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.

                             CUSTOMER ORDER ADDENDUM
            (CUSTOMER ORDER NUMBERS: 000357233, 000360280, 000353232)

This Customer Order Addendum ("Addendum"), is made as of the 28th day of
February, 2005 (the "Effective Date"), and modifies Customer Order Number
000357233 for (3)Center(R) Colocation, Customer Order Number 000353232 for
(3)CrossRoads(R) Service, and Customer Order Number 000360280 for (3)Link(R)
Private Line Service (collectively, the "Relevant Customer Orders") as submitted
contemporaneously herewith by BLUEFLY, INC ("Customer") to LEVEL 3
COMMUNICATIONS, LLC ("Level 3"). A copy of the Relevant Customer Orders is
attached hereto as Exhibit "A". Capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement (as defined below).

        WHEREAS this Customer Order Addendum shall modify the Relevant Customer
Orders only and apply specifically with respect to the Services contained
therein.

        NOW THEREFORE, the parties agree to modify the Relevant Customer Orders
in the following limited respects:


ADDITIONAL TERMS AND CONDITIONS:

    1.  Level 3 and Customer acknowledge and agree that the Service contemplated
        by the Relevant Customer Orders represents a Service designated as
        "bundled" or as having a "sibling relationship".

    2.  Notwithstanding the terms of Section 2.5 of the Agreement and with
        respect to the Relevant Customer Orders, Customer may terminate the
        Relevant Customer Orders after delivery of the Connection Notice upon 30
        days' written notice to Level 3. If Customer does so, or if Service is
        terminated by Level 3 as the result of an uncured default by Customer,
        Customer shall pay Level 3 a termination charge with respect to the
        Relevant Customer Orders equal to the sum of: (i) all unpaid amounts for
        Service provided through the date of termination; (ii) for "off-net"
        Service, third party termination charges paid by Level 3 for the
        Service; and (iii) for "on-net" Service, (a) [***]% of the remaining
        monthly recurring charges for months 1-12 of the Service Term, plus (b)
        [***]% of the remaining monthly recurring charges for month 13 through
        the end of the Service Term.

    3.  Notwithstanding the terms of Section 4.4 of the Agreement and with
        respect to the Relevant Customer Orders, if Level 3's installation of
        Service is delayed for more than 15 days beyond the Customer Commit
        Date, Customer may terminate the affected Service (in lieu of any other
        Service Level credits for installation delays) upon written notice to
        Level 3 and without payment of any applicable termination charge,
        provided such written notice is delivered prior to Level 3 delivering a
        Connection Notice for the affected Service. This Section shall not apply
        to any Service where Level 3 has agreed to construct network facilities
        in or to a new location not previously served by Level 3.

    4.  The provisions contained in this Addendum shall be governed by the terms
        and conditions of the Master Services Agreement, dated February 28, 2005
        ("Agreement").

    5.  Except as amended by this Addendum to the Relevant Customer Orders, all
        other terms and conditions of the Agreement shall remain in full force
        and effect.



LEVEL 3 COMMUNICATIONS, LLC                    BLUEFLY, INC.


BY:    /s/ MICHAEL J. MOONEY                   BY:    /s/ JONATHAN P. FREEDMAN
       -----------------------                        --------------------------
NAME:  MICHAEL J. MOONEY                       NAME:  JONATHAN P. FREEDMAN

TITLE: VP - LEGAL                              TITLE: VP AND GENERAL COUNSEL

DATE:  3/3/05                                  DATE:  2/28/05

                                   Page 2 of 2