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                                   EXHIBIT RRR

                     AMENDMENT #2 TO REIMBURSEMENT AGREEMENT

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

Gentlemen:

     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:
                                               ---------------------------------
                                               Name:
                                               Title:
Agreed:

BLUEFLY, INC.

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