Exhibit 3.5


                  CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES

                    AND RIGHTS OF SERIES D CONVERTIBLE PREFERRED

                             STOCK OF BLUEFLY, INC.

         BLUEFLY, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY THAT:

                  Pursuant to authority conferred upon the Board of Directors of
the Corporation (the "Board") by the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), and pursuant to the provisions
of ss. 151 of the Delaware General Corporation Law (the "DGCL"), the Board, at a
meeting held on March 5, 2003, duly adopted the following resolution providing
for the voting powers, designations, preferences and rights, and the
qualifications, limitations and restrictions, of the Series D Convertible
Preferred Stock.

                  WHEREAS, the Certificate of Incorporation provides for two
classes of shares known as common stock, $0.01 par value per share (the "Common
Stock"), and preferred stock, $0.01 par value per share (the "Preferred Stock");
and

                  WHEREAS, the Board is authorized by the Certificate of
Incorporation to provide for the issuance of the shares of Preferred Stock in
one or more series, and by filing a certificate pursuant to the DGCL, to
establish from time to time the number of shares to be included in any such
series and to fix the voting powers, designations, preferences and rights of the
shares of any such series, and the qualifications, limitations and restrictions
thereof.

                  NOW, THEREFORE, BE IT RESOLVED, that the Board deems it
advisable to, and hereby does, designate a Series D Convertible Preferred Stock
and fixes and determines the voting powers, designations, preferences and
rights, and the qualifications, limitations and restrictions relating to the
Series D Convertible Preferred Stock as follows:

1. Designation/Ranking. There shall hereby be created and established a series
of Preferred Stock, and the shares of such series of Preferred Stock shall be
designated "Series D Convertible Preferred Stock" (referred to herein as the
"Series D Convertible Preferred Stock"). The Series D Convertible Preferred
Stock shall rank pari passu with the Corporation's Series A Convertible
Preferred Stock, $.01 par value per share (the "Series A Convertible Preferred
Stock"), the Corporation's Series B Convertible Preferred Stock, $.01 par value
per share (the "Series B Convertible Preferred Stock"), the Corporation's Series
C Convertible Preferred Stock, $.01 per value per share (the "Series C
Convertible Preferred Stock"), and the Corporation's Series 2002 Convertible
Preferred Stock, $.01 par value per share (the "Series 2002 Convertible
Preferred Stock," and, together with the Series A Convertible Preferred Stock,
the Series B Convertible Preferred Stock and the Series C Convertible Preferred
Stock, the "Convertible Preferred Stock") and senior to the Corporation's Common
Stock and all other Preferred Stock of the Corporation ranking junior to the
Convertible Preferred Stock, with respect to the payment of distributions on
liquidation, dissolution or winding up of the Corporation and with respect to
the payment of dividends.

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2. Authorized Number. The number of shares constituting the Series D Convertible
Preferred Stock shall be seven thousand, one hundred and fifty (7,150) shares.

3. Dividends.

     3.1 The holders of the Series D Convertible Preferred Stock shall be
entitled to receive, out of funds legally available for such purpose, dividends
which shall accrue at the rate of twelve percent (12%) per annum of the Series D
Face Value (as defined in Section 4.1 hereof) of such stock and shall compound
annually, payable only upon: (i) the conversion of the Series D Convertible
Preferred Stock pursuant to Section 6 hereof; (ii) Liquidation (as defined in
Section 4.1 hereof) of the Corporation under Section 4 hereof; or (iii) a
redemption of the Series D Convertible Preferred Stock under Section 7 hereof.
Except in connection with a Series D Liquidation Payment (as defined in Section
4.1 hereof) made under Section 4 hereof or a redemption payment made under
Section 7 hereof (which in each case shall require payment in cash), the
Corporation, in its sole discretion (as determined by a vote of the uninterested
directors of the Corporation), may elect to pay such dividends in shares of
Common Stock, in which case such Common Stock dividends shall be equal to the
number of shares of Common Stock obtained by dividing the cash value of such
dividend by the Series D Conversion Price.

     3.2 Dividends on each share of Series D Convertible Preferred Stock shall
be cumulative and shall accrue from the date of issuance of such share of Series
D Convertible Preferred Stock. The date on which the Corporation initially
issues any share of Series D Convertible Preferred Stock shall be its "Issue
Date," regardless of the number of times transfer of such shares is made on the
stock records maintained by or for the Corporation and regardless of the number
of certificates that may be issued to evidence such share.

