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<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
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<CITY>NEW YORK
<STATE>NY
<ZIP>10018
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<FILENAME>bl61370.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 28, 2006

                                  BLUEFLY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                  001-14498               13-3612110
   ----------------------------       ------------       ----------------------
   (State or other jurisdiction       (Commission            (IRS Employer
         of incorporation)            File Number)       Identification Number)

      42 West 39th Street, New York, New York                    10018
      ----------------------------------------                 ----------
      (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

================================================================================

<PAGE>

                SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS
             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 28, 2006, the Company entered into a Master License  Agreement (the
"Master License Agreement") with Art Technology Group, Inc. ("ATG"), pursuant to
which the  Company  will  license  certain  technology  from ATG to be used as a
platform for future  versions of the  Company's  Web site,  and ATG will provide
certain support and consulting services in connection  therewith.  A copy of the
Master  License  Agreement is included as Exhibit 99.1 to this Current Report on
Form 8-K, and the terms thereof are incorporated herein by reference.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              BLUEFLY, INC.
                                              (Registrant)


Date: October 3, 2006                         By:    /s/ Patrick C. Barry
                                                     ---------------------------
                                              Name:  Patrick C. Barry
                                              Title: Chief Operating Officer and
                                                     Chief  Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.

99.1 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bl61370ex991.txt
<DESCRIPTION>EXHIBIT-99.1
<TEXT>
                                                                    Exhibit 99.1

                            MASTER LICENSE AGREEMENT

AGREEMENT NO.:     BF0906

Customer Name:     Bluefly, Inc.

Address:           42 West 39th Street, Floor 9

City, State, Zip:  New York, NY 10018

This Master  License  Agreement  is entered  into by and between Art  Technology
Group,  Inc.,  a Delaware  corporation,  having a place of  business at One Main
Street,  Cambridge,  MA 02142 ("ATG") and the entity  identified above (together
with any future  parent or  subsidiary  entities  subject to Section 13.8 below)
("Customer").  The following Addenda (or any amendment thereof) and Order Forms,
constitute a part of Agreement:

        As Applicable:

        Addendum A:       Maintenance and Support of Programs
        Addendum B:       Professional Services
        Order Form:       ATG Product and Support Order Form

1.      DEFINITIONS.

"Agreement"  means  this  Master  License  Agreement  and all  related  Addenda,
Amendments, Order Form(s), Attachment(s), Exhibit(s) or Schedule(s), if any.

"Concurrent User" means any employee or independent  contractor of Customer (or,
with certain specified Programs, Customer's end-user) who is permitted to access
and use the Programs. The maximum number of Concurrent Users is specified in the
Order Form(s).

"Customer" shall mean the entity listed above under "Customer Name".

"CPU" means a single  processor  incorporated  as part of a single server.  Each
core in a multi-core or dual core processor  will be treated as a  processor/CPU
for the purpose of this Agreement.

"Development  License"  shall  mean the right and  license to create a Web Site;
however, such license shall not be used for production (live) Web Sites.

"Documentation"  means the user manuals and other documentation for the Programs
normally made available electronically to Customer with the Programs.  Copies of
the Documentation may be found on the ATG Web Site at www.atg.com.

"Effective  Date"  shall  mean  the date  that ATG  signs  this  Master  License
Agreement.

"Enterprise-Wide License" shall mean the right and license to install and use in
a production,  staging and development  settings an unlimited number of licenses
of such  Programs on any number of CPUs or Servers,  for the duration of the ELA
Term (defined below).

"ELA Term" is defined on the applicable Order Form.

"Individual  User" means any employee or  individual  independent  contractor of
Customer to whom Customer has issued a personal  user ID and password.  Customer
shall ensure that only one personal ID is assigned to each  Individual  User and
that no more  than  one  Individual  User  uses a  single  personal  user ID and
password.  Individual  User does not mean a corporation,  company,  partnership,
association,  entity or organization.  The maximum number of Individual Users is
specified in the Order Form.

"Maintenance",  "Support" or "Maintenance and Support" shall have the respective
meanings set forth in the Maintenance and Support Addendum.

"Order(s)"  or "Order  Form(s)"  means the forms  furnished  by ATG to  Customer
evidencing  the  purchase  of a license to use a Program  or to receive  support
under this Agreement.

"Price List" means the  publication  issued from time to time by ATG  describing
the  Programs  then  available  for license by ATG,  and related  License  Fees,
Maintenance Fees and fees for professional services.

"Production  License" shall mean the right and license to run a live Web Site in
a production environment.

"Program(s)" or "Licensed  Program(s)" means the  machine-readable,  binary code
version of the computer  software products listed in Order Form(s) and described
in more detail in ATG's then current Price List, and any and all  modifications,

                                       -1-
<PAGE>

corrections or enhancements which become part of such computer software product,
as licensed by ATG in accordance with the terms of this Agreement.

"Server" means a computer file server identified by an individual IP address and
comprised of one or more CPUs.

"Staging  or  Testing  License"  shall  mean the  right and  license  to use the
Programs for quality assurance and load testing of a Web Site. Such Licenses may
not be used for production purposes or "going live."

2.      LICENSE GRANT AND RESTRICTIONS.

        2.1     General.

        (a)     Perpetual  License.  Subject  to the terms and  limitations  set
forth in this  Agreement,  ATG grants to  Customer a  worldwide,  non-exclusive,
non-transferable (except as specifically set forth in this Agreement), perpetual
right and license to use the one or more Programs listed on an Order Form.

        (b)     Enterprise-Wide  License.  Subject to the terms and  limitations
set forth in this Agreement,  ATG grants to Customer an Enterprise-Wide  License
for those  Programs  identified as  "Enterprise"  or "ELA" in the "License Type"
Column of the Order Form.  Beginning  on the  effective  date of the  applicable
Order Form and ending on the  termination  date identified on such Order Form as
the "ELA Term",  Customer shall have the right and license to install and use an
unlimited  number of licenses of such Programs on any number of CPUs or Servers.
At the end of the ELA Term,  Customer shall certify to ATG in writing the number
of CPUs, Servers or Concurrent Users in active production and use and Customer's
right and license to continue to use such Programs shall be perpetual, but shall
be limited to such certified CPUs and Servers.

