EXHIBIT 10.56

                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement


THIS Software License Agreement (the "Agreement") made this September 25th, 1998
is  entered  into  by  and  between  Celerity  Solutions,  Inc.,  a  corporation
incorporated under the laws of Delaware,  having its principal place of business
at 200 Baker Avenue, Suite 300, Concord, Massachusetts,  01742 ("CELERITY"), and
Distribution  Dynamics,  Inc., having its principal place of business at 1676 N.
California Suite 400 Walnut Creek, CA 94596 ("LICENSEE").

                                   BACKGROUND

CELERITY is the owner of certain proprietary technical information consisting of
computer programs useful in performing  various business functions on a Computer
System,  as  described  on  "Exhibit  A"  ("Programs").  LICENSEE is desirous of
acquiring a perpetual,  irrevocable,  non-transferable and non-exclusive license
to use the Object Code version of the Programs on the Computer(s)  identified on
"Exhibit B" for the LICENSEE's operation of its 25 Site(s).

The term  "Software"  shall mean the Programs  (excluding  third party software)
supplied to LICENSEE under the terms of this Agreement,  and all other releases,
enhancements  and  modifications  supplied to LICENSEE by  CELERITY,  if any are
agreed to by both parties  (excluding  third party  software).  The term "Object
Code"  means all or any  portion of the  machine-readable  code  comprising  the
Software.  The  term  "Computer"  means  the  individual  specific  computer  or
computers on which  LICENSEE will install and execute the Software as designated
from time to time on Exhibit B. The term "Site" means the location of the agreed
upon designated  servers where LICENSEE will use the Licensed Program  described
on Exhibit  A. The term  "User"  means any person  accessing  the  Software  via
CELERITY software and/or screen programs.  User owned software (host order entry
systems for example)  that access data from the CELERITY  server via defined API
or other  interfaces  do not  count as  concurrent  Users for  purposes  of this
Agreement.  The total  number of Users  may be  designated  from time to time on
Exhibit C.

NOW THEREFORE,  in  consideration  of the  BACKGROUND  and the mutual  covenants
herein   contained,   CELERITY   and   LICENSEE   hereby   agree   as   follows:

                                   ----------

1.   Title.  LICENSEE  understands and acknowledges  that ownership and title to
     the  Software,  including  any  releases,  enhancements  and  modifications
     thereof, are and will remain the exclusive property of CELERITY.

2.   Grant of License.  Upon payment of the initial  license fee established and
     set forth in Section 4 hereof,  CELERITY  grants to LICENSEE,  and LICENSEE
     accepts from  CELERITY,  a  perpetual,  irrevocable,  non-transferable  and
     non-exclusive license to use the Object Code version of the Software on the
     Computer(s)  identified on Exhibit B for the  LICENSEE's  own internal data
     processing  and  computing  needs for testing and training  purposes  only.
     LICENSEE  shall not use the licensed  Software in a production  environment
     until  all  charges  and  fees  as set  forth  in  this  Agreement  and any
     associated  Professional  Services  Agreement  have been paid to  CELERITY.
     LICENSEE  may not,  for any  purpose  or under any  circumstances,  use the
     Software to provide data  processing or management  information or services
     to any third party. Upon payment of the additional license fees required by
     Section 4 hereof,  LICENSEE  may use the  Software in  connection  with any
     increase in the number of LICENSEE's Computer(s), Site(s), or User(s).

3.   License  Assignment.  LICENSEE  shall not assign or transfer  its rights in
     such  license  to any  other  person or  entity;  provided,  however,  that
     LICENSEE  may  assign  all its rights in the  license  to a  subsidiary  or
     affiliate  in which  it owns a  majority  interest,  or to a  purchaser  of
     substantially  all of the business and assets of LICENSEE on the conditions
     that (i)  LICENSEE  retains  no  rights to use the  Software  and (ii) such
     subsidiary,  affiliate  or  purchaser  agrees in writing to be bound by the
     terms of this  Agreement as if it had executed this  Agreement as LICENSEE.
     Any such subsidiary, affiliate or purchaser is hereinafter referred to as a
     "Permitted  Assignee".  An  assignment  by  LICENSEE  of its  rights in the
     license to a Permitted  Assignee  shall not release  LICENSEE of any of its
     obligations and responsibilities under this Agreement.

