
                                                             Page 35 of 38 Pages

                                                                     EXHIBIT MMM

                               WAIVER AND CONSENT
                                OF THE HOLDERS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK,
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       AND
                     SERIES 2002 CONVERTIBLE PREFERRED STOCK
                                OF BLUEFLY, INC.

          The  undersigned,  constituting  the  holders of all of the issued and
outstanding  shares of the Series A Convertible  Preferred  Stock (the "Series A
Preferred  Stock"),  the Series B  Convertible  Preferred  Stock (the  "Series B
Preferred  Stock") and the Series 2002 Convertible  Preferred Stock (the "Series
2002  Preferred   Stock")  of  Bluefly,   Inc.,  a  Delaware   corporation  (the
"Corporation"),  hereby  covenant  and agree as follows and adopt the  following
resolutions  pursuant to Section 228 of the General Corporation Law of the State
of  Delaware  in lieu of holding  meetings  of the holders of Series A Preferred
Stock (the "Series A Preferred Stockholders"), the holders of Series B Preferred
Stock (the "Series B Preferred Stockholders") and the holders of the Series 2002
Preferred Stock (the "Series 2002 Preferred Stockholders"), and direct that this
waiver and consent be filed with the minutes of the Corporation:

     WHEREAS,  the Corporation  desires to issue and sell to Quantum  Industrial
Partners LDC and SFM Domestic  Investments LLC (collectively,  the "Investors"),
pursuant to a Series C Preferred Stock and Note Purchase Agreement substantially
in the form attached hereto as Exhibit A (the "Series C Preferred Stock and Note
Purchase  Agreement"):  (a) for an aggregate  purchase price of  $1,000,000,  an
aggregate of 1,000 shares (the "Series C Shares") of  newly-designated  Series C
Convertible  Preferred Stock, par value $0.01 per share (the "Series C Preferred
Stock"),  having the  rights and  preferences  set forth in the  Certificate  of
Designations  of Series C Preferred  Stock attached hereto as Exhibit B; and (b)
for an aggregate  purchase price of $2,000,000,  convertible  demand  promissory
notes,  in the form  attached as Exhibit A to the Series C  Preferred  Stock and
Note Purchase  Agreement,  in the aggregate  principal amount of $2,000,000 (the
"Notes," and, together with the Series C Shares, the "Securities");

     WHEREAS,  Sections  5.5.1 and  5.6.1 of the  Corporation's  certificate  of
incorporation  (the "Certificate of  Incorporation")  provide that,  without the
approval of the  holders of a majority  of each of the Series A Preferred  Stock
and Series B Preferred  Stock,  voting  separately as a class,  the  Corporation
shall not, among other things,  issue or sell  securities of the  Corporation or
incur indebtedness in excess of $1,000,000;

     WHEREAS,  Section 5.11 of the Certificate of Incorporation provides certain
preemptive rights to the Series A Preferred  Stockholders and Series B Preferred
Stockholders  with respect to certain  proposed  issuances of  securities of the
Corporation;

     WHEREAS,  Section 7 of the  Certificate  of  Designations  relating  to the
Series 2002  Preferred  Stock (the "Series 2002  Certificate  of  Designations")
provides  that,  without the prior  approval of the holders of a majority of the
shares of the Series 2002 Preferred Stock,  the Corporation  shall not designate


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                                                             Page 36 of 38 Pages


or issue any shares of capital stock of the Corporation, or any rights, warrants
or  options   exchangeable   for  or  convertible  into  capital  stock  of  the
Corporation,  ranking  pari passu with or senior to the  Series  2002  Preferred
Stock  in  the  event  of a  liquidation,  dissolution  or  winding  up  of  the
Corporation,  and the Series C  Preferred  Stock  would rank pari passu with the
Series 2002 Preferred Stock with respect to such matters;

     WHEREAS,  the  issuance of the Series C  Preferred  Stock will result in an
adjustment to the Series B Conversion  Price (as defined in the  Certificate  of
Incorporation)  pursuant to Section 5.8.6 of the  Certificate  of  Incorporation
(the "Series B Adjustment");