        (c)     License Types. Depending on the Program identified on the Order,
unless otherwise specified in the applicable Order, a copy of the Program(s) may
be used in only  one of the  following  ways:  (1)  only on the  number  of CPUs
associated  with certain  Server(s)  identified in the  applicable  Order (or on
replacement  Server(s) identified to ATG in writing);  or (2) only on the number
of named Servers  identified in the applicable  Order;  or (3) not to exceed the
number of Individual Users or Concurrent Users identified in the Order Form. The
foregoing  limitations  shall not apply to an Enterprise  License during the ELA
Term.

        (d)     Restrictions.

                (i)     No  Hosting  Rights/ASP  Rights.  Customer  may  use the
Programs  only to host its own Internet  site(s) to which third parties may have
access  and may not  provide  hosting,  service  bureau or  application  service
provider services to third parties.

                (ii)    Backup  Copies.  If a  licensed  Server  is  temporarily
inoperable,  Customer may transfer the Programs to another  Server having use of
no more than the same number of CPUs as were in the licensed  inoperable Server,
but only  until the  inoperable  Server  becomes  functional  or is  permanently
replaced.  A backup copy of the Program may also be used for  disaster  recovery
purposes.  Customer may not copy the Programs,  except for the disaster  recover
purposes specified above, unless specifically  authorized by ATG in writing. The
foregoing  limitations  shall not apply to an Enterprise  License during the ELA
Term.

        (e)     Supplemental Program Use Restrictions.  Supplemental modules are
delivered  with and may be required in order to run certain  Programs  including
the ATG Content Administration,  ATG Commerce, Adaptive Customer Assistance, ATG
Forum  and  Adaptive  Customer  Outreach  product  modules  (collectively,   the
"Restricted   Programs").   If  Customer  has  purchased  a  Restricted  Program
containing supplemental modules, it may only:

                (i)     access the  functionality  of those modules for which it
has specifically purchased a license;

                (ii)    where required for proper  functioning of the Restricted
Programs, use the supplemental modules to run the Restricted Program(s);

                (iii)   use  the  Restricted   Programs  on  certain  designated
servers ("Designated  Servers"),  provided that, during the ELA Term, it may use
the Restricted Programs on any servers;

                (iv)    use the  search  engine  supplied  with  the  Restricted
Programs to index and access content managed by those Restricted Programs; and

                (v)     use other ATG Programs for which Customer has obtained a
Production license,  on the Designated  Server(s) (other than for the purpose of
running the Restricted Program(s)).

3.      TITLE.

        3.1     The Programs  furnished  under this Agreement are licensed,  not
sold, to Customer.  ATG and its suppliers possess all right,  title and interest
in and to the Programs,  trademarks,  service marks,  trade names,  trade dress,
trade secrets and Documentation,  and Customer  acknowledges that it receives no
such right,  title or interest  except for the limited right of use described in
this Agreement.

        3.2     Customer shall do nothing  inconsistent  with ATG's title to the
Programs,  and shall not  reproduce  (except as  specifically  permitted by this
Agreement),  decompile,  disassemble,  or reverse  assemble  any  portion of the
Programs or  otherwise  derive its source  code,  except to the extent that such
activity is expressly permitted by applicable local law.

4.      ORDERING PROGRAMS AND SERVICES.

        4.1     Ordering.  An Order will be binding on both  parties when signed
by  authorized  representatives  of each  party.  Each Order  shall  include the
following information: 1) each Program

                                       -2-
<PAGE>

licensed  or to which  Maintenance  shall  apply,  2) the  Server on which  such
Program will be used, its location and IP address, 3) the number of CPUs in each
licensed Server or  Enterprise-Wide  License,  and 4) the fees applicable to the
number of CPUs in each licensed  Server and/or covered by Maintenance  services.
No additional or different terms in any purchase order or similar document shall
modify the terms of this Agreement whether or not signed by ATG.

        4.2     Additional Licenses. Program licenses are based on the number of
CPUs in the licensed Server or the number of seats. If Customer adds one or more
CPUs to a  licensed  Server or  additional  seats,  Customer  shall  notify  ATG
promptly  (but in no  event  less  than  ten (10)  days)  of such  addition  and
immediately  purchase a license based on the additions.  The foregoing shall not
apply to an Enterprise  License during the ELA Term,  during which time Customer
may freely add CPUs, servers and/or seats.

5.      PAYMENT.

        5.1     Fees for Software Licenses.  ATG will invoice Customer for those
amounts set forth in the Order Form upon delivery of a permanent license key for
the  Programs or upon  written  authorization  to extend the use of the Programs
(the "License Fees").

        5.2     Fees for Maintenance and Support.  ATG will invoice Customer and
Customer  shall pay ATG  annually in advance for  Maintenance  and Support  (the
"Maintenance Fees").

        5.3     Fees for  Professional  Services.  ATG  shall  invoice  Customer
biweekly  for  Services   performed   during  the   preceding   two  weeks  (the
"Professional Services Fees").

        5.4     General. Customer shall pay all amounts due under this Agreement
to ATG in U.S.  dollars  within thirty (30) days from the date of receipt of the
invoice,  unless otherwise specified herein or in the applicable Order Form. ATG
may charge interest on overdue  amounts at the rate of one and one-half  percent
(1.5%) per month or the highest  lawful rate,  whichever  is less.  In the event
that ATG must  institute  legal  proceedings  to  collect  fees due  under  this
Agreement,  Customer shall be liable for all reasonable attorneys fees and other
costs associated therewith. Customer shall be responsible for all taxes incurred
with respect to the delivery of ATG's products and services,  except those taxes
based on ATG's income or payroll.  If any foreign  governmental entity imposes a
withholding tax or VAT on amounts  payable to ATG under this Agreement,  amounts
payable to ATG shall be grossed-up so that ATG actually receives the amounts set
forth on the Order.