4.   License  Fee.  The license fee for the  Software  shall be as  described in
     Exhibit C (the "License Fee") and shall be subject to the License Fee Terms
     specified in Exhibit C.  LICENSEE  agrees to notify  CELERITY in writing at
     least 30 days in  advance  of any  increase  in the  number  of  LICENSEE's
     Computer(s),  Site(s),  or  User(s)  for the  software,  at which  time the
     preparation  of a new  Exhibit  B and/or  Exhibit C will be  required,  and
     LICENSEE shall concurrently  therewith,  pay to CELERITY additional license
     fees, if any as described on Exhibit C. LICENSEE agrees that CELERITY shall
     have the right at any time to access each computer upon which  LICENSEE has
     installed the Software to enable and permit CELERITY to verify the accuracy
     of Exhibit B and Exhibit C to this Agreement.

5.   Maintenance. CELERITY will, at the option of LICENSEE, provide the services
     outlined in this Provision 5 beginning from the date of LICENSEE Acceptance
     of the  Software  through  April 1, 2000,  and  thereafter  upon payment of
     annual  license  renewal fees  specified in Section 6,  CELERITY  agrees to
     provide  all new  releases of the  Software  and new

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     documentation and to provide  reasonable  on-going  telephone  consultation
     during Celerity's normal business hours.  CELERITY  additionally  agrees to
     provide program  corrections for any Software error reported and determined
     to be in its Software(s),  documentation,  or operational procedures. These
     corrections will be provided in a timely fashion using  reasonable  efforts
     and will be provided without any direct cost to the LICENSEE. CELERITY will
     provide program corrections,  updates, enhancements and all new releases of
     the Software by either installing these items on LICENSEE's  Computer(s) or
     by electronic transmission through the modem without conveyance of title or
     possession of any physical storage media.  Should the error be found not to
     be  in  CELERITY's  Software,  documentation,  or  operational  procedures,
     however, the LICENSEE will be billed for consulting time at published rates
     and, the actual travel and living costs incurred by CELERITY.

              Maintenance Election:       Yes [X]     No [_]

6.   Annual License Renewal Fee. Annual License Renewal fees shall be payable as
     follows:  LICENSEE's  first payment under this term will be due on April 1,
     2000.  LICENSEE's  second  payment under this term will be due one (1) year
     from the VMI and Q&S DDI Acceptance of the Software. Annual License Renewal
     fees will be billed  ninety  (90) days in advance of the due date and,  may
     only be canceled with 30 days notice prior to the due date.  Annual License
     Renewal fees,  will become due and payable  thereafter  in each  subsequent
     year on or before the anniversary  date ("due date") of the VMI and Q&S DDI
     Acceptance  of the  Software . The  annual  license  renewal  fee is twelve
     percent  (12%) of the then  current list price of the  LICENSEE's  Software
     configuration.  The annual license  renewal fee can not, in any twelve (12)
     month period,  increase by an amount  greater than the most current  annual
     increase  in the  Consumer  Price  Index For Urban  Wage  Earners  CPI-W as
     published by the Bureau Of Labor Statistics, U.S. Department Of Labor. This
     fee  provides  for the  continued  use of the  Software,  and  entitles the
     LICENSEE  to all the  services  outlined in Section 5,  Maintenance,  for a
     period of one year from the due date or as otherwise provided herein.

7.   Warranty.  CELERITY  warrants  that,  for one  hundred & eighty  (180) days
     following DDI Acceptance of the Software,  the Software will conform in all
     material  respects to the  specifications  contained  in the  documentation
     initially  furnished  to the  LICENSEE  and as  amended  from time to time.
     CELERITY's sole responsibility under this warranty shall be, at its option,
     to correct or replace that  portion of the Software  which fails to conform
     to said warranty or to refund the license fee paid, provided, however, that
     the  LICENSEE  has  reported  in  writing to  CELERITY  any defect or error
     claimed to be a breach of  warranty  within  ninety  (180)  days  following
     acceptance  of the  Software by LICENSEE.  CELERITY  will have no liability
     under the  foregoing  warranty if (1) the  LICENSEE  modifies  the Software
     without  CELERITY's prior written  consent,  (2) the LICENSEE fails to give
     CELERITY  written  notice  of the  claimed  breach of  warranty  or (3) the
     failure  to  conform  is  caused  in whole or part by  persons  other  than
     CELERITY or by products,  equipment or computer  programs not  furnished by
     CELERITY.

