Exhibit 10.2


                                 FIRST AMENDMENT
                                       TO
                                 REVOLVING NOTE
                                      FROM
                             THE J. JILL GROUP, INC.
                                       TO
                         CITIZENS BANK OF MASSACHUSETTS


         This First Amendment to Revolving Note from The J. Jill Group, Inc. to
Citizens Bank of Massachusetts is dated as of July 25, 2002.

                              W I T N E S S E T H:

         Reference is made to that certain Revolving Note dated as of June 29,
2001 from The J. Jill Group, Inc. to Citizens Bank of Massachusetts in the face
amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) (the
"REVOLVING NOTE").

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the REVOLVING NOTE is hereby amended by
deleting the date "June 1, 2003" set forth in the second paragraph of the
REVOLVING NOTE and substituting therefor the words "Termination Date."

         Except as modified hereby, the REVOLVING NOTE remains in full force and
effect and is hereby reconfirmed and republished.

         EXECUTED as an instrument under seal as of July 25, 2002.

                               THE J. JILL GROUP, INC.

                               By: /s/ Linda L. Trudel
                                   -------------------------------------
                                   Name:  Linda L. Trudel
                                   Title: Vice President/Corporate Controller


                               CITIZENS BANK OF MASSACHUSETTS

                               By: /s/ Lori B. Leeth
                                   -------------------------------------
                                   Name:  Lori B. Leeth
                                   Title: Senior Vice President