Exhibit 99.2

                                 AMENDMENT NO. 2

        WHEREAS, Bluefly, Inc. ("Bluefly"), Quantum Industrial Partners LDC
("QIP") and SFM Domestic Investments LLC ("SFM") entered into the Note and
Warrant Purchase Agreement dated July 16, 2003 whereby Bluefly issued to QIP a
Convertible Demand Promissory note in the amount of $1,936,564.00 and issued to
SFM a Convertible Demand Promissory note in the amount of $63,436.00, both of
which had an original maturity date of January 12, 2004 (the "July Notes");

        WHEREAS, Bluefly, QIP and SFM entered into the Note and Warrant Purchase
Agreement dated October 17, 2003 whereby Bluefly issued to QIP a Convertible
Demand Promissory note in the amount of $1,936,564.00 and issued to SFM a
Convertible Demand Promissory note in the amount of $63,436.00 both of which had
an original maturity date of April 14, 2004 (the "October Notes," and, together
with the July Notes, the "Notes");

        WHEREAS, the maturity dates of the Notes have previously been extended
to May 1, 2005; and

        WHEREAS, Bluefly, QIP and SFM desire to further extend the maturity
dates of the Notes.

        NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:

    1. The first line of Section 1(c) of the July Notes is deleted in its
    entirety and replaced with:

    The outstanding principal and all accrued and unpaid interest shall be paid
    in full no later than May 1, 2006 (the "Maturity Date"), unless repaid
    earlier pursuant to the provisions of Section 2 (the date of any payment
    pursuant to Section 2 and the Maturity Date, collectively referred to as a
    "Repayment Date") or unless converted into Subsequent Round Securities (as
    defined below) pursuant to Section 5 on or prior to the Maturity Date.

    2. The first line of Section 1(c) of the October Notes is deleted in its
    entirety and replaced with:

    The outstanding principal and all accrued and unpaid interest shall be paid
    in full no later than May 1, 2006 (the "Maturity Date"), unless repaid
    earlier pursuant to the provisions of Section 2 (the date of any payment
    pursuant to Section 2 and the Maturity Date, collectively referred to as a
    "Repayment Date") or unless converted into Subsequent Round Securities (as
    defined below) pursuant to Section 5 on or prior to the Maturity Date.

    3. Except as amended by this Amendment, all existing terms of the July Notes
    and the October Notes shall remain in full force and effect.



        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and effective as of the 18th day of February, 2005.

        Bluefly, Inc.

        /s/  Jonathan P. Freedman
        ------------------------------
        Name:  Jonathan P. Freedman
        Title: VP and General Counsel

        Quantum Industrial Partners LDC

        /s/  Richard Holahan
        ------------------------
        Name:  Richard Holahan
        Title: Attorney-In-Fact

        SFM Domestic Investments LLC

        /s/  Richard Holahan
        ------------------------
        Name:  Richard Holahan
        Title: Attorney-In-Fact