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                                                                   Exhibit 10.55




                       FOURTH AMENDMENT TO SECOND AMENDED
                           AND RESTATED LOAN AGREEMENT





         This Fourth Amendment to Second Amended and Restated Loan Agreement
dated as of December 31, 1998, by and between Citizens Bank of Massachusetts
(herein "BANK"), and DM Management Company, a Delaware corporation (herein
"BORROWER").

                                   WITNESSETH:


         WHEREAS, BANK and BORROWER are parties to that certain Loan Agreement
made as of June 5, 1997 by and between BANK and BORROWER, as the same has been
amended and restated in a certain Amended and Restated Loan Agreement dated as
of October 31, 1997, and in a certain Second Amended and Restated Loan Agreement
dated March 5, 1998, and as amended by a certain First Amendment to Second
Amended and Restated Loan Agreement dated as of June 30, 1998, and Second
Amendment to Second Amended and Restated Loan Agreement dated as of September 4,
1998 and Third Amendment to Second Amended and Restated Loan Agreement dated
September 4, 1998 (as so restated and amended, the "Loan Agreement");

         WHEREAS, BORROWER and the BANK wish to further 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:

                   (a) By deleting the definition of CERTIFICATE OF DEPOSIT and
              substituting the following in lieu thereof:

                       "CERTIFICATE OF DEPOSIT" shall mean a certain Certificate
                   of Deposit of the BANK issued to the BORROWER numbered
                   9802250739 in the amount of $12,327,632.99 as the same may be
                   amended, substituted for, replaced, increased or reduced.


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                   (b) By deleting the definition of REVOLVING CREDIT COMMITMENT
              AMOUNT and substituting the following in lieu thereof:

                       "'REVOLVING CREDIT COMMITMENT AMOUNT' (sometimes the
                   'REVOLVING COMMITMENT AMOUNT') shall mean the sum of Eight
                   Million Five Hundred Thousand Dollars ($8,500,000.00) except
                   that during the period from the date hereof through March 31,
                   1999 it shall mean Twenty-Three Million Five Hundred Thousand
                   Dollars ($23,500,000.00) (unless BORROWER delivers written
                   notice to the BANK requesting a lesser amount and BANK
                   confirms same in writing), provided however that any such
                   increase as aforesaid (consisting of Fifteen Million Dollars
                   ($15,000,000)) shall be reduced by the amount financed under
                   the CITIZENS LEASE."

                   (c) By deleting the definition of "SPECIAL EVENT".

                   (d) By deleting the definition of "SPECIAL PERIOD".

                   (e) By inserting a definition of "SECOND REPLACEMENT NEW
              BRIDGE NOTE" as follows:

                       "SECOND REPLACEMENT NEW BRIDGE NOTE" is defined in
                   Section 5A.05.

         2.   Section 5A.05 is hereby deleted and the following substituted in
              lieu thereof:

                       "5A.05 The term of the BRIDGE NOTE having expired and all
                   of the conditions of Article XV and Section 2.08 having been
                   satisfied and no EVENT OF DEFAULT having occurred, the BANK
                   agreed to extend the term for repayment of the BRIDGE LOAN
                   until December 31, 1998 and to reprice the same in the manner
                   provided. Such BRIDGE LOAN was evidenced by the NEW BRIDGE
                   NOTE. The BORROWER having represented that all of the
                   conditions of Article XV and Section 2.08 have been satisfied
                   and remain fulfilled as of the date hereof, and that no EVENT
                   OF DEFAULT has occurred, the BANK agrees to further extend
                   the term of the BRIDGE LOAN until March 31, 1999 and to
                   reprice the same in the manner provided in Section 5A.08
                   hereof."



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         3.   Concurrently herewith, BORROWER shall execute and deliver to the
              BANK a replacement of the REPLACEMENT NEW BRIDGE NOTE (the "SECOND
              REPLACEMENT NEW BRIDGE NOTE") to reflect the amended maturity date
              of such note. All references in the Loan Agreement to the "NEW
              BRIDGE NOTE" or "REPLACEMENT NEW BRIDGE NOTE" shall hereafter be
              deemed to refer to such "SECOND REPLACEMENT NEW BRIDGE NOTE"
              executed of even date herewith.

         4.   Section 5A.08 is hereby deleted and the following substituted in
              lieu thereof:

                       "5A.08 The BORROWER shall from March 5, 1998 until the
                   full balance of principal and interest on the BRIDGE LOAN
                   shall have been paid in full, pay interest monthly in arrears
                   on the daily outstanding balance of the BRIDGE LOAN from time
                   to time outstanding at the rate provided in Section 5A.04.
                   for each INTEREST PERIOD (unless otherwise provided).

         5.   Concurrently herewith, BORROWER shall execute and deliver to the
              BANK a replacement of the REPLACEMENT SHORT TERM REVOLVING NOTE
              (the "SECOND REPLACEMENT SHORT TERM REVOLVING NOTE") to reflect
              the amended maturity date(s) of such note. All references in the
              Loan Agreement to "SHORT TERM REVOLVING NOTE" or "REPLACEMENT
              SHORT TERM REVOLVING NOTE" shall hereafter be deemed to refer to
              such "SECOND REPLACEMENT SHORT TERM REVOLVING NOTE" executed of
              even date herewith.

         6.   Section 5B.02 is hereby deleted and the following substituted in
              lieu thereof:

                       "5B.02 The SHORT TERM REVOLVING LOAN shall be paid in
                   full on the first to occur of (1) the obtaining of permanent
                   financing with respect to the Project or (2) March 31, 1999."

         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.


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Witness:                           DM MANAGEMENT COMPANY

 /s/ Lori B. Leeth
---------------------------

                                   By: /s/ Olga L. Conley
                                       ------------------------------------- 
                                       Olga L. Conley, Chief Financial Officer


                                   CITIZENS BANK OF MASSACHUSETTS

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







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