
                CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES

                  AND RIGHTS OF SERIES F CONVERTIBLE PREFERRED

                             STOCK OF BLUEFLY, INC.

     BLUEFLY, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation" or the "Company"),
DOES HEREBY CERTIFY THAT:

     Pursuant to authority conferred upon the Board of Directors of the
Corporation (the "Board") by the Certificate of Incorporation of the Corporation
(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 June 14, 2005, duly adopted the following resolution providing for the
voting powers, designations, preferences and rights, and the qualifications,
limitations and restrictions, of the Series F 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, $.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 F Convertible Preferred Stock and fixes and
determines the voting powers, designations, preferences and rights, and the
qualifications, limitations and restrictions relating to the Series F
Convertible Preferred Stock as follows:

1. Designation/Ranking. 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 F Convertible Preferred Stock" (referred to herein as the
"Series F Convertible Preferred Stock"). The Series F Convertible Preferred
Stock shall rank pari passu with the Corporation's Series A Convertible
Preferred Stock, $.01 par value per share (the "Series A Convertible Preferred
Stock"), the Corporation's Series B Convertible Preferred Stock, $.01 par value
per share (the "Series B Convertible Preferred Stock"), the Corporation's Series
C Convertible Preferred Stock, $.01 par value per share (the "Series C
Convertible Preferred Stock"), the Corporation's Series D Convertible Preferred
Stock, $.01 par value per share (the "Series D Convertible Preferred Stock"),
and the Corporation's Series E Convertible Preferred Stock, $.01 par value per
share (the "Series E Convertible Preferred Stock," and, together with the Series
A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the
Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock
and the Series F Convertible Preferred Stock, the "Convertible Preferred Stock")
and senior to the Corporation's Common Stock and all other Preferred Stock of
the Corporation ranking junior to the Convertible Preferred Stock, with

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respect to the payment of distributions on liquidation, dissolution or winding
up of the Corporation and with respect to the payment of dividends.

2. Authorized Number. The number of shares constituting the Series F Convertible
Preferred Stock shall be Seven Thousand (7,000) shares.

3. Dividends.

     3.1 The holders of the Series F Convertible Preferred Stock shall be
entitled to receive, out of funds legally available for such purpose, dividends
which shall accrue at the rate of seven percent (7%) per annum of the Series F
Face Value (as defined in Section 4.1 hereof) of such stock and shall compound
annually, payable only upon: (i) the conversion of the Series F Convertible
Preferred Stock pursuant to Section 6 hereof; or (ii) Liquidation (as defined in
Section 4.1 hereof) of the Corporation under Section 4 hereof. Except in
connection with a Series F Liquidation Payment (as defined in Section 4.1
hereof) made under Section 4 hereof (which shall require payment in cash), the
Corporation, in its sole discretion (as determined by a vote of the uninterested
directors of the Corporation), may elect to pay such dividends in shares of
Common Stock (provided that a registration statement with respect to the re-sale
of such shares by such holder is then in effect), in which case such Common
Stock dividends shall be equal to the number of shares of Common Stock obtained
by dividing the cash value of such dividend by the Market Price (as hereinafter
defined) of the Common Stock on the date that such dividend is paid. For all
purposes hereof, the "Market Price" of the Common Stock on a given date shall
mean the closing bid price of the Common Stock on Nasdaq (or whatever other
quotation system or exchange the Common Stock may then principally be traded on)
on the last trading day prior to such date. If on any such date the shares of
Common Stock are not listed or admitted for trading on any national securities
exchange or quoted by NASDAQ or a similar service, the Market Price for the
Common Stock shall be the fair market value of the Common Stock on such date as
determined in good faith by the Board of Directors of the Corporation.

     3.2 Dividends on each share of Series F Convertible Preferred Stock shall
be cumulative and shall accrue from the date of issuance of such share of Series
F Convertible Preferred Stock. The date on which the Corporation initially
issues any share of Series F Convertible Preferred Stock shall be its "Issue
Date," regardless of the number of times transfer of such shares is made on the
stock records maintained by or for the Corporation and regardless of the number
of certificates that may be issued to evidence such share.