6.      TERM OF AGREEMENT.

        This  Agreement  will  begin on the  Effective  Date and will  continue
unless terminated as described herein.

7.      TERMINATION.

        7.1     Termination for Breach.  Either party (the "Terminating  Party")
may immediately terminate this Agreement or suspend any rights granted hereunder
upon notice to the other in the event that:  (a) the other  party  breaches  any
material  term of this  Agreement  including  the  obligation to pay amounts due
under this  Agreement and such breach is not cured within thirty (30) days after
notice  from the  Terminating  Party  (provided  that,  to the  extent  that ATG
terminates this Agreement  pursuant to this Section 7.1(a),  it will immediately
repay to Customer a pro rata  portion of any  payments  made in advance for time
periods  extending  beyond the termination  date); or (b) upon the other party's
dissolution,    liquidation,    composition,    financial    reorganization   or
recapitalization with creditors, assignment for the benefit of creditors, or the
appointment of a receiver,  trustee, custodian, or similar agent for the party's
business or property.

        7.2     Termination without Cause. Customer may terminate this Agreement
without cause by providing thirty (30) days advance written notice to ATG.

        7.3     Obligations upon Termination. On expiration or termination under
section  7.1 or 7.2,  each party  shall  promptly  remit to the other all unpaid
monies due under this Agreement. Notwithstanding the foregoing, if the Agreement
is terminated,  Customer shall have the right to continue to use, subject to the
terms and conditions of this Agreement,  the Programs  previously  purchased and
paid for hereunder  (although Customer shall have no right to license additional
copies of the Programs).

        7.4     Survival.  In addition to those provisions which by their nature
are intended to survive any  termination  or expiration of this Agreement or any
license  granted  hereunder,  Sections 2  (License  Grant and  Restrictions),  3
(title), 5 (Payment), 7.3 (Obligations Upon Termination, 8 (Confidentiality),  9
(Right to Audit),  10  (Limitation  of Warranty and  Liability),  11  (Warranty,
Remedy and Restrictions), 12 (Indemnification and Infringement) and 13 (General)
of this Agreement shall specifically survive such termination or expiration.  It
is expressly  understood  and agreed that  Customer has been granted a perpetual
license to certain  Programs as set forth in Section 2.1, and such license shall
survive any termination of this Agreement.

8.      CONFIDENTIALITY.

        The  parties  agree not to permit  access to or to  disclose  the  other
party's  Confidential  Information,  except  to  its  authorized  employees  and
contractors  who are  bound by  confidentiality  agreements  with  terms no less
restrictive  than those of this  Section 8 and who need to use or have access to
the other party's  Confidential  Information as permitted by this  Agreement.  A
receiving  party  shall use at least the same degree of care in  protecting  the
other party's  Confidential  Information  as such party  generally  exercises in
protecting its own most valuable  proprietary  information  and shall inform its
employees  having access to the  Confidential  Information  of its  confidential
nature.  In no event shall a party use less than a reasonable  degree of care in
protecting  Confidential   Information.   "Confidential   Information"  includes
documents,  data,  software

                                       -3-
<PAGE>

and information  which,  when provided by one party to the other: a) are clearly
identified  as  "Confidential"  or  "Proprietary"  or are marked  with a similar
legend;  b)  are  disclosed  orally  or  visually,  identified  as  Confidential
Information at the time of disclosure and confirmed as Confidential  Information
in writing  within 10 days;  or c) a reasonable  person would  understand  to be
confidential or proprietary at the time of disclosure.  Results of benchmark and
other tests run by Customer  and  resulting  from use of the  Programs  shall be
deemed ATG Confidential  Information and treated in accordance with the terms of
this Section.  Notwithstanding the foregoing,  the receiving party shall have no
obligation of  confidentiality  with respect to any  information  which:  (a) is
already  known  to the  receiving  party at the  time of  disclosure;  (b) is or
subsequently becomes publicly available through no wrongful act of the receiving
party;  (c) is  disclosed  or provided to the  receiving  party by a third party
without  restriction;  or (d) is developed  independently by the receiving party
without use of or access to the disclosing party's Confidential Information.

9.      RIGHT TO AUDIT.

        Customer shall keep complete and accurate records to permit an  accurate
assessment of Customer's  compliance  with its permitted  Program usage.  At any
time upon  thirty  days  notice,  but not more than once per year unless ATG has
reason to believe that a violation has occurred,  ATG may audit Customer's usage
of the  Programs  and  Maintenance  services,  either by  reviewing  Program use
on-site,  by telephone or by means of a self-audit.  Such audit shall take place
at a  date  and  time  calculated  so  as to  not  unreasonably  interfere  with
Customer's  business  operations.  ATG will comply with all reasonable  security
requirements  of Customer  and will  furnish  Customer  with a copy of its audit
report upon written  request.  If an audit  reveals  that  Customer has used any
Program  beyond  the  scope of its  license,  or has  failed  to pay  associated
Maintenance Fees applicable to its use of the Programs, Customer shall cure such
breach within 30 days of written notice by paying such  additional  License Fees
or  Maintenance  Fees as  necessary to cure the breach in  accordance  with this
Agreement.  ATG shall pay the costs of any third party conducted  audit,  unless
the audit reveals  material  (greater than five percent (5%))  unlicensed use of
any Program, in which case Customer will pay the reasonable costs of the audit.

