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                                                                    EXHIBIT 10.1

       THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED
    UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
          OR OTHER SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
       OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID ACT OR LAWS OR
                       AN APPLICABLE EXEMPTION THEREFROM.


                                 PROMISSORY NOTE


US$25,000                                                        April 27, 2001


         FOR VALUE RECEIVED, the undersigned, E. KENNETH SEIFF (the "Borrower"),
hereby promises to pay to BLUEFLY, INC., a Delaware corporation (the "Company"),
or to the Company's order, at 42 West 39th Street, New York, NY 10018, or at
such other address as the holder of this Promissory Note ("Holder") may specify
in writing, the principal sum of TWENTY-FIVE THOUSAND DOLLARS (US$25,000) plus
interest in the manner and upon the terms and conditions set forth below.

         1. Rate of Interest

            This Promissory Note ("Note") shall bear interest at a per annum
rate equal to five percent (5%). Interest shall be payable upon maturity.
Interest charged on this Note shall be computed on the basis of a three hundred
sixty (360) day year for actual days elapsed.

         2. Payment; Prepayment

            Principal and interest under this Note shall be due and payable in
full on or before April 27, 2006. This Note may be prepaid at any time, in whole
but not in part, without any premium or penalty whatsoever. The Company shall be
entitled to offset any bonus compensation which becomes payable to the Borrower
by the Company during the term of this Note against the then outstanding
principal amount and interest which is then due under this Note.

         3. Forgiveness

            Upon the occurrence of either (i) a Change in Control (as defined in
Borrower's employment agreement with Holder, dated as of December 29, 1999 (the
"Employment Agreement")) of the Company, (ii) the approval by the board of
directors of a plan to liquidate the Company and/or wind down its business (a
"Liquidation"), (iii) a termination of the Employment Agreement for any reason
other than "cause," as defined in the Employment Agreement or (iv) a
"constructive termination," as defined in the Employment Agreement (a
"Constructive Termination"), the entire principal amount of this Note, as well
as any accrued but unpaid interest, then outstanding shall be forgiven by the
Holder.


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         4. Events of Default

         Subject to the provisions hereinafter set forth, if one or more of the
following events (an "Event of Default") shall occur and be continuing:

            (a) the Borrower's employment with the Company shall be voluntarily
terminated by the Borrower other than in connection with a Change in Control or
Liquidation of the Company, or a Constructive Termination;

            (b) the Borrower shall default in the payment when due of any
principal of, or interest on, this Note;

            (c) the Borrower shall admit in writing his inability to, or be
generally unable to, pay his debts as such debts become due; or

            (d) the Borrower shall (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of his property, (ii) make, or have
made for him, a general assignment for the benefit of his creditors, (iii)
commence, or have an action commenced against him, a voluntary case under any
law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (iv) take any action for the purpose of
effecting any of the foregoing;

         THEREUPON: (x) this Note and all amounts payable by the Borrower under
this Note shall be immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by the Borrower, and in any case the Holder may take such action as is
permitted to enforce its rights under this Note; (y) the Borrower shall pay all
of the reasonable expenses of the Holder incurred for the collection of this
Note and for the enforcement and protection of its rights under this Note,
including reasonable attorneys' fees and legal expenses; and (z) the Holder may
exercise from time to time any rights and remedies available to it by law,
including those available under any agreement or other instrument, if any,
relating to the amounts owed under this Note. The Holder may apply any funds
received from the Borrower or realized upon any collateral securing payment of
this Note, if any, in such manner and order of priority and against such payment
obligations hereunder as the Holder may determine.


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         5. General Provisions

            The Borrower hereby consents to any and all renewals, replacements,
and/or extensions of time for payment of this Note before, at, or after
maturity. The Borrower hereby consents to the acceptance, release, or
substitution of security for this Note. Presentment for payment, notice of
dishonor, protest, and notice of protest are hereby expressly waived. Any waiver
of any rights under this Note or under any other agreement, instrument, or paper
signed by the Borrowers is neither valid nor effective unless made in writing
and signed by the Holder. No delay or omission on the part of the Holder in
exercising any right shall operate as a waiver thereof or of any other right. A
waiver by the Holder upon any one occasion shall not be construed as a bar or
waiver of any right or remedy on any future occasion. Should any one or more of
the provisions of this Note be determined illegal or unenforceable, all other
provisions shall nevertheless remain effective. This Note cannot be changed,
modified, amended, or terminated orally. This Note may be assigned by the Holder
without the prior written consent of the Borrower, and any holder of this Note
shall have all the rights of the Holder provided herein. This Note may not be
assigned by the Borrower without the prior written consent of the Holder.

         6. Choice of Law and Venue

            THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT, AND THE RIGHTS OF THE BORROWER AND THE HOLDER, SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE
BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS NOTE SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, OR, AT THE SOLE
OPTION OF THE HOLDER, IN ANY OTHER COURT IN WHICH THE HOLDER SHALL INITIATE
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER
THE MATTER IN CONTROVERSY. THE BORROWER HEREBY EXPRESSLY WAIVES, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT HE MAY HAVE TO ASSERT THE DOCTRINE OF
FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION.

         7. Waiver of Jury Trial

            BORROWER AND HOLDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
THE BORROWER AND HOLDER EACH REPRESENT THAT THEY HAVE REVIEWED THIS WAIVER AND
KNOWINGLY AND VOLUNTARILY WAIVED SUCH JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE


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EVENT OF LITIGATION A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

         IN WITNESS WHEREOF, this Note has been executed and delivered on the
date first set forth above.




                                                    -------------------------
                                                    E. Kenneth Seiff



















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