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                                                                    EXHIBIT 10.7

                      AMENDED AND RESTATED REVOLVING NOTE

                                                          Boston, Massachusetts

$21,000,000                                               June 26, 2003

         On or before the "Termination Date" as defined in that certain Loan
Agreement hereinafter referred to, or earlier upon the occurrence of an "Event
of Default" as defined in said Loan Agreement, for value received, the
undersigned promises to pay to the order of HSBC Bank USA (hereinafter called
the "Holder"), at its principal office at 452 Fifth Avenue, New York, New York
10018, or such other location that the holder may specify

                           TWENTY-ONE MILLION DOLLARS
                                  ($21,000,000)

or such lesser amount as may from time to time be outstanding under the terms of
that certain Fifth Amended and Restated Loan Agreement dated June 29, 2001,
between the undersigned, on the one hand, and the several financial institutions
from time to time party thereto (the payee hereof being one of them) and
Citizens Bank of Massachusetts as Agent, on the other hand (as amended,
modified, supplemented and/or restated from time to time) (the "Loan
Agreement"). Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Loan Agreement.

         The principal amount outstanding hereunder shall be paid in accordance
with the provisions of the Loan Agreement. Interest shall accrue at the rates
provided in the Loan Agreement and shall be paid in accordance with the Loan
Agreement. The entire unpaid principal balance and all accrued and unpaid
interest shall be paid in full on June 1, 2005 or earlier upon an Event of
Default. If any payment is not made when due hereunder, then, without limitation
on any other right of the Holder, here shall be a late charge and an augmented
interest rate as provided in the Loan Agreement.

         If an Event of Default shall occur, the entire unpaid principal balance
of this note and all accrued and unpaid interest may become or be declared due
and payable without notice or demand, in the manner and with the effect provided
in the Loan Agreement.

         Every maker, endorser and guarantor of this note, or the obligation
represented by this note, waives presentment, demand, notice, protest, and all
other demands or notices in connection with the delivery, acceptance,
endorsement, performance, default, or enforcement of this note, assents to any
and all extensions or postponements of the time of payment or any other
indulgence, to any substitution, exchange, or release of collateral, and/or to
the addition or release of any other party or person primarily or secondarily
liable, and generally waives all suretyship defense and defenses in the nature
thereof.

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         The undersigned will pay all reasonable out-of-pocket costs and
expenses of collection, including reasonable attorneys' fees, incurred or paid
by the holder in enforcing this note or the obligations hereby evidenced, to the
extent permitted by law.

         No delay or omission of the holder in exercising any right or remedy
hereunder shall constitute a waiver of any such right or remedy. Acceptance by
the holder of any payment after acceleration shall not operate as a bar to or
waiver of such acceleration.

         The holder need not enter payments of principal or interest upon this
note, but may maintain a record thereof on a separate ledger maintained by the
holder.

         The word "holder" as used in this note shall mean the payee or indorsee
of this note who is in possession of it or the bearer if this note is at the
time payable to bearer.

         This note shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts and shall take effect as an instrument
under seal.

         This note amends and restates (and replaces and supersedes) that
certain Revolving Note from the undersigned to the Holder dated June 29, 2001,
as amended by First Amendment thereto dated as of July 25, 2002.

WITNESS:                                THE J. JILL GROUP, INC.

/s/ Linda L. Trudel                     By: /s/ Olga L. Conley
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                                                Olga L. Conley
                                                Chief Financial Officer