Unassociated Document


    

      EXHIBIT
10.47

      AMENDMENT
NO. 1 TO

      EMPLOYMENT
AGREEMENT

      


      This AMENDMENT NO. 1 TO THE EMPLOYMENT
AGREEMENT, effective as of December 18, 2008 (“Amendment No. 1”), is by and
between Kara Jenny (“Jenny”) and Bluefly, Inc. (the “Company”).

      


      Capitalized terms used in this
Amendment No. 1 that are not otherwise defined herein shall have the same
meaning as such terms are defined in the Amended and Restated Employment
Agreement between the Company and Jenny, dated as of March 19, 2008 (the
“Agreement”).

      


      WHEREAS, the parties entered into the
Agreement under which the parties agreed upon the terms pursuant to which Jenny
would provide services to the Company as further described therein,
and

      


      WHEREAS, the Company and Jenny desire
to amend the Agreement to comply with the final regulations issued under Section
409A of the Internal Revenue Code of 1986, as amended.

      


      NOW THEREFORE, the parties hereby agree
to amend the Agreement, effective as of the date set forth above, as
follows:

      


      1.           A
new sentence shall be added to the end of Section 4(a) to read as
follows:

       

      “No bonus
will be payable under this section unless Jenny is employed on the date such
bonuses are awarded.”

       

      2.           Section
7(a)(iii) is hereby amended and restated in its entirety to read as
follows:

       

      “(iii)  a
‘Constructive Termination’ by the Company during the Employment Term, which, for
purposes of this Agreement shall be deemed to have occurred upon (A) the removal
of Jenny without her consent from her position as Chief Financial Officer of the
Company, or (B) the material breach by the Company of this Agreement; provided,
however, that a Constructive Termination shall not be deemed to have occurred
unless: (1) Jenny gives the Company notice within ninety (90) days after an
event or occurrence which Jenny believes constitutes a Constructive Termination,
specifying the event or occurrence which Jenny believes constitutes a
Constructive Termination; and (2) the Company fails to cure such act or failure
to act within thirty (30) days after receipt of such notice.

       

      3.           No
Other Changes.  Except as expressly provided in this Amendment No. 1,
all terms of the Agreement shall remain in full force and effect.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      4.           Counterparts.  This
Amendment No. 1 may be executed in two or more counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the
same instrument.

       

      


       

      In
WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly
executed as of the date set forth above.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	BLUEFLY,
      INC.	 
	 	 	 
	
                                          By:
      

                                        	/s/
      David Wassong	 
	 	 	 
	Name: 	David
      Wassong	 
	 	 	 
	Title: 	Interim
      Chairman of the Board 	 
	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          



        
          
            
              
                
                  
                    	EXECUTIVE	 
	 	 	 
	/s/
      Kara Jenny	 
	Kara
      Jenny	 


                     

                  

                

              

            

          

        

         

         

         

        


        
 

      


      
        
           


        

        
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