NOTE AND WARRANT PURCHASE AGREEMENT

                                      among

                                 BLUEFLY, INC.,

                         QUANTUM INDUSTRIAL PARTNERS LDC

                                       and

                          SFM DOMESTIC INVESTMENTS LLC



                              Dated: June 28, 2000



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Section 1.        DEFINITIONS.................................................2
    1.1           Definitions.  ..............................................2
    1.2           Note Purchase Agreement.....................................2
    1.3           Other Definitions...........................................2

Section 2.        PURCHASE AND SALE OF THE SECURITIES.........................3
    2.1           Closing.....................................................3
    2.2           Transactions at the Closing.................................3

Section 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............3

Section 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS............5

Section 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE.....5
    5.1           Representations and Warranties..............................5
    5.2           Compliance with this Agreement..............................5
    5.3           Securities..................................................5
    5.4           Consents and Approvals......................................5

Section 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE........6
    6.1           Representations and Warranties..............................6
    6.2           Compliance with this Agreement..............................6
    6.3           Consents and Approvals......................................6
    6.4           Payment of Purchase Price...................................6

Section 7.        COVENANTS...................................................6
    7.1           Covenants of the Company....................................6
    7.2           Mutual Covenants. ..........................................7

Section 8.        INDEMNIFICATION.............................................7

Section 9.        REGISTRATION RIGHTS.........................................8

Section 10.       TERMINATION OF AGREEMENT....................................8
   10.1           Termination.................................................8
   10.2           Survival....................................................8

Section 11.       MISCELLANEOUS...............................................9
   11.1           Survival of Representations, Warranties and Covenants.......9


                                       i
<PAGE>

                                                                           Page
                                                                           ----
   11.2           Notices.....................................................9
   11.3           Successors and Assigns......................................9
   11.4           Amendment and Waiver........................................9
   11.5           Counterparts................................................9
   11.6           Headings....................................................9
   11.7           GOVERNING LAW..............................................10
   11.8           Severability...............................................10
   11.9           Rules of Construction......................................10
   11.10          Entire Agreement...........................................10
   11.11          Fees.......................................................10
   11.12          Publicity; Confidentiality.................................10
   11.13          Further Assurances.........................................10


EXHIBITS
--------
A-1      Form of Warrant
A-2      Form of Senior Convertible Note


SCHEDULES
---------
3        Capitalization

                                       ii


<PAGE>





                       NOTE AND WARRANT PURCHASE AGREEMENT

                  NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement"), dated
as of June 28, 2000, by and among Bluefly, Inc., a New York corporation (the
"Company"), and the purchasers listed on Schedule 1 hereto (the "Purchasers").

                  WHEREAS, pursuant to an Investment Agreement dated as of July
27, 1999, by and among the Company, the Purchasers, The Lynch Foundation, Peter
Lynch and Pilot Domestic Trust (the "Investment Agreement"), each of the
Purchasers has invested in shares of the Company's Series A Preferred Stock;

                  WHEREAS, pursuant to a Note and Warrant Purchase Agreement,
dated as of March 28, 2000, by and among the Company and the Purchasers (the
"Note Purchase Agreement"), the Purchasers, jointly but not severally, committed
(the "Standby Commitment") to provide to the Company up to an aggregate of
$12,000,000 (the "Commitment Amount") at any time prior to January 1, 2001 in
one or more tranches as requested by the Company;

                  WHEREAS, pursuant to a Note and Warrant Purchase Agreement,
dated as of May 16, 2000, by and among the Company and the Purchasers (the
"Second Note Purchase Agreement"), the Purchasers purchased and the Company sold
senior convertible notes in the aggregate amount of $3,000,000;

                  WHEREAS, the Company wishes to draw, and the Purchasers wish
to provide the Company with an additional $3,000,000 from the Commitment Amount
(the "Second Draw");

                  WHEREAS, in connection with the Second Draw the Company wishes
to sell to each Purchaser, and each Purchaser wishes to purchase from the
Company: (i) a senior convertible promissory note, in the aggregate principal
amount set forth opposite such Purchaser's name on Schedule 2.2 hereto, having
the terms and conditions set forth in the form of Note attached hereto as
Exhibit A-1 (the "Senior Convertible Notes") and (ii) a warrant (the "Warrants"
and, together with the Senior Convertible Notes, the "Securities") having the
terms and conditions set forth in the form of Warrant attached hereto as Exhibit
A-2; and

                  NOW, THEREFORE, in consideration of the mutual terms and
conditions herein contained, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

<PAGE>
                                                                               2


SECTION 1.        DEFINITIONS

                  1.1 Definitions. As used in this Agreement, the following
definitions shall apply:

                  "Certificate of Incorporation" means the Certificate of
Incorporation of the Company, as the same was amended pursuant to Section 5.6 of
the Investment Agreement and as in effect on the Closing Date.

                  "Material Adverse Effect" means a circumstance, fact, change,
development or effect (i) that could or could reasonably be expected to have a
materially adverse effect on the properties, results of operations, business,
domestic prospects or condition (financial or otherwise) of the Company taken as
a whole, or (ii) that adversely effects the ability of the Company to consummate
the transactions contemplated by this Agreement in any material respect or
impairs or delays the ability of the Company to effect the Closing.

                  "Next Round Financing" means the closing of a private
placement of Next Round Securities which results in gross proceeds to the
Company of $10 million in one or more tranches.

                  "Next Round Securities" means the Company's Common Stock or
securities convertible into or exercisable for the Company's Common Stock in the
Next Round Financing.

                  "Transaction Documents" means collectively, this Agreement
(including the schedules attached hereto), the Senior Convertible Notes and the
Warrants.

                  1.2 Note Purchase Agreement. Capitalized terms not otherwise
defined herein shall have the meanings set forth for such terms in the Note
Purchase Agreement.

                  1.3 Other Definitions. The following terms are defined in the
section referred to opposite such term.

Term                                                 Section

Agreement                                            Recitals
Closing                                              2.1
Closing Date                                         2.1
Commitment Amount                                    Recitals
Draw                                                 Recitals
Investment Agreement                                 Recitals
Note Purchase Agreement                              Recitals
Purchase Price                                       2.2
Purchasers                                           Recitals

<PAGE>
                                                                               3


Securities                                           Recitals
Senior Convertible Notes                             Recitals
Standby Commitment                                   Recitals
Warrants                                             Recitals

SECTION 2.        PURCHASE AND SALE OF THE SECURITIES

                  2.1 Closing. Subject to the terms and conditions of this
Agreement, the closing of the sale and purchase of the Securities (the
"Closing") shall take place at the offices of Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064 on the date
hereof or on such other date and time as the Purchasers and the Company may
mutually agree (the "Closing Date").