     WHEREAS,  Section 5.8.9 of the Certificate of  Incorporation  prohibits the
Corporation  from taking any action that results in any adjustment to the Series
B Conversion  Price if the total number of shares of Common Stock (as defined in
the  Certificate  of  Incorporation)  issued and issuable after such action upon
conversion of the Convertible  Preferred Stock (as defined in the Certificate of
Incorporation)  would  exceed  the total  number of shares of Common  Stock then
authorized  by  the  Certificate  of  Incorporation   (the  "Stock   Reservation
Provision"),  and following the Series B Adjustment,  the total number of shares
of Common Stock issued and issuable upon conversion of the Convertible Preferred
Stock  would  exceed  the total  number of  shares  of  Common  Stock  currently
authorized by the Certificate of Incorporation;

     WHEREAS,  the  Board  of  Directors  of the  Corporation  has  approved  an
amendment to the  Certificate  of  Incorporation  that would  increase the total
number of shares of Common  Stock  authorized  for issuance to  92,000,000  (the
"Increase  in  Authorized  Capital"),  and has  directed  that the  Increase  in
Authorized  Capital be submitted  to the  Corporation's  stockholders  for their
approval;

     WHEREAS,  following the Increase in Authorized Capital, the total number of
shares of Common Stock  authorized by the  Certificate  of  Incorporation  would
exceed  the total  number of shares of Common  Stock  issued and  issuable  upon
conversion of the Convertible  Preferred Stock (taking into account the issuance
of the Securities and the Series B Adjustment); and

     WHEREAS,   pursuant  to  Section  5  of  the  Series  2002  Certificate  of
Designations,  the Series 2002 Preferred  Stockholders have the right to convert
their shares of Series 2002 Preferred Stock into Series C Preferred Stock.

NOW, THEREFORE, BE IT:

     RESOLVED, that (1) the designation of the Series C Preferred Stock, (2) the
issuance and sale to the Investors, pursuant to the Series C Preferred Stock and
Note Purchase Agreement, of the Securities, (3) the issuance of shares of Series
C  Preferred  Stock upon the  conversion  of the Notes and (4) the  issuance  of
shares of Common Stock upon the  conversion  of any shares of Series C Preferred
Stock are each hereby approved in all respects; and it is further


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                                                             Page 37 of 38 Pages


     RESOLVED,  that the  preemptive  rights  granted to the Series A  Preferred
Stockholders and Series B Preferred Stockholders pursuant to Section 5.11 of the
Certificate of Incorporation  are hereby waived with respect to (1) the issuance
and sale of the  Securities to the Investors  pursuant to the Series C Preferred
Stock  and Note  Purchase  Agreement,  (2) the  issuance  of  shares of Series C
Preferred Stock upon the conversion of the Notes, and (3) the issuance of shares
of Common Stock upon the  conversion of any shares of Series C Preferred  Stock;
and it is further

     RESOLVED,  that the Series B Preferred Stockholders hereby waive any breach
of the Stock Reservation  Provision  resulting from the issuance and sale of the
Securities  and the Series B Adjustment,  and agree not to convert any shares of
Series B  Preferred  Stock to the  extent  that,  after  giving  effect  to such
conversion, the total number of shares of Common Stock issued from and after the
date hereof as a result of the conversion of shares of Series B Preferred  Stock
would  exceed  13,281,038  (subject to  adjustment  for any stock  split,  stock
dividend,  reclassification  or  similar  transaction)  until  the  Increase  in
Authorized Capital has been approved by the Corporation's  stockholders;  and it
is further

     RESOLVED,  that the Series 2002 Preferred  Stockholders  hereby waive their
rights to convert the Series 2002 Preferred  Stock into Series C Preferred Stock
in  connection  with the  issuance  and sale of the  Series C Shares;  and it is
further

     RESOLVED,  that this  waiver and  consent  may be  executed  in one or more
counterparts,  each of which shall be deemed an original and all of which,  when
taken together, shall be deemed one and the same instrument.


                  [Remainder of Page Intentionally Left Blank]


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                                                             Page 38 of 38 Pages


         IN WITNESS WHEREOF, the undersigned have caused this waiver and consent
to be executed as of this 27th day of September 2002.

                                        QUANTUM INDUSTRIAL PARTNERS LDC


                                        By: ____________________________
                                        Name:
                                        Title:

                                        SFM DOMESTIC INVESTMENTS LLC


                                        By: ____________________________
                                        Name:
                                        Title:

                                        PILOT DOMESTIC TRUST


                                        By: ____________________________
                                        Name:
                                        Title:

                                        THE LYNCH FOUNDATION


                                        By: ____________________________
                                        Name:
                                        Title:


                                        ________________________________
                                        Peter Lynch



                                        ________________________________
                                        Carolyn Lynch