     3.3 In addition to the right to receive dividends pursuant to Section 3.1
above, each holder of a share of Series D Convertible Preferred Stock shall have
the right, at any time after the Issue Date, if the Board of Directors of the
Corporation shall declare a dividend or make any other distribution (including,
without limitation, in cash or other property or assets, but excluding any stock
split effected as a stock dividend), to holders of shares of Common Stock, to
receive, out of funds legally available therefor, a dividend or distribution in
an amount equal to the amount of such dividend or distribution receivable by a
holder of the number of shares of Common Stock into which such share of Series D
Convertible Preferred Stock is convertible on the record date for such dividend
or distribution. Any such amount shall be paid to the holders of shares of
Series D Convertible Preferred Stock at the same time such dividend or
distribution is made to the holders of Common Stock.

4. Liquidation

     4.1 Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a "Liquidation"), each holder shall be paid
for each share of Series D Convertible Preferred Stock held by it, before any
distribution or payment is made upon any stock ranking junior to the Series D
Convertible Preferred Stock, an amount equal to the greater of: (i) $1,000 per
share (the "Series D Face Value") plus, in the case of each share, an amount
equal to all accrued but unpaid dividends thereon, through the date payment
thereof is made and (ii) the amount that the holder of such share of Series D
Convertible Preferred Stock would


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<PAGE>

receive if it were to convert (without regard to any limitation or restriction
on conversion and without actually requiring such share to be so converted) such
share of Series D Convertible Preferred Stock into share(s) of Common Stock
immediately prior to such Liquidation. The holders of Series D Convertible
Preferred Stock shall not be entitled to any further payment. The amount payable
pursuant to the first sentence of this Section 4.1 with respect to one share of
Series D Convertible Preferred Stock is sometimes referred to as the "Series D
Liquidation Payment" (and, together with the Series A Liquidation Payment (as
defined in the Certificate of Incorporation), the Series B Liquidation Payment
(as defined in the Certificate of Incorporation), any amounts payable upon a
Liquidation with respect to one share of Series C Convertible Preferred Stock
and any amounts payable upon a Liquidation with respect to one share of Series
2002 Convertible Preferred Stock, the "Liquidation Payment"), and the amounts so
payable with respect to all shares of Series D Convertible Preferred Stock are
sometimes referred to as the "Series D Liquidation Payments" (and, together with
the Series A Liquidation Payments (as defined in the Certificate of
Incorporation), the Series B Liquidation Payments (as defined in the Certificate
of Incorporation), the amounts so payable with respect to all shares of Series C
Convertible Preferred Stock and the amounts so payable with respect to all
shares of Series 2002 Convertible Preferred Stock, the "Liquidation Payments").

     4.2 If upon such Liquidation, the assets to be distributed among the
holders of Convertible Preferred Stock shall be insufficient to permit payment
to the holders of Convertible Preferred Stock of the Liquidation Payments, then
the entire assets of the Corporation to be so distributed shall be distributed
ratably among the holders of Convertible Preferred Stock. Upon any such
Liquidation after the holders of Convertible Preferred Stock shall have been
paid in full the Liquidation Payments to which they shall be entitled, the
remaining net assets of the Corporation may be distributed to the holders of
securities ranking junior to the Convertible Preferred Stock.

     4.3 Written notice of such Liquidation stating a payment date, the amount
of the Series D Liquidation Payments and the place where said Series D
Liquidation Payments shall be payable, shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, not less than 10 days prior to the payment date stated therein, to the
holders of record of Series D Convertible Preferred Stock, such notice to be
addressed to each such holder at its address as shown by the records of the
Corporation.

     4.4 The Series D Convertible Preferred Stock shall, with respect to
distribution of assets and rights upon Liquidation, rank senior to each class or
series of capital stock of the Corporation hereafter created which does not
expressly provide that it ranks on parity with or is senior to the Series D
Convertible Preferred Stock with respect to distribution of assets and rights
upon the liquidation, dissolution or winding up of the Corporation.

5. Voting Rights.

     5.1 In addition to any other vote required by law, this Certificate or the
Certificate of Incorporation, so long as at least 40% of the shares of Series D
Convertible Preferred Stock issued on the Issue Date remain outstanding, the
Corporation may take the following actions only with the approval of the holders
of a majority of the shares of Series D Convertible Preferred Stock voting
separately as a class:


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               (i)  liquidate the Corporation or acquire another business
                    entity;

               (ii) create a joint venture, partnership or one or more
                    non-wholly owned subsidiaries requiring an investment in
                    cash or kind of more than $500,000;

              (iii) sell Corporation assets, which individually or in the
                    aggregate exceed $2,000,000;

               (iv) incur indebtedness in excess of $1,000,000 or impose a lien
                    against or encumber assets of the Corporation in excess of
                    $1,000,000 (other than a financing secured by inventory or a
                    financing required in connection with the optional
                    redemption of the Series D Convertible Preferred Stock in
                    accordance with Section 7 hereof);

               (v)  enter into or amend any contract not contemplated by an
                    approved budget or in excess of $250,000 in any one year or
                    $1 million over the life of the contract in the aggregate;