                  2.2 Transactions at the Closing. At the Closing, subject to
the terms and conditions of this Agreement, each of the Purchasers severally
(and not jointly) shall purchase and acquire from the Company, and the Company
shall issue and sell to the Purchasers, Senior Convertible Notes and Warrants
for an aggregate purchase price of $3,000,000 (the "Purchase Price"). At the
Closing, the Company shall deliver to each Purchaser a duly executed Senior
Convertible Note, in the aggregate principal amount set forth opposite such
Purchaser's name on Schedule 2.2 hereto, and a duly executed Warrant to purchase
the amount of shares of Next Round Securities as set forth in the Warrant, each
registered in the name of such Purchaser or its nominees, with appropriate issue
stamps, if any, affixed at the expense of the Company, free and clear of any
Lien, against payment by each Purchaser of the portion of the Purchase Price
payable in respect thereof as set forth opposite such Purchaser's name on
Schedule 2.2 hereto by wire transfer of immediately available funds to an
account designated by the Company.

                      (a) Standby Commitment. Upon payment of the Purchase
Price and the delivery of the Securities, the Commitment Amount shall be reduced
to $6,000,000, which may be drawn and/or reduced by the Company as provided in
the Note Purchase Agreement.

SECTION 3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company hereby represents and warrants to each Purchaser
that the representations and warranties of the Company contained in Section 3 of
the Note Agreement are true and correct in all material respects as of the date
hereof and as of the Closing Date as if made at and on such dates, except that
(i) the references therein to Section 2.1 are hereby amended to refer to Section
1.1 and (ii) the representations of the Company at Section 3(d) of the Note
Purchase Agreement are reaffirmed as follows:

                  Capitalization. As of the date hereof, the issued and
outstanding capital stock of the Company consists of 4,924,906 shares of Common
Stock and 500,000 shares of Series A Preferred Stock. As of the Closing Date,
the authorized capital stock of the Company will consist of 15,000,000 shares of
Common Stock (of which 50,000 shares shall have been reserved for the Purchasers
in connection with the transactions

<PAGE>
                                                                               4


contemplated hereby) and 2,000,000 shares of Preferred Stock, $.01 par value, of
which 500,000 shares shall have been designated Series A Preferred Stock. As of
the first closing of the Next Round, sufficient numbers of shares of Next Round
Securities and, as appropriate, of shares of Common Stock into which such shares
of Next Round Securities are convertible or for which they are exercisable,
shall be authorized and reserved as required by the documents to be negotiated
in connection with the Next Round and as necessary to permit conversion of the
maximum amount then potentially payable by the Company under the Senior
Convertible Notes into Next Round Securities.

                  All such shares of Capital Stock of the Company are or shall
have been duly authorized and (a) in the case of shares of Common Stock or Next
Round Securities issued upon conversion of the Senior Convertible Notes or
exercise of the Warrants, shall be fully paid and non-assessable upon such
conversion, and (b) in the case of shares of Common Stock issued upon
conversion, exchange, and/or exercise of such Next Round Securities, shall be
fully paid and non-assessable upon the conversion, exchange, or payment of the
exercise price contemplated by the Next Round Securities.

                  Except as set forth in Schedule 3 of this Agreement, as
contemplated by the Investment Agreement, the Note Purchase Agreement, the
Second Note Purchase Agreement, or this Agreement, there are no shares of
capital stock of the Company reserved for issuance. Except for (a) the Warrants,
(b) the Senior Convertible Notes, (c) the warrants issued pursuant to the Note
Purchase Agreement, (d) the Senior Convertible Notes issued pursuant to the Note
Purchase Agreement, (e) the Warrants issued pursuant to the Second Note Purchase
Agreement; (f) the Senior Convertible Notes issued pursuant to the Second Notes
Purchase Agreement; (g) the Next Round Securities (including those into which
the Senior Convertible Notes are convertible), (h) the Series A Preferred, and
(i) as set forth in Schedule 3 of this Agreement, there are no options, warrants
or other rights to purchase shares of Capital Stock or other securities of the
Company or any of its Subsidiaries, or securities convertible into or
exercisable for shares of Capital Stock or other securities of the Company or
any of its Subsidiaries. Except as set forth in Schedule 3 to this Agreement, as
required by the Transaction Documents (as such term is defined in the Note
Purchase Agreement), or as required by the Transaction Documents (as such term
is defined in this Agreement), neither the Company nor any Subsidiary is
obligated in any manner to issue shares of its Capital Stock or other
securities. Except as contemplated hereby and for relevant state and federal
securities laws, there are no restrictions on each Purchaser's ability to
transfer shares of Capital Stock of the Company.

                  The warrant issued to Quantum Industrial Partners LDC in
connection with the Note Purchase Agreement is exercisable for 169,452.5 shares
of Common Stock and the warrant issued to SFM Domestic Investments LLC are
exercisable for 5,547.5 shares of Common Stock.


<PAGE>
                                                                               5


SECTION 4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

                  Each of the Purchasers hereby represents and warrants
(severally as to itself and not jointly) to the Company that the representations
and warranties of such Purchaser contained in Section 4 of the Note Purchase
Agreement are true and correct in all material respects as of the date hereof
and as of the Closing Date as if made at and on such dates, except that the
references therein to Section 2.1 are hereby amended to refer to Section 1.1.

SECTION 5.        CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE

                  The obligation of the Purchasers to purchase the Securities
and to pay the Purchase Price, and to perform any obligations hereunder shall be
subject to the satisfaction as determined by, or waiver by, the Purchasers of
the following conditions on or before the Closing Date:

                  5.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 3 hereof shall be true and
correct in all material respects at and on the Closing Date as if made at and on
such date, except to the extent that any representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty is
true and correct as of such date and any variance in such representation and
warranty following such date may only be the result of activities or
transactions which have taken place after the date hereof and which are
contemplated by this Agreement.

                  5.2 Compliance with this Agreement. The Company shall have
performed and complied in all material respects with all of its agreements and
conditions set forth herein that are required to be performed or complied with
by the Company as of the Closing Date.

                  5.3 Securities. At the Closing, the Company shall have
delivered to each of the Purchasers a Senior Convertible Note and a Warrant
pursuant to Section 2.2 hereof.

                  5.4 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with Governmental
Authorities and other Persons in respect of all Requirements of Law and with
respect to those Contractual Obligations of the Company which are necessary or
required in connection with the execution, delivery or performance (including
the issuance of the Senior Convertible Notes, and any Shares of Common Stock
issuable upon exercise of the Warrants) by, or enforcement against, the Company
of this Agreement (other than the Next Round Financing or the drawdown of the
Standby Commitment) and each of the other Transaction Documents shall have been
obtained and be in full force and effect, except for consents, exceptions,
authorizations or other actions which would not have a

<PAGE>
                                                                               6


Material Adverse Effect, and each of the Purchasers shall have been furnished
with appropriate evidence thereof.