     3.3 In addition to the right to receive dividends pursuant to Section 3.1
above, each holder of a share of Series F Convertible Preferred Stock shall have
the right, at any time after the Issue Date, if the Board of Directors of the
Corporation shall declare a dividend or make any other distribution (including,
without limitation, in cash or other property or assets, but excluding any stock
split effected as a stock dividend), to holders of shares of Common Stock, to
receive, out of funds legally available therefor, a dividend or distribution in
an amount equal to the amount of such dividend or distribution receivable by a
holder of the number of shares of Common Stock into which such share of Series F
Convertible Preferred Stock is convertible on the record date for such dividend
or distribution. Any such amount shall be paid to the holders of shares of
Series F Convertible Preferred Stock at the same time such dividend or
distribution is made to the holders of Common Stock.


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4. Liquidation

     4.1 Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a "Liquidation"), each holder shall be paid
for each share of Series F Convertible Preferred Stock held by it, before any
distribution or payment is made upon any stock ranking junior to the Series F
Convertible Preferred Stock, an amount equal to the greater of: (i) $1,000 per
share (the "Series F Face Value") plus, in the case of each share, an amount
equal to all accrued but unpaid dividends thereon, through the date payment
thereof is made and (ii) the amount that the holder of such share of Series F
Convertible Preferred Stock would receive if it were to convert (without regard
to any limitation or restriction on conversion and without actually requiring
such share to be so converted) such share of Series F Convertible Preferred
Stock into share(s) of Common Stock immediately prior to such Liquidation. The
holders of Series F Convertible Preferred Stock shall not be entitled to any
further payment. The amount payable pursuant to the first sentence of this
Section 4.1 with respect to one share of Series F Convertible Preferred Stock is
sometimes referred to as the "Series F Liquidation Payment" (and, together with
the Series A Liquidation Payment (as defined in the Certificate of
Incorporation), the Series B Liquidation Payment (as defined in the Certificate
of Incorporation), any amounts payable upon a Liquidation with respect to one
share of Series C Convertible Preferred Stock, any amounts payable upon a
Liquidation with respect to one share of Series D Convertible Preferred Stock
and any amounts payable upon a Liquidation with respect to one share of Series E
Convertible Preferred Stock, the "Liquidation Payment"), and the amounts so
payable with respect to all shares of Series F Convertible Preferred Stock are
sometimes referred to as the "Series F Liquidation Payments" (and, together with
the Series A Liquidation Payments (as defined in the Certificate of
Incorporation), the Series B Liquidation Payments (as defined in the Certificate
of Incorporation), the amounts so payable with respect to all shares of Series C
Convertible Preferred Stock, the amounts so payable with respect to all shares
of Series D Convertible Preferred Stock and the amounts so payable with respect
to all shares of Series E Convertible Preferred Stock, the "Liquidation
Payments").

     4.2 If upon such Liquidation, the assets to be distributed among the
holders of Convertible Preferred Stock shall be insufficient to permit payment
to the holders of Convertible Preferred Stock of the Liquidation Payments, then
the entire assets of the Corporation to be so distributed shall be distributed
ratably among the holders of Convertible Preferred Stock. Upon any such
Liquidation after the holders of Convertible Preferred Stock shall have been
paid in full the Liquidation Payments to which they shall be entitled, the
remaining net assets of the Corporation may be distributed to the holders of
securities ranking junior to the Convertible Preferred Stock.

     4.3 Written notice of such Liquidation stating a payment date, the amount
of the Series F Liquidation Payments and the place where said Series F
Liquidation Payments shall be payable, shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, not less than 10 days prior to the payment date stated therein, to the
holders of record of Series F Convertible Preferred Stock, such notice to be
addressed to each such holder at its address as shown by the records of the
Corporation.

     4.4 The Series F Convertible Preferred Stock shall, with respect to
distribution of assets and rights upon Liquidation, rank senior to each class or
series of capital stock of the


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Corporation hereafter created which does not expressly provide that it ranks on
parity with or is senior to the Series F Convertible Preferred Stock with
respect to distribution of assets and rights upon the liquidation, dissolution
or winding up of the Corporation.

