                                                                    Exhibit 99.2

        Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[***]," have been
separately filed with the Securities and Exchange Commission.

                               STATEMENT OF WORK 1

The following Statement of Work ("Statement of Work") includes terms of and
incorporates by reference the Master Service Agreement between NewRoads Inc.
("NewRoads") and Bluefly, Inc. ("Company") dated July 27, 2005 ("Master Services
Agreement").

This Statement of Work is effective as of July 27, 2005 ("Effective Date").

1.      TERM. The initial term of this Agreement shall commence on July 27, 2005
        (the "Commencement Date"), continue for two years and shall expire on
        July 26, 2007 (the "Expiration Date") unless earlier terminated in
        accordance with this Section or elsewhere in this Agreement (the
        "Initial Term"). This Agreement shall automatically be renewed for
        successive one-year terms (each, a "Renewal Term," and, together with
        the Initial Term, the "Term") commencing after the expiration of the
        Initial Term or Renewal Term unless NewRoads or Company provides the
        other with at least 120 days prior written notice of its election to
        terminate this Agreement at the end of the Initial Term or Renewal Term
        (as applicable). Thereafter, the Term may be extended only by agreement
        of the parties signed by both parties.

2.      SERVICES. The Services shall include the following services plus any
        Special Services and other services for which the parties shall have
        agreed and for which either Transaction Fees or other Fees have been
        established:

    a.  Transaction Services: The following services are provided to Company by
        NewRoads. The parties acknowledge and agree that the services described
        below are all of the services currently provided by NewRoads to Company
        under the Original Agreement. Services not specifically listed may, or
        may not, be available from NewRoads, but regardless, are specifically
        not provided. Any change to this list of Services requires establishment
        of an appropriate Fee.

        i.      Client Services

            1)      Provide skilled and knowledgeable management personnel to
                    coordinate and direct internal operations and insure
                    execution of Company's business is accordance with Company's
                    rules and standards, as agreed. Assign a mutually acceptable
                    Account Manager, who shall act as the principal day-to-day
                    liaison between the parties.

            2)      Maintain Promotional & Product data for sales, marketing and
                    reporting purposes.

            3)      Make available to the Company an agreed set of reports and
                    information (the "Reports") via a telecommunications link at
                    such times and at such schedule as the parties shall agree.

            4)      Develop customized reports to Company's specifications.

            5)      Manage an Imprest Fund for certain pass-through &
                    reimbursable expenses as specified in this or a subsequent
                    Statement of Work

            6)      Provide new program start-up services as agreed between the
                    parties.

                                                                    Page 1 of 12
<PAGE>

            7)      Upon termination of Agreements, provide close down services
                    as necessary to remove Company Merchandise and Data from
                    NewRoads systems and facilities.

            8)      Coordinate business reviews involving Company and NewRoads,
                    as may be appropriate.

            9)      Make staff available for merchandise and web site training
                    at the Company's reasonable request.

            10)     Maintain and operate a drop ship and affiliate partner
                    program as agreed between the parties.

            11)     On behalf of the Company, make payments from the Imprest
                    Fund for invoices approved by the Company for fulfillment
                    related expenses.

            12)     Create and dispatch customer notices according to legal
                    requirements or the Company's lawful written instructions.

            13)     Provide problem resolution and support services, as required
                    to insure necessary levels of customer service.

        ii.     Value Added Processes

            1)      Provide certain value added services, specifically:

                a)      Gift wrapping

        iii.    Fulfillment Services

            1)      Pick/Pack/Ship backordered merchandise according to
                    specifications set forth by the Company.

            2)      Pick/Pack/Ship active or reserve merchandise according to
                    specifications set forth by the Company.

            3)      Insert additional materials (package inserts) into outbound
                    shipments per Company's instructions, and use any specific
                    packaging materials or packing processes, per Company's
                    instructions.

            4)      Process customer returns:

            5)      Support the fulfillment of catalog requests, as necessary

            6)      Issue gift certificates and other purchase incentives in
                    accordance with the Company's lawful written instructions.