SECTION 6.        CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE

                  The obligations of the Company to issue and sell the Senior
Convertible Notes and the Warrants and to perform its other obligations
hereunder, shall be subject to the satisfaction as determined by, or waiver by,
the Company of the following conditions on or before the Closing Date:

                  6.1 Representations and Warranties. The representations and
warranties of the Purchasers contained in Section 4 hereof shall be true and
correct at and on the Closing Date as if made at and on such date, except to the
extent that any representation and warranty expressly speaks as of an earlier
date, in which case such representation and warranty is true and correct as of
such date and any variance in such representation and warranty following such
date may only be the result of activities or transactions which have taken place
after the date hereof and which are contemplated by this Agreement.

                  6.2 Compliance with this Agreement. The Purchasers shall have
performed and complied in all material respects with all of their agreements and
conditions set forth herein that are required to be performed or complied with
by the Purchasers on or before the Closing Date.

                  6.3 Consents and Approvals. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons in respect of all Requirements of Law
and with respect to those Contractual Obligations of the Purchasers which are
necessary or required in connection with the execution, delivery or performance
(including the purchase of the Senior Convertible Notes and the Warrants, but
excluding the conversion of the Senior Convertible Notes, the exercise of the
Warrants, and the conversion or exercise of the Next Round Securities) by, or
enforcement against, the Purchasers of this Agreement shall have been obtained
and be in full force and effect, and the Company shall have been furnished with
appropriate evidence thereof.

                  6.4 Payment of Purchase Price. The Company shall have received
the Purchase Price.

SECTION 7.        COVENANTS

                  7.1 Covenants of the Company. The Company hereby covenants and
agrees with the Purchasers with respect to this Section 7, so long as they hold
any Capital Stock of the Company -- except to the extent that a particular
section of this Section 7 provides for an earlier termination, as follows:


<PAGE>
                                                                               7


                      (a) SEC Filings. From and after the date of this
Agreement, the Company agrees that it will use commercially reasonable efforts
to file with the SEC, within the time periods specified in the SEC's rules and
regulations for as long as they are applicable to the Company, (i) all quarterly
and annual financial information required to be filed with the SEC on Forms
10-QSB and 10-KSB, (ii) all current reports required to be filed with the SEC on
Form 8-K and (iii) any other information required to be filed with the SEC.

                      (b) Reservation of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Capital Stock,
solely for the purpose of issue or delivery upon conversion or exercise of the
Securities and of the conversion or exercise of shares of Capital Stock issued
upon such conversion or exercise, the number of shares of each class of Capital
Stock that are required to be issued upon such conversion or exercise. The
Company shall issue such shares of Capital Stock in accordance with the terms of
this Agreement, the other Transaction Documents and the Certificate of
Incorporation, and otherwise comply with the terms hereof and thereof.

                      (c) Registration and Listing. To the extent the
reservation of any shares of Capital Stock required to be reserved pursuant to
Section 7.2 of this Agreement requires registration with or approval of any
Governmental Authority under any Federal or state or other applicable law before
such shares of Capital Stock may be issued or delivered upon conversion or
exercise, the Company will in good faith and as expeditiously as possible cause
such shares of Capital Stock to be duly registered or approved, as the case may
be. So long as the shares of Common Stock are quoted on the NASDAQ or listed on
any national securities exchange, the Company will, if permitted by the rules of
such system or exchange, quote or list and keep quoted or listed on such system
or exchange, upon official notice of issuance, all shares of Common Stock
issuable or deliverable upon exercise of the Warrants or the conversion or
exchange of Next Round Securities into which the Senior Convertible Notes are
convertible.

                  7.2 Mutual Covenants. The parties agree that the anti-dilution
provision of Section 6(e)(ii) of the Certificate of Amendment of the Certificate
of Incorporation shall not apply as a result of the issuance of the Warrants.

SECTION 8.        INDEMNIFICATION.

                      (a) Except as otherwise provided in this Section 8, the
Company agrees to indemnify, defend and hold harmless each Purchaser and its
Affiliates and their respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all claims, losses, liabilities,
damages, deficiencies, judgements, assessments, fines, settlements, costs or
expenses (including interest, penalties and reasonable fees, disbursements and
other charges of counsel) (collectively, "Losses") based upon, arising out of or
otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement of the Company contained in any
Transaction

<PAGE>
                                                                               8


Document. Notwithstanding the foregoing, the Company's liability pursuant to
this Section 8 shall in no event exceed $15,000,000.

                      (b) Except as otherwise provided in this Section 8, the
Purchasers, severally and not jointly, agree to indemnify, defend and hold
harmless the Company and its respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons to the fullest extent
permitted by law from and against any and all Losses based upon, arising out of
or otherwise in respect of any inaccuracy in or any breach of any surviving
representation, warranty, covenant or agreement (excluding the Standby
Commitment) of the Purchasers contained in any Transaction Document.
Notwithstanding the foregoing, the Purchasers' liability pursuant to this
Section 8 shall in no event exceed $3,000,000.

SECTION 9.        REGISTRATION RIGHTS.

                      (a) The Company and each of the Purchasers hereby agree
and acknowledge that the shares of Common Stock for which the Warrants are
exercisable and any Common Stock issuable upon the conversion or exchange of the
Next Round Securities are Registrable Securities, as such term is defined in the
Investment Agreement, and that, until the closing of the Next Round, the
provisions of Section 9 of the Investment Agreement shall apply to all Persons
of record holding the Senior Convertible Notes or the Warrants (or any shares of
Registrable Securities issued, directly or indirectly, as a result of a
conversion under a Senior Convertible Note or as a result of an exercise of a
Warrant).

                      (b) Upon completion of the Next Round, the Purchasers
shall have the option to decide whether the registration rights and related
provisions set forth in Section 9 of the Investment Agreement shall apply to the
Warrants or whether the registration rights and related provisions agreed to in
the final documentation negotiated in connection with the Next Round Financing
shall apply.

SECTION 10.       TERMINATION OF AGREEMENT

                  10.1 Termination. For purposes of clarification: (1) the
Company shall have no obligation to issue securities pursuant to the Standby
Commitment and (2) the Purchasers shall have no obligations to fund the Standby
Commitment after the earlier of (i) that date on which the Company has received
from the Purchasers financing proceeds aggregating $15 million and (ii) December
31, 2000.