               (vi) issue or sell securities of the Corporation (excluding
                    securities issuable upon exercise of options authorized for
                    issuance under the stock option or employee incentive plans
                    existing on the date of the filing of this Certificate with
                    the Secretary of State of the State of Delaware or as a
                    result of the conversion of the Convertible Preferred Stock
                    or any notes and warrants of the Corporation outstanding as
                    of the date of the filing of this Certificate with the
                    Secretary of State of the State of Delaware);

              (vii) declare dividends, repurchase or redeem securities of the
                    Corporation or debt, except to the extent such debt is due
                    in accordance with its terms and except for dividends,
                    repurchases or redemption applicable to the Convertible
                    Preferred Stock or any notes of the Corporation outstanding
                    as of the effective date of this Certificate;

             (viii) make capital expenditures in excess of 110% of capital
                    expenditures set forth in the annual budget;

               (ix) grant registration rights or register securities under the
                    Securities Act of 1933, as amended, except pursuant to any
                    registration rights agreement of the Corporation outstanding
                    as of the effective date of this Certificate or
                    registrations on Form S-8 or similar forms;

               (x)  enter into any contract with an affiliate;

               (xi) amend the Corporation's Certificate of Incorporation or
                    Bylaws;

              (xii) increase or decrease the number of members of the
                    Corporation's Board of Directors or the voting rights of
                    directors;


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<PAGE>

             (xiii) change the Corporation's independent public accountants;

              (xiv) approve the annual budget, and any changes to the business
                    plan and five year budget and any successor thereto;

               (xv) adopt or amend employment contracts with Corporation
                    officers and senior executive managers with authority
                    equivalent to that of Executive Vice Presidents; or

              (xvi) amend or alter the Series D Preferred Stock Purchase
                    Agreement, dated as of the date hereof, by and among the
                    Corporation and the initial holders of the Series D
                    Convertible Preferred Stock (the "Series D Purchase
                    Agreement").

     5.2 Notwithstanding anything set forth herein, with the exception of any
action duly approved by the holders of Series D Convertible Preferred Stock
pursuant to Section 5.1 above, at any time when any shares of Series D
Convertible Preferred Stock are outstanding, except where the vote or written
consent of the holders of a greater number of shares of the Corporation is
required by law, this Certificate or the Certificate of Incorporation, and in
addition to any other vote required by law, this Certificate or the Certificate
of Incorporation, without the approval of the holders of at least two-thirds (66
2/3%) of the then outstanding shares of Series D Convertible Preferred Stock,
given in writing or by vote at a meeting, consenting or voting (as the case may
be) separately as a series, the Corporation will not (i) effect any transaction
or other action that would adversely affect the rights, preferences, powers
(including voting powers) and privileges of the Series D Convertible Preferred
Stock or (ii) merge or consolidate with another person or entity, sell all or
substantially all of the assets of the Corporation or enter into a transaction
which results in or take any action which facilitates a Change of Control (as
defined in the Certificate of Incorporation).

     5.3 Holders of Series D Convertible Preferred Stock shall be entitled to
notice of any stockholders' meeting. Except as otherwise required by law, at any
annual or special meeting of the Corporation's stockholders, or in connection
with any written consent in lieu of any such meeting, the holders of each
outstanding share of Series D Convertible Preferred Stock shall be entitled to
cast, in respect of such share, the number of votes equal to the number of full
shares of Common Stock into which such share of Series D Convertible Preferred
Stock is then convertible (calculated by rounding any fractional share up to the
nearest whole number) on the date for determination of stockholders entitled to
vote at the meeting. Notwithstanding the foregoing, (a) holders of the Series D
Convertible Preferred Stock shall not be entitled to cast, in respect of such
shares, any votes with respect to the approval of the conversion rights of the
Series D Convertible Preferred Stock or any equity securities issued in
connection with the funding of the Commitment Amount (as defined in the Series D
Purchase Agreement) and (b) until such time as the Corporation's stockholders
approve the conversion rights of the Series D Convertible Preferred Stock, to
the extent such approval 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, the total number of votes cast
with respect to the then outstanding shares of Series D Convertible Preferred
Stock shall in no event exceed 2,204,803 (as such number may be adjusted to
reflect any stock split, stock dividend,


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<PAGE>

reclassification or similar transaction affecting the Common Stock), and to the
extent that the total number of votes to which the then outstanding shares of
Series D Convertible Preferred Stock would otherwise be entitled to cast is
limited by the provisions of this clause (b), the number of votes to which each
share of Series D Convertible Preferred Stock shall be entitled to cast shall be
determined on a pro rata basis. Except as set forth herein or otherwise required
by law, the Series D Convertible Preferred Stock and the Common Stock shall vote
together as a single class on each matter submitted to the stockholders, and not
by separate class or series.

