i) thirty (30) days
         after the date on which the Key Employee's employment is terminated for
         any reason other than (A) Cause (as defined below), (B) retirement or
         mental or physical disability, or (C) death; (ii) immediately upon the
         termination of the Key Employee's employment for Cause; (iii) three
         months after the date on which the Key Employee's employment is
         terminated by reason of retirement or mental or physical disability; or
         (iv)(A) 12 months after the date on which the Key Employee's employment
         is terminated by reason of the death of the Key Employee, or (B) three
         months after the date on which the Key Employee shall die if such death
         shall occur during the three-month period following the termination of
         the Key Employee's employment by reason of retirement or mental or
         physical disability. The term "Cause," as used herein, shall mean (w)
         the Key Employee's willful misconduct or fraud in the performance of
         his duties under such Key Employee's employment arrangement with the
         Company, (x) the continued failure or refusal of the Key Employee
         (following written notice thereof) to carry out any reasonable request
         of the Company for the provision of services under such Key Employee's
         employment arrangement with the Company, (y) the material breach by the
         Key Employee of his employment arrangement with the Company or (z) the
         entering of a plea of guilty or nolo contendere to or the conviction of
         the Key Employee for a felony or any other criminal act involving moral
         turpitude, dishonesty, theft or unethical business conduct.

                  (e) No Cash Consideration for Awards. Awards shall be granted
         for no cash consideration or such minimal cash consideration as may be
         required by applicable law.

                  (f) Limits on Transfer of Options. No Option and no right
         under any such Option, shall be assignable, alienable, saleable, or
         transferable by a Participant otherwise than by will or by the laws of
         descent and distribution. Each Option, and each right under any such
         Option, shall be exercisable during the Participant's lifetime, only by
         the Participant or, if permissible under applicable law, by the
         Participant's guardian or legal representative. No Option and no right
         under any such Option, may be pledged, alienated, attached, or
         otherwise encumbered, and any purported pledge, alienation, attachment,
         or encumbrance thereof shall be void and unenforceable against the
         Company or any Affiliate.

                  (g) Share Certificates. All certificates for Shares or other
         securities of the Company delivered under the Plan pursuant to any
         Option or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other restrictions of the
         Securities and Exchange Commission, any stock exchange upon which such
         Shares or other securities are then listed, and any applicable Federal
         or state securities laws, and the Committee may cause a legend or
         legends to be put on any such certificates to make appropriate
         reference to such restrictions.


                                       5
<PAGE>

                  (h) Any Option which is an Incentive Stock Option shall be
         subject to, and comply with the requirements of, Section 422 of the
         Code.

SECTION 7. AMENDMENT AND TERMINATION

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:

         (a) Amendments to the Plan. The Plan may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time
by the Board, but no amendment without the approval of the shareholders of the
Company shall be made if shareholder approval would be required under any law or
rule of any governmental authority, stock exchange or other self-regulatory
organization to which the Company is subject. Neither the amendment, suspension
or termination of the Plan shall, without the consent of the holder of such
Option, alter or impair any rights or obligations under any Option theretofore
granted.

         (b) Adjustments of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
enlargement of the benefits or potential benefits to be made available under the
Plan.

         (c) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

SECTION 8. ELECTION TO HAVE SHARES WITHHELD

         (a) In combination with or in substitution for cash withholding or any
other legal method of satisfying federal and state withholding tax liability, a
Participant may elect to have Shares withheld by the Company or to have Shares
sold in a broker-assisted transaction in order to satisfy federal and state
withholding tax liability (a "share withholding election"), provided (i) the
Committee shall have adopted procedures providing for a withholding election;
and (ii) the share withholding election is made on or prior to the date on which
the amount of withholding tax liability is determined (the "Tax Date"). If the
Committee adopts procedures for broker-assisted transactions, a Participant
shall also be permitted to satisfy the exercise price of Options through
withholding of Shares rather than cash payments in the manner prescribed by the
Committee.



                                       6
<PAGE>

         (b) A share withholding election shall be deemed made when written
notice of such election, signed by the Participant, has been hand delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office. Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.