            7)      Support the customization of products, according to the
                    Company's written instructions, when requested by the buyer.

            8)      Provide same-day shipping of overnight packages upon
                    customer request.

            9)      Assemble Company's merchandise into Company defined kits for
                    resale.

            10)     Prepare Merchandise for distribution to stores, upon
                    Company's written instructions. Such requests must be
                    received not less than two weeks prior to the date
                    Merchandise must be shipped.

                                                                    Page 2 of 12
<PAGE>

        iv.     Inventory Management Services

            1)      Receive merchandise against purchase orders provided by the
                    Company either electronically or by hard copy as agreed
                    between the parties.

                a)      Sign for the number of cartons received
                b)      Perform quantity checks, quality assurance checks and
                        inspection
                c)      Non-problem merchandise: process into active, reserve or
                        backorder status
                d)      Problem merchandise: segregate, notify Company, in such
                        form and at such times as agreed between the parties,
                        resolve problem as directed by Company.

            2)      Prepare Merchandise for sale, as instructed by Company.

            3)      Receive, inspect and process returned merchandise in
                    accordance with mutually agreed specifications with respect
                    to (i) refurbishment, (ii) holding it pending receipt of RA
                    number, (iii) returning it to active or reserve inventory,
                    and (iv) setting it aside for liquidated or special
                    handling; issue credits to Customers or provide replacement
                    Merchandise as appropriate.

            4)      Notify Company of returned merchandise in such form and such
                    times as agreed between the parties.

            5)      Provide warehouse security.

            6)      Provide specialized warehouse storage [such as highly secure
                    or freezer storage] as required by the Company.

            7)      Cycle count all reserve locations once each calendar
                    quarter. Cycle counting in excess of this standard may
                    result in additional charges.

            8)      Provide Company with bulk storage space for merchandise
                    inventory in excess of immediate sale demand.

            9)      Provide Company with active storage space for merchandise
                    inventory to meet immediate sale demand.

            10)     Refurbish products as instructed by Company.

        v.      Technology Services

            1)      Use of and technical integrations, as required, with the
                    NewRoads proprietary order entry fulfillment system (the
                    "System").

            2)      Maintain a backup and "disaster recovery" system and
                    procedures in accordance with NewRoads specifications.

            3)      Provide for customization of computer processing systems as
                    requested in writing by the Company, within limitation
                    specified by NewRoads.

            4)      Provide various computer-processing services, as listed on
                    the NewRoads Fee schedule.

            5)      Arrange for any required telecommunications connectivity
                    necessary to support the Company's business.

            6)      Provide training to Company personnel on NewRoads systems,
                    at either NewRoads or Company locations

                                                                    Page 3 of 12
<PAGE>

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[***]," have been
separately filed with the Securities and Exchange Commission.

            7)      Provide Company personnel with real-time access to NewRoads
                    operating applications.

            8)      Help desk support from 8:00 a.m., EST to 5:00 p.m., EST, and
                    reasonable escalation paths for emergencies outside of
                    normal hours of support, consistent with NewRoads normal
                    operating policies.

3.      SERVICE LEVELS.

    a.  Peak Weeks shall be deemed to be the Company's 10 highest order volume
        weeks during a calendar year as determined from the Annual Forecast for
        such year as updated by Quarterly Forecasts and Revised Quarterly
        Forecasts, provided that any such Revised Quarterly Forecast shall have
        been received by NewRoads at least four weeks prior to such Peak Week.

    b.  No Service Level Agreement by NewRoads shall be cause for a non-monetary
        default or breach of this Agreement when measured over a period of time
        shorter than the period of time covered by a Forecast provided by
        Company to NewRoads.

    c.  Service Level Agreements

            i.  In stock order shipment if received by cut-off time (other than
                orders for next day delivery), measured weekly.

                    1)  Non-Peak Days: [***].

                    2)  Peak Days: [***].

            ii. Orders for next day delivery, received by cut-off time.