     THE EXPRESSED  WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES
     GIVEN BY CELERITY  WITH  RESPECT TO THE  SOFTWARE  FURNISHED  TO  LICENSEE.
     CELERITY MAKES NO OTHER WARRANTIES,  EXPRESS,  IMPLIED OR ARISING BY CUSTOM
     OR TRADE USAGE, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF
     FITNESS FOR ANY PARTICULAR PURPOSE. CELERITY'S EXPRESS WARRANTIES SHALL NOT
     BE  ENLARGED,  DIMINISHED  OR AFFECTED BY, AND NO  OBLIGATION  OR LIABILITY
     SHALL ARISE OUT OF  CELERITY'S  RENDERING  OF  TECHNICAL OR OTHER ADVICE OR
     SERVICE IN CONNNECTION WITH THE SOFTWARE.

     Copyright  or  Patent  Infringement:  In the  event of any  claim  that the
     licensed  Software  infringes any valid United States  copyright or patent,
     provided that Celerity is promptly  notified of such claim, is permitted to
     control the defense of such claim and receives  full  cooperation  from the
     LICENSEE in connection with such defense,  Celerity will at its own expense
     take such  action as it  reasonably  determines  to be  required  to defend
     against or, at is option,  settle such claim.  If in any suit or proceeding
     based on such  claim  the  licensed  Software  is held to  infringe  such a
     copyright or patent,  Celerity  shall,  at its own option and expense,  (1)
     promptly  procure the right for continued Use of such licensed  Software by
     User,  (2)  promptly  replace or modify such  licensed  Software so that it
     becomes  non-infringing  or (3) return to LICENSEE all payments  made under
     this Agreement and terminate the license granted hereunder.

     CELERITY's  liability  in  contract  or  otherwise  arising  out  of  or in
     connection  with the Software or services  under this  Agreement  shall not
     exceed the fees paid to  CELERITY by the  LICENSEE  within  preceding  nine
     months with  respect to the said  Software or  services.  IN NO EVENT SHALL
     CELERITY  BE  LIABLE  FOR  SPECIAL  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES
     RESULTING  FROM  LOSS OF USE,  LOSS OF DATA,  LOSS OF  PROFITS,  OR LOSS OF
     BUSINESS  ARISING  OUT OF OR IN  CONNECTION  WITH  THE  PERFORMANCE  OF THE
     SOFTWARE OR CELERITY'S  PERFORMANCE OF SERVICES OR OF ANY OTHER OBLIGATIONS
     RELATING  TO THE  SOFTWARE,  EVEN  IF  CELERITY  HAS  BEEN  ADVISED  OF THE
     POSSIBLITY OF SUCH DAMAGES.

8.   Title  Warranty.  Celerity hereby warrants and represents that the licensed
     Software is the  property of CELERITY  and  CELERITY has the power to grant
     the license hereunder.


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9.   Hiring of Employees.  LICENSEE and CELERITY each  acknowledge that it would
     receive  substantial  value and that the  other  would be  deprived  of the
     benefits of its work force if it were to solicit or hire the other  party's
     current  employees and consultants or prior employees and consultants for a
     period of 24 months from the last date that they  worked for either  party.
     LICENSEE and CELERITY further agree to notify each other immediately,  upon
     solicitation of the other's current and prior employees and consultants, to
     give the  affected  party the  opportunity  to retain  such  employees  and
     consultants.  It is further  acknowledged  that any breach of such terms or
     provisions  of this Section 9 would  result in injury to the  non-breaching
     party  that would be  difficult  or  impossible  to  accurately  ascertain.
     Therefore,  because of the impossibility of ascertaining actual damages, it
     is agreed that in the event of a breach of any provision of this section by
     either party,  the breaching party will pay to the other party with respect
     to each such breach the sum of Seventy Five Thousand  dollars  ($75,000) as
     liquidated damages and not as a penalty.  The parties agree that the amount
     of   liquidated   damages   specified   herein   represents   a  reasonable
     approximation  of the  damages,  which  would be  incurred as a result of a
     breach of this Section.