10.     LIMITATION OF WARRANTY AND LIABILITY.

        10.1    Warranty Limitations.  EXCEPT FOR THE EXPRESS WARRANTIES MADE IN
SECTION  11,  ATG  MAKES AND  CUSTOMER  RECEIVES  NO OTHER  EXPRESS  OR  IMPLIED
WARRANTIES  OF ANY KIND AND ATG  SPECIFICALLY  DISCLAIMS  AND EXCLUDES ALL OTHER
REPRESENTATIONS  OR  WARRANTIES,  EXPRESS OR IMPLIED,  STATUTORY  OR  OTHERWISE,
INCLUDING WITHOUT  LIMITATION,  ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE; IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,  COURSE
OF DEALING, OR USAGE OF TRADE; OR STATUTORY REMEDY. NO STATEMENT WHETHER MADE BY
ATG'S  EMPLOYEES,  AGENTS OR OTHERWISE,  SHALL BE DEEMED TO BE A WARRANTY BY ATG
FOR ANY  PURPOSE  OR TO GIVE  RISE TO ANY  LIABILITY  ON THE PART OF ATG  UNLESS
SPECIFICALLY CONTAINED IN THIS AGREEMENT.

        10.2    Exclusion of  Consequential  and Related  Damages.  EXCEPT FOR A
PARTY'S  BREACH  OF ITS  CONFIDENTIALITY  OBLIGATIONS  UNDER  SECTION  8 AND ANY
LIABILITY FOR INDEMNIFICATION  ARISING UNDER SECTION 12, IN NO EVENT WILL EITHER
PARTY  BE  LIABLE  TO THE  OTHER  UNDER  THIS  AGREEMENT  OR  OTHERWISE  FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF
DATA OR USE OF DATA OR  INTERRUPTION  OF  BUSINESS,  EVEN IF SUCH  PARTY  OR ITS
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

        10.3    Limitation  of Liability.  EXCEPT FOR A PARTY'S  INDEMNIFICATION
OBLIGATIONS UNDER SECTION 12 AND AMOUNTS OWED HEREUNDER, IN NO EVENT WILL EITHER
PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,  EXCEED THE TOTAL FEES
PAID BY CUSTOMER TO ATG UNDER THIS AGREEMENT.

11.     WARRANTY, REMEDY AND RESTRICTIONS.

        11.1    ATG Warranty.  ATG represents and warrants to Customer that: (i)
ATG has the legal power and  authority  to enter into this  Agreement;  (ii) ATG
shall comply with all laws and legal requirements relating to this Agreement and
its  activities  and  contributions  hereunder;   (iii)  ATG  will  provide  the
Maintenance  and  Services  in a competent  and  professional  manner;  (iv) the
Programs do not infringe any patent,  copyright or other  intellectual  property
right of a third party;  (v) the media on which the Programs are delivered  will
be free from defects in materials  and  workmanship  for a period of ninety (90)
days beginning on the date of delivery;  and (vi) the Programs,  as delivered by
ATG to Customer and installed in accordance with the  Documentation and operated
on the computer  systems which are supported by ATG, will perform  substantially
as  described in its then  current  Documentation  for ninety (90) days from the
date of delivery (the "Product Warranty").

        11.2    Customer Warranty. Customer warrants to ATG that: (i) it has the
legal power and authority to enter into this Agreement;  and (ii) Customer shall
comply with all laws and legal  requirements  relating to this Agreement and its
activities and contributions hereunder

        11.3    Warranty  Remedies.  Except  for  its  right  to be  indemnified
pursuant to Section 12,  Customer's sole and exclusive  remedy for any breach of
the Product  Warranty  shall be, at the option of ATG: (a) to repair,  modify or
replace  on a timely  basis the  Program or (b) to refund  the  amounts  paid in
respect of the defective Program, together with any unused,

                                       -4-
<PAGE>

prepaid Maintenance Fees paid to ATG for such defective Program.

        11.4    Warranty  Exclusions.  ATG shall not be  obligated to remedy any
Program defect that cannot be adequately repeated. The Product Warranty does not
apply  to  any  Programs  which  (i)  have  been  altered,  except  by ATG or in
accordance with its instructions evidenced by writing,  facsimile or email, (ii)
have been used in conjunction  with another  vendor's  product  resulting in the
defect,  except under  circumstances  in which such other  vendor's  product was
recommended by ATG in writing,  (iii) were other than a supported version (under
Section  1.1(a) of Addendum A of the  Agreement)  of the Programs (to the extent
that any  failure  of the  Programs  would  have  been  avoided  by the use of a
currently  supported version),  (iv) have been damaged by improper  environment,
abuse, misuse, accident or negligence or (v) the Programs have not been properly
installed  and  operated in  accordance  with the  Documentation,  except  under
circumstances  in which such  Programs  were  installed by ATG or in reliance on
ATG's  written  advice.  Because the Programs are complex,  ATG does not warrant
that they are error-free or that their use will be uninterrupted.

12.     INDEMNIFICATION AND INFRINGEMENT.

        12.1    INDEMNIFICATION.

        (a)     ATG Indemnity.  ATG shall indemnify  Customer and its affiliates
from any  third  party  claim  (the  "Claim")  (i)  relating  to a breach of its
representations,  warranties and covenants contained in this Agreement; and (ii)
alleging that the Programs infringe any patent,  copyright or other intellectual
property right of a third party.

        (b)     Customer  Indemnity.   Customer  shall  indemnify  ATG  and  its
affiliates  from any Claim  (i)  relating  to a breach  of its  representations,
warranties and covenants contained in this Agreement, and (ii) in the event that
ATG is hosting any of Customer's Programs,  from any Claim based upon Customer's
data or content or ATG's use, copying or display thereof.

