Exhibit 99.2

                                    AMENDMENT

        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 mature on 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
mature on April 14, 2004 (the "October Notes");

        WHEREAS, Bluefly, QIP and SFM desire to extend the maturity dates of the
July Notes and the October 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 March 1, 2005 (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 March 1, 2005 (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 12th day of January 2004.

                Bluefly, Inc.

                /s/ E. Kenneth Seiff
                ---------------------------------
                Name: E. Kenneth Seiff
                Title: CEO

                Quantum Industrial Partners LDC

                /s/ John F. Brown
                ---------------------------------
                Name: John F. Brown
                Title: Attorney-in-Fact



                SFM Domestic Investments LLC

                /s/ John F. Brown
                ---------------------------------
                Name:  John F. Brown
                Title: Attorney-in-Fact