                                                             Page 29 of 36 Pages


                                                                     EXHIBIT FFF

                CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES

                 AND RIGHTS OF SERIES 2002 CONVERTIBLE PREFERRED

                             STOCK OF BLUEFLY, INC.

          BLUEFLY, INC., a corporation organized and existing under the General

Corporation  Law of the State of Delaware (the  "Company"),  DOES HEREBY CERTIFY

THAT:

          Pursuant to  authority  conferred  upon the Board of  Directors of the
Company (the "Board") by the  Certificate of  Incorporation  of the Company (the
"Certificate  of  Incorporation"),  and pursuant to the provisions of ss. 151 of
the Delaware General Corporation Law (the "DGCL"),  the Board, at a meeting held
on August __, 2002,  duly adopted the  following  resolution  providing  for the
voting powers,  designations,  preferences and rights,  and the  qualifications,
limitations and restrictions, of the Series 2002 Convertible Preferred Stock.

          WHEREAS, the Certificate of Incorporation  provides for two classes of
shares known as common  stock,  $0.01 par value per share (the "Common  Stock"),
and preferred stock, $0.01 par value per share (the "Preferred Stock"); and

          WHEREAS,  the Board is authorized by the Certificate of  Incorporation
to provide  for the  issuance  of the shares of  Preferred  Stock in one or more
series, and by filing a certificate pursuant to the DGCL, to establish from time
to time the number of shares to be  included  in any such  series and to fix the
voting powers,  designations,  preferences  and rights of the shares of any such
series, and the qualifications, limitations and restrictions thereof.

          NOW, THEREFORE,  BE IT RESOLVED, that the Board deems it advisable to,
and hereby does,  designate a Series 2002 Convertible  Preferred Stock and fixes
and determines the voting powers, designations,  preferences and rights, and the
qualifications,  limitations  and  restrictions  relating  to  the  Series  2002
Convertible Preferred Stock as follows:

     1.  Designation.  There shall hereby be created and established a series of
Preferred  Stock,  and the shares of such  series of  Preferred  Stock  shall be
designated "Series 2002 Convertible  Preferred Stock" (referred to herein as the
"Series 2002 Stock").  Capitalized  terms used herein and not otherwise  defined
shall have the meanings set forth in Section 11 below.

     2. Authorized  Number.  The number of shares  constituting  the Series 2002
Stock shall be 2,100.
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                                                             Page 30 of 36 Pages


     3.  Ranking.  The  Series  2002  Stock  shall  rank,  as to  rights  upon a
liquidation,  dissolution  or  winding  up of the  Company,  on parity  with the
Company's currently  outstanding Series A Convertible Preferred Stock, $0.01 par
value per share (the "Series A Stock"), and the Company's currently  outstanding
Series B Convertible  Preferred Stock,  $0.01 par value per share (the "Series B
Stock"),  and senior and prior to the Common  Stock and to all other  classes or
series of stock issued by the Company,  currently  and in the future,  except as
otherwise  approved  by the  affirmative  vote or  consent  of the  holders of a
majority of the then-outstanding shares of Series 2002 Stock pursuant to Section
7 hereof.  All equity  securities  of the Company to which the Series 2002 Stock
ranks prior,  whether upon  liquidation,  dissolution,  winding up or otherwise,
including  the Common  Stock,  are  collectively  referred  to herein as "Junior
Securities."

     4.  Dividends.  Dividends shall be payable with respect to shares of Series
2002 Stock only if, and to the  extent,  declared  by the Board.  The holders of
shares of Series 2002 Stock shall not be entitled to receive any dividends  with
respect to such shares except in accordance with this Section 4.

     5.  Conversion.  Subject to the terms and conditions of this Section 5, the
holder of any share or shares of Series 2002 Stock shall have the right,  at its
option,  at any time  and  from  time to  time,  upon  the  consummation  of any
Subsequent  Round of Financing to convert each such share (or fraction  thereof)
of Series  2002 Stock into a number of fully paid and  nonassessable  Subsequent
Round Securities (with the most favorable terms received by any investor in such
Subsequent  Round of Financing)  equal to the quotient  obtained by dividing the
Series 2002  Liquidation  Preference  by the lowest price per  Subsequent  Round
Security paid by any investor in such  Subsequent  Round of  Financing.  Written
notice  of a  Subsequent  Round of  Financing  stating  the  date on which  such
Subsequent Round of Financing is expected to become effective and describing the
terms and conditions of such Subsequent Round of Financing shall be delivered by
the Company to, and  received by, the holders of shares of Series 2002 Stock not
less  than  10 days  prior  to the  consummation  of such  Subsequent  Round  of
Financing.  The  rights  of  conversion  pursuant  to this  Section  5 shall  be
exercised by the holder of shares of Series 2002 Stock by giving written notice,
which  shall be received by the Company not less than five (5) days prior to the
consummation  of such  Subsequent  Round of Financing  that the holder elects to
convert a stated  number of shares of Series  2002 Stock into  Subsequent  Round
Securities and by the surrender of a certificate or certificates  for the shares
to be so converted to the Company at its principal  office (or such other office
or agency of the Company as the Company  may  designate  by notice in writing to
the  holders of the Series  2002  Stock) at any time  during its usual  business
hours,  together  with a statement of the name or names (with  address) in which
the certificate or certificates for Subsequent Round Securities shall be issued.
Promptly after the surrender of the  certificate or  certificates  for shares of
Series 2002 Stock to be converted as set forth above,  and upon  consummation of
the Subsequent  Round of Financing  pursuant to which such shares of Series 2002
Stock are to be converted,  the Company shall issue and deliver,  or cause to be
issued or  delivered,  to the holders,  registered in such name or names as such
holders may direct,  a certificate  or  certificates  for the number and type of
Subsequent Round Securities issuable upon
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                                                             Page 31 of 36 Pages