10.  Confidentiality;  Protection of Trade Secrets.  LICENSEE  acknowledges that
     the Software,  all related  materials and  information,  and all associated
     intellectual  property rights,  are and shall remain the exclusive property
     of CELERITY,  and that CELERITY  holds all United States and  international
     copyright  interests therein,  the Software being treated as an unpublished
     work.  LICENSEE  further  acknowledges  that the  Software  and all related
     materials and information are treated by CELERITY as secret and proprietary
     information  of CELERITY of  substantial  value.  LICENSEE  shall hold such
     Software,  related  materials and information in confidence,  and shall not
     use,  copy,  or disclose,  nor permit any of LICENSEE's  Personnel,  or any
     third party  resources to use,  copy,  or disclose the same for any purpose
     that is not specifically  authorized  under this Agreement.  LICENSEE shall
     require  that the  Software be kept on  LICENSEE's  premises  in  separate,
     secured drawers or cabinets.  LICENSEE shall limit use of and access to the
     Software and related  materials and information to LICENSEE's  Personnel or
     third party  resources whom LICENSEE has reason to believe are  trustworthy
     and are  directly  involved  in the use,  support  and  maintenance  of the
     Software.  LICENSEE shall hold in confidence, and shall not disclose to any
     other  person  or  entity,  the  terms and  provisions  of this  Agreement,
     including but not limited to the financial terms embodied herein.  CELERITY
     acknowledges  the  competitive  nature  of  LICENSEE's   business  and  the
     competitive  advantage realized through  implementation of the Software. As
     such, CELERITY agrees not to provide those companies listed in Exhibit D, a
     license to use the  Software  for at least a three (3) year period from the
     Effective Date of this Agreement.

11.  Publicity  Rights.  CELERITY  may  include  LICENSEE in its  marketing  and
     promotional  efforts after providing  LICENSEE  five-(5) days notice of its
     intent. Agreement will not be unreasonably withheld.

12.  Termination.  In the  event  of a  material  breach  by  LICENSEE  of  this
     Agreement  or a material  breach of any  associated  Professional  Services
     Agreement  entered into between  CELERITY and LICENSEE,  CELERITY will give
     LICENSEE written notice of such material breach.  If LICENSEE fails to cure
     such material  breach within thirty (30) days after receipt of such notice,
     this  Agreement  shall  forthwith  terminate,   the  license  fee  will  be
     forfeited,  and all rights  granted to LICENSEE  hereunder  shall revert to
     CELERITY.  Promptly upon such termination of this Agreement,  LICENSEE must
     return or destroy,  as requested  by  CELERITY,  all copies of the Software
     (whether  modified or  unmodified),  and all copies of other  materials and
     information related to the Software which are in LICENSEE's possession.  In
     the event of termination of this Agreement, the obligations,  restrictions,
     and  prohibitions  contained  in  Sections  4, 6, 10,  and 11 hereof  shall
     survive such  termination as necessary to effectuate  their  purposes,  and
     shall  bind  the  parties  and  their  respective  legal   representatives,
     successors and assigns.

13.  Miscellaneous.

     A.   Term.  The term of this Agreement will commence on the date hereof and
          will  continue  as set forth in  Section 2 (Grant of  License)  unless
          earlier terminated as provided in Section 12 (Termination).

     B.   Assignment/Sublicense.  Except as  specifically  provided in Section 3
          hereof,  this  Agreement  and the  rights and  obligations  may not be
          assigned, transferred, pledged or hypothecated in any manner by either
          of the parties  hereto,  whether  voluntarily  or by operation of law,
          without the prior  written  consent of the other party  provided  that
          either party may assign this Agreement and its rights and  obligations
          hereunder to a purchaser of all or substantially  all of its assets or
          pursuant to a merger or similar reorganization.