5. Voting Rights. Holders of Series F Convertible Preferred Stock shall be
entitled to notice of any stockholders' meeting. Except as otherwise required by
law, at any annual or special meeting of the Corporation's stockholders, or in
connection with any written consent in lieu of any such meeting, the holders of
each outstanding share of Series F Convertible Preferred Stock shall be entitled
to cast, in respect of such share, the number of votes equal to the number of
full shares of Common Stock into which such share of Series F Convertible
Preferred Stock is then convertible (calculated by rounding any fractional share
up to the nearest whole number) on the date for determination of stockholders
entitled to vote at the meeting. Notwithstanding the foregoing, holders of the
Series F Convertible Preferred Stock shall not be entitled to cast, in respect
of such shares, any votes with respect to the approval of the Series F
Anti-Dilution Adjustment Provisions (as hereinafter defined). Except as set
forth herein or otherwise required by law, the Series F Convertible Preferred
Stock and the Common Stock shall vote together as a single class on each matter
submitted to the stockholders (including, without limitation, any merger or sale
of all or substantially all of the assets of the Company), and not by separate
class or series.

6. Conversions. The holders of shares of Series F Convertible Preferred Stock
shall have the following conversion rights.

     6.1 Right to Convert. Subject to the terms and conditions of this Section
6.1, the holder of any share or shares of Series F Convertible Preferred Stock
shall have the right, at its option at any time and from time to time, to
convert any such shares (or fractions thereof) of Series F Convertible Preferred
Stock (except that upon any Liquidation, the right of conversion shall terminate
at the close of business on the business day immediately preceding the date
fixed for payment of the amount distributable on the Series F Convertible
Preferred Stock) into such number of fully paid and nonassessable shares of
Common Stock as is obtained by (x) multiplying the number of shares of Series F
Convertible Preferred Stock to be so converted by the Series F Face Value and
(y) dividing the result by the Series F Conversion Price (as defined below)
applicable to such share, determined as provided below, in effect on the date
the certificate is surrendered for conversion; plus, at the Company's option (as
determined by a vote of the disinterested directors of the Corporation), either
a number of shares of Common Stock (valued at the then current Market Price), or
an amount in cash, as the case may be, equal to any accrued but unpaid dividends
on the shares of Series F Convertible Preferred Stock so converted.

     The initial Series F Conversion Price per share for shares of Series F
Convertible Preferred Stock shall be $2.32 per share, as adjusted pursuant to
the further provisions of this Section 6 (such price as last adjusted, being
referred to as the "Series F Conversion Price").

     Holders shall effect conversions by providing the Company with the form of
conversion notice attached hereto as Annex A (a "Notice of Conversion"), along
with a stock certificate representing the shares to be so converted. Each Notice
of Conversion shall specify the number of shares of Preferred Stock to be
converted, the number of shares of Preferred Stock owned prior to the conversion
at issue, the number of shares of Preferred Stock owned subsequent to the


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conversion at issue and the date on which such conversion is to be effected,
which date may not be prior to the date the Holder delivers such Notice of
Conversion to the Company by facsimile (the "Conversion Date"). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the
date that such Notice of Conversion to the Company is deemed delivered
hereunder.