                    1)  [***].

            iii. Cut off Times

                    1)  Non-Peak Days: [***]

                    2)  Peak Days: [***]

            iv. Merchandise received, from dock to stock, if received by noon,
                measured weekly. Measurement begins when the Merchandise and
                "sufficient paperwork" is received, whichever is later.

                    1)  Non-Peak Days: [***].

                    2)  Peak Days: [***]

                    3)  [***]% count check in Merchandise receiving with
                        notation of all discrepancies (overages, short-ships,
                        etc.)

                    4)  Quality control check of [***]% of each shipment (in
                        accordance with instructions of the Company) inspecting
                        selected items for damages and comparing against
                        original sample for matching characteristics and
                        quality, provided that the Company may increase the
                        quality

                                                                    Page 4 of 12
<PAGE>

                    Portions of this exhibit have been omitted pursuant to a
                    request for confidential treatment. The omitted portions,
                    marked "[***]," have been separately filed with the
                    Securities and Exchange Commission.

                    control percentage up to [***]% on particular styles or
                    classes of Merchandise at its sole discretion.

            v.  Returns processed, from receipt to completion of all required
                financial and inventory transactions and restocking of saleable
                merchandise (including any necessary refurbishment), if received
                by noon, measured weekly. Measurement excludes anytime that
                Company's Blue Martini application is unavailable to NewRoads
                for returns processing.

                    1)  Non-Peak Days: [***].

                    2)  Peak Days: [***].

            vi. Returned shipments with: wrong item shipped, duplicate items
                shipped, missing items from package, or insufficient quantity
                not to exceed [***] of total orders shipped on a yearly basis.

            vii. Senior operating executives at NewRoads will be reasonably
                available to meet (in person or via telephone as the parties
                shall determine is necessary) and comprehensively review the
                Services in order to identify and jointly seek to implement any
                productivity and methods improvements that can reasonably be
                expected to reduce costs to the Company and otherwise improved
                the level of the Services performed by NewRoads.

4.      FORECASTS. The parties acknowledge that orders for Merchandise may not
        be uniform from month to month as a result of various factors, including
        the seasonal nature of the demand for Merchandise and advertising and
        marketing schedules which are subject to constant changes, and that the
        inability of Company accurately to predict the volume of orders to be
        processed or the inventory to be received and warehoused on a weekly
        basis may have a detrimental effect on NewRoads' ability to provide the
        Services in accordance with the Service Levels. Company recognizes and
        understands the importance of keeping NewRoads informed at all times of
        forecasted order volumes, schedule changes, fast and slow selling items,
        Merchandise or vendor problems and all other material business issues
        which might have an effect upon the performance by NewRoads of its
        obligations hereunder and shall provide NewRoads with reasonable notice
        after Company is aware of any changes in any such forecasted items.
        Specifically, but without limiting the generality of the foregoing,
        Company agrees as follows:

    a.  Company shall deliver to NewRoads an Annual Forecast at least three
        months prior to the beginning of each successive calendar year during
        the Term, in respect of such calendar year.

    b.  Four weeks prior to the first day of each calendar quarter, Company
        shall deliver to NewRoads a Quarterly Forecast.

    c.  Company shall deliver to NewRoads a Revised Quarterly Forecast whenever
        it believes that any business condition may have the effect of changing
        materially any item of the previous Quarterly Forecast furnished to
        NewRoads. In the event that Company experiences an actual increase in
        any forecast part of its business in respect of any week of more than
        Allowable Forecast Variance, as specified in a Statement of Work, over
        that projected for such activity for such week as set forth in any
        applicable Quarterly Forecast (or a Revised Quarterly Forecast which has
        been delivered to NewRoads at least four weeks prior to such week) and
        has not advised NewRoads in writing at least four weeks prior to such
        week that such increase is forecasted, then NewRoads shall use
        commercially reasonable efforts to meet those Service Levels directly or
        indirectly affected by the increased level of activity (but shall not be
        responsible for any failure to meet such Service Levels that is directly
        caused by such increased level of activity) for so long as Company's
        volume exceeds by more than Allowable Forecast Variance the volume
        projected in the most recent Quarterly Forecast or Revised Quarterly
        Forecast for such activity.