     C.   Taxes. LICENSEE shall pay any and all federal,  state and local sales,
          use and other taxes and charges, however designated, levied or imposed
          on the  license of the  Software  or  resulting  from this  Agreement,
          except taxes based upon CELERITY's net income and payroll.

     D.   Force Majeure.  Except for the obligations  described in Section 4 and
          Section 6 hereof,  and in Exhibit C hereto,  neither party shall be in
          default  if its  delay  in  performing,  or  failure  to  perform  any
          obligation  hereunder is caused by supervening  conditions beyond that
          party's  reasonable  control,  including acts of God, civil commotion,
          communications   line   failure,    and   governmental   demands   and
          requirements.

     E.   Entire Agreement;  Amendments. This Agreement, together with any other
          agreements  between the parties  hereto which have been  identified in
          the Master Agreement,  constitute the entire  contractual  arrangement
          between  CELERITY  and  LICENSEE  pertaining  to the  subject  matters
          thereof, and there are no other representations, warranties, covenants
          or  obligations  except as explicitly  set forth in each of them.  All
          other prior or contemporaneous agreements, representations,


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          proposals,  understandings,  negotiations and discussions,  written or
          oral, are hereby  superseded and merged therein.  This Agreement,  and
          other agreements  identified in the Master  Agreement,  may be amended
          only in writing executed by both parties.

     F.   General Interpretation. The terms of this Agreement and the words used
          herein shall be deemed to be the language chosen by the parties hereto
          to express their mutual intent.  Therefore,  this  Agreement  shall be
          construed   without  regard  to  any  presumption  or  rule  requiring
          construction  against the party  causing the  Agreement or any portion
          thereof to be drafted, or in favor of the party receiving a particular
          benefit under this Agreement.

     G.   Captions.  The captions of the sections of this Agreement are intended
          and  inserted  solely  for  reference  purposes,   and  shall  not  be
          interpreted to govern, limit or aid in the construction of any term or
          provision hereof.

     H.   Binding Effect.  Subject to Section 3 and Sub Paragraph B above,  each
          and all of the provisions of this Agreement  shall be binding upon and
          inure to the  benefit  of the  parties  hereto  and  their  respective
          successors, personal representatives and assigns.

     I.   Governing  Law. This  Agreement  will be governed by and construed and
          enforced in accordance with the laws of and under the  jurisdiction of
          the  State  of  Illinois,  without  reference  to  the  choice  of law
          principles thereof.

     J.   Notices.  All notices,  requests,  demands,  and other  communications
          under this  Agreement  shall be in writing  and will be deemed to have
          been duly  given or made  upon  receipt  by  certified  mail,  postage
          prepaid, return receipt requested, to the parties at the addresses set
          forth  above,  or to such other  address as each party may  specify in
          writing to the other.

     K.   Source Code Escrow.  CELERITY and LICENSEE shall mutually agree to the
          appointment of a software escrow agent. CELERITY will deposit with the
          escrow agent the then most current version of the Software, along with
          any and all technical and user documentation in machine-readable form,
          within  10  business  days  of,  Contract  Execution,   Completion  of
          Programming  and Unit Test,  Completion  of First  Factory  Acceptance
          Test,  Completion of Factory  Acceptance  Test for the Vendor  Managed
          Inventory and Quoting & Sourcing  Modules.  Should  CELERITY or any of
          its successor  organizations cease to do business for any reason or be
          rendered  incapable  of  providing   technical  support  in  a  manner
          consistent  with  the  Terms of this  Agreement,  the  LICENSEE,  upon
          request in writing to the escrow agent,  shall receive delivery of the
          then most current  source code for the  System(s)  within  thirty (30)
          days of the date of LICENSEE's request.

          a)   Events of  Bankruptcy  and  Receivership.  For  purposes  of this
               Agreement,  the  following  shall  be  deemed  to be  "Events  of
               Bankruptcy" of CELERITY;  (i) if CELERITY becomes  "insolvent" as
               defined  in  Title  11  of  the  United  States  Code,   entitled
               "Bankruptcy",  11 U.S.C.  Section 101 et seq., as amended, or any
               successor statute  (hereinafter called the "Bankruptcy Code"), or
               under the insolvency laws of any state, district, commonwealth or
               territory  of the  United  States  of  America  (hereinafter  the
               "Insolvency  Laws");  or  (ii)  if  CELERITY  files  a  voluntary
               petition under the Bankruptcy Code or Insolvency  Laws,  which is
               not dismissed  within  thirty (30) days of filing,  or results in
               the issuance of an Order for Relief against the debtor.

