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                                                                 Exhibit 10.9


                         SECOND REPLACEMENT REVOLVING NOTE
                                          
                                                          Boston, Massachusetts
                                          
$23,500,000.00                                                September 4, 1998


          ON DEMAND, the undersigned DM Management Company, for value 
received, promises to pay to the order of Citizens Bank of Massachusetts 
(hereinafter called the "Bank"), at its principal office at 28 State Street, 
Boston, Massachusetts 02109, or such other location that the holder may 
specify

          Twenty-Three Million Five Hundred Thousand DOLLARS ($23,500,000.00) 
or such lesser amount which shall have been advanced hereunder, with interest 
thereon, as herein provided, until paid in full.  This note replaces the 
"Replacement Revolving Note" dated October 31, 1997 issued by the undersigned 
to the order of the Bank pursuant to the terms of a certain Loan Agreement 
dated June 5, 1997, by and between Bank and the undersigned, as previously 
revised and amended as of the date hereof (the "Loan Agreement").

          Interest shall accrue at the rates provided in the Loan Agreement 
for the Revolving Loan as defined therein and shall be paid at maturity 
hereof.  Overdue principal and overdue interest from time to time outstanding 
shall bear interest in accordance with the terms of the Loan Agreement.  If 
any payment is not made when due hereunder, then, without limitation on any 
other right of the Holder, there shall be a late charge as provided in the 
Loan Agreement.

          If an "Event of Default" (as defined in the Loan Agreement) 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 defenses and defenses 
in the nature thereof.

          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.

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          No delay or omission of the holder in exercising any right of 
remedy hereunder shall constitute a waiver of any such right or remedy.

          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.

WITNESS:                                DM MANAGEMENT COMPANY


/s/ Richard J. Snyder
------------------------------          By: /s/ Olga L. Conley
                                           ---------------------------
                                           Olga L. Conley
                                           Chief Financial Officer