6. Conversions. The holders of shares of Series D Convertible Preferred Stock
shall have the following conversion rights.

     6.1 Right to Convert. Subject to the terms and conditions of this Section
6.1, the holder of any share or shares of Series D Convertible Preferred Stock
shall have the right, at its option at any time and from time to time, to
convert any such shares (or fractions thereof) of Series D Convertible Preferred
Stock (except that upon any Liquidation, the right of conversion shall terminate
at the close of business on the business day immediately preceding the date
fixed for payment of the amount distributable on the Series D Convertible
Preferred Stock) into such number of fully paid and nonassessable shares of
Common Stock as is obtained by (x) multiplying the number of shares of Series D
Convertible Preferred Stock to be so converted by the Series D Face Value and
(y) dividing the result by the Series D Conversion Price (as defined below)
applicable to such share, determined as provided below, in effect on the date
the certificate is surrendered for conversion; plus, at the Company's option (as
determined by a vote of the uninterested directors of the Corporation), either a
number of shares of Common Stock (valued at the Series D Conversion Price), or
an amount in cash, as the case may be, equal to any accrued but unpaid dividends
on the shares of Series D Convertible Preferred Stock so converted.

     The initial Series D Conversion Price per share for shares of Series D
Convertible Preferred Stock shall be $0.76 per share, as adjusted pursuant to
the further provisions of this Section 6 (such price as last adjusted, being
referred to as the "Series D Conversion Price"). Such rights of conversion shall
be exercised by the holder thereof by giving written notice that the holder
elects to convert a stated number of shares of Series D Convertible Preferred
Stock into Common Stock and by surrender of a certificate or certificates for
the shares to be so converted to the Corporation at its principal office (or
such other office or agency of the Corporation as the Corporation may designate
by notice in writing to the holders of the Series D Convertible Preferred Stock)
at any time during its usual business hours on the date set forth in such
notice, together with a statement of the name or names (with address) in which
the certificate or certificates for shares of Common Stock shall be issued.

     6.2 Issuance of Certificates; Time Conversion Effected. Promptly after the
surrender of the certificate or certificates for the shares of Series D
Convertible Preferred Stock to be converted as set forth above, the Corporation
shall issue and deliver, or cause to be issued and delivered, to the holders,
registered in such name or names as such holders may direct, a certificate or
certificates for the number of whole shares of Common Stock issuable upon the
conversion of such shares of Series D Convertible Preferred Stock.


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<PAGE>

     6.3 Fractional Shares; Partial Conversion. No fractional shares of Common
Stock shall be issued upon conversion of Series D Convertible Preferred Stock
into Common Stock. If any fractional share of Common Stock would, except for the
provisions of the first sentence of this Section 6.3, be delivered upon such
conversion, the Corporation, in lieu of delivering such fractional share, shall
pay to the holder surrendering the Series D Convertible Preferred Stock for
conversion an amount in cash equal to the current market price of such
fractional share as determined in good faith by the Board of Directors of the
Corporation.

     6.4 Anti-Dilution Adjustments. The Series D Conversion Price shall be
subject to adjustment as follows if any of the events listed below occur after
the Issue Date but, with respect to a share of Series D Convertible Preferred
Stock, prior to the conversion of such share of Series D Convertible Preferred
Stock into Common Stock.

               (i)  In case the Corporation shall (x) pay a dividend or make a
                    distribution on its Common Stock in shares of its Common
                    Stock, (y) subdivide or reclassify its outstanding Common
                    Stock into a greater number of shares, or (z) combine or
                    reclassify its outstanding Common Stock into a smaller
                    number of shares, the Series D Conversion Price in effect
                    immediately prior to such event shall be adjusted so that
                    the holder of any share of the Series D Convertible
                    Preferred Stock thereafter surrendered for conversion shall
                    be entitled to receive the number of shares of Common Stock
                    which it would have owned or have been entitled to receive
                    after the happening of such event had the share of such
                    Series D Convertible Preferred Stock been converted
                    immediately prior to the happening of such event. An
                    adjustment made pursuant to this paragraph shall become
                    effective immediately after the record date in the case of a
                    dividend or distribution and shall become effective on the
                    effective date in the case of subdivision, combination or
                    reclassification. If any dividend or distribution is not
                    paid or made, the Series D Conversion Price then in effect
                    shall be appropriately readjusted.

               (ii) In case the Corporation shall pay, issue or distribute to
                    its holders of capital stock any shares of capital stock of
                    the Corporation or evidences of indebtedness or cash or
                    other assets (excluding (w) regular cash dividends payable
                    out of earnings in the ordinary course and distributed
                    ratably to the holders of Convertible Preferred Stock, (x)
                    distributions paid from retained earnings of the Corporation
                    and distributed ratably to the holders of Convertible
                    Preferred Stock, (y) dividends or distributions referred to
                    in clause (i) above and (z) dividends or distributions paid
                    or made to holders of shares of Convertible Preferred Stock
                    in the manner provided in Section 3 above) or rights,
                    options or warrants to subscribe for or purchase any of its
                    securities then, in each such case, the Series D Conversion
                    Price shall be adjusted so that it shall equal the price
                    determined by multiplying the Series D Conversion Price in
                    effect immediately prior to the date of the distribution by
                    a fraction the numerator of which shall be the Series D
                    Conversion Price less the then fair market value (as
                    determined by the Board of Directors, whose determination,
                    if made in good faith, shall be


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<PAGE>

                    conclusive) of the portion of the capital stock, cash or
                    assets or evidences of indebtedness so distributed, or of
                    the subscription rights, options or warrants so distributed
                    or of such convertible or exchangeable securities, with
                    respect to one share of Common Stock, and the denominator of
                    which shall be the Series D Conversion Price in effect
                    immediately prior to the date of the distribution. Such
                    adjustment shall be made whenever any such distribution is
                    made, and shall become effective retroactive to the record
                    date for the determination of stockholders entitled to
                    receive such distribution. If any such distribution is not
                    made or if any or all of such rights, options or warrants
                    expire or terminate without having been exercised, the
                    Series D Conversion Price then in effect shall be
                    appropriately readjusted.

              (iii) Whenever the Series D Conversion Price is adjusted as
                    herein provided or as provided in Section 6.5(a), the
                    Corporation shall promptly file with the conversion agent
                    (or, if there is no conversion agent, the secretary of the
                    Corporation) an officer's certificate setting forth such
                    Series D Conversion Price after the adjustment and setting
                    forth a brief statement of the facts requiring the
                    adjustment, which certificate shall be conclusive evidence
                    of the correctness of the adjustment. Promptly after
                    delivery of the certificate, the Corporation shall prepare a
                    notice of the adjustment of such Series D Conversion Price
                    setting forth such Series D Conversion Price and the date on
                    which the adjustment becomes effective and shall mail the
                    notice of such adjustment of the Series D Conversion Price
                    (together with a copy of the officer's certificate setting
                    forth the facts requiring such adjustment) to the holder of
                    each share of the Series D Convertible Preferred Stock at
                    such holder's last address as shown on the stock books of
                    the Corporation.

               (iv) For the purpose of any computation under any provision
                    relating to the Series D Convertible Preferred Stock, the
                    "Current Market Price" per share of Common Stock on any date
                    shall be deemed to be the average of the daily closing
                    prices per share of Common Stock for the 30 consecutive
                    trading days immediately preceding such date. If on any such
                    date the shares of Common Stock are not listed or admitted
                    for trading on any national securities exchange or quoted by
                    NASDAQ or a similar service, the Current Market Price for
                    the Common Stock shall be the fair market value of the
                    Common Stock on such date as determined in good faith by the
                    Board of Directors of the Corporation.

     6.5 Additional Adjustment.

            (a) In case the Corporation shall (i) sell or issue shares of its
Common Stock, (ii) issue rights, options or warrants to subscribe for or
purchase shares of Common Stock or (iii) issue or sell other rights for the
purchase of shares of Common Stock or securities convertible into or
exchangeable into shares of Common Stock, in the case of one or more of the
events described in the immediately preceding clauses (i), (ii) and (iii)
(excluding those issuances


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<PAGE>

referred to in Section 6.5(b) hereof (collectively, the "Securities"), at a
price per share (the "New Issue Price") less than the Series D Conversion Price,
then in each such case the Series D Conversion Price in effect immediately prior
to the issuance of such Securities shall be adjusted to equal the New Issue
Price. The adjustment provided for in this Section 6.5(a) shall be made
successively whenever any Securities are issued (provided, however, that no
further adjustments in the Series D Conversion Price shall be made upon the
subsequent exercise, conversion or exchange, as applicable of such Securities
pursuant to the original terms of such Securities) and shall become effective
immediately after such issuance. In determining whether any Securities entitle
the holders of the Common Stock to subscribe for or purchase shares of Common
Stock at less than the Series D Conversion Price, and in determining the New
Issue Price of the shares of Common Stock so offered, there shall be taken into
account any consideration received by the Corporation for such Securities, any
consideration required to be paid upon the exercise, conversion or exchange, as
applicable, of such Securities and the value of all such consideration (if other
than cash) shall be determined in good faith by the Board of Directors of the
Corporation.

            (b) Notwithstanding the foregoing, the provisions of Section 6.5(a)
shall not apply to the issuance of: (x) any equity securities issued at then
fair market value pursuant to the Corporation's employee option or stock
incentive plans approved by the Board of Directors of the Corporation on or
prior to the date of the filing of this Certificate with the Secretary of State
of the State of Delaware, (y) any equity securities issued at then fair market
value as consideration for services of non-employee third parties provided to
the Corporation (in an aggregate amount not to exceed 100,000 shares of Common
Stock in any fiscal year (as such number may be adjusted to reflect stock
splits, combinations and the like)) or (z) any equity securities issued in
connection with the funding of the Commitment Amount (as defined in the Series D
Purchase Agreement).

6.6 Reorganization, Recapitalization or Reclassification. If any capital
reorganization, recapitalization or reclassification of the capital stock of the
Corporation (other than a merger or consolidation of the Corporation in which
the Corporation is the surviving corporation and which does not result in a
reclassification or change of outstanding shares of Common Stock) or a merger or
consolidation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets (other than cash dividends
payable out of earnings or surplus in the ordinary course of business) with
respect to or in exchange for Common Stock, then, as a condition of such
reorganization, recapitalization or reclassification, lawful and adequate
provisions shall be made whereby each holder of a share or shares of Series D
Convertible Preferred Stock shall thereupon have the right to receive upon
conversion of such share or shares of Series D Convertible Preferred Stock, upon
the basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore receivable upon the conversion of
such share or shares of Series D Convertible Preferred Stock, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such Common Stock immediately theretofore receivable upon
such conversion had such reorganization or reclassification not taken place, and
in any such case appropriate provisions shall be made with respect to the rights
and interests of such holder to the end that the provisions hereof (including
without limitation provisions for adjustments of the Series D


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<PAGE>

Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

6.7      Other Notice.  In case at any time:

               (i)  the Corporation shall declare any dividend upon its Common
                    Stock payable in cash or stock or make any other
                    distribution to the holders of its Common Stock;

               (ii) the Corporation shall offer for subscription pro rata to the
                    holders of its Common Stock any additional shares of stock
                    of any class or other rights;

              (iii) there shall be any capital reorganization or
                    reclassification of the capital stock of the Corporation, or
                    a consolidation or merger of the Corporation with or into
                    another entity or entities, or a sale, lease, abandonment,
                    transfer or other disposition of all or substantially all
                    its assets; or

               (iv) there shall be a voluntary or involuntary dissolution or
                    winding up of the Corporation;

                  then, in any one or more of said cases, the Corporation shall
give, by delivery in person, certified or registered mail, return receipt
requested, telecopier or telex, addressed to each holder of any shares of Series
D Convertible Preferred Stock at the address of such holder as shown on the
books of the Corporation, (i) at least 10 days' prior written notice of the date
on which the books of the Corporation shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, disposition, dissolution or winding up and (ii) in the case of any such
reorganization, reclassification, consolidation, merger, disposition,
dissolution or winding up, at least 10 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (ii)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
disposition, dissolution or winding up, as the case may be.

     6.8 Limitation on Conversion Rights Pending Stockholder Approval; Stock to
be Reserved. Notwithstanding anything in this Certificate to the contrary, no
share of Series D Convertible Preferred Stock may be converted into Common Stock
to the extent that, after giving effect to such conversion, the total number of
shares of Common Stock issued from and after the date of this Certificate as a
result of the conversion of shares of Series D Convertible Preferred Stock would
exceed 2,204,803 (as may be adjusted to reflect any stock split, stock dividend,
reclassification or other similar transaction), until such time as the
Corporation's stockholders approve the conversion rights contained in this
Section 6 to the extent such approval 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. The


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Corporation will, at all times, reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance upon the conversion
of the Series D Convertible Preferred Stock as herein provided, such number of
shares of Common Stock as shall then be issuable upon the conversion of all
outstanding shares of Series D Convertible Preferred Stock (the number of shares
to be so reserved to be measured without giving effect to the first sentence of
this Section 6.8). The Corporation covenants that all shares of Common Stock
which shall be so issued shall be duly authorized, validly issued, fully paid
and nonassessable by the Corporation and free from all taxes, liens and charges
with respect to the issue thereof, and, without limiting the generality of the
foregoing, the Corporation covenants that it will from time to time take all
such action as may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the Series D Conversion Price
in effect at the time. The Corporation will take all such action as may be
necessary to assure that all such shares of Common Stock 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 Corporation will not take any action which results in any
adjustment of the Series D Conversion Price if the total number of shares of
Common Stock issued and issuable after such action upon conversion of the Series
D Convertible Preferred Stock would exceed the total number of shares of Common
Stock then authorized by the Certificate of Incorporation.

     6.9 Reissuance of Preferred Stock. Shares of Series D Convertible Preferred
Stock that have been issued and reacquired in any manner, including shares
purchased or redeemed or exchanged or converted, shall not be reissued as shares
of Series D Convertible Preferred Stock and shall (upon compliance with any
applicable provisions of the General Corporation Law of the State of Delaware)
have the status of authorized but unissued shares of Preferred Stock of the
Corporation undesignated as to series and may be designated or redesignated and
issued or reissued, as the case may be, as part of any series of Preferred Stock
of the Corporation other than Series D Convertible Preferred Stock.

     6.10 Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series D Convertible Preferred Stock shall be made without
charge to the holders thereof for any issuance tax in respect thereof, provided
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series D Convertible
Preferred Stock which is being converted.

     6.11 Closing of Books. The Corporation will at no time close its transfer
books against the transfer of any Series D Convertible Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series D Convertible Preferred Stock in any manner which interferes with the
timely conversion of such Series D Convertible Preferred Stock, except as may
otherwise be required to comply with applicable laws.

     6.12 Minimum Adjustment. No reduction of the Series D Conversion Price
shall be made if the amount of any such reduction would be an amount less than
$.025, but any such amount shall be carried forward and reduction with respect
thereof shall be made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $.025 or more.


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<PAGE>

     7. Redemption. The Corporation may (as determined by a vote of the
uninterested directors of the Corporation) redeem (and shall redeem
simultaneously with a redemption of all of the Series A Convertible Preferred
Stock and the Series B Preferred Stock pursuant to Section 5.9 of the
Certificate of Incorporation) for cash all but not less than all of the Series D
Convertible Preferred Stock on not less than 30 days written notice to the
holders thereof, during the periods and at the prices set forth below, plus all
accrued but unpaid dividends thereon; provided that no such redemption shall be
permitted unless (x) at such time there exists an effective registration
statement filed by the Corporation under the Securities Act of 1933, as amended,
registering the resale of the shares of Common Stock to be received upon
conversion of the Series D Convertible Preferred Stock and the Corporation is
obligated to maintain the effectiveness thereof for at least 120 days after the
proposed date or redemption and (y) if the redemption of Series D Convertible
Preferred Stock does not meet the requirements of either Section 302(b)(2) or
302(b)(3) of the Internal Revenue Code of 1986, as amended, then to avoid such
treatment, the Corporation shall offer to effect a redemption of Common Stock
from the holders of Series D Convertible Preferred Stock or their designees, to
the extent necessary to meet the requirements of either one of such Sections, at
a purchase price equal to the Current Market Price on the date notice of
redemption is given pursuant to this Section 7.

               Time Period                Multiple of Conversion Price
               -----------                ----------------------------

Prior to November 13, 2004                             4x

November 13, 2004 through November 13, 2006            4.5x

On or after November 13, 2006                          5x

8. Adjustment of Face Value. In case the Corporation shall subdivide or
reclassify its outstanding Series D Convertible Preferred Stock into a greater
number of shares or combine or reclassify its outstanding Series D Convertible
Preferred Stock into a smaller number of shares, the Series D Face Value in
effect immediately prior to such event shall be adjusted to reflect such
increase or decrease. An adjustment made pursuant to this Section 8 shall become
effective on the effective date of subdivision, combination or reclassification.

9. Future Issuance of Shares; Preemptive Rights.

     9.1 Offering Notice. Except for (i) capital stock or options to purchase
capital stock of the Corporation which may be issued to employees, consultants
or directors of the Corporation pursuant to a stock incentive plan or other
employee benefit arrangement approved by the Board of Directors, (ii) a
subdivision of the outstanding shares of Common Stock into a larger number of
shares of Common Stock, (iii) capital stock issued as full or partial
consideration for a merger, acquisition, joint venture, strategic alliance,
license agreement or other similar non-financing transaction, (iv) capital stock
issued as full or partial consideration for services, (v) capital stock issued
in connection with a publicly registered offering, (vi) capital stock issued
upon exercise, conversion or exchange of any Preferred Stock, options or
warrants, or (vii) capital stock purchased by Quantum Industrial Partners LDC
and SFM Domestic Investments LLC or their affiliates in the public market or
from the Corporation, if the Corporation wishes to issue any shares of capital
stock or any other securities convertible into or exchangeable for capital stock


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<PAGE>

of the Corporation (collectively, "New Securities") to any Person (the "Subject
Purchaser"), then the Corporation shall send written notice (the "New Issuance
Notice") to the holders of the Series D Convertible Preferred Stock, which New
Issuance Notice shall state (x) the number of New Securities proposed to be
issued and (y) the proposed purchase price per share of the New Securities that
the Corporation is willing to accept (the "Proposed Price").

     9.2 Preemptive Rights; Exercise.

            (a) For a period of ten (10) days after the giving of the New
Issuance Notice as provided in Section 9.1, each initial holder of the Series D
Convertible Preferred Stock or their permitted assigns pursuant to the Series D
Purchase Agreement (each, a "Preemptive Rightholder") shall have the right to
purchase up to its Proportionate Percentage (as hereinafter defined) of the New
Securities at a purchase price equal to the Proposed Price and upon the terms
and conditions set forth in the New Issuance Notice. Each Preemptive Rightholder
shall have the right to purchase up to that percentage of the New Securities
determined by dividing (a) a number equal to the number of shares of Common
Stock into which the shares of Series D Convertible Preferred Stock then owned
by such Preemptive Rightholder are convertible by (b) the total of (x) the
number of shares of Common Stock then outstanding and (y) the number of shares
of Common Stock into which all outstanding shares of Preferred Stock are
convertible (the "Proportionate Percentage").

            (b) The right of each Preemptive Rightholder to purchase the New
Securities under subsection (a) above shall be exercisable by delivering written
notice of its exercise, prior to the expiration of the 10-day period referred to
in subsection (a) above, to the Corporation, which notice shall state the amount
of New Securities that the Preemptive Rightholder elects to purchase as provided
in Section 9.2(a). The failure of a Preemptive Rightholder to respond within the
10-day period shall be deemed to be a waiver of the Preemptive Rightholder's
rights under Section 9.2(a); provided that each Preemptive Rightholder may waive
its, his or her rights under Section 9.2(a) prior to the expiration of the
10-day period by giving written notice to the Corporation.

            (c) If, following the expiration of the 10-day period referred to
above, not all of the New Securities have been subscribed for by the Preemptive
Rightholders, each Preemptive Rightholder shall have the option to increase that
number of New Securities it has elected to purchase pursuant to Section 9.2(a)
by a proportionate amount.

     9.3 Closing. The closing of the purchase of New Securities subscribed for
by the Preemptive Rightholders under this Section 9 shall be held at the same
time and place as the closing of the New Securities subscribed for by the
Subject Purchasers (the "Closing"). At the Closing, the Corporation shall
deliver certificates representing the New Securities, and the New Securities
shall be issued free and clear of all liens and the Corporation shall so
represent and warrant, and further represent and warrant that the New Securities
shall be, upon issuance of the New Securities to the Preemptive Rightholders and
after payment for the New Securities, duly authorized, validly issued, fully
paid and nonassessable by the Corporation. At the Closing, the Preemptive
Rightholders purchasing the New Securities shall deliver payment in full in
immediately available funds for the New Securities purchased by it, him or her.
At the Closing,


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<PAGE>

all of the parties to the transaction shall execute any additional documents
that are otherwise necessary or appropriate.

     9.4 Sale to Subject Purchaser. The Corporation may sell to the Subject
Purchaser all of the New Securities not purchased by the Preemptive Rightholders
on terms and conditions that are no more favorable to the Subject Purchaser than
those set forth in the New Issuance Notice; provided, however, that the sale is
bona fide and made pursuant to a contract entered into within four (4) months of
the earlier to occur of (i) the waiver by the Preemptive Rightholders of their
option to purchase the New Securities as provided in Section 9.2 and (ii) the
expiration of the 10-day period referred to in Section 9.2. If such sale is not
consummated within such four (4) month period for any reason, then the
restrictions provided for in this Section 9 shall again become effective, and no
issuance and sale of New Securities may be made thereafter by the Corporation
without again offering the New Securities in accordance with this Section 9. The
closing of any issue and purchase contemplated by this Section 9.4 shall be held
at the time and place as the parties to the transaction may agree.

10. Transactions. In case of any merger or consolidation of the Corporation or
any capital reorganization, reclassification or other change of outstanding
shares of Common Stock (other than a change in par value, or from par value to
no par value, or from no par value to par value) (each, a "Transaction"), the
Corporation shall execute and deliver to each holder of Series D Convertible
Preferred Stock at least twenty (20) business days prior to effecting such
Transaction a certificate stating that the holder of each share of Series D
Convertible Preferred Stock shall have the right to receive in such Transaction,
in exchange for each share of Series D Convertible Preferred Stock, a security
identical to (and not less favorable than) the Series D Convertible Preferred
Stock, and provision shall be made therefor in the agreement, if any, relating
to such Transaction. Any certificate delivered pursuant to this Section 10 shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 6 hereof. The provisions
of this Section 10 and any equivalent thereof in any such certificate similarly
shall apply to successive transactions.

                            [Remainder of page intentionally left blank.]


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<PAGE>

            IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designations this 12th day of March, 2003.

                                            BLUEFLY, INC.

                                            By: /s/ Jonathan Morris
                                               ----------------------
                                            Name: Jonathan Morris
                                            Title:  EVP


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