                  10.2 Survival. If this Agreement is terminated and the
transactions contemplated hereby are not consummated as described above, this
Agreement shall become void and of no further force and effect; provided,
however, that (i) a breaching party shall be liable to the non-breaching party
for damages caused by such breach; (ii) none of the non-breaching parties hereto
shall have any liability in respect of a termination of this Agreement pursuant
to Section 10.1(a) or Section 10.1(b); and

<PAGE>
                                                                               9


provided further, that none of the parties hereto shall have any liability for
speculative or unforeseeable damages resulting from a termination of this
Agreement.

SECTION 11.       MISCELLANEOUS

                  11.1 Survival of Representations, Warranties and Covenants.
The representations and warranties, covenants and agreements contained herein
shall survive for a period of eighteen months following the Closing Date.

                  11.2 Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner set forth in the
Investment Agreement.

                  11.3 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties hereto. Subject to applicable securities laws, each of the Purchasers
may assign any of its rights under this Agreement to any of its Affiliates but
any such assignment shall not relieve any Purchaser from its obligations
hereunder. The Company may not assign any of its rights under this Agreement and
each of the other Transaction Documents, except to a successor-in-interest to
the Company, without the written consent of all of the Purchasers.

                  11.4 Amendment and Waiver.

                      (a) No failure or delay on the part of the Company or the
Purchasers in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.

                      (b) Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by the Company or the Purchasers from the terms of
any provision of this Agreement, shall be effective (i) only if it is made or
given in writing and signed by the Company and the Purchasers, and (ii) only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

                  11.5 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  11.6 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


<PAGE>
                                                                              10


                  11.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                  11.8 Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

                  11.9 Rules of Construction. Unless the context otherwise
requires, "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Agreement.

                  11.10 Entire Agreement. This Agreement, together with the
exhibits and schedules hereto, and the other Transaction Documents, are intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein, except those set forth in the
Transaction Documents (as such term is defined in the Investment Agreement).

                  11.11 Fees. Upon the Closing, the Company shall reimburse the
Purchasers for their reasonable out-of-pocket expenses (including attorney's
fees, disbursements and other charges) incurred in connection with the
transactions contemplated by this Agreement; provided, however, that the Company
shall not be obligated to reimburse the Purchasers for any reasonable
out-of-pocket expenses in excess of $[ ] in the aggregate.

                  11.12 Publicity; Confidentiality. The provisions of Section
11.12 of the Note Purchase Agreement shall apply with respect to this Agreement
and the transactions contemplated by this Agreement and the Transaction
Documents.

                  11.13 Further Assurances. Each of the parties shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.



<PAGE>
                                                                              11



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their respective officers hereunto
duly authorized on the date first above written.

                                         BLUEFLY, INC.


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


                                         QUANTUM INDUSTRIAL PARTNERS LDC


                                         By: Michael C. Neus
                                            ---------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact


                                         SFM DOMESTIC INVESTMENTS LLC


                                         By: Michael C. Neus
                                            ---------------------------------
                                             Name:  Michael C. Neus
                                             Title:  Attorney-in-Fact




<PAGE>
                                                                  EXHIBIT A-1 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS AND NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.



                                                               WARRANT NO. [___]

                                     WARRANT

                       TO PURCHASE SHARES OF COMMON STOCK

                                       OF

                                  BLUEFLY, INC.


                  THIS IS TO CERTIFY THAT ____________ or its registered assigns
(the "Holder"), is the owner of the right to subscribe for and to purchase from
BLUEFLY, INC., a New York corporation (the "Company"), [____________] (the
"Number Issuable"), fully paid, duly authorized and nonassessable shares of
Common Stock at a price equal to the price at which the Next Round Securities
are convertible into or exchangeable for shares of Common Stock (the "Exercise
Price"), at any time, in whole or in part, from and after the closing of the
Next Round Financing and prior to 5:00 PM New York City time, on May __, 2005
(the "Expiration Date") all on the terms and subject to the conditions
hereinafter set forth (the "Warrants").

                  The Number Issuable is subject to further adjustment from time
to time pursuant to the provisions of Section 2 of this Warrant Certificate.

                  Capitalized terms used herein but not otherwise defined shall
have the meanings given to them in Section 12 hereof.

                  Section 1. Exercise of Warrants.

                         (a) Subject to the last paragraph of this Section 1,
the Warrants evidenced hereby may be exercised, in whole or in part, by the
Holder hereof at any time

<PAGE>
                                                                               2


or from time to time, on or after the date hereof and prior to the Expiration
Date upon delivery to the Company at the principal executive office of the
Company in the United States of America, of (A) this Warrant Certificate, (B) a
written notice stating that such Holder elects to exercise the Warrants
evidenced hereby in accordance with the provisions of this Section 1 and
specifying the number of Warrants being exercised and the name or names in which
the Holder wishes the certificate or certificates for shares of Common Stock to
be issued and (C) payment of the Exercise Price for such Warrants, which shall
be payable by any one or any combination of the following: (i) cash; (ii)
certified or official bank check payable to the order of the Company; (iii) by
the surrender (which surrender shall be evidenced by cancellation of the number
of Warrants represented by any Warrant Certificate presented in connection with
a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by
one or more relevant Warrant Certificates), and without the payment of the
Exercise Price in cash, in return for the delivery to the surrendering Holder of
such number of shares of Common Stock equal to the number of shares of the
Common Stock for which such Warrant is exercisable as of the date of exercise
(if the Exercise Price were being paid in cash or certified or official bank
check) reduced by that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless
Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the
Business Day which immediately precedes the day of exercise of the Warrant; or
(iv) by the delivery of shares of the Common Stock having a value (as defined by
the next sentence) equal to the aggregate Exercise Price to be paid, that are
either held by the Holder or are acquired in connection with such exercise, and
without payment of the Exercise Price in cash. Any share of Common Stock
delivered as payment for the Exercise Price in connection with an In-Kind
Exercise (as defined below) shall be deemed to have a value equal to the Market
Price of one Share of Common Stock on the Business Day which immediately
precedes the day of exercise of the Warrants. An exercise of a Warrant in
accordance with clause (iii) is herein referred to as a "Cashless Exercise" and
an exercise of a Warrant in accordance with clause (iv) is herein referred to as
an "In-Kind Exercise." The documentation and consideration, if any, delivered in
accordance with subsections (A), (B) and (C) are collectively referred to herein
as the "Warrant Exercise Documentation."

                         (b) As promptly as practicable, and in any event within
five (5) Business Days after receipt of the Warrant Exercise Documentation, the
Company shall deliver or cause to be delivered (A) certificates representing the
number of validly issued, fully paid and nonassessable shares of Common Stock
specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu
of any fraction of a share, as hereinafter provided, and (C) if less than the
full number of Warrants evidenced hereby are being exercised or used in a
Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for
the number of Warrants evidenced by this Warrant Certificate, less the number of
Warrants then being exercised and/or used in a Cashless Exercise. Such exercise
shall be deemed to have been made at the close of business on the date of
delivery of the Warrant Exercise Documentation so that the Person entitled to
receive shares of Common

<PAGE>
                                                                               3


Stock upon such exercise shall be treated for all purposes as having become the
record holder of such shares of Common Stock at such time.