                                                                    Page 5 of 12
<PAGE>

    d.  The information contained in Quarterly Forecasts, Revised Quarterly
        Forecasts and Annual Forecasts provided by Company to NewRoads shall be
        reasonably related to and consistent with the actual operating history
        of Company, subject to deviations therefrom as reasonably required by
        changes in circumstances.

5.      INVENTORY. Merchandise inventory shall be handled and processed as
        follows:

    a.  Company shall transmit to NewRoads, prior to the starting point of the
        receiving SLA, sufficient information to allow NewRoads to (1) properly
        publish a purchase that NewRoads can receive against (2). permit
        NewRoads to identify the Merchandise as that of Company and (3) to
        permit NewRoads to match the physical product with the Company supplied
        information. NewRoads will provide Company with notice of the receipts
        and requests for purchase order information within 4 hours of receipt of
        the merchandise from the carrier, NewRoads shall use commercially
        reasonable efforts but is under no obligation to receive Merchandise on
        behalf of Company if it does not receive the information required to
        complete a publish a purchase order..

    b.  For inbound shipments, except for shipments delivered by "parcel"
        carriers, such as UPS, FedEx, DHL or the U.S. Postal Service, Company
        shall advise its vendors that motor carriers must contact NewRoads at
        least one Business Day prior to delivery and make a delivery appointment
        prior to arrival. Inbound shipments arriving at a NewRoads warehouse
        without one Business Day's prior notice may be refused or delayed by
        NewRoads depending on the space and manpower available at the time of
        arrival. Each inbound shipment must have a packing slip and each carton
        must be marked with the purchase order number.

    c.  NewRoads shall use its commercially reasonable efforts to comply with
        Company's written instructions regarding handling and disposing of
        Problem Merchandise and shall submit to Company a report of Problem
        Merchandise as soon as practicable after having received it. NewRoads
        shall not include Problem Merchandise in the inventory of items
        available for shipment to customers but shall include such Problem
        Merchandise in a separate inventory stored at storage rates as specified
        in the applicable Statement of Work for the first 30 days and
        thereafter, upon five (5) Business Days prior written notice to Company,
        at the Problem Merchandise Rate. Company acknowledges that Problem
        Merchandise cannot be stored indefinitely and that all Problem
        Merchandise shall be removed at Company's expense within 30 days after
        NewRoads notifies Company of specific details relevant to the reasons
        for the classification of the Merchandise as Problem Merchandise.
        Following the end of such 30 day period, NewRoads has the right to
        dispose of the Problem Merchandise, upon five (5) Business Days prior
        written notice, by returning the Merchandise to Company on a freight
        collect basis or taking any other actions which are reasonable under the
        circumstances; provided, however, that NewRoads shall follow Company's
        reasonable directions with respect to any other disposition (at
        Company's expense) of the Problem Merchandise. Once Merchandise has been
        adequately repaired or reconstituted so that its processing no longer
        imposes an unreasonable hardship on NewRoads, NewRoads agrees promptly
        to remove such Merchandise from its Problem Merchandise status and to so
        notify Company in writing within 10 Business Days.

    d.  Company acknowledges that Company shall be solely responsible for
        selecting, purchasing, paying for and arranging for the shipment to
        NewRoads of Merchandise, and NewRoads agrees that it shall not have and
        shall not represent that it has any authority to undertake any of such
        activities on Company's behalf.

    e.  In the event that any Merchandise shipped by NewRoads to end user
        customers is returned as damaged, returned as undeliverable or lost,
        NewRoads shall notify Company, store damaged Merchandise as Problem
        Merchandise pending inspection by the carrier, file tracers for the lost
        shipments and claims for damaged and lost shipments which originated
        from NewRoads, and reimburse Company for any money paid or credited to
        NewRoads by the common carrier as a result of such claims within 30 days
        after receipt.