conversion  of such shares of Series 2002 Stock.  To the extent that,  following
surrender of any certificate or certificates  for shares of Series 2002 Stock to
be converted as set forth above, the Company  determines not to proceed with the
Subsequent Round of Financing pursuant to which such shares of Series 2002 Stock
are to be converted,  such certificates shall be returned immediately  following
such  determination  to the holders  thereof and the shares of Series 2002 Stock
represented  by  such  certificates  shall  remain  outstanding.  No  fractional
Subsequent  Round  Securities  shall be issued upon  conversion of the shares of
Series 2002 Stock. If any fractional Subsequent Round Security would, except for
the provisions of the  immediately  preceding  sentence,  be delivered upon such
conversion,  the Company, in lieu of delivering such fractional Subsequent Round
Securities, shall pay to the holder surrendering the shares of Series 2002 Stock
for  conversion  an amount in cash  equal to the  current  market  price of such
fractional  Subsequent  Round Security as determined in good faith by the Board.
The issuance of certificates  for Subsequent Round Securities upon conversion of
the shares of Series  2002 Stock  shall be made  without  charge to the  holders
thereof for any issuance tax in respect thereof, provided that the Company shall
not be required  to pay any tax which may be payable in respect of any  transfer
involved in the issuance and  delivery of any  certificate  in a name other than
that of the holder of the shares of Series 2002 Stock which is being converted.

     6.  Liquidation  Rights.  Upon any  voluntary or  involuntary  liquidation,
dissolution or winding up of the Company  resulting in a distribution  of assets
to the holders of any class or series of the Company's  capital stock (each such
event, a "Series 2002 Liquidation"),  each holder of shares of Series 2002 Stock
will be  entitled  to payment  out of the assets of the  Company  available  for
distribution of an amount per share in cash equal to the Series 2002 Liquidation
Preference,  such amount to be paid on a pari passu basis and pro rata according
to their respective  liquidation  preferences  with the amount  distributable as
liquidation  preferences to the holders of the Series A Stock and Series B Stock
and before any distribution is made on any Junior Securities, including, without
limitation,  Common Stock of the Company.  If, upon any Series 2002 Liquidation,
the assets to be  distributed  among the  holders of shares of Series 2002 Stock
shall be  insufficient to permit payment to the holders of shares of Series 2002
Stock of the full Series 2002 Liquidation  Preference for each such share,  then
all of the assets of the Company to be so distributed as liquidation preferences
to the holders of shares of Series A Stock, Series B Stock and Series 2002 Stock
shall be  distributed  among the  holders of shares of Series A Stock,  Series B
Stock and Series 2002 Stock  ratably in  proportion to the amounts that would be
payable to such  holders if such assets  were  sufficient  to permit  payment in
full.

     7. Voting  Rights;  Amendment  and Waiver.  Except as  otherwise  expressly
provided  herein or as required  under the DGCL,  the Series 2002 Stock shall be
non-voting. For so long as any shares of Series 2002 Stock are outstanding,  the
Company  shall not,  without  the prior  approval  of the  holders of at least a
majority of the  then-outstanding  shares of Series 2002 Stock, given in writing
or at a  meeting,  consenting  or voting  (as the case may be)  separately  as a
series,  (i) effect any transaction or other action that would adversely  affect
the rights, preferences,  powers and privileges of the Series 2002 Stock or (ii)
designate or issue any shares of capital  stock of the  Company,  or any rights,
warrants or options  exchangeable  for or convertible  into
<PAGE>
                                                             Page 32 of 36 Pages


capital  stock of the  Company,  ranking pari passu with or senior to the Series
2002  Stock in the event of a  liquidation,  dissolution  or  winding  up of the
Company.  Notwithstanding  any other provision hereof, the holders of at least a
majority  of the  then-outstanding  shares of Series  2002 Stock  shall have the
right and  authority to waive any power,  preference or right of the Series 2002
Stock by delivering to the Company a written waiver executed by such holders.

