Sample Business Contracts

Financing Agreement [Amendment No. 3] - Bluefly Inc. and Rosenthal & Rosenthal Inc.

                       AMENDMENT #3 TO FINANCING AGREEMENT


                                                              March 22, 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.       The number "Two Million Dollars ($2,000,000)" in Section
                  1.30(ii)(C) is deleted and the number "One Million Dollars
                  ($1,000,000)" is substituted in its place and stead.

         2.       The number "$2,000,000" in Section 1.31 is deleted and the
                  number "$1,000,000" is substituted in its place and stead.

         3.       Subsection (b) of Section 3.2 is deleted and the following is
                  substituted in its place and stead:

                  "(b) the anniversary of the Closing Date during the Initial
Term and on (c) each anniversary of the Closing Date during any Subsequent Term
of this Agreement."

         4.       The words "undrawn Standby Letter of Credit" in the fifth,
                  ninth, seventeenth and twenty-sixth lines of Section 3.3 are
                  hereby deleted, and the words "Maximum Credit Facility" are
                  substituted in their place and stead.

         5.       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 four months from the Closing
Date (the "Initial Term").

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

                                                 Very truly yours,

                                                 ROSENTHAL & ROSENTHAL, INC.

                                                 /s/ J. Michael Stanley
                                                 ----------------------
                                                 J. Michael Stanley
                                                 Executive Vice President

Agreed:

BLUEFLY, INC.


By: /s/ E. Kenneth Seiff
    --------------------
Name:  E. Kenneth Seiff
Title: Chief Executive Officer