        (c)     Further Infringement Obligations.  Should any Program become, or
in ATG's opinion be likely to become,  the subject of a claim of infringement or
trade secret  misappropriation  as set forth above, ATG shall, at its option and
expense  either:  (i)  procure  for  Customer  the right to  continue to use the
infringing Program, or (ii) replace or modify the infringing Program to make its
use non-infringing  without loss of substantial  functionality.  Notwithstanding
the foregoing,  if ATG, in its sole  discretion,  determines that neither of the
said options is  reasonably  available to it, ATG, at its option,  may terminate
Customer's license for the infringing  Program,  in which event ATG shall refund
to  Customer  the  unused  portion  of the  License  Fees paid in respect of the
Program  (determined  by  depreciating  the  applicable  License  Fees paid on a
straight-line  basis over three years) and any corresponding  unused Maintenance
Fees.

        (d)     Infringement Exclusions.  Regardless of the foregoing, ATG shall
have no liability or  obligation to Customer with respect to any claim if such a
claim is based on (i)  Customer's  use of any  altered  version of the  Programs
(except  for  any  alteration  performed  by,  or  in  accordance  with  written
instructions from, ATG), to the extent that Customer's  liability for such claim
would have been avoided by the use of an unaltered version of the Programs which
had been made available by ATG to Customer,  (ii)  Customer's use of any version
of the Programs that is not a supported  version  (pursuant to Section 1.1(a) of
Addendum A of the Agreement),  to the extent that Customer's  liability for such
claim would have been avoided by the use of a more recent and unaltered  version
of the Programs which had been made  available by ATG to Customer,  or (iii) the
combination,  operation,  or use of the Programs with other business  processes,
products,  devices, software, hardware or data which was not provided by ATG, to
the extent that  Customer's  liability for such claim would have been avoided in
the absence of such combination, operation, or use.

        12.2    Indemnification    Process.   The   foregoing    indemnification
obligations  of each  indemnifying  party will be dependant  on the  indemnified
party:  (i) providing the  indemnifying  party with prompt  written  notice of a
Claim;  (ii)  permitting  the  indemnifying  party to control  the  defense  and
settlement of the Claim;  (iii)  refraining from entering into any settlement or
compromise  of any such  Claim;  (iv)  providing  the  indemnifying  party  with
reasonable  information  and  assistance  for the defense or  settlement  of the
action; and (v) using all commercially  reasonable efforts to mitigate any loss,
damage or costs related to the Claim.

        12.3    Entire Liability. THIS SECTION 12 STATES THE ENTIRE LIABILITY OF
BOTH PARTIES WITH RESPECT TO THE  INFRINGEMENT  OF ANY COPYRIGHTS,  PATENTS,  OR
OTHER INTELLECTUAL PROPERTY RIGHTS RELATED TO THE PROGRAMS OR THEIR USE.

13.     GENERAL.

        13.1    Governing Law. This Agreement  shall be governed in all respects
by the internal  laws of The State of New York,  USA,  without  giving effect to
principles  of  conflict  of  laws.  The  United  Nations   Convention  for  the
International Sale of Goods shall not apply to this Agreement.

        13.2    Notices. All notices or reports shall be in writing and shall be
delivered by personal  delivery,  facsimile  transmission,  overnight mail or by
certified or registered  mail,  return  receipt  requested,  and shall be deemed
given  upon  personal  delivery,  five days after  deposit in the mail,  or upon
acknowledgment of receipt of electronic  transmission.  Notices shall be sent to
the addresses set forth on the first page of this Agreement,  with a copy to the
General  Counsel of each  party,  or to such other  address as either  party may
specify in advance in writing.

        13.3    No  Agency.   Nothing  contained  in  this  Agreement  shall  be
construed as creating any agency, partnership, or other form of joint enterprise
between the parties.

                                       -5-
<PAGE>

        13.4    Injunctive  Relief.  Each party  acknowledges that its breach of
this Agreement may cause the other party  immediate and  irreparable  damage for
which  recovery of money  damages  would be  inadequate.  Therefore,  each party
agrees  that the other party  shall be  entitled  to seek  injunctive  relief to
protect  its rights  under this  Agreement  in  addition  to any other  remedies
available to said party.

        13.5    Force  Majeure.  Neither  party  shall be liable  to the  other,
following  notice  thereof,  for any failure or delay in the  performance of its
obligations   (except  for   required   payments   pursuant  to  Section  5  and
confidentiality  obligations  pursuant to Section 8 for any cause that is beyond
the reasonable control of such party).

        13.6    Waiver.  If one  party  fails to  enforce  a  provision  of this
Agreement,  it shall not be  precluded  from  enforcing  the same  provision  at
another time.

        13.7    Severability.  If any  provision  of this  Agreement  is  deemed
unenforceable  or invalid by law or by a court decision,  the provision shall be
changed and  interpreted  if possible to accomplish  the intent of the provision
within  the  constraints  of  the  law.  Only  that  provision  that  is  deemed
unenforceable or invalid, and not the entire agreement, shall be invalidated.

        13.8    Assignment.

        (a)     Neither party may assign this Agreement,  in whole or in part to
any third  party  without  the prior  written  consent of the  other;  provided,
however,  such party may assign this Agreement to an entity that acquires all or
substantially all of its assets (by merger, asset acquisition, or otherwise).

        (b)     ATG  retains  the right to  prohibit  any  assignment  to an ATG
Competitor.  "ATG  Competitor"  means  those  competitors  of  ATG  specifically
identified  in the  Company's  most  recent  Form 10K  and/or 10Q filed with the
Securities and Exchange Commission,

        (c)     With respect to any  Enterprise-Wide  License  rights granted to
Customer,  in the event of an  acquisition  or change of control of Customer (by
asset sale, stock sale, merger or otherwise),  then the Enterprise-Wide  License
right  may only be  exercised  by the  Bluefly  business  unit of such  acquired
entity. However, in the event that Customer acquires another entity and Customer
is the  surviving  entity in such  acquisition,  the  acquired  entity  shall be
entitled to use any Programs  licensed under this Agreement  (including under an
Enterprise-Wide License), subject to the terms of this Agreement.