    f.  NewRoads reserves the right to refuse, without liability of any kind,
        acceptance of Merchandise which, because of its condition, might cause,
        in NewRoads' reasonable sole judgment, infestation, contamination, or
        damage to the warehouse facility or to other goods in the custody of
        NewRoads. NewRoads shall notify Company of its refusal to accept any
        such Merchandise and the reason for its refusal within one Business Day
        after such refusal. If NewRoads believes that any Merchandise has caused
        or may cause damage to the

                                                                    Page 6 of 12
<PAGE>

        Portions of this exhibit have been omitted pursuant to a request for
        confidential treatment. The omitted portions, marked "[***]," have been
        separately filed with the Securities and Exchange Commission.

        warehouse facility or to any other goods in the custody of NewRoads or
        has characteristics which make its storage illegal, NewRoads, after
        giving reasonable notice to Company, may dispose of the Merchandise in
        any lawful manner and will incur no liability by reason of such
        disposal, and Company shall pay NewRoads any costs incurred by NewRoads
        in connection with such disposal as well as storage at the Problem
        Merchandise Rate from the date NewRoads notifies Company of such belief.

    g.  At least one annual Physical Inventory will be performed at Company's
        request, timed to coincide with the end of Company's fiscal year.
        Additional Physical Inventories may be requested by Company with
        reasonable notice, given the circumstances and business environment at
        the time such request is made, and NewRoads will use commercially
        reasonable efforts to accommodate requests for additional physical
        inventories. Such requests for physical inventory or cycle counts shall
        be billed as part of Actual Variable Costs.

    h.  At least once per quarter, appropriate NewRoads personnel will review
        the layout of the Merchandise and pick locations in order to determine
        whether any changes can be made to such layout in order to minimize
        Company's costs, and any suggested changes resulting from such review
        shall be implemented promptly.

6.      REPORTS. NewRoads shall continue to provide the reporting that it
        currently provides to Company, as well as any new reports that may be
        mutually agreed to. Customization fees may apply to any such new
        reports.

7.      OBLIGATIONS & ASSUMPTIONS.

    a.  The Fees, as shown in Attachment 1, are based upon NewRoads Standard
        Operating Procedures and the services that NewRoads has performed for
        Company under the Original Agreement. While the parties are both
        familiar with the current processing requirements, the parties further
        recognize that some process requirements may change over time.
        Therefore, the parties agree that if either party identifies a process
        to which major changes must be made, that party may bring the process to
        the attention of the other to seek (1) a revision to the process and/or
        (2) a revision of the fee related to such process. Considering the fee
        structure of this agreement, the parties concur that this paragraph
        should apply to processes which would affect fixed fees identified in
        Attachment 1 (for example, changes to the types of products sold, which
        require changes in storage requirements), and not to processes, the
        costs of which would be recovered under the Adjusted Actual Variable
        Cost (for example, changes to the packing process). Further, if in the
        commercially reasonable determination of either party, the scope of
        Services or volume of transactions hereunder materially changes during
        the Term from what is currently contemplated, the Rates shown in
        Attachment 1 may be subject to revision. Upon the parties failure to
        agree to such revision after good faith negotiations, either party may
        terminate the Agreement upon 120 days prior written notice.

    b.  Company may request a material adjustment to the scope or volume of
        Services provided with respect to this Statement of Work, or may add
        additional Statements of Work, by submitting a written proposal to
        NewRoads. Provided that NewRoads agrees to provide such Services, the
        parties shall agree to an amendment to this Statement of Work or the
        creation of a new Statement of Work. Such Statement of Work shall
        provide for reasonable fee adjustments to compensate NewRoads for any
        increases in Services involving increased labor or other costs, provided
        such price adjustments are agreed to by Company.

