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                                  EXHIBIT 10.56

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                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

         Assignment  and  Acceptance  Agreement  (as the  same  may be  amended,
supplemented or otherwise modified from time to time, this  "Agreement"),  dated
as of August 22,  1996,  by and between  Fleet Bank,  N.A.  (formerly  known as,
NatWest Bank N.A., the "Assignor") and Key Bank of New York (the "Assignee").

                                    RECITALS

         I. Reference is made to the Credit Agreement,  dated as of May 4, 1995,
as amended by Amendment No. 1 and Reallocation  Agreement,  dated as of June 12,
1995,  Amendment No. 2, dated as of October 27, 1995,  Amendment No. 3, dated as
of November 30, 1995, by and among International Post Limited, the Lenders party
thereto,  and The Bank of New York,  as the Issuer and as the Agent (as the same
may be  amended,  supplemented  or  otherwise  modified  from time to time,  the
"Credit Agreement").

         II. The Assignor wishes to assign and delegate to the Assignee, and the
Assignee wishes to purchase and assume from the Assignor, some of the Assignor's
rights and obligations  under the Loan Documents upon the terms,  and subject to
the conditions, contained herein.

         Therefore,  in consideration of the Recitals,  the terms and conditions
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Assignor  and the Assignee
hereby agree as follows:

         1. Defined Terms

             (a) Each  capitalized  term  used  herein  which  is not  otherwise
defined herein shall have the meaning ascribed thereto in the Credit Agreement.

             (b) When used in this Agreement,  each of the following capitalized
terms  shall  have the  meaning  ascribed  thereto  unless  the  context  hereof
otherwise specifically requires:

             "Assigned Percentage": 58.333333%.

             "Assignment Effective Date": as defined in Section 5.

             "Assignee Notes": as defined in Section 5(a)(v).

             "Assignor Rights and Obligations":  as of the Assignment  Effective
Date, the Assigned  Percentage of all of the Assignor's  rights and  obligations
under the Loan Documents,  including, without limitation, such percentage of its
Loans, its Letter of Credit Participation, its rights and obligations in respect
of the  LC  Outstandings,  its  Commitments,  its  Notes,  and  its  rights  and
obligations under the Security Agreement and the Guaranty.

             "LC Outstandings":  as of any date, the excess of (a) the aggregate
sum of all  payments  by the  Assignor  in  participation  of the  Reimbursement
Obligations,  over  (b)  all  payments  to  the  Assignor  in  respect  of  such
participation.

             "New Assignor Notes": as defined in Section 5(a)(v).

             "Purchase Price": an amount equal to the Assigned Percentage of the
sum of (a) the aggregate  unpaid  principal amount of the Assignor's Loans as of
the Assignment Effective Date, plus (b) the LC Outstandings as of the Assignment
Effective Date.

         2. Assignment; Payment by Assignee

             Pursuant to Section 11.7(c) of the Credit  Agreement,  the Assignor
hereby assigns and delegates to the Assignee,  and the Assignee hereby purchases
and  assumes  from the  Assignor,  without  recourse  or,  except  as  otherwise
specifically  provided herein,  representation or warranty,  the Assignor Rights
and  Obligations.  The Assignee agrees to pay to the Assignor the Purchase Price
on the Assignment Effective Date.

         3. Representations and Warranties

             (a) Assignor.  The Assignor  hereby  represents and warrants to the
Assignee as follows:

             (i) aggregate  unpaid principal amount of its Working Capital Loans
is  $3,840,000,  and such Working  Capital  Loans are composed of the  following
Working  Capital ABR  Advances  and Working  Capital  Eurodollar  Advances:  (1)
Working Capital ABR Advances:  $0, and (2) Working Capital Eurodollar  Advances:
(A)  $480,000  for 31  days,  the last day of which  is  August  29,  1996,  (B)
$2,340,000  for 31  days,  the last day of which  is  September  19,  1996,  (C)
$180,000  for 31 days,  the last day of which  is  September  8,  1996,  and (D)
$840,000 for 30 days, the last day of which is September 6, 1996,

