Exhibit
10.2   

      MANAGEMENT
SERVICES AGREEMENT

      


      This Management Services Agreement
(this “Agreement”), dated as
of January 4, 2011 (the “Effective Date”), is
entered into by and between Eyefly LLC, with offices at 42 West 39th Street,
New York, New York 10018 (the “Company”), and
Bluefly, Inc., with offices at 42 West 39th Street,
New York, New York 10018  (the “Service
Provider”).

      


      WHEREAS,
the Service Provider has agreed to make available to the Company certain
facilities and perform certain services for the Company, and the Company desires
to obtain access to such facilities and services, on the terms provided
herein.

      


      NOW, THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the parties hereto agree as
follows:

      


      1.           Facilities and
Services.  At all times during the term of this Agreement, the
Service Provider shall provide the Company with access to such office space,
office equipment and supplies, telecommunications and computer networks,
administrative personnel and other property and services as may be agreed to by
the parties from time to time (collectively, the “Facilities and
Services”).  The parties agree that the Facilities and Services
are intended to include (without limitation) the design, development and
maintenance of the Company’s Web site, marketing services and financial, legal,
accounting, tax, auditing and other administrative services.

      


      2.           Term.  The
term of this Agreement shall commence as of the Effective Date and shall
continue until terminated by either party on thirty (30) days’ prior written
notice.  The provisions of Sections 3 – 13 shall
survive any termination of this Agreement indefinitely.

      


      3.           Compensation.  In
consideration for the provision of the Facilities and Services, the Company
shall pay the Service Provider a monthly fee (the “Service Provider
Fee”) equal to one hundred percent (100%) of the costs incurred by the
Service Provider in connection with its provision of the Facilities and
Services, including (without limitation) any allocable costs of personnel or
resources that are used partially to provide Services hereunder and partially
for other elements of the Service Provider’s business and an allocable portion
of the Service Provider’s audit fees, based on the cost of obtaining audits for
the Company’s financial statements.  The Service Provider Fees shall
be invoiced on a monthly basis and paid within thirty (30) days of receipt of
invoice. The
Service Provider shall, for a period of five (5) years from incurrence, retain
all records reasonably necessary to support the calculation of fees due
hereunder, and shall make such records available to the Company as reasonably
requested.

      


      4.           Relationship of the
Parties. The Service Provider is providing services hereunder as an
independent contractor, retaining control and responsibility for its operations
and personnel.  Nothing in this Agreement shall be deemed to
constitute the parties hereto joint venturers, partners or participants in an
unincorporated business or other separate entity, nor in any manner create any
employer-employee relationship between the Company on the one hand, and the
Service Provider or any of the Service Provider’s employees on the other
hand.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.           Indemnification. The
Company shall reimburse, defend, indemnify and hold the Service Provider and its
affiliates, members, partners, Service Providers, officers, employees and
agents, harmless from and against any damage, loss, liability, deficiency,
diminution in value, action, suit, claim, proceeding, investigation, audit,
demand, assessment, fine, judgment, cost and other expense (including, without
limitation, reasonable legal fees and expenses) arising out of, related to or in
connection with any act or omission of, or on behalf of, the Company or the
Service Provider, except to the extent determined by a court of competent
jurisdiction to result directly from the gross negligence or willful misconduct
of the person seeking indemnification.

      


      6.           Notices.  Any
notice, request, demand or other communication permitted or required to be given
hereunder shall be in writing, shall be sent by one of the following means to
the addressee at the address set forth in the preamble to this Agreement (or at
such other address as shall be designated hereunder by notice to the other party
hereto, effective upon actual receipt) and shall be deemed conclusively to have
been given: (a) on the first business day following the day timely deposited
with a nationally recognized overnight delivery service with an order for
next-day delivery, with the cost of delivery prepaid for the account of the
sender; (b) on the fifth business day following the day duly sent be certified
or registered United States mail, postage prepaid and return receipt requested;
or (c) if delivered by other means, when actually received by the addressee on a
business day (or on the next business day if received after the close of normal
business hours or on any non-business day).

      


      7.           Assignment; Successors and
Assigns.  This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by either party
without the prior written consent of the other, except in connection with a
merger or sale of all or substantially all of the assets of the assigning
party.  All covenants, promises and agreements by or on behalf of the
parties contained in this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns.

      


      8.           Amendments.  No
amendment, supplement or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the Service Provider
and the Company (in the case of an amendment or supplement) or by the waiving
party (in the case of a waiver).

      


      9.           Applicable
Law.  This Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of New York, without
giving effect to principles of conflicts of law or choice of law that would
compel the application of the substantive laws of any other
jurisdiction.  Any disputes arising hereunder shall be subject to the
exclusive jurisdiction of the State and federal courts located in New York, New
York.

      


      10.         Section
Headings.  The headings of each section are contained herein
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

      


      11.         Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto with regard to the subject matter hereof and supersedes and
replaces all prior agreements, understandings and representations, oral or
written, with regard to such matters.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      12.           Severability. If any
provision of this Agreement or application thereof under any circumstances is
adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect any other provision or application of this
Agreement which can be given effect without the invalid or unenforceable
provision or application and shall not invalidate or render unenforceable such
provision or application in any other jurisdiction.  If any provision
is held void, invalid or unenforceable with respect to particular circumstances,
it shall nevertheless remain in full force and effect in all other
circumstances.

      


      13.           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be an original,
and both of which together shall constitute one and the same
document.

      


      [SIGNATURES
ON NEXT PAGE]


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      IN WITNESS WHEREOF, the parties have
executed this Management Services Agreement as of the date first above
written.

      


      
        
          	 
      	
                  EYEFLY
      LLC

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  / s / Melissa Payner

                
	 
      	
                  Name: 

                	
                  Melissa
      Payner

                
	 
      	
                  Title:

                	
                  Manager

                
	 
      	 
      	 
      
	 
      	
                  BLUEFLY,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  / s / Melissa Payner

                
	 
      	
                  Name:

                	
                  Melissa
      Payner

                
	 
      	
                  Title:

                	
                  Chief
      Executive Officer