     The Company shall not effect any conversion of the Preferred Stock, and the
Holder shall not have the right to convert any portion of the Preferred Stock to
the extent that after giving effect to such conversion, the Holder (together
with the Holder's affiliates), as set forth on the applicable Notice of
Conversion, would beneficially own in excess of 4.99% of the number of shares of
the Common Stock Outstanding immediately after giving effect to such conversion.
For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its affiliates shall include the number of
shares of Common Stock issuable upon conversion of the Preferred Stock with
respect to which the determination of such sentence is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (A)
conversion of the remaining, nonconverted Series F Face Value of Preferred Stock
beneficially owned by the Holder or any of its affiliates and (B) exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company (including the Warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the
Holder or any of its affiliates. Except as set forth in the preceding sentence,
for purposes of this Section, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act, it being acknowledged by
Holder that the Company is not representing to Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and Holder is solely
responsible for any schedules required to be filed in accordance therewith.. To
the extent that the limitation contained in this Section applies, the
determination of whether the Preferred Stock is convertible (in relation to
other securities owned by the Holder together with any affiliates) and of which
shares of Preferred Stock is convertible shall be in the sole discretion of such
Holder, and the submission of a Notice of Conversion shall be deemed to be such
Holder's determination of whether the shares of Preferred Stock may be converted
(in relation to other securities owned by such Holder) and which shares of the
Preferred Stock is convertible, in each case subject to such aggregate
percentage limitations. To ensure compliance with this restriction, the Holder
will be deemed to represent to the Company each time it delivers a Notice of
Conversion that such Notice of Conversion has not violated the restrictions set
forth in this paragraph and the Company shall have no obligation to verify or
confirm the accuracy of such determination. For purposes of this Section, in
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in the
most recent of the following: (A) the Company's most recent Form 10-Q or Form
10-K, as the case may be, (B) a more recent public announcement by the Company
or (C) any other notice by the Company or the Company's transfer agent setting
forth the number of shares of Common Stock Outstanding. Upon the written request
of the Holder, the Company shall within two Business Days confirm in writing to
the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company,
including the Preferred Stock, by the Holder or its affiliates since the date as
of which such number of outstanding shares of Common Stock was reported. The
provisions of this Section may be waived by the Holder upon,


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at the election of the Holder, not less than 61 days' prior notice to the
Company, and the provisions of this Section shall continue to apply until such
61st day (or such later date, as determined by the Holder, as may be specified
in such notice of waiver). The foregoing provision shall only apply to the New
Investors (as defined in the Purchase Agreement).

     6.2 Automatic Conversion; Redemption at Company's Option.

          (i)  Upon the occurrence of an Automatic Conversion Event (as
               hereinafter defined), except as provided in Section 6.2(ii)
               below), --------------- each outstanding share of Series F
               Convertible Preferred Stock shall automatically, with no further
               action required to be taken by the Corporation or the holder
               thereof, be converted into such number of fully paid and
               nonassessable shares of Common Stock as is obtained by (x)
               multiplying the number of shares of Series F Convertible
               Preferred Stock to be so converted by the Series F Face Value and
               (y) dividing the result by the Series F Conversion Price
               applicable to such share in effect on the date the certificate is
               surrendered for conversion; plus, at the Company's option (as
               determined by a vote of the disinterested ---- directors of the
               Corporation), either a number of shares of Common Stock (valued
               at the then current Market Price), or an amount in cash, as the
               case may be, equal to any accrued but unpaid dividends on the
               shares of Series F Convertible Preferred Stock so converted. The
               Company shall send each registered Holder written notice of an
               Automatic Conversion Event (other than an Automatic Conversion
               Event that does not result in the automatic conversion of the
               shares of Series F Convertible Preferred Stock due to the
               provisions of Section 6.2(ii) below) within two (2) business days
               of its occurrence. An "Automatic ---------------- ----------
               Conversion Event" shall be deemed to have occurred upon the
               earlier of: (A) the date on which the last ----------------- sale
               price of the Common Stock on NASDAQ or, if not quoted on NASDAQ,
               on any other national securities exchange has been at least two
               times the Series F Conversion Price for twenty consecutive
               trading days (provided that a registration statement is then in
               effect with respect to the resale of the Common Stock to be
               delivered in connection with the conversion of the Series F
               Convertible Preferred Stock and the Existing Preferred Stock (as
               defined in the Purchase Agreement)); or (B) the date (the
               "Existing Preferred --------------------- Conversion Date") on
               which an aggregate of fifty percent (50%) of the Convertible
               Preferred Stock ---------------- outstanding immediately prior to
               the filing of this Certificate (measured by reference to the
               number of shares of Common Stock issuable upon the conversion of
               such Convertible Preferred Stock) has been converted to Common
               Stock. For purposes of this Certificate, the "Purchase Agreement"
               shall mean that certain ------------------- Preferred Stock and
               Warrant Purchase Agreement, dated as of the date hereof, by and
               among the Company and the initial holders of the Series F
               Convertible Preferred Stock.