        13.9    No Conflicting  Terms. ATG shall not accept,  and this Agreement
does not operate as an  acceptance  of, any  different or  additional  terms and
conditions,  and  this  Agreement  shall  prevail  over any  such  different  or
additional  provisions,  of any Customer order or any other Customer  originated
instruments, or any shrink-wrap or click-wrap license.

        13.10   Entire  Agreement.   This  Agreement   supersedes  all  previous
agreements,  whether oral or written,  with respect to its subject matter.  This
Agreement may only be changed in a writing signed by authorized  representatives
of each party with a copy sent to the General Counsel of each party as specified
in Section 13.2 (Notices).

        13.11   Export Compliance.  Regardless of whether Customer is a US-based
entity,  Customer shall not export or re-export any of the Programs (in whole or
in part) to any country  without  ensuring  that such export  complies  with the
Export  Administration  Regulations of the U.S.  Department of Commerce,  or any
other agency of the U.S.  Government,  or similar laws  governing  the export of
software or  products  of any other  government  having  jurisdiction  over such
export,  re-export, or use, pursuant to any applicable statute,  regulation,  or
governmental  order.  Customer must remain at all times in full  compliance with
U.S.  Government  export policy and  regulations  and failure of such compliance
shall constitute a material breach of this Agreement.

        13.12   U.S. Government Restricted Rights. If used by or provided to the
U.S.  Government,  the  U.S.  Government  acknowledges  that  (a)  the  Software
constitutes  "commercial  computer  software" or "commercial  computer  software
documentation"  for  purposes  of 48 C.F.R.  12.212 and 48 C.F.R.  227.7202-1(a)
through 3, as applicable,  and (b) the U.S.  Government's  rights are limited to
those specifically granted pursuant to this Agreement. In the event the Programs
are first  provided  to the U.S.  Government  prior to  December  1,  1995,  the
Software  is provided  with  RESTRICTED  RIGHTS as  provided  for in FAR, 48 CFR
52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. The
contractor/manufacturer   is  Art  Technology  Group,  Inc.,  One  Main  Street,
Cambridge, MA 02142.

        13.13   Software  Escrow.  Customer's  ability to utilize the Program(s)
will be jeopardized if ATG ceases to maintain or support such Program (and fails
to engage a third party to provide such support and maintenance) unless complete
Program source code and related  Documentation is made available to Customer for
Customer's use in satisfying  Customer's  maintenance and support  requirements.
Therefore,  ATG  agrees  that if an "Event  of  Default"  occurs,  then ATG will
provide to Customer one copy of the most current  version of the source code for
the  affected  Program  and  associated  Documentation  in  accordance  with the
following:

        (a)     An Event of Default shall be deemed to have occurred if ATG: (i)
ceases to make available,  either directly or through a third party, maintenance
or support  Services for the Program  during a period in which Customer has paid
for and is  entitled  to receive  such  maintenance  and support and ATG has not
promptly cured such failure despite Customer's demand that ATG make available or
perform such  maintenance  and  support,  (ii)  becomes  insolvent,  executes an
assignment  for the benefit of  creditors,  or becomes  subject to bankruptcy or
receivership  proceedings,  which  proceedings are not dismissed  within 60 days
after filing, or (iii) has transferred all or substantially all of its assets or
obligations  set forth in this  Agreement to a third party which has not assumed
all of the  maintenance  and  support  obligations  of ATG  set  forth  in  this
Agreement.

                                       -6-
<PAGE>

        (b)     ATG will promptly and  continuously  update and  supplement  the
source code as necessary  with all  revisions,  Corrections,  enhancements,  and
other  changes  developed  for the Program and  Documentation.  Such source code
shall be in a form suitable for  reproduction  and use by computer and photocopy
equipment,  and shall consist of a full source language statement of the program
or  programs   comprising   the  Program  and   complete   program   maintenance
Documentation  which comprise the pre-coding detail design  specifications,  and
all other material necessary to allow a reasonably skilled programmer or analyst
to maintain and enhance the Program  without the  assistance of ATG or reference
to any other materials.

        (c)     The governing  License for the Program includes the right to use
source code  received  under this  Section as  necessary  solely to maintain the
Program upon the occurrence of an Event of Default.

        (d)     ATG has  deposited  in escrow  with Iron  Mountain  Intellectual
Property Management,  Inc.  (previously known as Data Securities  International,
Inc.) a copy of the source code,  which  corresponds to the most current version
of the  Program.  Customer  shall pay all fees of the escrow  agent for services
provided  (currently,  the fee is less than US$100 per year).  ATG shall include
Customer as a third party  beneficiary of such escrow  agreement upon payment by
Customer of the  applicable  fee. In such case,  the existing  escrow  agreement
shall be  considered a  supplemental  agreement to this  Agreement.  ATG's entry
into, or failure to enter into, an agreement  with an escrow agent or to deposit
the described  materials in escrow shall not relieve ATG of its  obligations  to
Customer described in this Section.

        (e)     Customer shall obtain no additional  rights to the Program(s) as
a result of a release of the source code from escrow.  By way of example but not
of  limitation,  Customer  may not modify the source  code  except to the extent
necessary to support the Programs in accordance with this section.

        (f)     Customer's  rights to the source code shall  cease  immediately,
and Customer shall return all such source code and documentation to ATG, if ATG,
a third party, or a successor in interest to ATG, begins to support and maintain
the Programs in accordance with the Maintenance provisions of this Agreement.

Each party  represents that the individual  signing below is authorized to enter
into this Agreement and to create a legally binding agreement.

ART TECHNOLOGY GROUP, INC.                             CUSTOMER

By:  /s/ Julie Bradley                                 By: /s/ Pat Barry
Printed Name: Julie Bradley                            Printed Name: Pat Barry
Title: CFO                                             Title: COO/CFO
Date: 9/28/06                                          Date: September 28, 2006

                                       -7-
<PAGE>

                                   ADDENDUM A
                       MAINTENANCE AND SUPPORT OF PROGRAMS

This  Addendum  A,  along  with the  terms of this  Agreement  into  which it is
incorporated by reference,  addresses ATG's Maintenance and Support  obligations
to Customer.

