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                                                                   Exhibit 10.10


                       THIRD AMENDMENT TO SECURITY AGREEMENT
                                          
                                          
     Reference is made to a certain Security Agreement dated June 5, 1997 as
amended by (i) a certain First Amendment to Security Agreement dated October 31,
1997, and (ii) a certain Second Amendment to Security Agreement dated March 5,
1998 (collectively, the "Security Agreement") by and between DM Management
Company, a Delaware Corporation (the "Debtor") and Citizens Bank of
Massachusetts (the "Secured Party").

     In consideration of Secured Party increasing (for the period specified)
from up to $8.5 million to up to $23,500,000 Secured Party's revolving credit
facility with Debtor and otherwise agreeing to further amend that certain Loan
Agreement dated June 5, 1997, 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 a Second Amendment to Second Amended and
Restated Loan Agreement dated of even date herewith, and as the same may
hereafter be amended (collectively, the "Loan Agreement"), which the Secured
Party is unwilling to do unless, among other things, paragraph 1(e) of the
Security Agreement is amended, among other things, to confirm that it secures
(i) payment and performance of the Loan Agreement as amended, (ii) payment and
performance of the "Second Replacement Revolving Note" as defined in the Loan
Agreement and payment and performance of the "Replacement New Bridge Note" as
defined in the Loan Agreement, and payment and performance of the "Replacement
Short Term Revolving Note" and "First Amendment to Assignment of Certificate of
Deposit" executed by Debtor to Secured Party of even date herewith, as well as
certain other instruments amended as of this date.  The Debtor and the Secured
Party hereby agree that the Security Agreement be and the same hereby is,
amended by deleting Paragraph 1 thereof and replacing it with the following:

          The Debtor hereby grants to Secured Party, a security interest in all
          of the Debtor's present and future right, title and interest in and to
          the property described on Exhibit A (all of which is hereinafter
          called the "Collateral") to secure  (a) the full payment of the sum of
          $8,500,000.00, or such lesser amount which shall have been advanced,
          together with interest and other charges, all as provided in a certain
          "Revolving Note" of the Debtor to the order of the Secured Party dated
          June 5, 1997, which note was amended and replaced by a certain
          "Replacement Revolving Note" dated October 31, 1997 in the face amount
          of $8,500,000.00, which note was amended and replaced by a certain
          "Second Replacement Revolving Note" dated September 4, 1998 in the
          face amount of $23,500,000, all as provided in a certain Loan
          Agreement dated June 5, 1997 as amended and restated as of March 5,
          1998 and as further amended and restated dated September 4, 1998
          herewith (collectively, the "Loan Agreement") together with all
          substitutions or replacements therefor and all renewals or extensions
          thereof and the full performance of all other obligations of the 


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          maker of said note as provided therein; (b) the full payment of the
          sum of $1,650,000.00, as provided in a certain "Real Estate Note" (as
          defined in the Loan Agreement) of the Debtor to the order of the
          Secured Party dated July 30, 1997, executed and delivered by the
          Debtor to the Secured Party, pursuant to the Loan Agreement in the
          face amount of $1,650,000.00, with interest and other charges as
          provided therein, together with all substitutions and replacements
          therefor and all renewals and extensions thereof and the full
          performance of all other obligations of the maker of said note as
          provided therein and under a certain Real Estate Mortgage (as defined
          in the Loan Agreement), as the same may be amended from time to time;
          (c) the full payment of the sum of $3,600,000.00, with interest and
          other charges, all as provided in a certain "Term Note" (as defined in
          the Loan Agreement) of the Debtor to the order of the Secured Party
          dated June 5, 1997, executed and delivered by the Debtor to the
          Secured Party pursuant to the Loan Agreement, in the original face
          amount of $3,600,000.00, together with all substitutions or
          replacements therefor and all renewals or extensions thereof and the
          full performance of all other obligations of the maker of said note as
          provided therein; (d) the full payment of the sum of $4,300,000.00,
          with interest and other charges, all as provided in a certain "New
          Bridge Note" (as defined in the Loan Agreement), of the Debtor to the
          order of the Secured Party dated as March 5, 1998, executed and
          delivered by the Debtor to the Secured Party pursuant to the Loan
          Agreement, in the original face amount of $4,300,000.00, as amended
          and replaced by that certain "Replacement New Bridge Note" (as defined
          in the Loan Agreement) dated September 4, 1998, together with all
          substitutions and replacements therefor and all renewals and
          extensions thereof and the full performance of all other obligations
          of the maker of said note as provided therein, and under a certain
          "Bridge Mortgage" (as defined in the Loan Agreement) as the same may
          be amended from time to time; (e) the full payment of the sum of
          $17,000,000.00 together with interest and other charges, all as
          provided in a certain "Short Term Revolving Note" (as defined in the
          Loan Agreement) of the Debtor to the order of the Secured Party dated
          March 5, 1998 pursuant to the Loan Agreement in the face amount of
          $17,000,000.00, as amended and replaced by that certain "Replacement
          Short Term Revolving Note" as defined in the Loan Agreement) dated
          September 4, 1998, and all renewals and extensions thereof and the
          full performance of all other obligations of the maker of said note as
          provided therein, and in a certain "Assignment of Certificate of
          Deposit" dated as of March 5, 1998 executed and delivered in
          connection therewith, as amended by First Amendment to Assignment of
          Certificate of Deposit dated September 4, 1998 and as the same may
          hereafter be amended; (f) the full payment and performance by the
          Debtor of all other indebtedness, obligations and liabilities of the
          Debtor to the Secured Party under the Loan Agreement, direct or
          indirect, absolute or contingent, now existing or hereafter arising
          (including, without limitation, 


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          all "Obligations", as defined in the Loan Agreement, whether or not
          specifically referred to herein), which Loan Agreement provides, among
          other things, for the establishment of a "Revolving Loan" (as defined
          therein) and for the issuance of Letters of Credit pursuant to "L/C
          Applications" (as defined therein) pursuant to which "Advances" (as
          defined therein) may be made from time to time, and for repayment of
          all or a portion of the outstanding balance of such Advances together
          with interest and other charges, all in accordance therewith, and for
          the grant of "Loans" (as defined therein) as provided therein; and (g)
          the full payment and performance of all covenants and agreements
          herein contained or referred to on the part of the Debtor to be kept
          and performed (collectively hereafter referred to as "Obligations").

     In all other respects, the Security Agreement shall remain in full force
and effect in accordance with its terms.

     Executed as an instrument under seal as of the 4th day of September, 1998.

                                        DM MANAGEMENT COMPANY

Witness

/s/ David R. Pierson
------------------------------          By: /s/ Olga L. Conley
                                            -------------------------------
                                            Olga L. Conley
                                            Chief Financial Officer





Agreed:   Citizens Bank of Massachusetts


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


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