     8.  Reservation of Subsequent Round  Securities.  The Company shall reserve
and keep  available  solely for issuance upon the conversion of shares of Series
2002 Stock,  such number and type of  Subsequent  Round  Securities as will from
time to time be sufficient to permit the conversion of all outstanding shares of
Series 2002 Stock for which a holder has elected to exercise its right  pursuant
to Section 5 to convert such shares into such Subsequent Round Securities,  and,
if  applicable,  shall  take all action to  increase  the  authorized  number of
Subsequent  Round  Securities  if  at  any  time  there  shall  be  insufficient
authorized but unissued  Subsequent  Round Securities to permit such reservation
or to permit the conversion of all  outstanding  shares of Series 2002 Stock for
which a holder has  elected to  exercise  its  rights  pursuant  to Section 5 to
convert such shares into such Subsequent Round Securities. The Company covenants
that all  Subsequent  Round  Securities  which shall be so issued  shall be duly
authorized,  validly issued,  fully paid and  non-assessable  by the Company and
free from any taxes,  liens and charges with respect to the issue  thereof.  The
Company  will take all such action as may be  necessary  to ensure that all such
Subsequent Round Securities may be so issued without violation of any applicable
law or regulation,  or of any requirement of any national securities exchange or
quotation system upon which the Common Stock may be listed.

     9.  Headings of  Subdivisions.  The  headings  of the various  subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation of any of the provisions hereof.

     10.  Severability  of  Provisions.  If any voting powers,  preferences  and
rights of the Series 2002 Stock and qualifications, limitations and restrictions
thereof set forth herein (as this  Certificate  of  Designations  may be amended
from time to time) are  invalid,  unlawful  or  incapable  of being  enforced by
reason of any rule of law or public policy, all other voting powers, preferences
and rights of Series 2002 Stock and qualifications, limitations and restrictions
thereof set forth herein (as so amended)  which can be given effect  without the
invalid,  unlawful or  unenforceable  voting powers,  preferences  and rights of
Series  2002 Stock and  qualifications,  limitations  and  restrictions  thereof
shall,  nevertheless,  remain in full force and  effect,  and no voting  powers,
preferences and rights of Series 2002 Stock and qualifications,  limitations and
restrictions  thereof herein set forth shall be deemed  dependent upon any other
such  voting   powers,   preferences   and  rights  of  Series  2002  Stock  and
qualifications, limitations and restrictions thereof unless so expressed herein.

     11.  Certain  Definitions.  The  following  terms shall have the  following
meanings  (with terms defined in the singular  having  comparable  meanings when
used in the plural and vice versa), unless the context otherwise requires:
<PAGE>
                                                             Page 33 of 36 Pages


     "Series  2002  Liquidation  Preference"  means an amount per share equal to
$1,000, as adjusted to reflect stock splits,  stock dividends,  combinations and
other similar occurrences.

     "Subsequent  Round of  Financing"  means the offer and sale for cash by the
Company of its equity securities.

     "Subsequent  Round  Securities"  means the  equity  securities  sold in the
Subsequent  Round of  Financing;  provided  that, to the extent that two or more
types or classes of equity securities are sold as a unit in the Subsequent Round
of Financing,  "Subsequent Round Securities" shall mean a unit consisting of the
same types or classes of equity securities, in the same proportion, as the units
sold in the Subsequent Round of Financing.

     12. Exclusion of Other Rights.  Except as may otherwise be required by law,
shares of Series  2002  Stock  shall not have any voting  powers,  designations,
preferences and rights,  other than those  specifically set forth herein (as may
be amended from time to time) and in the Certificate of Incorporation.

     13.  Registered  Holders.  A holder of Series 2002 Stock  registered on the
Company's stock transfer books as the owner of shares of Series 2002 Stock shall
be treated as the owner of such  shares for all  purposes.  All  notices and all
payments  required to be mailed to a holder of shares of Series 2002 Stock shall
be mailed to such holder's  registered  address on the Company's  stock transfer
books, and all dividend and redemption  payments to a holder of shares of Series
2002 Stock made hereunder shall be deemed to be paid in compliance hereof on the
date such payments are deposited  into the mail  addressed to such holder at his
registered address on the Company's stock transfer books.

                  [Remainder of page intentionally left blank]
<PAGE>
                                                             Page 34 of 36 Pages


          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of
Designations this ___ day of August, 2002.

                                                BLUEFLY, INC.


                                                By:_____________________________
                                                Name:
                                                Title:


