Rosenthal & Rosenthal Inc. Factors 1370 Broadway, New York, NY 10018 Tel: (212) 356-1400 Fax: (212) 356-0900 February 14, 2002 AMENDMENT #2 TO FINANCING AGREEMENT BLUEFLY, INC. 42 West 39th Street New York, NY 10018 Reference is made to the Financing...

                                                                   Exhibit 10.31


                           Xxxxxxxxx & Xxxxxxxxx Inc.
                                     Factors
                        0000 Xxxxxxxx, Xxx Xxxx, XX 00000
                               Tel: (000) 000-0000
                               Fax: (000) 000-0000


                                                               February 14, 2002


                       AMENDMENT #2 TO FINANCING AGREEMENT


BLUEFLY, INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX  00000


         Reference is made to the Financing Agreement entered into between us
dated March 30, 2001, (the "Financing Agreement"). This will confirm that
effective as of February 14, 2002, the Financing Agreement is amended as
follows:

         The first sentence in Section 8.1 is deleted and the following is
         substituted in its place and stead:

         "This Agreement shall become effective on the Closing Date and shall
         continue in full force and effect for fourteen months from the Closing
         Date (the "Initial Term")."

         Except as hereinwith specifically set forth the Financing Agreement,
shall continue unmodified.


                                                  XXXXXXXXX & XXXXXXXXX, INC.


                                                  By: /s/ J. Xxxxxxx Xxxxxxx
                                                      ----------------------
                                                      J. Xxxxxxx Xxxxxxx
                                                      Executive Vice President


THE FOREGOING IS ACKNOWLEDGED
AND AGREED TO:
BLUEFLY, INC.

By:  /s/ Xxxxxxxx Xxxxxx
     -------------------
     Xxxxxxxx Xxxxxx
     Executive Vice President