Sample Business Contracts

Reimbursement Agreement [Amendment No. 2] - Bluefly Inc. and Quantum Industrial Partners LDC

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                                                                  March 17, 2003
Bluefly, Inc.
42 West 39 Street
New York, New York 10018


         Reference is made to the Reimbursement Agreement (the "Reimbursement
Agreement") dated as of March 30, 2001, as amended, between Bluefly, Inc., a
Delaware corporation, and Quantum Industrial Partners LDC, a Cayman Island
limited duration company. This will confirm that the Reimbursement Agreement is
hereby amended as follows:

         1.       The first sentence in Section 1 is deleted in its entirety and
                  the following is substituted in its place and stead: "QIP
                  hereby agrees to procure and maintain a Standby Letter of
                  Credit until November 15, 2004, as Account Party, for the
                  benefit of Lender in an amount equal to $2,000,000 for
                  delivery by March 17, 2003."

         2.       The following language is added to the end of Section 6 (a):
                  "As partial consideration for and a condition to its
                  increasing the value of and maintaining the Standby Letter of
                  Credit from March 17, 2003 until November 15, 2004, the Soros
                  Entities shall each receive from Borrower a warrant
                  substantially in the form attached as Exhibit A hereto
                  (provided, however, that the warrants issued pursuant to this
                  sentence shall have an exercise price equal to the Current
                  Market Price as of March 17, 2003 and an expiration date of
                  March 17, 2013 to purchase that number of shares of the Common
                  Stock obtained by multiplying TWENTY FIVE THOUSAND (25,000) by
                  such Soros Entity's Percentage Interest (as defined in Section
                  6(c) below)."

         Except as herinabove specifically set forth, the Reimbursement
Agreement shall continue unmodified.

                                Very truly yours,

                                QUANTUM INDUSTRIAL PARTNERS LDC

                                By: /s/ John F. Brown
                                    Name: John. F. Brown
                                    Title: Attorney in fact



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