                         (c) The Company shall pay all expenses incurred by the
Company in connection with and taxes and other governmental charges (other than
income taxes of the Holder) that may be imposed in respect of, the issue or
delivery of any shares of Common Stock issuable upon the exercise of the
Warrants evidenced hereby. The Company shall not be required, however, to pay
any tax or other charge imposed in connection with any transfer involved in the
issue of any certificate for shares of Common Stock, as the case may be, in any
name other than that of the registered holder of the Warrant evidenced hereby.

                         (d) In connection with the exercise of any Warrants
evidenced hereby, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Company shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Market Price for one Share of Common Stock on the Business Day which
immediately precedes the day of exercise. If more than one (1) such Warrant
shall be exercised by the holder thereof at the same time, the number of full
shares of Common Stock issuable on such exercise shall be computed on the basis
of the total number of Warrants so exercised.

                  Section 2. Certain Adjustments.

                         (a) The number of shares of Common Stock purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment as follows:

                             (i) Stock Dividends, Subdivision, Combination or
Reclassification of Common Stock. If at any time after the date of the issuance
of this Warrant the Company shall (i) pay a dividend on Common Stock in shares
of its capital stock, (ii) combine its outstanding shares of Common Stock into a
smaller number of shares, (iii) subdivide its outstanding shares of Common Stock
as the case may be, or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, then, on the record date for
such dividend or the effective date of such subdivision or split-up, combination
or reclassification, as the case may be, the number and kind of shares to be
delivered upon exercise of this Warrant will be adjusted so that the Holder will
be entitled to receive the number and kind of shares of capital stock that such
Holder would have owned or been entitled to receive upon or by reason of such
event had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph 2(a)(v).

                             (ii) Extraordinary Distributions. If at any time
after the date of issuance of this Warrant, the Company shall distribute to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the continuing or surviving
corporation and Common Stock is not changed or exchanged) cash, evidences of
indebtedness, securities or other assets

<PAGE>
                                                                               4


(excluding (i) ordinary course cash dividends to the extent such dividends do
not exceed the Company's retained earnings and (ii) dividends payable in shares
of capital stock for which adjustment is made under Section 2(a)(i) or rights,
options or warrants to subscribe for or purchase securities of the Company),
then in each such case the number of shares of Common Stock to be delivered to
such Holder upon exercise of this Warrant shall be increased so that the Holder
thereafter shall be entitled to receive the number of shares of Common Stock
determined by multiplying the number of shares such Holder would have been
entitled to receive immediately before such record date by a fraction, the
denominator of which shall be the Exercise Price on such record date minus the
then fair market value (as reasonably determined by the Board of Directors of
the Company in good faith) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or of such rights or
warrants applicable to one share of the Common Stock (provided that such
denominator shall in no event be less than $.01) and the numerator of which
shall be the Exercise Price.

                             (iii) Reorganization, etc. If at any time after the
date of issuance of this Warrant any consolidation of the Company with or merger
of the Company with or into any other Person (other than a merger or
consolidation in which the Company is the surviving or continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
shares of either Common Stock) or any sale, lease or other transfer of all or
substantially all of the assets of the Company to any other person (each, a
"Reorganization Event"), shall be effected in such a way that the holders of the
Common Stock shall be entitled to receive cash, stock, other securities or
assets (whether such cash, stock, other securities or assets are issued or
distributed by the Company or another Person) with respect to or in exchange for
the Common Stock, then, upon exercise of this Warrant, the Holder shall have the
right to receive the kind and amount of cash, stock, other securities or assets
receivable upon such Reorganization Event by a holder of the number of shares of
the Common Stock that such holder would have been entitled to receive upon
exercise of this Warrant had this Warrant been exercised immediately before such
Reorganization Event, subject to adjustments that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 2(a). The
Company shall not enter into any of the transactions referred to in this Section
2(a)(iii) unless effective provision shall be made so as to give effect to the
provisions set forth in this Section 2(a)(iii).

                             (iv) Carryover. Notwithstanding any other provision
of this Section 2(a), no adjustment shall be made to the number of shares of
either Common Stock to be delivered to the Holder (or to the Exercise Price) if
such adjustment represents less than .05% of the number of shares to be so
delivered, but any lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment that together with
any adjustments so carried forward shall amount to .05% or more of the number of
shares to be so delivered.


<PAGE>
                                                                               5


                             (v) Exercise Price Adjustment.

                                 (i) Whenever the Number Issuable upon the
exercise of the Warrant is adjusted as provided pursuant to this Section 2(a),
the Exercise Price per share payable upon the exercise of this Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the Number Issuable upon the
exercise of the Warrant immediately prior to such adjustment, and of which the
denominator shall be the Number Issuable immediately thereafter; provided,
however, that the Exercise Price for each Share of the Common Stock shall in no
event be less than the par value of a share of such Common Stock.

                                 (ii) If the price at which the Next Round
Securities are convertible into shares of Common Stock is adjusted pursuant to
documents that create and define the Next Round Securities, then the Exercise
Price of the Warrants shall be adjusted accordingly provided that there should
be no duplication of adjustments.

                         (b) Notice of Adjustment. Whenever the Number Issuable
or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by first class mail, postage prepaid, to the Holder, notice of
such adjustment or adjustments setting forth the Number Issuable and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

                  Section 3. No Redemption. The Company shall not have any
right to redeem any of the Warrants evidenced hereby.

                  Section 4. Notice of Certain Events. In case at any time or
from time to time (i) the Company shall declare any dividend or any other
distribution to the holders of Common Stock, (ii) the Company shall authorize
the granting to the holders of Common Stock of rights or warrants to subscribe
for or purchase any additional shares of stock of any class or any other right,
(iii) the Company shall authorize the issuance or sale of any other shares or
rights which would result in an adjustment to the Number Issuable pursuant to
Section 2(a)(i), (ii), or (iii), or (iv) there shall be any capital
reorganization or reclassification of Common Stock of the Company or
consolidation or merger of the Company with or into another Person, or any sale
or other disposition of all or substantially all the assets of the Company, or
(v) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, in any one or more of such cases the Company
shall mail to the Holder at such Holder's address as it appears on the transfer
books of the Company, as promptly as practicable but in any event at least 10
days prior to the date on which the transactions contemplated in Section
2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights or warrants or,
if a record is not to be taken, the date as of which the holders of record of
either Common Stock to be entitled to such dividend, distribution, rights or
warrants are to be determined, or (b) the date on which such

<PAGE>
                                                                               6


reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up is expected to become effective. Such notice also
shall specify the date as of which it is expected that the holders of record of
the Common Stock shall be entitled to exchange the Common Stock for shares of
stock or other securities or property or cash deliverable upon such
reorganization, reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                  Section 5. Certain Covenants. The Company covenants and agrees
that all shares of Capital Stock of the Company which may be issued upon the
exercise of the Warrants evidenced hereby will be duly authorized, validly
issued and fully paid and nonassessable. The Company shall at all times reserve
and keep available for issuance upon the exercise of the Warrants, such number
of its authorized but unissued shares of Common Stock as will from time to time
be sufficient to permit the exercise of all outstanding Warrants, and shall take
all action required to increase the authorized number of shares of Common Stock
if at any time there shall be insufficient authorized but unissued shares of
Common Stock to permit such reservation or to permit the exercise of all
outstanding Warrants.