             (ii) the aggregate unpaid principal amount of its Acquisition Loans
is $0,

             (iii) the  aggregate  unpaid  principal  amount of its Term Loan is
$10,992,000,  and such  Term Loan is  composed  of the  following  Term Loan ABR
Advances and Term Loan Eurodollar Advances: (1) Term Loan ABR Advances: $12,000,
and (2) Term Loan Eurodollar Advances:  $10,980,000 for 31 days, the last day of
which is September 12, 1996,

             (iv)  its Working Capital Commitment Amount is $6,000,000,

             (v)   its Acquisition Commitment Amount is $0.00,

             (vi)  the  amount  of  its  Letter  of  Credit   Participation   is
                   $717,889.40, and

             (vii) the LC Outstandings are $0.00.

                   (b) Assignee.  The Assignee hereby represents and warrants to
the Assignor  that (i) it is legally  authorized  to enter into this  Agreement,
(ii) it is an  "accredited  investor"  within the meaning of Regulation D of the
Securities and Exchange Commission,  as amended, and (iii) it has, independently
and  without  reliance  upon  the  Assignor,  and  based on such  documents  and
information as it has deemed  appropriate,  reviewed the Loan Documents and made
its own  evaluation  of,  and  investigation  into,  the  business,  operations,
Property, financial and other condition and creditworthiness of the Borrower and
made its own decision to enter into this Agreement.

         4. Covenants of the Assignee

             The   Assignee   hereby   covenants   and  agrees   that  it  will,
independently  and  without  reliance  upon  the  Assignor,  and  based  on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit analysis,  evaluations and decisions in taking or not taking
action  under the Loan  Documents,  and to make such  investigation  as it deems
necessary to inform itself as to the business,  operations,  Property, financial
and other condition and creditworthiness of the Borrower.

         5. Effectiveness of this Agreement

             (a) Section 2 of this Agreement shall not become  effective;  until
such date (the "Assignment  Effective Date") as all of the following  conditions
shall have been fulfilled:

             (i) The Agent shall have received this  Agreement  duly executed by
each of the Assignor, the Assignee and, if required by the Credit Agreement, the
Borrower;

             (ii) The Agent shall have executed a copy of this Agreement;

             (iii) The Assignor  shall have  delivered  to the Assignee  (with a
copy to the Agent) a duly completed letter in the form of Annex A hereto;

             (iv) The Assignee  shall have  confirmed in writing to the Assignor
(with a copy to the Agent) that, on or before the Assignment  Effective Date, it
shall have  transferred (in accordance with Section 6 hereof) the Purchase Price
to the Assignor. At the time of such confirmation,  the Assignee shall be deemed
to have remade the representations and warranties  contained in Section 3(b)(i),
(ii) and (iii) hereof on and as of the date of such confirmation;

             (v) The Agent shall have received (1) for the  Assignee,  (A) a new
Working Capital Note in a maximum  principal amount equal to the Working Capital
Commitment  Amount of the Working  Capital  Commitment  assumed by the  Assignee
hereunder,  and (B) a new Term Note in a principal amount equal to the amount of
the Term Loan  assigned to the Assignee  hereunder,  in each case payable to the
order to the  Assignee and dated the first  Borrowing  Date  (collectively,  the
"Assignee Notes"), and (2) for the Assignor, (A) a new Working Capital Note in a
maximum  principal amount equal to the Working Capital  Commitment Amount of the
Working Capital Commitment retained by the Assignor,  and (B) a new Term Note in
a  principal  amount  equal to the  amount  of the  Term  Loan  retained  by the
Assignor,  in each case payable to the order of the Assignor and dated the first
Borrowing Date (collectively, the "New Assignor Notes"); and

             (vi) All of the  conditions  set  forth  in  Section  11.7(c)  with
respect to this Agreement, and the transactions  contemplated hereby, shall have
been fulfilled.

