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                                                                    Exhibit 10.2


Recorded 6/30/99 with Belknap Registry in Book 1538, Page 715


                            SUBORDINATION OF MORTGAGE


         FOR CONSIDERATION PAID, receipt whereof is hereby acknowledged, John
Hancock Real Estate Finance, Inc., holder of a Mortgage, Assignment of Leases
and Rents and Security Agreement (the "MORTGAGE") and an Assignment of Leases
and Rents (the "ASSIGNMENT") from Birch Pond Realty Corporation, dated March 1,
1999 and recorded, respectively, in the Belknap County (NH) Registry of Deeds
(the "REGISTRY") in Book 1518, Page 596, and in Book 1518, Page 680, hereby
subordinates the lien and interests of the Mortgage and the Assignment to the
easements, rights and interests of Birch Pond Realty Corporation at the Owner of
Lot 1, as shown on the Subdivision Plan recorded in the Registry in Drawer 31L,
Plan #99 and #100 (the "SUBDIVISION PLAN"), and as also shown on the Survey
recorded in the Registry in Drawer 32L, Plan #32 and #33 (the "SURVEY"),
declared and created by and set forth in that Declaration of Easements and
Restrictions (the "DECLARATION") made by Birch Pond Realty Corporation to be
recorded herewith and hereby ratifies and confirms that the Subordination of
Mortgage recorded in the Registry in Book 1518, Page 691, subordinates the
interest and lien of the Mortgage to the Lease referred to in that Memorandum of
Lease recorded in the Registry in Book 1518, Page 591, as said Lease has been
amended, which Lease as amended, is evidenced by that Amended and Restated
Memorandum of Lease between Birch Pond Realty Corporation as Landlord and The
J. Jill Group, Inc., as Tenant, dated June 28, 1999, and recorded herewith, and
hereby subordinates the interest and lien of the Mortgage to the Lease as so
amended.

         This Subordination shall have the same effect upon the rights of the
undersigned under the Mortgage and the Assignment as if the Declaration shall
have been recorded in the Registry after the Subdivision Plan and the Survey,
but before the Mortgage and the Assignment. It is the intent of the undersigned
that the rights and interests declared and created in and by the Declaration
shall not be cut off, impaired or merged but shall survive any foreclosure or
deed-in-lieu of foreclosure of the Mortgage or the exercise of any right under
the Assignment.

         In Witness Whereof, John Hancock Real Estate Finance, Inc. has caused
this Subordination to be duly executed as of June 28, 1999.



Witnessed:                               JOHN HANCOCK REAL ESTATE FINANCE, INC.


/s/  Noreen Scott                        By: /s/ William G. McPadden
-------------------------                   -----------------------------------
Print Name:  Noreen Scott                    Name: Willliam G. McPadden
                                            Title: Vice President

/s/  Roseann Carbone
-----------------------------
Print Name:  Roseann Carbone


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COMMONWEALTH OF MASSACHUSETTS )
                              ) SS.
COUNTY OF SUFFOLK             )

         Personally appeared before me, the undersigned officer, on this 28th
day of June, 1999, the within named William G. McPadden, who acknowledged
himself to be the Vice President of JOHN HANCOCK REAL ESTATE FINANCE, INC., a
Delaware corporation, and that he, as such Vice President, being authorized to
do so, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as Vice President.

         In witness whereof I hereunto set my hand and official seal.


                                             /s/ Mary R. Steede
                                             ----------------------------------
                                             Name: Mary R. Steede
                                             Notary Public
                                             My Commission Expires: 2/04/05

                                             [NOTARY SEAL]