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                                                                   Exhibit 10.56


                               SECOND AMENDMENT TO
                      ASSIGNMENT OF CERTIFICATE OF DEPOSIT


         This Second Amendment to Assignment of Certificate of Deposit dated as
of December 31st, 1998 by and between Citizens Bank of Massachusetts ("Bank")
and DM Management Company ("Debtor").

                              W I T N E S S E T H:

         WHEREAS, Bank and Debtor are parties to that certain Assignment of
Certificate of Deposit dated as of March 5, 1998 as amended by a certain First
Amendment to Assignment of Certificate of Deposit dated as of September 4, 1998
(collectively, the "Assignment"); and

         WHEREAS, the parties wish to amend the Assignment as hereafter set
forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. Section 1 of the Assignment is hereby amended by deleting the
language inserted by the said First Amendment to Assignment of Certificate of
Deposit and substituting therefor the following:

         "accommodations to the undersigned debtor (the "Debtor"),
         pursuant to a certain Second Amended and Restated Loan
         Agreement dated March 5, 1998, as amended by a certain Third
         Amendment to Second Amended and Restated Loan Agreement dated
         September 4, 1998 and by a certain Fourth Amendment to Second
         Amended and Restated Loan Agreement, of even date herewith and
         as the same may be further amended from time to time
         (collectively, the "Loan Agreement"),"

         2. Exhibit A to said Assignment is hereby deleted in its entirety and
is replaced by Exhibit A hereto.

         3. The sum set forth after the designation "Face Amount" is hereby
deleted and the sum of $12,327,632.99 is hereby inserted in lieu thereof.

         Except as amended hereby, the Assignment is hereby ratified, confirmed
and republished.



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         EXECUTED as an instrument under seal to be construed under the laws of
The Commonwealth of Massachusetts.

                                                DEBTOR:
WITNESS:                                        DM MANAGEMENT COMPANY

/s/ Lori B. Leeth                               By: /s/ Olga L. Conley
-------------------------------                    ---------------------------
                                                    Olga L. Conley
                                                    Chief Financial Officer


                                                BANK:
WITNESS:                                        CITIZENS BANK OF MASSACHUSETTS

/s/ Maryalice Trottier                          By: /s/ Lori B. Leeth
-------------------------------                    -----------------------------
                                                    Lori B. Leeth
                                                    Senior Vice President



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                                    EXHIBIT A



         (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 Bank
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 $23,500,000.00, all as provided in
a certain Loan Agreement dated June 5, 1997, as amended and restated as of the
March 5, 1998, as amended dated September 4, 1998 hereof and as the same may
hereafter be amended (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 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 Bank executed and delivered by the Debtor to the Bank,
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 a certain Second Amendment to Mortgage executed and delivered in
connection therewith 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 Bank, dated June 5, 1997, executed and delivered by
the Debtor to the Bank 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 Four Million Three Hundred Thousand Dollars
($4,300,000.00) together with interest and other charges, all as provided in a
certain "New Bridge Note" (as defined in the Loan Agreement) of the Debtor at
the order of the Bank dated as of March 5, 1998, executed and delivered by the
Debtor to the Bank pursuant to the Loan Agreement in the original face amount of
Four Million Three Hundred Thousand Dollars ($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 or
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; (e) the full payment of the sum of $17,000,000.00 together with all
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 Bank
dated March 5, 1998 pursuant to the Loan Agreement in the face amount of





                                       -3-
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$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 substitutions or replacements therefor and all renewals and extensions
thereof and the full performance of all other Obligations of the maker of said
Note, and in a certain "Assignment of Certificate of Deposit dated as of 
March 5, 1998 and executed and delivered in connection therewith, as amended 
dated September 4, 1998, and as the same may hereafter be amended; (f) the 
full payment and performance by the Debtor of all indebtedness, obligations 
and liabilities of the Debtor to the Bank 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 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 Letter of Credit pursuant 
to L/C Appreciations 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; (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").

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