               (ii) Notwithstanding Section 6.2(i), the shares of Series F
                    Convertible Preferred Stock shall not automatically be
                    converted into Common Stock

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                    upon the occurrence of the Existing Preferred Conversion
                    Date if (A) the closing bid price of the Common Stock on the
                    last trading day prior to such date was less than $1.23 or
                    (B) a registration statement is not then in effect with
                    respect to the resale of the Common Stock to be delivered in
                    connection with the conversion of the Series F Convertible
                    Preferred Stock and the Existing Preferred Stock.

               (iii)At any time and from time to time following the Existing
                    Preferred Conversion Date, in the event that the Series F
                    Convertible Preferred Stock has not automatically been
                    converted into Common Stock as a result of the provisions of
                    Section 6.2(ii), the Company shall have the right, at its
                    option and on thirty days' prior written notice to each
                    Holder, to redeem any and all shares of Series F Convertible
                    Preferred Stock for cash at a price per share equal to the
                    Series F Face Value of such share plus any accrued and
                    unpaid dividends.

     6.3 Issuance of Certificates; Time Conversion Effected. Within three
Business Days after the delivery of a Notice of Conversion and the surrender of
the certificate or certificates for the shares of Series F Convertible Preferred
Stock to be converted as set forth above, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holders, registered in such
name or names as such holders may direct, a certificate or certificates for the
number of whole shares of Common Stock issuable upon the conversion of such
shares of Series F Convertible Preferred Stock. In lieu of delivering physical
certificates pursuant to the foregoing, if the Company's transfer agent is
participating in the Depositary Trust Company ("DTC") Fast Automated Securities
Transfer program and the certificates therefore are not required to bear a
legend, the Company shall cause its transfer agent to electronically transmit
such shares of Common Stock by crediting the account of the Investor's prime
broker with DTC through its Deposit Withdrawal Agent Commission system.

     6.4 Fractional Shares. No fractional shares of Common Stock shall be issued
upon conversion of Series F Convertible Preferred Stock into Common Stock. If
any fractional share of Common Stock would, except for the provisions of the
first sentence of this Section 6.3, be delivered upon such conversion, the
Corporation, in lieu of delivering such fractional share, shall round the number
of shares to be delivered to the nearest whole number.

     6.5 Anti-Dilution Adjustments. The Series F Conversion Price shall be
subject to adjustment as follows if any of the events listed below occur after
the Issue Date but, with respect to a share of Series F Convertible Preferred
Stock, prior to the conversion of such share of Series F Convertible Preferred
Stock into Common Stock.

               (i)  In case the Corporation shall (x) pay a dividend or make a
                    distribution on its Common Stock in shares of its Common
                    Stock, (y) subdivide or reclassify its outstanding Common
                    Stock into a greater number of shares, or (z) combine or
                    reclassify its outstanding Common Stock into a smaller
                    number of shares, the Series F Conversion Price in effect
                    immediately prior to such event shall be adjusted so that
                    the holder of any share of the Series F Convertible
                    Preferred Stock thereafter surrendered for conversion


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                    shall be entitled to receive the number of shares of Common
                    Stock which it would have owned or have been entitled to
                    receive after the happening of such event had the share of
                    such Series F Convertible Preferred Stock been converted
                    immediately prior to the happening of such event. An
                    adjustment made pursuant to this paragraph shall become
                    effective immediately after the record date in the case of a
                    dividend or distribution and shall become effective on the
                    effective date in the case of subdivision, combination or
                    reclassification. If any dividend or distribution is not
                    paid or made, the Series F Conversion Price then in effect
                    shall be appropriately readjusted.

