FIRST AMENDMENT TO FOURTH AMENDED
                           AND RESTATED LOAN AGREEMENT

         This First Amendment to Fourth Amended and Restated Loan Agreement,
dated as of September 22, 2000, by and between Citizens Bank of Massachusetts
(herein "BANK"), and The J. Jill Group, Inc., a Delaware corporation, formerly
DM Management Company (herein "BORROWER").

                                   WITNESSETH:

         WHEREAS, BANK and BORROWER are parties to that certain Fourth Amended
and Restated Loan Agreement made as of August 7, 2000 by and between BANK and
BORROWER (the "Loan Agreement"); and

         WHEREAS, BORROWER and the BANK wish to amend the Loan Agreement as more
particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Loan Agreement.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereby agree that the Loan Agreement is hereby amended as
follows:

         1.       The defined term "DEBT SERVICE COVERAGE" set forth in Section
                  1.01 of the Loan Agreement is hereby amended by adding in
                  subsection (A)(iii) immediately after the words "taxes paid in
                  cash" the words "net of refunds" so that as so amended, the
                  defined term "DEBT SERVICE COVERAGE" in said Section 1.01
                  shall now read as follows:

                           "'DEBT SERVICE COVERAGE' shall hereafter mean the
                           ratio of (A) the aggregate of the consolidated net
                           earnings of BORROWER and its SUBSIDIARIES before
                           interest expense, taxes, depreciation, amortization,
                           rent and lease expense, and special one-time charges
                           related to the discontinuance of that certain line of
                           business known as, or referred to as, the "Nicole
                           catalog concept" and other restructuring charges
                           approved in writing by the BANK in its sole
                           discretion, such net earnings specifically including
                           interest income; less (i) UNFINANCED CAPITAL
                           EXPENDITURES, less (ii) SHAREHOLDER PAYMENTS, less
                           (iii) taxes paid in cash net of refunds; to (B) the
                           aggregate of (i) interest paid and (ii) the amounts
                           of all maturities of long-term debt falling due in
                           the twelve (12) month period succeeding the
                           calculation date, including principal payments due on
                           the REAL ESTATE LOAN plus (iii) rent and lease
                           expense. Long Term Debt is amounts due in whole or in
                           part more than 12 months after the incurring thereof;
                           however, for the purposes of calculating this




                           covenant the REVOLVING LOANS are specifically
                           excluded from Long Term Debt."

         2.       Section 11.12 of the LOAN AGREEMENT is hereby amended by
                  adding immediately at the end of said section the following
                  sentence:

                           "For the purpose of this section only, the term
                           'current liabilities' shall not include ADVANCES."

         This Amendment shall take effect as of the date first above written.

         Except as hereby amended, the Loan Agreement is hereby ratified,
confirmed and republished.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.

Witness:                           THE J. JILL GROUP, INC.

/s/ Lori B. Leeth
- ------------------------------
                                   By:    /s/ Peter J. Tulp
                                          --------------------------
                                   Name:  Peter J. Tulp
                                          --------------------------
                                   Title: V.P. Corporate Controller
                                          --------------------------

Witness:                           CITIZENS BANK OF MASSACHUSETTS

/s/ Mary Alice Trottier
- ------------------------------      By: /s/ Lori B. Leeth
                                      ------------------------------------
                                      Lori B. Leeth, Senior Vice President


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