Exhibit 10.3


                                 FIRST AMENDMENT
                                       TO
                                 REVOLVING NOTE
                                      FROM
                             THE J. JILL GROUP, INC.
                                       TO
                                  HSBC BANK USA


         This First Amendment to Revolving Note from The J. Jill Group, Inc. to
HSBC Bank USA 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 HSBC Bank USA in the face amount of
Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (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 confirmed 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


                                HSBC BANK USA

                                By: /s/ George Ahlmeyer
                                    ------------------------------------------
                                    Name:  George Ahlmeyer
                                    Title: Senior Vice President