                  Section 6. Registered Holder. The persons in whose names this
Warrant Certificate is registered shall be deemed the owner hereof and of the
Warrants evidenced hereby for all purposes. The registered Holder of this
Warrant Certificate, in their capacity as such, shall not be entitled to any
rights whatsoever as a stockholder of the Company, except as herein provided.

                  Section 7. Transfer of Warrants. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered Holder hereof, at the
principal executive office of the Company in the United States of America,
together with an appropriate investment letter and opinion of counsel, if deemed
reasonably necessary by counsel to the Company to assure compliance with
applicable securities laws. Thereupon, the Company shall issue in the name or
names specified by the registered Holder hereof and, in the event of a partial
transfer, in the name of the registered Holder hereof, a new Warrant Certificate
or Certificates evidencing the right to purchase such number of shares of Common
Stock as shall be equal to the number of shares of Common Stock then purchasable
hereunder.

                  Section 8. Denominations. The Company covenants that it will,
at its expense, promptly upon surrender of this Warrant Certificate at the
principal executive office of the Company in the United States of America,
execute and deliver to the registered Holder hereof a new Warrant Certificate or
Certificates in denominations specified by such Holder for an aggregate number
of Warrants equal to the number of Warrants evidenced by this Warrant
Certificate.

                  Section 9. Replacement of Warrants. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity

<PAGE>
                                                                               7


reasonably satisfactory to the Company (in the case of an insurance company or
other institutional investor, its own unsecured indemnity agreement shall be
deemed to be reasonably satisfactory), or, in the case of mutilation, upon
surrender and cancellation thereof, the Company will issue a new Warrant
Certificate of like tenor for a number of Warrants equal to the number of
Warrants evidenced by this Warrant Certificate.

                  Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

                  Section 11. Rights Inure to Registered Holder. The Warrants
evidenced by this Warrant Certificate will inure to the benefit of and be
binding upon the registered Holder thereof and the Company and their respective
successors and permitted assigns. Nothing in this Warrant Certificate shall be
construed to give to any Person other than the Company and the registered Holder
thereof any legal or equitable right, remedy or claim under this Warrant
Certificate, and this Warrant Certificate shall be for the sole and exclusive
benefit of the Company and such registered Holder. Nothing in this Warrant
Certificate shall be construed to give the registered Holder hereof any rights
as a Holder of shares of either Common Stock until such time, if any, as the
Warrants evidenced by this Warrant Certificate are exercised in accordance with
the provisions hereof.

                  Section 12. Definitions. For the purposes of this Warrant
Certificate, the following terms shall have the meanings indicated below:

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the City of New York, New York are
authorized or required by law or executive order to close.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock (or equivalent ownership interests in a Person not a
corporation) whether now outstanding or hereafter issued, including, without
limitation, all Next Round Securities or Series A Preferred Shares and any
rights, warrants or options to purchase such Person's capital stock.

                  "Common Stock" shall mean the common stock of the Company.

                  "Market Price" shall mean, per share of Common Stock, on any
date specified herein: (a) if the Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security, the average of the closing bid and ask price of the
Common Stock on such date; or (b) if there shall have been no trading on such
date or if the Common Stock is not so designated, the average of the reported
closing bid and asked price of the Common Stock, on such date as shown by NASDAQ
and reported by any member firm of the NYSE selected by the

<PAGE>
                                                                               8


Company; or (c) if neither (a) nor (b) is applicable, the Fair Market Value per
share determined in good faith by the Board of Directors of the Company which
shall be deemed to be Fair Market Value unless holders of at least 15% of Common
Stock issued or issuable upon exercise of the Warrants request that the Company
obtain an opinion of a nationally recognized investment banking firm chosen by
the Company (who shall bear the expense) and reasonably acceptable to such
requesting holders of the Warrants, in which event the Fair Market Value shall
be as determined by such investment banking firm.

                  "Next Round Financing" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Next Round Securities" shall have the meaning given it in the
Note and Warrant Purchase Agreement.

                  "Note and Warrant Purchase Agreement" shall mean that certain
note and warrant purchase agreement between the Company, the Holder and
___________ dated May __, 2000 as the same may be amended from time to time in
accordance with its terms.

                  "NYSE" shall mean the New York Stock Exchange, Inc.

                  "Person" shall mean any individual, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.

                  Section 10. Notices. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
courier services or personal delivery, (a) if to the Holder of a Warrant, at
such Holder's last known address appearing on the books of the Company; and (b)
if to the Company, at its principal executive office in the United States
located at the address designated for notices in the Note and Warrant Purchase
Agreement, or such other address as shall have been furnished to the party given
or making such notice, demand or other communication. All such notices and
communications shall be deemed to have been duly given: (i) when delivered by
hand, if personally delivered; (ii) when delivered to a courier if delivered by
commercial overnight courier service; and (iii) five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed as of the Issue Date.

                                            BLUEFLY, INC.



<PAGE>
                                                                               9


                                            By:
                                               -------------------------------
                                                Name:
                                                Title:




<PAGE>
                                                                              10


                            [Form of Assignment Form]

                  [To be executed upon assignment of Warrants]

                  The undersigned hereby assigns and transfers this Warrant
Certificate to ___________________ whose Social Security Number or Tax ID Number
is _________________ and whose record address is ______________________________,
and irrevocably appoints ________________ as agent to transfer this security on
the books of the Company. Such agent may substitute another to act for such
agent.

                                                 Signature:


                                                 -------------------------------


                                                 Signature Guarantee:


                                                 -------------------------------




Date:
     -----------------------------



<PAGE>


                                                                  EXHIBIT A-2 to
                                                                NOTE AND WARRANT
                                                              PURCHASE AGREEMENT


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

                                  BLUEFLY, INC.