1.      SERVICES.

        1.1     GENERAL.

        (a)     ATG agrees to provide  Maintenance and Support  services for the
then-current  Major Release  (defined  below) of the Programs (most recent Point
Version)  ("n") plus the  immediate  prior Major  Release of the Programs  (most
recent  Point  Version)  ("n-1")  licensed by  Customer.  ATG shall  continue to
provide Maintenance and Support for the next prior Major Release of the Programs
(most recent Point Version)  ("n-2") until the official  end-of-life  period (as
hereinafter  defined) has been reached for such Major Release n-2, at which time
all  telephone  and e-mail  support  shall end for Major  Release n-2. ATG shall
continue to provide assisted  self-service  support  ("e-Services")  to Customer
during the term of this Addendum A for any Major Release. A "Major Release" is a
Program  identified  by a change in the  number  immediately  to the left of the
decimal  point,  e.g.,  ATG  Application  Server  Version 5.1 or 6.1 and a Point
Version is a Program  identified  by a change in the number  immediately  to the
right of the decimal point,  e.g. ATG  Application  Server Version 6.1 to 6.2 or
6.2.1.

        (b)     The "End-of-Life  Period" for a Major Release shall be the later
of (a) 12 months  after the  second  subsequent  Major  Release or (b) 12 months
after  written  notice from ATG,  which notice  shall also  describe the release
schedule of any remaining  patches and  information  regarding  migration to the
then-current Major Release. For illustrative purposes, the end-of-life period of
Major  Release n-2 will not occur until at least 12 months  after the release of
Major Release n. Specific  Maintenance and Support services are described in the
ATG Product Support User's Guide available at the ATG customer support site.

        1.2     SUPPORT HOURS.

        (a)     ATG  Premium  Support  coverage  is  available  via all  contact
channels  Monday  through  Friday,  excluding  holidays,  from 9 A.M. to 5 P.M.,
Customer's  local time.  Coverage is available on these days outside of business
hours via email.  Coverage over weekends and holidays is available via pager for
critical and high priority cases.

        (b)     ATG  Standard  Support  coverage  is  available  Monday  through
Friday,  excluding  holidays,  from 9  A.M.  to 5 P.M.  Customer's  local  time.
Telephone  and/or e-mail Support services for Standard Support will be available
during ATG's normal  business hours:  Monday through  Friday,  9:00 a.m. to 5:00
p.m., Customer's local time, excluding national holidays observed by ATG, unless
Customer has purchased Premium Support.

        1.3     Error  Correction.  Support shall be provided for the purpose of
investigating  Program  errors that have been reported and documented in writing
by Customer.  ATG will  acknowledge to Customer  receipt of a reported error and
will attempt to recreate  Customer-detected  errors, provided that the error can
be  recreated  with  an  unmodified  release  of  the  Programs.  ATG  will  use
commercially  reasonable  efforts to  develop a  work-around  for the error.  To
report an error,  Customer shall submit to ATG a listing of output code, a clear
description  of the  problem and error  message(s),  information  regarding  the
equipment  and operating  system on which the Programs is loaded,  and any other
data that ATG may  reasonably  request  in order to  attempt  to  reproduce  the
conditions under which the error occurred.

        1.4     Designated  Contacts.  Telephone  and  e-mail  Support  will  be
limited to  Customer's  designated  contact(s)  identified  on the  Order.  Such
individuals  will be  responsible  for  reporting  any  detected  errors  in the
Programs to ATG. No other  individual(s) shall be authorized to report any error
on behalf of Customer. ATG shall not be obligated to respond to any unauthorized
reports,  which shall include  reports  provided by any means other than via the
toll-free  telephone number, the applicable fax number,  ATG's support Web Site,
or email to the  designated  email  address.  Customer may change its designated
representative  at any time,  and from time to time,  upon one (1) business days
advance written notice to ATG.

        1.5     Updates,  Upgrades  and  Bug  Fixes.  During  the  Term  of this
Addendum,  ATG shall provide  Customer with all updates,  upgrades and bug fixes
for the  licensed  Programs  as and when  they are made  generally  commercially
available by ATG.

2.      MAINTENANCE AND SUPPORT TERM.

        The initial term of this  Addendum  shall be for a period of twelve (12)
months beginning on the date of delivery of the Programs  ("Initial  Maintenance
Term") and shall  automatically  renew for  additional  twelve  (12) month terms
annually on the successive  anniversary of the Initial  Maintenance Term, unless
Customer  provides at least thirty (30) days prior written notice of non-renewal
to ATG.  Maintenance  may be  renewed  only for an annual  term and only for all
Programs licensed by Customer; partial renewals will not be accepted.

3.      FEES.

        3.1     General.  The Maintenance Fees for the Initial  Maintenance Term
shall be as set forth in the Order Form. The  Maintenance  Fees for each renewal
term shall be in accordance  with ATG's rates in effect at the  commencement  of
such term,  which ATG shall make  available  in writing to  Customer  before the
expiration of the Initial Maintenance Term or any renewal term. Such rates shall
not, for the originally supported Programs,  exceed a percentage of the previous
annual fee that is the greater of (a) five percent (5%),  or (b) the  percentage
increase  in the All Cities  Average  United  States  Consumer  Price Index (all
items, base period 1982-84=100) for the one year period preceding the notice, as
published by the US Department of Labor.

                                       -8-
<PAGE>

        3.2     Termination. Except as the result of any material breach by ATG,
upon any  termination  of this  Addendum  or the  Agreement,  ATG  shall  not be
obligated to return or reimburse any paid  Maintenance Fees or any other charges
invoiced prior to the date of termination, except as otherwise set forth in this
Addendum or the Agreement.