               (ii) In case the Corporation shall pay, issue or distribute to
                    its holders of capital stock any shares of capital stock of
                    the Corporation or evidences of indebtedness or cash or
                    other assets (excluding (w) regular cash dividends payable
                    out of earnings in the ordinary course and distributed
                    ratably to the holders of Convertible Preferred Stock, (x)
                    distributions paid from retained earnings of the Corporation
                    and distributed ratably to the holders of Convertible
                    Preferred Stock, (y) dividends or distributions referred to
                    in clause (i) above and (z) dividends or distributions paid
                    or made to holders of shares of ---------- Convertible
                    Preferred Stock in the manner provided in Section 3 above)
                    or rights, options or warrants to --------- subscribe for or
                    purchase any of its securities then, in each such case, the
                    Series F Conversion Price shall be adjusted so that it shall
                    equal the price determined by multiplying the Series F
                    Conversion Price in effect immediately prior to the date of
                    the distribution by a fraction the numerator of which shall
                    be the Series F Conversion Price less the then fair market
                    value (as determined by the Board of Directors, whose
                    determination, if made in good faith, shall be conclusive)
                    of the portion of the capital stock, cash or assets or
                    evidences of indebtedness so distributed, or of the
                    subscription rights, options or warrants so distributed or
                    of such convertible or exchangeable securities, with respect
                    to one share of Common Stock, and the denominator of which
                    shall be the Series F Conversion Price in effect immediately
                    prior to the date of the distribution. Such adjustment shall
                    be made whenever any such distribution is made, and shall
                    become effective retroactive to the record date for the
                    determination of stockholders entitled to receive such
                    distribution. If any such distribution is not made or if any
                    or all of such rights, options or warrants expire or
                    terminate without having been exercised, the Series F
                    Conversion Price then in effect shall be appropriately
                    readjusted.

               (iii)Whenever the Series F Conversion Price is adjusted as
                    herein provided or as provided in Section 6.6(a), the
                    -------------- Corporation shall promptly file with the
                    conversion agent (or, if there is no conversion agent, the
                    secretary of the Corporation) an officer's certificate
                    setting forth such Series F Conversion Price after the
                    adjustment and setting forth a brief statement of the facts
                    requiring the adjustment, which certificate shall be
                    conclusive evidence of the correctness of the adjustment.
                    Promptly after delivery of the


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                    certificate, the Corporation shall prepare a notice of the
                    adjustment of such Series F Conversion Price setting forth
                    such Series F Conversion Price and the date on which the
                    adjustment becomes effective and shall mail the notice of
                    such adjustment of the Series F Conversion Price (together
                    with a copy of the officer's certificate setting forth the
                    facts requiring such adjustment) to the holder of each share
                    of the Series F Convertible Preferred Stock at such holder's
                    last address as shown on the stock books of the Corporation.

     6.6 Additional Adjustment.

          (a) In case the Corporation shall (i) sell or issue shares of its
Common Stock, (ii) issue rights, options or warrants to subscribe for or
purchase shares of Common Stock or (iii) issue or sell other rights for the
purchase of shares of Common Stock or securities convertible into or
exchangeable into shares of Common Stock (any such shares, rights, options,
warrants or other securities issued in the case of one or more of the events
described in the immediately preceding clauses (i), (ii) and (iii) (excluding
those issuances referred to in Section 6.6(c) hereof) hereinafter referred to,
collectively, the "Securities"), at a price per share (the "New Issue Price")
less than the Series F Conversion Price, then in each such case the Series F
Conversion Price in effect immediately prior to the issuance of such Securities
shall be adjusted so that it shall equal the price determined by multiplying the
Series F Conversion Price in effect immediately prior to the issuance of such
Securities by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to the issuance of the Securities
plus the number of shares of Common Stock which the aggregate consideration
received for the issuance of the Securities would purchase at the Series F
Conversion Price in effect immediately prior to the issuance of such Securities,
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after the issuance of the Securities (after giving
effect to the full exercise, conversion or exchange, as applicable, of such
Securities). Notwithstanding the foregoing, in the event that the Corporation
shall sell or issue any Securities at a New Issue Price less than $1.50, then,
in each such case, the Series F Conversion Price in effect immediately prior to
the issuance of such Securities shall be adjusted so that it shall equal the New
Issue Price. The adjustment provided for in this Section 6.6(a) shall be made
successively whenever any Securities are issued (provided, however, that no
further adjustments in the Series F Conversion Price shall be made upon the
subsequent exercise, conversion or exchange, as applicable of such Securities
pursuant to the original terms of such Securities) and shall become effective
immediately after such issuance. In determining whether any Securities entitle
the holders of the Common Stock to subscribe for or purchase shares of Common
Stock at less than the Series F Conversion Price, and in determining the New
Issue Price of the shares of Common Stock so offered, there shall be taken into
account any consideration received by the Corporation for such Securities, any
consideration required to be paid upon the exercise, conversion or exchange, as
applicable, of such Securities and the value of all such consideration (if other
than cash) shall be determined in good faith by the Board of Directors of the
Corporation. If any or all of such Securities are not so issued or expire or
terminate without having been exercised, converted or exchanged, the Series F
Conversion Price then in effect shall be appropriately readjusted to the Series
F Conversion Price that would then be in effect had the adjustments made upon
the issuance of such Securities been made upon the basis of only the number of
shares of Common Stock delivered pursuant to Securities actually exercised,
converted or


