Sample Business Contracts


Financing Agreement [Amendment No. 4] - Bluefly Inc. and Rosenthal & Rosenthal Inc.


                       AMENDMENT #4 TO FINANCING AGREEMENT


                                                               December 19, 2002
BLUEFLY, INC.
42 West 39th Street
New York, NY 10018


Gentlemen:


         Reference is made to the Financing Agreement entered into between us
dated March 30, 2001, as amended (the "Financing Agreement"). This will confirm
that the Financing Agreement is hereby amended as follows:

         1.       Section 6.9 is deleted and the following is substituted in its
                  place and stead:

                  "6.9 All financial statements (including without limitation,
                  the year end financial statement) shall be prepared in
                  accordance with GAAP fairly present Borrower's financial
                  condition and results of operations. All year end financial
                  statements shall be audited and certified by independent
                  Certified Public Accountants reasonably acceptable to Lender
                  resulting in an unqualified opinion on such financial
                  statement. Since December 31, 2001, there has been no material
                  adverse change in Borrower's condition or operation."

         2.       The number "One Million Five Hundred Thousand Dollars
                  ($1,500,000)" in Section 6.11 (a) is deleted and the number
                  "Six Million Dollars ($6,000,000)" is substituted in its place
                  and stead.

         3.       The number "Three Million Five Hundred Thousand Dollars
                  ($3,500,000)" in Section 6.11 (b) is deleted and the number
                  "Five Million Dollars ($5,000,000)" is substituted in its
                  place and stead.

         4.       The first sentence in Section 8.1 is deleted and the following
                  is substituted in its place and stead:

                  "This Agreement shall become effective on the Closing Date and
                  shall continue in full force and effect for twenty seven (27)
                  months from the Closing Date (the "Initial Term")."

<PAGE>

         Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.

                                            Very truly yours,
                                            ROSENTHAL & ROSENTHAL, INC.


                                            By: /S/ J. Michael Stanley
                                               ---------------------------------
                                                Name:  J. Michael Stanley
                                                Title: Executive Vice President
Agreed  To:
BLUEFLY, INC.


By: /S/ E. Kenneth Seiff
   ----------------------
Name:  E. Kenneth Seiff
Title:    CEO


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