Amendment No. 2 to Financing Agreement between Rosenthal & Rosenthal, Inc. and Bluefly, Inc.

Summary

Rosenthal & Rosenthal, Inc. and Bluefly, Inc. have agreed to amend their existing Financing Agreement, originally dated March 30, 2001. Effective February 14, 2002, the amendment changes the duration of the agreement, specifying that it will remain in effect for fourteen months from the closing date. All other terms of the original agreement remain unchanged.

EX-10.31 9 k20188ex10_31.txt AMENDMENT NO. 2 TO FINANCIAL AGREEMENT Exhibit 10.31 Rosenthal & Rosenthal Inc. Factors 1370 Broadway, New York, NY 10018 Tel: (212) 356-1400 Fax: (212) 356-0900 February 14, 2002 AMENDMENT #2 TO FINANCING AGREEMENT BLUEFLY, INC. 42 West 39th Street New York, NY 10018 Reference is made to the Financing Agreement entered into between us dated March 30, 2001, (the "Financing Agreement"). This will confirm that effective as of February 14, 2002, the Financing Agreement is amended as follows: The first sentence in Section 8.1 is deleted and the following is substituted in its place and stead: "This Agreement shall become effective on the Closing Date and shall continue in full force and effect for fourteen months from the Closing Date (the "Initial Term")." Except as hereinwith specifically set forth the Financing Agreement, shall continue unmodified. ROSENTHAL & ROSENTHAL, INC. By: /s/ J. Michael Stanley ---------------------- J. Michael Stanley Executive Vice President THE FOREGOING IS ACKNOWLEDGED AND AGREED TO: BLUEFLY, INC. By: /s/ Jonathan Morris ------------------- Jonathan Morris Executive Vice President