        3.3     Reinstatement.  If Customer  terminates  Maintenance and Support
services  for any reason but  subsequently  wishes to reinstate  such  services,
Customer  shall  pay all fees that  would  have been due as if there had been no
break in service or, if a new Major Release of the Program has been commercially
released since the date of the termination of such services, then Customer shall
pay the fees  applicable  to  licensing  the new  Major  Release,  whichever  is
greater.

4.      DUTIES OF CUSTOMER.

        Customer agrees to cooperate with ATG to the extent reasonably necessary
for ATG to perform its Support services. Such cooperation shall include, but not
be limited to,  providing ATG with all information  reasonably  requested by ATG
personnel.

5.      LIMITATIONS.

        ATG will be  responsible  only for  supporting  the Programs and not for
supporting  Customer's  own  software  or any third  party  software  (except as
otherwise set forth in the Order).

                                   ----------

                                       -9-
<PAGE>

                                   ADDENDUM B
                              PROFESSIONAL SERVICES

This  Addendum  B,  along  with the  terms of this  Agreement  into  which it is
incorporated by reference,  will govern all professional services engagements by
which ATG agrees to undertake one or more projects for Customer as identified in
separate  Statements  of  Work.  Each  Statement  of  Work  will  be  deemed  to
incorporate  all the terms and conditions of this Addendum and the Agreement and
must be  signed by an  authorized  representative  of each  party in order to be
valid.

1.      THE SERVICES.

        1.1     General. ATG will provide the professional services ("Services")
described in statements of work ("Statements of Work"), or program  descriptions
attached to an Order Form.

        1.2     Statements of Work.  Each Statement of Work shall include,  at a
minimum,  a  description  of Services to be  performed,  an estimate of time and
materials to be charged, and any additional terms to which the parties agree. If
a provision  contained in a Statement of Work or Order Form is different  from a
provision in this Addendum or the  Agreement,  the provision in the Statement of
Work shall  govern,  but only as it relates to the details of the Services to be
performed  pursuant  to that  Statement  of Work or  Order  Form.  Although  ATG
believes  that  the  total  estimate  of fees  and  expenses  set  forth in each
Statement of Work is an accurate  estimate,  Customer  acknowledges  that actual
fees and expenses may vary.

2.      WARRANTY.

        ATG will provide the Services in a professional  and workmanlike  manner
in accordance  with generally  accepted  industry  standards  applicable to said
Services.  In performing such Services,  ATG will not violate any applicable law
or any  intellectual  property  rights of any third party.  Except for indemnity
obligations  under Section 12, ATG's entire liability and Customer's sole remedy
for  any   non-conformance   with  the   foregoing   warranty   shall  be  ATG's
re-performance of the non-conforming work.

3.      CUSTOMER RESPONSIBILITIES.

        Customer  agrees to provide a  suitable  working  environment  for ATG's
staff when they are required to work at the Customer site.  Customer also agrees
that its personnel  will respond in a timely manner to inquiries  from ATG staff
relative to the Services to be performed  under any Statement of Work.  Customer
acknowledges  and agrees that ATG's  performance  of any  Services  hereunder is
dependent, in part, on Customer's assistance and actions. Accordingly, any dates
or time  periods  relevant to the  performance  of any  Services by ATG shall be
extended to account for any delays due to Customer.

4.      CHARGES; PAYMENT.

        4.1     Charges;  Expenses.  Charges for the Services  will be on a time
and materials  basis unless  otherwise  specified in the Statement of Work.  ATG
charges by the day in accordance with the rates in its then-current  Price List.
The Customer  shall  reimburse  ATG for all  reasonable  out-of-pocket  expenses
incurred by ATG in connection with the performance of the Services.

        4.2     Invoices;  Payment.  ATG will  invoice  Customer for charges and
expenses on a regular basis as specified in the Statement of Work,  and Customer
shall pay all such invoiced amounts within thirty (30) days of the invoice date.
If  Customer  fails to make  payments  when due,  ATG,  in addition to its other
rights and remedies,  will have the right to terminate Services  immediately and
to recover its reasonable  costs and expenses,  including  reasonable  attorneys
fees, expended in collection of such payments.

5.      INTELLECTUAL PROPERTY.

        5.1     Ownership.  ATG and/or its licensors retain exclusive  ownership
of all copyright,  patent,  trade secret and other proprietary  rights in and to
the  Programs and any  derivative  versions  ATG creates  hereunder,  including,
without limitation, the techniques, concepts, algorithms and processes contained
therein.  All such information  shall be treated as Confidential  Information of
ATG in  accordance  with  Section 8 of the  Agreement.  ATG grants to Customer a
nonexclusive, nontransferable (subject to the assignment provisions contained in
the Agreement), worldwide, royalty-free,  perpetual right and license to use any
deliverables  produced  hereunder solely in conjunction  with, and consistent in
scope  with,  Customer's  permitted  use of the  Program  under this  Agreement,
subject to the terms of this Agreement.

        5.2     Authorship  Credits. To the extent that portions of the Programs
or  pre-existing   ATG  code  are   incorporated  in   deliverables,   all  such
deliverables,  as used by Customer,  shall  display  appropriate  copyright  and
authorship credits in software program code and associated documentation.

        5.3     Education and Training.  If the Services  include  education and
training, then ATG and its suppliers retain all right, title and interest in and
to the courseware (software and documentation) provided in conjunction with such
training.

6.      NO SOLICITATION OF EMPLOYEES.

        Until one year after the date ATG has completed any Services, each party
agrees that it will not, directly or indirectly,  solicit, interfere with or try
to entice away any employee of the other party.  This provision  shall not apply
to newspaper,  Internet,  or similar  employment  solicitations  directed to the
public at large.

                                   ----------

                                      -10-
</TEXT>
</DOCUMENT>
</SUBMISSION>