         (c) If a Participant has made a share withholding election pursuant to
this Section 8, then on the Tax Date, such Participant will be unconditionally
obligated to tender back to the Company the number of Shares having an aggregate
fair market value (as determined in good faith by the Committee), equal to the
amount of tax required to be withheld plus cash for any fractional amount.

SECTION 9. GENERAL PROVISIONS

         (a) No Rights to Awards. No Key Employee or Consultant shall have any
claim to be granted any Option under the Plan, and there is no obligation for
uniformity of treatment of Key Employees or Consultants or holders or
beneficiaries of Options under the Plan. The terms and conditions of Options
need not be the same with respect to each recipient.

         (b) No Limit on Other Plans. Nothing contained in the Plan shall
prevent the Company or any Affiliate from adopting or continuing in effect other
or additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c) No Right to Employment. The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Option
Agreement.

         (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York and applicable Federal law.

         (e) Severability. If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Option under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, such provision shall be deemed void, stricken and the remainder of
the Plan and any such Option shall remain in full force and effect.

         (f) No Trust or Fund Created. Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person


                                       7
<PAGE>

acquires a right to receive payments from the Company or any Affiliate pursuant
to an Option, such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.

         (g) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (h) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision hereof.

SECTION 10. EFFECTIVE DATE OF THE PLAN

         The Plan is effective as of July 1, 2000 (the "Effective Date").

SECTION 11. TERM OF THE PLAN

         The Plan shall continue until the earlier of (i) the date on which all
Options issuable hereunder have been issued, (ii) the termination of the Plan by
the Board or (iii) June 30, 2010. However, unless otherwise expressly provided
in the Plan or in an applicable Option Agreement, any Option theretofore granted
may extend beyond such date and the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Option or to waive any
conditions or rights under any such Option, and the authority of the Board to
amend the Plan, shall extend beyond such date.





                                        8











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.18






                                         June 22, 2000

Soros Private Equity Partners LLC
888 Seventh Avenue
New York, New York  10106
Attn:  Neal Moszkowski

Gentlemen:

     As we have discussed, Bluefly, Inc. (the "Company") recently revised its
financial statements for quarter ended September 30, 1999 and the year ended
December 31, 1999 to reflect the presentation of the Company's Series A
Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), as redeemable preferred stock. This letter sets forth our mutual
agreement to negotiate in good faith an amendment of the rights of the Series A
Preferred Stock such that the Series A Preferred Stock is not treated as
"redeemable preferred stock" within the meaning of U.S. Securities and Exchange
Commission Accounting Series Release No. 268 within forty-five (45) days of the
date of this letter. Please indicate by your signature below that this letter
accurately sets forth our understanding.

                                         Bluefly, Inc.

                                         By: /s/ E. Kenneth Seiff
                                            ----------------------------------
                                         Name: E. Kenneth Seiff
                                         Title: Chairman of the Board, Chief
                                                Executive Officer and President

Agreed to and accepted as of this 23
day of June, 2000.

Soros Private Equity Partners LLC

By: /s/ Neal Moszkowski
   ----------------------------------
Name: Neal Moszkowski
Title: Partner


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                       3,933,000
<SECURITIES>                                         0
<RECEIVABLES>                                  862,000
<ALLOWANCES>                                         0
<INVENTORY>                                  7,496,000
<CURRENT-ASSETS>                            13,038,000
<PP&E>                                       1,965,000
<DEPRECIATION>                                 507,000
<TOTAL-ASSETS>                              14,534,000
<CURRENT-LIABILITIES>                        5,886,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                       10,684,000
<PREFERRED>                                          0
<COMMON>                                        49,000
<OTHER-SE>                                 (10,768,000)
<TOTAL-LIABILITY-AND-EQUITY>                14,534,000
<SALES>                                      7,885,000
<TOTAL-REVENUES>                             7,885,000
<CGS>                                        5,982,000
<TOTAL-COSTS>                               12,879,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (10,968,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (10,968,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (10,968,000)
<EPS-BASIC>                                      (2.31)
<EPS-DILUTED>                                    (2.31)




</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