                             SENIOR CONVERTIBLE NOTE


$_______________
New York, New York                                                 June __, 2000

                  FOR VALUE RECEIVED, the undersigned, BLUEFLY, INC., a New York
corporation (the "Payor" or the "Company"), promises to pay to the order of
_________ or its registered assign (the "Payee"), the principal sum of _________
DOLLARS ($_________) and interest on the outstanding principal balance as set
forth herein.

                  1. Securities Purchase Agreement. This Senior Convertible Note
is the Senior Convertible Note issued pursuant to the Note and Warrant Purchase
Agreement, dated as of June __, 2000, among the Payor, the Payee and _________
(the "Securities Purchase Agreement"). The Payee is entitled to the benefits of
(and subject to the obligations expressly contained in) this Senior Convertible
Note and the Securities Purchase Agreement and may enforce the agreements of the
Payor contained herein and therein and exercise the remedies provided for hereby
and thereby or otherwise available in respect hereto and thereto. Capitalized
terms used herein without definition shall have the meaning ascribed to such
terms in the Securities Purchase Agreement.

                  2. Interest Rate; Payment.

                     (a) The outstanding principal balance of this Senior
Convertible Note shall bear interest at an annual rate equal to 8% per annum,
with interest accruing, from and including the date hereof, on a cumulative,
compounding basis. Interest shall be computed on the basis of a 365- or 366-day
year, as the case may be, and the actual number of days elapsed, and shall be
payable only upon repayment of the principal on any Repayment Date (as defined
below).

                     (b) The outstanding balance of any amount owed under this
Senior Convertible Note which is not paid when due shall bear interest at the
rate of 2%

<PAGE>
                                                                               2


per annum (the "Default Interest") above the rate that would otherwise be in
effect under this Senior Convertible Note with the Default Interest accruing,
from and including such due date, on a cumulative, compounding basis.

                     (c) The outstanding principal and all accrued and unpaid
interest shall be paid in full no later than January 2, 2002 (the "Maturity
Date"), unless repaid earlier pursuant to the provisions of Section 3 (the date
of any payment pursuant to Section 3 and the Maturity Date, collectively
referred to as a "Repayment Date"). On a Repayment Date, the Payor shall pay the
applicable amount of principal and interest in lawful money of the United States
of America by wire or bank transfer of immediately available funds to an account
designated by the Payee in writing from time to time.

                  (3) Prepayment.

                      (a) Mandatory Prepayment.

                          (i) Upon the occurrence of an Event of Default (as
defined in Section 5), the outstanding principal of and all accrued interest on
this Senior Convertible Note shall be accelerated and shall automatically become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are expressly waived by the Payor, notwithstanding
anything contained herein to the contrary.

                          (ii) The Payee shall, at its sole option, have the
right to require the Payor to pay the outstanding principal of and all accrued
interest on this Senior Convertible Note upon the occurrence of any of the
following events: (1) Payor entering into an agreement to effectuate any sale or
other disposition of all or substantially all of its assets, in one transaction
or in a series of transactions, (2) the Company entering into an agreement to
effectuate any consolidation or merger into another entity, or (3) any sale of a
majority of the outstanding equity of the Company (or any other event that
constitutes a Change of Control of the Payor), in one transaction or in a series
of transactions. Immediately upon the occurrence of either of the events set
forth in clauses (1) or (2) above, or immediately upon obtaining knowledge that
any person has entered into an agreement to effectuate, the event set forth in
clause (3) above, the Payor shall give written notice of such event to the
Payee. Change of Control means any Person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) other than a Principal Shareholder,
becoming the beneficial owner, directly or indirectly, of outstanding shares of
stock of the Company entitling such Person or Persons to exercise 50% or more of
the total votes entitled to be cast at a regular or special meeting, or by
action by written consent, of the stockholders of the Company in the election of
directors (the term "beneficial owner" shall be determined in accordance with
Rule 13d-3 of the Exchange Act).

                          (iii) Any mandatory prepayment under this Section 3(a)
shall include payment of reasonable costs and expenses, if any, associated with
such prepayment.


<PAGE>
                                                                               3


                      (b) Optional Prepayment. The Payor may prepay all or any
portion of this Senior Convertible Note, at any time, by paying an amount equal
to the outstanding principal amount of this Senior Convertible Note, or the
portion of this Senior Convertible Note called for prepayment, together with
interest accrued and unpaid thereon to the date of prepayment and any other
amounts due under this Senior Convertible Note and the Securities Purchase
Agreement, without penalty or premium.

                  4.       Mandatory Conversion.

                      (a) This Senior Convertible Note plus interest accrued and
unpaid thereon shall be automatically converted simultaneously with the Next
Round Financing (the "Triggering Event') into that number of fully paid and
non-assessable Next Round Securities which is equal to the quotient obtained by
dividing the then outstanding principal amount of this Senior Convertible Note
plus interest accrued and unpaid thereon to the date of conversion by the price
per Next Round Security paid in the Next Round Financing.

                      (b) Promptly after the Triggering Event the Company shall
deliver or cause to be delivered to the holder of this Senior Convertible Note a
certificate or certificates representing the number of fully paid and
non-assessable shares of Next Round Securities into which this Senior
Convertible Note may be converted. Such conversion shall be deemed to have been
made simultaneously with the conclusion of the Next Round Financing, so that the
rights of the holder as a holder of this Senior Convertible Note shall cease
with respect to this Senior Convertible Note at such time (including, without
limitation, the right to receive the principal of this Senior Convertible Note
other than in the form of Next Round Securities), interest shall cease to accrue
hereon and the person or persons entitled to receive the Next Round Securities
deliverable upon conversion of this Senior Convertible Note shall be treated for
all purposes as having become the record holders of such Next Round Securities
at such time, and such conversion shall be at the conversion rate in effect at
such time.

                      (c) The Company covenants that it will at all times
reserve and keep available out of its authorized Next Round Securities (at such
time as such Securities are authorized) solely for the purpose of issue or
delivery upon conversion of this Senior Convertible Note as herein provided,
such number of Next Round Securities as shall then be issuable or deliverable
upon the conversion of this Senior Convertible Note. The Company covenants that
all Next Round Securities which shall be so issuable or deliverable shall, when
issued or delivered, be duly and validly issued and fully paid and
non-assessable.