             (b) Upon the Assignment  Effective Date, (i) the Agent shall record
the assignment  contemplated  hereby,  (ii) the Assignee shall be a Lender,  and
(iii) the Assignor,  to the extent of the assignment provided for herein,  shall
be released from its obligations under the Loan Documents.

             (c) The Assignee  hereby  appoints and authorizes the Agent to take
such action, on and after the Assignment  Effective Date, as agent on its behalf
and to exercise  such powers under the Loan  Documents  as are  delegated to the
Agent  by the  terms  thereof,  together  with  such  powers  as are  reasonably
incidental thereto.

             (d) From and after the Assignment  Effective  Date, the Agent shall
make all payments in respect of the interest assigned hereby (including payments
of principal,  interest,  fees and other amounts) to the Assignee.  The Assignor
and the Assignee shall make all appropriate  adjustments with respect to amounts
under the Loan Documents  which accrued prior to the  Assignment  Effective Date
and which were paid thereafter, directly between themselves.

             (e) Each of the Assignee  Notes and the New Assignor Notes shall be
held by the Agent in  escrow,  pending  the  effectiveness  of Section 2 of this
Agreement  and the  delivery  of, or against  receipt of, all of the  Assignor's
existing Notes, at which time they shall be returned to the Borrower.

         6. Payment Instructions

             All payments to be made to the  Assignor by the Assignee  hereunder
shall be made by wire transfer of  immediately  available  funds to the Assignor
at:

             Fleet Bank, N.A.
             ABA #: 021200339
             International Post Limited
             Loan Operations Dept. 838



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         7. Notices

             All  notices,  requests  and  demands  to or upon the  Assignee  in
connection  with  this  Agreement  and  the  Loan  Documents  are to be  sent or
delivered to the place set forth  adjacent to its name on the signature  page(s)
hereof.

         8. Miscellaneous

             (a)  For  purposes  of  this  Agreement,   all   calculations   and
determinations  with  respect  to  the  outstanding   principal  amount  of  the
Assignor's  Loans,  the  Assignor's  Commitment  Amounts  and all other  similar
calculations and determinations, shall be made and shall be deemed to be made as
of  the   commencement   of  business  on  the  date  of  such   calculation  or
determination, as the case may be.

             (b) Section headings have been inserted herein for convenience only
and shall not be construed to be a part hereof.

             (c) This Agreement  embodies the entire agreement and understanding
between the Assignor,  the Assignee,  the Borrower and the Agent with respect to
the  subject  matter  hereof and  supersedes  all other prior  arrangements  and
understandings between the Assignor and the Assignee with respect to the subject
matter hereof.

             (d) This  Agreement  may be  executed  in any  number  of  separate
counterparts  and all of said  counterparts  taken  together  shall be deemed to
constitute one and the same agreement. It shall not be necessary in making proof
of this agreement to produce or account for more than one counterpart  signed by
the party to be charged.

             (e) Every  provision of this Agreement is intended to be severable,
and if any term or provision  hereof shall be invalid,  illegal or unenforceable
for any reason,  the  validity,  legality and  enforceability  of the  remaining
provisions hereof shall not be affected or impaired thereby, and any invalidity,
illegality  or  unenforceability  in  any  jurisdiction  shall  not  affect  the
validity,  legality or enforceability of any such term or provision in any other
jurisdiction.

             (f) This  Agreement  shall be binding upon and inure to the benefit
of the Assignor and the Assignee and their  respective  successors and permitted
assigns,  except that neither  party may assign or transfer any of its rights or
obligations  hereunder (i) without the prior written consent of the other party,
and (ii) in contravention of the Credit Agreement.