8.      ALLOWABLE FORECAST VARIANCE. The Allowable Forecast Variance shall be
        [***].

9.      INVENTORY SHRINKAGE REIMBURSEMENT

    a.  Merchandise

        i.  [***] percent of all Merchandise Inventory Shrinkage which is equal
            to or less than [***] percent,
        ii. [***] percent of all Merchandise Inventory Shrinkage which exceeds
            [***] percent.

                                                                    Page 7 of 12
<PAGE>

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[***]," have been
separately filed with the Securities and Exchange Commission.

    b.  Non-Merchandise

        i.  [***] percent of all Non-Merchandise Inventory Shrinkage which is
            equal to or less than [***] percent,
        ii. [***] percent of all Non-Merchandise Inventory Shrinkage which
            exceeds [***] percent but is equal to or less than [***] percent,
            and
        iii. [***] percent of all Non-Merchandise Inventory Shrinkage which
            exceeds [***] percent.

10.     FEES. Company shall pay NewRoads the fees delineated in Attachment 1.

    a.  Billing the Estimated Variable Cost Per Order. The Estimated Variable
        Cost Per Order shall be billed weekly based upon the Actual Variable
        Cost Per Order. On the last invoice of each month, the Estimated
        Variable Cost Per Order shall be reconciled, in accordance with past
        practices, to the Adjusted Actual Variable Cost Per Order and any
        variance in such reconciliation shall be included as a debit or credit
        on the same invoice.

11.     INVOICING & PAYMENT TERMS.

    a.  Invoices shall be rendered to Company weekly for Services performed or
        any other financial obligation due NewRoads from Company.

    b.  Payments shall be due 15 days from the date received by Company.

12.     NOTICES

    a.  If to NewRoads: NewRoads, Inc., 730 E Church St, Martinsville, Virginia
        24112; Attn: General Manager; Fax: 276-670-2121; Phone: 276-670-2100.

        i.      With copies to:

            1)      NewRoads, Inc. 730 E Church St, Martinsville, Virginia
                    24112; Attn: Corporate Counsel; Fax: 276-670-2121; Phone:
                    276-670-2100.

            2)      Kane Kessler, PC; 1350 Avenue of the Americas; New York, NY
                    10019-4896; Attn: Robert L. Lawrence, Esq.; Fax:
                    212-245-3009; Phone: 212-541-6222.

    b.  If to Company: If to Company: Bluefly, Inc.; Attn: Patrick Barry; 42
        West 39th Street, New York, NY 10018; Fax: 212-869-6916; Phone
        212-944-8000.

            1)      With a copy to: Bluefly, Inc.; Attn: Jon Freedman; 42 West
                    39th Street, New York, NY 10018; Fax: 212-937-2015; Phone
                    212-944-8000.

                                                                    Page 8 of 12
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Statement of Work to be
executed by their duly authorized representatives as of the date first written
above.

NewRoads, Inc.                               Bluefly, Inc. ("Company")


By:    /s/ David P. Himes                    By:    /s/ Patrick C. Barry
       ---------------------------------            ----------------------------
Name:  David P Himes                         Name:  Patrick Barry

Title: Senior Vice President                 Title: Chief Operating Officer and
                                                    Chief Financial Officer

Date:  March 21, 2005                        Date:     March 21, 2005

                                                                    Page 9 of 12
<PAGE>

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked "[***]," have been
separately filed with the Securities and Exchange Commission.

Attachment 1
Fee Schedule

    Line Item           Unit of Measure    Period of Measure   Unit Fee
--------------------    ---------------    -----------------   ----------------
Fixed Fee per Order     Order Accepted                          see table below
Reserve Storage         Pallets            Week                [***]
Primary Pick Storage    Square Foot        Week                [***]
Programming             Hour                                   [***]
Account Management                         Week                [***]
Technology Services     Order Accepted     Week                 see table below

Adjustment to Actual Variable Cost                             [***]

                        Gross Orders from  Gross Orders to
Fixed Fee per Order                  up to [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]              [***]               [***]
                        [***]                          or more [***]

