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                                                                    EXHIBIT 10.5

                           FIRST AMENDMENT TO MORTGAGE
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        This First Amendment to Mortgage made as of the31st day of October, 1997
by and between DM Management Company ("Mortgagor") and Citizens Bank of
Massachusetts ("Mortgagee").

        Reference is made to a certain Mortgage made as of the 30th day of July,
1997 by and between Mortgagor and Mortgagee, which Mortgage is recorded in Book
______, Page ______, of the Belknap County, New Hampshire Registry of Deeds (the
"Mortgage").

        For good and valuable consideration paid by each of the parties to the
other, and in further consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Mortgagor and Mortgagee that the
Mortgage is hereby amended by deleting the entire paragraph following the word
"WITNESSETH", beginning with the words "DM Management Company" and ending with
the words "obligations" and the following is hereby inserted in lieu hereof.

                The Mortgagor hereby grants to Mortgagee, with mortgage
        covenants, the real property described on Exhibit A (hereinafter called
        the "Mortgaged Premises") 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 Mortgagor to the order of the Mortgagee dated
        June 5, 1997, which note was amended and replaced by a certain
        "Replacement Revolving Note" of even date herewith in the face amount of
        $8,500,000.00, all as provided in a certain Loan Agreement dated June 5,
        1997 as amended and restated as of the date hereof (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 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 Mortgagor to the
        order of the Mortgagee, dated June 30, 1997, executed and delivered by
        the Mortgagor to the Mortgagee, 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; (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 Mortgagor to the order of the
        Mortgagee, dated June 5, 1997, executed and delivered by the Mortgagor
        to the Mortgagee 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 "Bridge Note" (as defined in
        the Loan Agreement) of the Mortgagor to the order of the Mortgagee dated
        as of the date hereof,




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        executed and delivered by the Mortgagor to the Mortgagee pursuant to the
        Loan Agreement, in the original face amount of $4,300,000.00 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, dated as of the date hereof,
        executed and delivered in connection therewith; (e) the full payment and
        performance by the Mortgagor of all indebtedness, obligations and
        liabilities of the Mortgagor to the Mortgagee under the Loan Agreement,
        direct or indirect, absolute or contingent, now existing or hereafter
        arising (including, without limitation, all "Obligations", as defined in
        the Loan Agreement) 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) 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 (f) the
        full payment and performance of all covenants and agreements herein
        contained or referred to on the part of the Mortgagor to be kept and
        performed (collectively hereafter referred to as "Obligations").

        In all other respects, the said Mortgage is hereby (as intended therein)
shall hereby remain in full force and effect in accordance with its terms.

        IN WITNESS WHEREOF, Mortgagor has caused this instrument to be executed
on this 31st day of October, 1997.



Witness                            DM MANAGEMENT COMPANY

/s/ JP                             By: /s/ Peter J. Tulp
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                                       PETER J. TULP, CORPORATE CONTROLLER



                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

        On this 31st day of October, 1997, before me, personally appeared the
undersigned officer, Peter J. Tulp, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the foregoing written instrument as the
Corporate Controller of DM Management Company in its name and on its behalf and
acknowledged that they executed the same for the purposes therein contained.

        IN WITNESS WHEREFORE I have hereunto set my hand and official seal.


                                       /s/ Jacob N. Polatin
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                                   Notary Public
                                   My Commission Expires:    11/6/98   
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