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                                                                     Exhibit HHH


                                 BLUEFLY, INC.
                               42 West 39th Street
                            New York, New York 10018


                                            August 19, 2002


Quantum Industrial Partners LDC
Kaya Flamboyan 9
Willemstad
Curacao
Netherlands-Antilles

SFM Domestic Investments LLC
c/o Soros Fund Management LLC
888 Seventh Avenue
New York, New York 10106

Gentlemen:

     Reference  is  hereby  made to the  Certificate  of  Powers,  Designations,
Preferences  and  Rights  of  Series  2002  Convertible   Preferred  Stock  (the
"Certificate of  Designations")  of Bluefly,  Inc. (the "Company").  Capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Certificate of Designations.

     Pursuant to Section 8 of the  Certificate of  Designations,  the Company is
required,  with respect to any Subsequent Round Securities to be issued upon the
conversion  of any shares of the Series 2002 Stock,  to "take all such action as
may be necessary to ensure that all such Subsequent  Round  Securities may be so
issued  without  violation  of  any  applicable  law  or  regulation,  or of any
requirement of any national  securities  exchange or quotation system upon which
the Common Stock may be listed." The Company hereby confirms that, in accordance
with  the  provisions  of  Section  8, it shall  put  forth a  proposal  seeking
stockholder  approval of the  conversion  rights  contained  in Section 5 of the
Certificate of  Designations  at the Company's next annual or special meeting of
stockholders  to the extent that such  stockholder  approval  of the  conversion
rights  contained in Section 5 of the Certificate of Designations is required by
the  rules of the  Nasdaq  SmallCap  Market  or any  other  national  securities
exchange or quotation system upon which the Common Stock may be listed from time
to time.


                                            Very truly yours,

                                            BLUEFLY, INC.

                                            By: _________________________
                                            Name:
                                            Title: