Exhibit 10.46


THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER
SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND STATE SECURITIES LAWS IS AVAILABLE.

                                                                  WARRANT NO. 1


                                     WARRANT


                       TO PURCHASE SHARES OF COMMON STOCK


                                       OF


                                  BLUEFLY, INC.


         THIS IS TO CERTIFY THAT QUANTUM INDUSTRIAL PARTNERS LDC, or its
registered assigns (the "Holder"), is the owner of the right to subscribe for
and to purchase from BLUEFLY, INC., a Delaware corporation (the "Company"),
24,208 (the "Number Issuable"), fully paid, duly authorized and non-assessable
shares of Common Stock at a price per share equal to $1.12 (the "Exercise
Price"), at any time, in whole or in part, on or after January 28, 2003 (the
"Effective Date") through 5:00 PM New York City time, on January 27, 2007 (the
"Expiration Date") all on the terms and subject to the conditions hereinafter
set forth (the "Warrants").

         The Number Issuable and the Exercise Price are subject to further
adjustment from time to time pursuant to the provisions of Section 2 of this
Warrant Certificate.

         Capitalized terms used herein but not otherwise defined shall have the
meanings given to them in Section 12 hereof.


<PAGE>

         Section 1. Exercise of Warrants.

            (a) Subject to the last paragraph of this Section 1, the Warrants
evidenced hereby may be exercised, in whole or in part, by the Holder hereof at
any time or from time to time, on or after the Effective Date and on or prior to
the Expiration Date upon delivery to the Company at the principal executive
office of the Company in the United States of America, of (A) this Warrant
Certificate, (B) a written notice stating that such Holder elects to exercise
the Warrants evidenced hereby in accordance with the provisions of this Section
1 and specifying the number of Warrants being exercised and the name or names in
which the Holder wishes the certificate or certificates for shares of Common
Stock to be issued and (C) payment of the Exercise Price for such Warrants,
which shall be payable by (x) cash, or (y) certified or official bank check
payable to the order of the Company. The documentation and consideration, if
any, delivered in accordance with subsections (A), (B) and (C) are collectively
referred to herein as the "Warrant Exercise Documentation."

            (b) The Holder may elect to receive, without the payment by the
Holder of any additional consideration, shares equal to the value of this
Warrant or any portion hereof by the surrender of this Warrant or such portion
to the Company, with the net issue election notice annexed hereto duly executed,
at the office of the Company. Thereupon, the Company shall issue to the Holder
such number of fully paid and nonassessable shares of Common Stock as is
computed using the following formula:

                                   X = Y (A-B)
                                       -------
                                          A

where

      X =   the number of shares to be issued to the Holder pursuant to this
            Section 1.

      Y =   the number of shares covered by this Warrant in respect of which
            the net issue election is made pursuant to this Section 1.

      A =   the Market Price of the Common Stock as of the date on which the
            net issue election is made pursuant to this Section 1.

      B =   the Exercise Price in effect under this Warrant at the time the
            net issue election is made pursuant to this Section 1.

            (c) As promptly as practicable, and in any event within five (5)
Business Days after receipt of the Warrant Exercise Documentation, the Company
shall deliver or cause to be delivered (A) certificates representing the number
of validly issued, fully paid and nonassessable shares of Common Stock specified
in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any
fraction of a share, as hereinafter provided, and (C) if less than the full
number of


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<PAGE>

Warrants evidenced hereby are being exercised, a new Warrant Certificate or
Certificates, of like tenor, for the number of Warrants evidenced by this
Warrant Certificate, less the number of Warrants then being exercised. Such
exercise shall be deemed to have been made at the close of business on the date
of delivery of the Warrant Exercise Documentation so that the Person entitled to
receive shares of Common Stock upon such exercise shall be treated for all
purposes as having become the record holder of such shares of Common Stock at
such time.

            (d) The Company shall pay all expenses incurred by it in connection
with taxes and other governmental charges (other than income taxes of the
Holder) that may be imposed in respect of, the issue or delivery of any shares
of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The
Company shall not be required, however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
shares of Common Stock, as the case may be, in any name other than that of the
registered holder of the Warrant evidenced hereby.

            (e) In connection with the exercise of any Warrants evidenced
hereby, no fractions of shares of Common Stock shall be issued, but in lieu
thereof the Company shall pay a cash adjustment in respect of such fractional
interest in an amount equal to such fractional interest multiplied by the Market
Price for one share of Common Stock on the Business Day which immediately
precedes the day of exercise. If more than one (1) such Warrant shall be
exercised by the holder thereof at the same time, the number of full shares of
Common Stock issuable on such exercise shall be computed on the basis of the
total number of Warrants so exercised.

         Section 2. Certain Adjustments.

            (a) The number of shares of Common Stock purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to adjustment
as follows:

               (i) Stock Dividends, Subdivision, Combination or Reclassification
of Common Stock. If at any time after the date of the issuance of this Warrant
the Company shall (i) pay a dividend on Common Stock in shares of its Capital
Stock, (ii) combine its outstanding shares of Common Stock into a smaller number
of shares, (iii) subdivide its outstanding shares of Common Stock as the case
may be, or (iv) issue by reclassification of its shares of Common Stock any
shares of Capital Stock of the Company, then, on the record date for such
dividend or the effective date of such subdivision or split-up, combination or
reclassification, as the case may be, the number and kind of shares to be
delivered upon exercise of this Warrant will be adjusted so that the Holder will
be entitled to receive the number and kind of shares of Capital Stock that such
Holder would have owned or been entitled to receive upon or by reason of such
event had this Warrant been exercised immediately prior thereto, and the
Exercise Price will be adjusted as provided below in paragraph 2(a)(v).

               (ii) Extraordinary Distributions. If at any time after the date
of issuance of this Warrant, the Company shall distribute to all holders of
Common Stock (including


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<PAGE>

any such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation and Common Stock is not
changed or exchanged) cash, evidences of indebtedness, securities or other
assets (excluding (A) ordinary course cash dividends to the extent such
dividends do not exceed the Company's retained earnings and (B) dividends
payable in shares of Capital Stock for which adjustment is made under Section
2(a)(i), or rights, options or warrants to subscribe for or purchase securities
of the Company), then in each such case the number of shares of Common Stock to
be delivered to such Holder upon exercise of this Warrant shall be increased so
that the Holder thereafter shall be entitled to receive the number of shares of
Common Stock determined by multiplying the number of shares such Holder would
have been entitled to receive immediately before such record date by a fraction,
the denominator of which shall be the Exercise Price on such record date minus
the then fair market value (as reasonably determined by the Board of Directors
of the Company in good faith) of the portion of the cash, evidences of
indebted-ness, securities or other assets so distributed or of such rights or
warrants applicable to one share of the Common Stock (provided that such
denominator shall in no event be less than $.01) and the numerator of which
shall be the Exercise Price.

               (iii) Reorganization, etc. If at any time after the date of
issuance of this Warrant any consolidation of the Company with or merger of the
Company with or into any other Person (other than a merger or consolidation in
which the Company is the surviving or continuing corporation and which does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock)
or any sale, lease or other transfer of all or substantially all of the assets
of the Company to any other person (each, a "Reorganization Event"), shall be
effected in such a way that the holders of the Common Stock shall be entitled to
receive cash, stock, other securities or assets (whether such cash, stock, other
securities or assets are issued or distributed by the Company or another Person)
with respect to or in exchange for the Common Stock, then, upon exercise of this
Warrant, the Holder shall thereafter have the right to receive only the kind and
amount of cash, stock, other securities or assets receivable upon such
Reorganization Event by a holder of the number of shares of the Common Stock
that such holder would have been entitled to receive upon exercise of this
Warrant had this Warrant been exercised immediately before such Reorganization
Event, subject to adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 2(a). The Company
shall not enter into any of the transactions referred to in this Section
2(a)(iii) unless effective provision shall be made so as to give effect to the
provisions set forth in this Section 2(a)(iii).

               (iv) Carryover. Notwithstanding any other provision of this
Section 2(a), no adjustment shall be made to the number of shares of either
Common Stock to be delivered to the Holder (or to the Exercise Price) if such
adjustment represents less than 2% of the number of shares to be so delivered,
but any lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment that together with any
adjustments so carried forward shall amount to 2% or more of the number of
shares to be so delivered.


                                       4
<PAGE>

               (v) Exercise Price Adjustment. Whenever the Number Issuable upon
the exercise of the Warrant is adjusted as provided pursuant to this Section
2(a), the Exercise Price per share payable upon the exercise of this Warrant
shall be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the Number Issuable
upon the exercise of the Warrant immediately prior to such adjustment, and of
which the denominator shall be the Number Issuable immediately thereafter;
provided, however, that the Exercise Price for each Share of the Common Stock
shall in no event be less than the par value of a share of such Common Stock.

               (vi) Notice of Adjustment. Whenever the Number Issuable or the
Exercise Price is adjusted as herein provided, the Company shall promptly mail
by first class mail, postage prepaid, to the Holder, notice of such adjustment
or adjustments setting forth the Number Issuable and the Exercise Price after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.

         Section 3. No Redemption. The Company shall not have any right to
redeem any of the Warrants evidenced hereby.

         Section 4. Notice of Certain Events. In case at any time or from time
to time (i) the Company shall declare any dividend or any other distribution to
all holders of Common Stock, (ii) the Company shall authorize the granting to
the holders of Common Stock of rights or warrants to subscribe for or purchase
any additional shares of stock of any class or any other right, (iii) the
Company shall authorize the issuance or sale of any other shares or rights which
would result in an adjustment to the Number Issuable pursuant to Section
2(a)(i), (ii) or (iii), (iv) there shall be any capital reorganization or
reclassification of Common Stock of the Company or consolidation or merger of
the Company with or into another Person, or any sale or other disposition of all
or substantially all the assets of the Company or (v) there shall be a voluntary
or involuntary dissolution, liquidation or winding up of the Company, then, in
any one or more of such cases the Company shall mail to the Holder at such
Holder's address as it appears on the transfer books of the Company, as promptly
as practicable but in any event at least 10 days prior to the date on which the
transactions contemplated in Section 2(a)(i), (ii) or (iii) a notice stating (a)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be taken, the date as
of which the holders of record of either Common Stock to be entitled to such
dividend, distribution, rights or warrants are to be determined or (b) the date
on which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective. Such
notice also shall specify the date as of which it is expected that the holders
of record of the Common Stock shall be entitled to exchange the Common Stock for
shares of stock or other securities or property or cash deliverable upon such
reorganization, reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

         Section 5. Certain Covenants. The Company covenants and agrees that all
shares of Capital Stock of the Company that may be issued upon the exercise of
the Warrants evidenced hereby will be duly authorized, validly issued and fully
paid and nonassessable. The Company


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<PAGE>

shall at all times reserve and keep available for issuance upon the exercise of
the Warrants, such number of its authorized but unissued shares of Common Stock
as will from time to time be sufficient to permit the exercise of all
outstanding Warrants, and shall take all action required to increase the
authorized number of shares of Common Stock if at any time there shall be
insufficient authorized but unissued shares of Common Stock to permit such
reservation or to permit the exercise of all outstanding Warrants.

         Section 6. Registered Holder. The persons in whose names this Warrant
Certificate is registered shall be deemed the owner hereof and of the Warrants
evidenced hereby for all purposes. The registered Holder of this Warrant
Certificate, in their capacity as such, shall not be entitled to any rights
whatsoever as a stockholder of the Company, except as herein provided.

         Section 7. Transfer of Warrants. Any transfer of the rights represented
by this Warrant Certificate shall be effected by the surrender of this Warrant
Certificate, along with the form of assignment attached hereto, properly
completed and executed by the registered Holder hereof, at the principal
executive office of the Company in the United States of America, together with
an appropriate investment letter and opinion of counsel, if deemed reasonably
necessary by counsel to the Company, to assure compliance with applicable
securities laws. Thereupon, the Company shall issue in the name or names
specified by the registered Holder hereof and, in the event of a partial
transfer, in the name of the registered Holder hereof, a new Warrant Certificate
or Certificates evidencing the right to purchase such number of shares of Common
Stock as shall be equal to the number of shares of Common Stock then purchasable
hereunder.

         Section 8. Denominations. The Company covenants that it will, at its
expense, promptly upon surrender of this Warrant Certificate at the principal
executive office of the Company in the United States of America, execute and
deliver to the registered Holder hereof a new Warrant Certificate or
Certificates in denominations specified by such Holder for an aggregate number
of Warrants equal to the number of Warrants evidenced by this Warrant
Certificate.

         Section 9. Replacement of Warrants. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (in the case of
an insurance company or other institutional investor, its own unsecured
indemnity agreement shall be deemed to be reasonably satisfactory), or, in the
case of mutilation, upon surrender and cancellation thereof, the Company will
issue a new Warrant Certificate of like tenor for a number of Warrants equal to
the number of Warrants evidenced by this Warrant Certificate.

         Section 10. Governing Law. THIS WARRANT CERTIFICATE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.


                                       6
<PAGE>

         Section 11. Rights Inure to Registered Holder. The Warrants evidenced
by this Warrant Certificate will inure to the benefit of and be binding upon the
registered Holder thereof and the Company and their respective successors and
permitted assigns. Nothing in this Warrant Certificate shall be construed to
give to any Person other than the Company and the registered Holder thereof any
legal or equitable right, remedy or claim under this Warrant Certificate, and
this Warrant Certificate shall be for the sole and exclusive benefit of the
Company and such registered Holder. Nothing in this Warrant Certificate shall be
construed to give the registered Holder hereof any rights as a Holder of shares
of either Common Stock until such time, if any, as the Warrants evidenced by
this Warrant Certificate are exercised in accordance with the provisions hereof.

         Section 12. Definitions. For the purposes of this Warrant Certificate,
the following terms shall have the meanings indicated below:

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York, New York are authorized or
required by law or executive order to close.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock (or equivalent ownership interests in a Person not a corporation)
whether now outstanding or hereafter issued, including, without limitation, any
rights, warrants or options to purchase such Person's capital stock.

         "Common Stock" shall mean the common stock, par value $.01 per share,
of the Company.

         "Market Price" shall mean, per share of Common Stock, on any date
specified herein: (a) if the Common Stock is listed on a national securities
exchange, the Closing Price per share of Common Stock on such date published in
The Wall Street Journal (National Edition) or, if no such closing price on such
date is published in The Wall Street Journal (National Edition), the average of
the closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading; (b) if the Common Stock is not then listed or admitted
to trading on any national securities exchange, but is designated as a national
market system security, the last trading price of the Common Stock on such date;
(c) if there shall have been no trading on such date or if the Common Stock is
not so designated, the average of the reported closing bid and asked price of
the Common Stock, on such date as shown by NASDAQ and reported by any member
firm of the NYSE selected by the Company; or (d) if none of (a), (b) or (c) is
applicable, a market price per share determined in good faith by the Board of
Directors of the Company, which shall be deemed to be "Fair Market Value" unless
holders of at least 15% of Common Stock issued or issuable upon exercise of the
Warrants request that the Company obtain an opinion of a nationally recognized
investment banking firm chosen by the Company (who shall bear the expense) and
reasonably acceptable to such requesting holders of the Warrants, in which event
the Fair Market Value shall be as determined by such investment banking firm.


                                       7
<PAGE>

         "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotations System.

         "NYSE" shall mean the New York Stock Exchange, Inc.

         "Person" shall mean any individual, corporation, limited liability
company, partnership, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         Section 13. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, courier
services or personal delivery, (a) if to the Holder of a Warrant, at such
Holder's last known address appearing on the books of the Company; and (b) if to
the Company, at its principal executive office in the United States, or such
other address as shall have been furnished to the party given or making such
notice, demand or other communication. All such notices and communications shall
be deemed to have been duly given: (i) when delivered by hand, if personally
delivered; (ii) when delivered to a courier if delivered by commercial overnight
courier service; and (iii) five (5) Business Days after being deposited in the
mail, postage prepaid, if mailed.

                           [Signature page to follow.]


                                       8
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of this 28th day of January, 2003.



                                          BLUEFLY, INC.



                                          By: ______________________
                                              Name:
                                              Title:


                                       9
<PAGE>

                            Net Issue Election Notice


To:____________________                          Date:_________________________


         The undersigned hereby elects under Section 1 to surrender the right to
purchase _______ shares of Common Stock pursuant to this Warrant. The
certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below.

                                                    ___________________________
                                                    Signature

                                                    ___________________________
                                                    Name for Registration

                                                    ___________________________
                                                    Mailing Address


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<PAGE>

                            [Form of Assignment Form]

                  [To be executed upon assignment of Warrants]

         The undersigned hereby assigns and transfers this Warrant Certificate
to ___________________ whose Social Security Number or Tax ID Number is
_________________ and whose record address is ___________________________, and
irrevocably appoints ________________ as agent to transfer this security on the
books of the Company. Such agent may substitute another to act for such agent.

                                         Signature:



                                         _______________________________
                                         Signature Guarantee:




                                         ________________________________




   Date: ___________________________



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