                                                                         ANNEX A

                                  BLUEFLY, INC.

                    NOMINATING & GOVERNANCE COMMITTEE CHARTER

                          (Adopted as of June 16, 2004)

        The board of directors of Bluefly, Inc. (the "Company") has established
the Nominating & Governance Committee of the Board of Directors of the Company
(the "Board").

PURPOSES

        The purposes of the Nominating and Governance Committee are:

        .  To assist the Board by identifying individuals qualified to
           become Board members, and setting criteria for, and evaluating,
           candidates for director nominees, and to recommend to the Board
           the director nominees for election at the annual meetings of
           stockholders or for appointments to fill vacancies;

        .  To recommend to the Board director nominees for each committee
           of the Board;

        .  To advise the Board about appropriate composition of the Board
           and its committees;

        .  To advise the Board about and recommend to the Board appropriate
           corporate governance practices and to assist the Board in
           implementing those practices;

        .  To lead the Board in its annual review of the performance of the
           Board and its committees; and

        .  To perform such other functions as the Board may assign to the
           Nominating & Governance Committee from time to time.

COMPOSITION

        The Nominating & Governance Committee shall consist of at least two
members of the Board. The Board shall appoint the members of the Nominating &
Governance Committee. The Board may remove or replace any member of the
Nominating & Governance Committee at any time. The composition of the Nominating
& Governance Committee shall, at all times, be in compliance with all applicable
listing standards of The Nasdaq Stock Market, or such other market or exchange
on which the Company's securities may be primarily traded at any time in the
future.

AUTHORITY AND RESPONSIBILITIES

        The Nominating & Governance Committee is delegated all the authority of
the Board as may be required or advisable to fulfill the purposes of the
Nominating & Governance Committee. The Nominating & Governance Committee may
form and delegate some or all of its authority to subcommittees when it deems
appropriate. Without limiting the generality of the preceding statements, the
Nominating & Governance Committee shall have authority, and is entrusted with
the responsibility, to do the following actions:

    1.  The Nominating & Governance Committee shall prepare and recommend to the
        Board for adoption corporate governance guidelines.

    2.  The Nominating & Governance Committee shall assess individuals qualified
        to become directors for recommendation to the Board. The Nominating &
        Governance Committee's assessment as to the qualifications of director
        candidates shall include, without limitation, consideration of
        diversity, skill, specialized expertise, experience, business acumen,
        understanding of strategy and policy-setting. Depending upon the
        Company's then-current needs, certain factors may be weighed more or
        less heavily.

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    3.  The Nominating & Governance Committee shall establish, review and modify
        as appropriate policies and procedures for submission of recommendations
        for director candidates by stockholders to the Nominating & Governance
        Committee and evaluating nominees for director recommended by
        stockholders.

    4.  Each year, the Nominating & Governance Committee shall:

            .   review the advisability or need for any changes in the number
                and composition of the Board;
            .   review the advisability or need for any changes in the number,
                charters or titles of committees of the Board;
            .   recommend to the Board the composition of each committee of the
                Board and the individual director to serve as chairperson of
                each committee;
            .   ensure that the chairperson of each committee report to the
                Board about the committee's annual evaluation of its
                performance, to be discussed with the full Board following the
                end of each fiscal year; and
            .   review and reassess the adequacy of the corporate governance
                guidelines of the Company and recommend any proposed changes to
                the Board for approval.

    5.  The Nominating & Governance Committee shall have the authority to obtain
        advice and assistance from internal or external legal, accounting or
        other advisors, to approve the fees and expenses of such outside
        advisors, and to cause the Company to pay the fees and expenses of such
        outside advisors.

PROCEDURES

    1.  Meetings. The Nominating & Governance Committee shall meet at the call
        of its chairperson, two or more members of the Nominating and Governance
        Committee, or the Chairman of the Board. Meetings may, at the discretion
        of the Nominating & Governing Committee, include members of the
        Company's management, independent consultants, and such other persons as
        the Nominating & Governance Committee or its chairperson may determine.
        The Nominating & Governance Committee may meet in person, by telephone
        conference call, or in any other manner in which the Board is permitted
        to meet under law or the Company's bylaws. The Nominating & Governance
        Committee shall keep a written record of its meetings and actions and
        shall file a copy of such record of its meetings and actions and shall
        file a copy of such record in the corporate minutes of the Company.

    2.  Quorum and Approval. A majority of members of the Nominating &
        Governance Committee shall constitute a quorum. The Nominating &
        Governance Committee shall act on the affirmative vote of a majority of
        members present at a meeting at which a quorum is present. The
        Nominating & Governance Committee may also act by unanimous written
        consent in lieu of a meeting.

    3.  Rules. The Nominating & Governance Committee may determine additional
        rules and procedures, including designation of a chairperson pro tempore
        in the absence of the chairperson and designation of a secretary of the
        Nominating & Governance Committee, at any meeting thereof.

    4.  Reports. The Nominating & Governance Committee shall make regular
        reports to the Board, directly or through the chairperson.

    5.  Review of Charter. Each year the Nominating & Governance Committee shall
        review the need for changes in this Charter and recommend any proposed
        changes to the Board for approval.

    6.  Performance Review. Each year the Nominating & Governance Committee
        shall review and evaluate its own performance and shall submit itself to
        the review and evaluation of the Board.

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