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exchanged. For purposes of this Section 6.6(a), the number of shares of Common
Stock at any time outstanding shall not include shares held in treasury of the
Corporation or by any subsidiary of the Corporation.

          (b) Notwithstanding anything herein to the contrary, Section 6.6(a)
shall not be effective until such time as the Corporation's stockholders approve
the provisions contained therein (the "Series F Anti-Dilution Adjustment
Provisions") to the extent such approval ("Stockholder Approval") is required by
the rules of the Nasdaq SmallCap Market or any other national securities
exchange or quotation system upon which the Common Stock may be listed from time
to time. To the extent that any Securities are, prior to the Corporation
obtaining Stockholder Approval, issued at a New Issue Price that would, but for
the foregoing sentence, result in an adjustment to the Series F Conversion
Price: (i) the Series F Conversion Price shall be deemed immediately so adjusted
upon the Corporation obtaining Stockholder Approval; and (ii) to the extent that
any Holder converts any shares of Series Convertible Preferred Stock between the
time of the issuance of such Securities and the time that Stockholder Approval
is obtained, such Holder shall be entitled to receive, immediately upon the
Corporation obtaining Stockholder Approval, an additional number of shares of
Common Stock equal to the difference between the number of shares that such
Holder would have received had the Series F Conversion Price been so adjusted as
of the time of such conversion and the number of shares that such Holder
actually received upon such conversion.

          (c) The provisions of Section 6.6(a) shall not apply at any time to:
(a) the issuance of any equity securities issued at or above then fair market
value pursuant to the Corporation's employee option or stock incentive plans
approved by the Board of Directors of the Corporation; (b) any equity securities
issued at then fair market value as consideration for services of non-employee
third parties provided to the Corporation; and (c) the issuance of any equity
securities pursuant to the exercise or conversion of convertible or other
derivative securities outstanding as of the date hereof (provided no amendments
to the terms of such conversion or exercise are made after the date hereof).

     6.7 Reorganization, Recapitalization or Reclassification. If any merger,
consolidation, capital reorganization, recapitalization or reclassification of
the capital stock of the Corporation (other than a merger or consolidation of
the Corporation in which the Corporation is the surviving corporation and which
does not result in a reclassification or change in the outstanding shares of
Common Stock), or a sale, lease or other transfer of all or substantially all of
the assets of the Corporation, shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets (other
than cash dividends payable out of earnings or surplus in the ordinary course of
business) with respect to or in exchange for Common Stock, and the shares of
Series F Convertible Preferred Stock are not otherwise to be converted or
exchanged pursuant to the terms of such transaction, then, as a condition of
such merger, reorganization, recapitalization, reclassification or sale, lawful
and adequate provisions shall be made whereby each holder of a share or shares
of Series F Convertible Preferred Stock shall thereupon have only the right to
receive upon conversion of such share or shares of Series F Convertible
Preferred Stock, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore
receivable upon the conversion of such share or shares of Series F Convertible
Preferred Stock (the "Pre-Merger Conversion Shares"), such shares of stock,
securities or assets (including cash) as may be issued


<PAGE>


or payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of Pre-Merger Conversion Shares.