Technology Services                  up to [***]               [***]
                        [***]              [***]               [***]
                        [***]                          or more [***]

     Task                         Comment                  Unit           Rate
----------------------    ------------------------------   ----           -----
Hourly Rates              This rates apply to Special Services or other
                          Client-authorized activity not covered by transaction
                          or periodic fees
 Staff Training                                            hour           [***]
 Training Preparation                                      hour           [***]
 Client Service Support                                    hour           [***]
 Warehouse Labor                                           hour           [***]
 Supervisor Labor                                          hour           [***]
 Help Desk                billed in 15 minute increments   hour           [***]
 Programmer                                                hour           [***]

    1.      For purposes of calculating the Fixed Fee per Order and the
            Technology Services Fee, Gross Orders shall be measured the
            projected 12-month volume of Gross Orders (as hereinafter defined)
            at the beginning of each calendar year of the Term, provided that,
            to the extent that such 12-month volume

                                                                   Page 10 of 12
<PAGE>

            Portions of this exhibit have been omitted pursuant to a request for
            confidential treatment. The omitted portions, marked "[***]," have
            been separately filed with the Securities and Exchange Commission.

            exceeds projections, the Fixed Fee Per Order will be based upon the
            actual volume of Gross Orders during such year. At the end of each
            calendar year of the Term, the Fixed Fee Per Order and Technology
            Services Fee will be adjusted retroactively and the Company will
            receive a credit for any overcharge or be invoiced for any
            undercharge.. No Fixed Fee Per Order will be charged for back
            orders.

    2.      To the extent that the Company experiences product returns that are
            the result of NewRoads' picking errors (including, without
            limitation, wrong items shipped, duplicate items, items mistakenly
            shipped, missing items or components or damaged items) ("Error-Based
            Returns"), and such Error-Based Returns exceed [***] of all items
            shipped during any calendar year, then NewRoads shall issue to the
            Company a credit in the amount of the sum of the Fixed Fee Per Order
            and Technology Services Fee originally applied to the order of which
            such returned product was a part for each Error-Based Return in
            excess of [***] of units shipped. To the extent that such
            Error-Based Returns exceed [***] of all items shipped on during such
            calendar year, then NewRoads shall issue the Company a credit as
            prescribed in this section 5(b)(ii) plus an additional $[***] for
            each Error-Based Return. Orders processed during calendar year 2005
            but prior to the Effective Date shall be included in all
            calculations relating to the Fixed Fee per Order, the Technology
            Services fees and any adjustments or credits thereto.

    3.      There will be no space fees charged for receiving areas, packing
            areas or shipping areas.

    4.      Company will not be charged any programming or other expenses in
            connection with any changes to NewRoads' systems, which are
            instigated by NewRoads, and any QA necessary to ensure the proper
            integration of Company's systems with such changes to NewRoads'
            systems.

    5.      With the exception of the fees set forth above, Company will not be
            charged for any additional fees without its prior written approval,
            including, but not limited to, fees for inserts e-mails, bins,
            racking and other equipment.

    6.      The Termination Fee shall be $[***].

                                                                   Page 11 of 12
<PAGE>

Attachment 2
Escalation Schedule

In order to insure that each party has the appropriate contact information is
circumstances warrant escalating any open issue between the parties, contact
information, including name, title, phone, fax and e-mail address, is provided
below. Each party agrees to notify the other promptly of any change to this
information.

        1.  For NewRoads

                a.  Primary Contact - Rhonda Frith, Account Executive
                b.  Secondary Contact - Lisa Bogle, Director of Client
                    Solutions,
                c.  Executive Contact - David P Himes, Senior Vice President,
                    703-912-9594, 703-783-0323 (fax), david.himes@newroads.com

        2.  For Company

                a.  Primary Contact -- TBD
                b.  Secondary Contact -- TBD
                c.  Tertiary Contact -- TBD
                d.  Executive Contact -- TBD

                                                                   Page 12 of 12