                  5. Events of Default. An "Event of Default" shall occur if:

                     (a) the Payor shall default in the payment of the
principal of or interest payable on this Senior Convertible Note, when and as
the same shall become due and payable, whether at maturity or at a date fixed
for prepayment or by acceleration or

<PAGE>
                                                                               4


otherwise and such default with respect to the payment of interest shall
continue unremedied for two days;

                     (b) the Payor shall fail to observe or perform any
covenant or agreement contained in this Senior Convertible Note, the Securities
Purchase Agreement or the Warrants and such failure shall continue for five
business days after Payor receives notice of such failure;

                     (c) any representation, warranty, certification or
statement made by or on behalf of the Payor in this Senior Convertible Note or
the Securities Purchase Agreement or in any certificate, writing or other
document delivered pursuant hereto shall prove to have been incorrect in any
material respect when made;

                     (d) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(A) relief in respect of Payor or of a substantial part of Payor's respective
property or assets, under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law (any such law, a "Bankruptcy Law"), (B) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a substantial part of the property or assets of any Payor,
(C) the winding up or liquidation of any Payor; and such proceeding or petition
shall continue undismissed for 60 days, or an order or decree approving or
ordering any of the foregoing shall be entered;

                     (e) the Payor shall (A) voluntarily commence any
proceeding or file any petition seeking relief under a Bankruptcy Law, (B)
consent to the institution of or the entry of an order for relief against it, or
fail to contest in a timely and appropriate manner, any proceeding or the filing
of any petition described in clause d, (C) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for a substantial part of the property or assets of the Payor,
(D) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (E) make a general assignment for the benefit
of creditors, (F) become unable, admit in writing its inability or fail
generally to pay its debts as they become due or (G) take any action for the
purpose of effecting any of the foregoing;

                     (f) one or more judgments or orders for the payment of
money in excess of $250,000 in the aggregate shall be rendered against the Payor
and such judgment(s) or order(s) shall continue unsatisfied and unstayed for a
period of 30 days;

                     (g) the Payor shall default in the payment of any
principal, interest or premium, or any observance or performance of any
covenants or agreements, with respect to indebtedness (excluding trade payables
and other indebtedness entered into in the ordinary course of business) in
excess of $50,000 in the aggregate for borrowed money or any obligation which is
the substantive equivalent thereof and such default shall continue for more than
the period of grace, if any, or of any such

<PAGE>
                                                                               5


Indebtedness or obligation shall be declared due and payable prior to the stated
maturity thereof;

                     (h) the Payor shall incur any indebtedness senior to this
Senior Convertible Note; or

                     (i) any material provisions of this Senior Convertible
Note, the Securities Purchase Agreement, or the Warrants shall terminate or
become void or unenforceable or the Payor shall so assert in writing.

                  6. Senior Status. The indebtedness evidenced by this Senior
Convertible Note is senior in right of payment to all other indebtedness of the
Payor and Payor agrees not to incur any indebtedness, which by its terms is
senior in right of payment to this Senior Convertible Note.

                  7. Suits for Enforcement.

                     (a) Upon the occurrence of any one or more Events of
Default, the holder of this Senior Convertible Note may proceed to protect and
enforce its rights by suit in equity, action at law or by other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in the Securities Purchase Agreement or in aid of the exercise of any
power granted in this Senior Convertible Note, or may proceed to enforce the
payment of this Senior Convertible Note, or to enforce any other legal or
equitable right it may have as a holder of this Senior Convertible Note.

                     (b) The holder of this Senior Convertible Note may direct
the time, method and place of conducting any proceeding for any remedy available
to itself.

                     (c) In case of any Event of Default under the Securities
Purchase Agreement, the Payor will pay to the holder of this Senior Convertible
Note such amounts as shall be sufficient to cover the reasonable costs and
expenses of such holder due to such Event of Default, including without
limitation, costs of collection and reasonable fees, disbursements and other
charges of counsel incurred in connection with any action in which the holder
prevails.

                  8. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in the manner and to the
addresses set forth in Section 11.2 of the Securities Purchase Agreement.

                  9. Successors and Assigns. This Senior Convertible Note shall
inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto. The Payor may not assign any of its rights under this
Senior Convertible Note without the prior written consent of Payee. The Payee
may assign all or a portion of their rights or obligations under this Senior
Convertible Note to an Affiliate without the prior written consent of the Payor.
<PAGE>
                                                                               6


                  10. Amendment and Waiver.

                      (a) No failure or delay on the part of the Payor or Payee
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Payor or
Payee at law, in equity or otherwise.

                      (b) Any amendment, supplement or modification of or to any
provision of this Senior Convertible Note, any waiver of any provision of this
Senior Convertible Note and any consent to any departure by the Payor from the
terms of any provision of this Senior Convertible Note, shall be effective (i)
only if it is made or given in writing and signed by the Payor and the Payee and
(ii) only in the specific instance and for the specific purpose for which made
or given.

                  11. Headings. The headings in this Senior Convertible Note are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  12. GOVERNING LAW. THIS SENIOR CONVERTIBLE NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

                  13. Costs and Expenses. The Payor hereby agrees to pay on
demand all reasonable out-of-pocket costs, fees, expenses, disbursements and
other charges (including but not limited to the fees, expenses, disbursements
and other charges of Paul, Weiss, Rifkind, Wharton & Garrison, special counsel
to the Payee) of the Payee arising in connection with any consent or waiver
granted or requested hereunder or in connection herewith, and any renegotiation,
amendment, work-out or settlements of this Senior Convertible Note or the
indebtedness arising hereunder.

                  14. Waiver of Jury Trial and Setoff. The Payor hereby waives
trial by jury in any litigation in any court with respect to, in connection
with, or arising out of this Senior Convertible Note or any instrument or
document delivered pursuant to this Senior Convertible Note, or the validity,
protection, interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising, between any Payor and the Payee; and the
Payor hereby waives the right to interpose any setoff or counterclaim or
cross-claim in connection with any such litigation, irrespective of the nature
of such setoff, counterclaim or cross-claim except to the extent that the
failure so to assert any such setoff, counterclaim or cross-claim would
permanently preclude the prosecution of the same.

                  15. Consent to Jurisdiction. The Payor hereby irrevocably
consents to the nonexclusive jurisdiction of the courts of the State of New York
and of any federal court located in such State in connection with any action or
proceeding arising out of or

<PAGE>
                                                                               7


relating to this Senior Convertible Note or any document or instrument delivered
pursuant to this Agreement.

                  16. Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.

                  17. Entire Agreement. This Senior Convertible Note, the
Warrants and the Securities Purchase Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter hereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein. This Senior
Convertible Note supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

                  18. Further Assurances. The Payor shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any governmental authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Senior Convertible Note.

                                                 BLUEFLY, INC.


                                                 By:
                                                    ---------------------------
                                                     Name:
                                                     Title:





<PAGE>


                                                                    Schedule 3.4


                                                                    SCHEDULE 2.2



                            SHARES AND PURCHASE PRICE



                                             Purchase Price and Aggregate
                                              Principal Amount of Senior
            Purchaser                              Convertible Note
-----------------------------------          ----------------------------
Quantum Industrial Partners LDC                   $   2,904,800


SFM Domestic Investments LLC                      $      95,100


TOTAL                                             $3,000,000.00

Source: OneCLE Business Contracts.