     6.8 Other Notice. In case at any time:

          (i)  the Corporation shall declare any dividend upon its Common Stock
               payable in cash or stock or make any other distribution to the
               holders of its Common Stock;

          (ii) the Corporation shall offer for subscription pro rata to the
               holders of its Common Stock any additional shares of stock of any
               class or other rights;

          (iii) there shall be any capital reorganization or reclassification of
               the capital stock of the Corporation, or a consolidation or
               merger of the Corporation with or into another entity or
               entities, or a sale, lease, abandonment, transfer or other
               disposition of all or substantially all its assets; or

          (iv) there shall be a voluntary or involuntary dissolution or winding
               up of the Corporation;

               then, in any one or more of said cases, the Corporation shall
give, by delivery in person, certified or registered mail, return receipt
requested or telecopier, addressed to each holder of any shares of Series F
Convertible Preferred Stock at the address of such holder as shown on the books
of the Corporation, (i) at least 10 days' prior written notice of the date on
which the books of the Corporation shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, disposition, dissolution or winding up and (ii) in the case of any such
reorganization, reclassification, consolidation, merger, disposition,
dissolution or winding up, at least 10 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (ii)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
disposition, dissolution or winding up, as the case may be.

     6.9 Stock to be Reserved. The Corporation covenants that all shares of
Common Stock that shall be so issued shall be duly authorized, validly issued,
fully paid and nonassessable by the Corporation and free from all taxes, liens
and charges with respect to the issue thereof, and, without limiting the
generality of the foregoing, the Corporation covenants that it will from time to
time take all such action as may be requisite to assure that the par value per
share of the Common Stock is at all times equal to or less than the Series F
Conversion Price in effect at the time. The Corporation will take all such
action as may be necessary to assure that all such shares of Common Stock 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. The Corporation will not take any action that
results in any


<PAGE>


adjustment of the Series F Conversion Price if the total number of shares of
Common Stock issued and issuable after such action upon conversion of the Series
F Convertible Preferred Stock would exceed the total number of shares of Common
Stock then authorized by the Certificate of Incorporation.

     6.10 Reissuance of Preferred Stock. Shares of Series F Convertible
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or redeemed or exchanged or converted, shall not be reissued as
shares of Series F Convertible Preferred Stock and shall (upon compliance with
any applicable provisions of the General Corporation Law of the State of
Delaware) have the status of authorized but unissued shares of Preferred Stock
of the Corporation undesignated as to series and may be designated or
redesignated and issued or reissued, as the case may be, as part of any series
of Preferred Stock of the Corporation other than Series F Convertible Preferred
Stock.

     6.11 Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series F Convertible Preferred Stock shall be made without
charge to the holders thereof for any issuance tax in respect thereof, provided
that the Corporation shall not be required to pay any tax that 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 Series F Convertible Preferred
Stock which is being converted.

     6.12 Closing of Books. The Corporation will at no time close its transfer
books against the transfer of any Series F Convertible Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series F Convertible Preferred Stock in any manner that interferes with the
timely conversion of such Series F Convertible Preferred Stock, except as may
otherwise be required to comply with applicable laws.

     6.13 Minimum Adjustment. No reduction of the Series F Conversion Price
shall be made if the amount of any such reduction would be an amount less than
$.025, but any such amount shall be carried forward and reduction with respect
thereof shall be made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $.025 or more.

7. Adjustment of Face Value. In case the Corporation shall subdivide or
reclassify its outstanding Series F Convertible Preferred Stock into a greater
number of shares or combine or reclassify its outstanding Series F Convertible
Preferred Stock into a smaller number of shares, the Series F Face Value in
effect immediately prior to such event shall be adjusted to reflect such
increase or decrease. An adjustment made pursuant to this Section 7 shall become
effective on the effective date of subdivision, combination or reclassification.



                 [Remainder of page intentionally left blank.]


<PAGE>


          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designations this 23rd day of June, 2005.



                                    BLUEFLY, INC.


                                    By:/s/ Melissa Payner-Gregor
                                       --------------------------------
                                    Name:  Melissa Payner-Gregor
                                    Title: Chief Executive Officer and President