             (g) This  Agreement and the rights and  obligations  of the parties
hereunder  shall be governed by, and  construed  and  interpreted  in accordance
with, the internal laws of the State of New York without regard to principles of
conflicts of law.


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         AS EVIDENCE  of the  agreement  by the parties  hereto to the terms and
conditions  herein  contained,  each such party has caused this  Agreement to be
duly executed on its behalf.

                                             FLEET BANK, N.A. (formerly known
                                             as NatWest bank N.A.)

                                             By: /s/ THOMAS J. LEVY
                                             Name:  Thomas J. Levy
                                             Title: Vice President

                                             KEY BANK OF NEW YORK


                                             By: /s/ BRENDAN SACHTJEN
                                             Name:  Brendan Sachtjen
                                             Title: Vice President

Address for notices:

Key Bank of New York
2 Gannett Drive
White Plains, NY 10604
Attention: Brendan E. Sachtjen,
            Vice President
Telephone: (914) 694-8446
Facsimile: (914) 694-8463



Consented to and Accepted this
20th day of August, 1996


THE BANK OF NEW YORK, as Agent


By: /s/ RONALD R. PAGOTO
Name:  Ronald R. Pagoto
Title: Vice President

Consented to this 20th day
of August, 1996

INTERNATIONAL POST LIMITED

By: /s/ JEFFREY J. KAPLAN
Name:  Jeffrey J. Kaplan
Title: Executive Vice President
       and Chief Financial Officer



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                            ANNEX A TO ASSIGNMENT AND
                              ACCEPTANCE AGREEMENT

                                 FORM OF LETTER


August 22, 1996


Key Bank of New York
2 Gannett  Drive
White  Plains,  New York 10604
Attention:  Brendan E. Sachtjen,
             Vice President

             Re:  Assignment  and Acceptance  Agreement,  dated as of August 22,
1996, by and between Fleet Bank, N.A.  (formerly known as NatWest Bank N.A.) and
Key Bank of New York (as the same  may be  amended,  supplemented  or  otherwise
modified from time to time, the "Agreement")


Ladies and Gentlemen:

             This letter is being delivered pursuant to Section 5(a)(iii) of the
Agreement.  Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the agreement.

             The  Assignor  hereby  represents  and  warrants to the Assignee as
follows:

             (a) the aggregate  unpaid  principal  amount of its Working Capital
Loans  is  $3,840,000,  and such  Working  Capital  Loans  are  composed  of the
following Working Capital ABR Advances and Working Capital Eurodollar  Advances:
(1)  Working  Capital  ABR  Advances:  $0, and (2)  Working  Capital  Eurodollar
Advances:  (A) $480,000  for 31 days,  the last day of which is August 29, 1996,
(B)  $2,340,000  for 31 days,  the last day of which is September 19, 1996,  (C)
$180,000  for 31 days,  the last day of which  is  September  8,  1996,  and (D)
$840,000 for 30 days, the last day of which is September 6, 1996,

             (b) the aggregate unpaid principal amount of its Acquisition  Loans
is $0,

             (c) the  aggregate  unpaid  principal  amount  of its Term  Loan is
$10,992,000,  and such  Term Loan is  composed  of the  following  Term Loan ABR
Advances and Term Loan Eurodollar Advances: (1) Term Loan ABR Advances: $12,000,
and (2) Term Loan Eurodollar Advances:  $10,980,000 for 31 days, the last day of
which is September 12, 1996,

             (d) its Working Capital Commitment Amount is $6,000,000,

             (e) its Acquisition Commitment Amount is $0.00,

             (f)  the   amount  of  its  Letter  of  Credit   Participation   is
$717,889.40, and

             (g) the LC Outstandings are $0.00.

Very truly yours,

FLEET BANK, N.A.

By: /s/ THOMAS J. LEVY
Name: Thomas J. Levy
Title: Vice President


cc:     Ronald R. Pagoto,
          Vice President
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                                  EXHIBIT 27
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