          b)   Return of Escrowed  Property.  Upon the occurrence of an Event of
               Bankruptcy,  or if CELERITY  takes  advantage  of any  Insolvency
               Laws,  then in any such event,  CELERITY  agrees  immediately  to
               surrender and return,  or  immediately to cause to be surrendered
               and returned, to LICENSEE all software,  instruments,  documents,
               contracts,  things  and any form of  proprietary  information  or
               trade secret (as such terms may be defined  under the laws of the
               State  governing  this  Agreement)   (hereafter,   the  "Escrowed
               Property")  relating to  LICENSEE  and in the  possession  of the
               Software  Escrow Agent.  CELERITY and LICENSEE  hereby agree that
               the  Escrowed  Property  shall not  constitute  "property  of the
               estate"  as  such  term  is  defined  under  Section  541  of the
               Bankruptcy Code.

     L.   Severability. In the event that any of the terms or provisions of this
          Agreement is, or becomes,  or is declared to be invalid or void by any
          court  or  tribunal  of  competent   jurisdiction,   such  term(s)  or
          provision(s)  shall be deemed  severed from this  Agreement and all of
          the remaining  terms and provisions  hereof shall remain in full force
          and effect.

     M.   Waiver. Any delay or omission by either party to exercise any right or
          remedy under this  Agreement  will not be considered to be a waiver of
          that or any other right or remedy contained in this Agreement.  Except
          as  otherwise  explicitly  stated  in  this  Agreement,   all  of  the
          respective  rights of the parties are  cumulative and may be exercised
          separately or concurrently.

     N.   Prevailing  Party:  If either  party hereto  institutes  any action or
          proceeding in court in order to enforce any of the provisions  hereof,
          or any  action  for  damages  by reason of any  alleged  breach of any
          provision hereof, then, as between


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          the two parties, the prevailing party in any such action or proceeding
          shall be  entitled  to receive  from the losing  party its  reasonable
          litigation  costs or  expenses,  including  but not  limited  to, such
          amount as the court may adjudge as  reasonable  attorney's  fees.  For
          purposes of this section,  the term "prevailing  party" shall mean the
          party whose original  request for relief most nearly  approximates the
          final outcome of the action, including any settlement thereof.


          IN WITNESS WHEREOF,  the parties have executed this Agreement,  on the
          date first above written.



Celerity Solutions, Inc. (CELERITY)

By:   /s/ Luda Kopeikina
      --------------------------------
Name:  Luda Kopeikina
      --------------------------------
Title:  CEO           9/30/98
      --------------------------------


Distribution Dynamics, Inc. (LICENSEE)

By:   /s/ Larry DelSanto
      --------------------------------
Name:  Larry DelSanto
      --------------------------------
Title: President / CEO
      --------------------------------


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                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement
                                    Exhibit A
                               "Licensed Programs"


"Licensed  Program"  shall  mean the  Software  as it  exists  as of the date of
Acceptance,  as defined in the SOFTWARE  License  Agreement  and consists of the
following application modules:

o    Sales Order Management
o    Supply Chain Planner
o    Purchase Order Management
o    Material Requests Management
o    Inventory Control
o    Accounts Payable Vendor File,  Accounts  Receivable  Customer File, Control
     General Ledger
o    Warehouse Management System


Celerity Solutions, Inc.                            Distribution Dynamics, Inc.
(CELERITY)                                          (LICENSEE)

By:      /s/ L. Kopeikina                           By:  /s/ Larry DelSanto
         ----------------                                ------------------
Name:    Luda Kopeikina                             Name: Larry DelSanto
         ---------------                                  --------------
Title:   President / CEO                            Title: President/ CEO
         ---------------                                   --------------
Date:    September 30, 1998                         Date: September 30, 1998
         ------------------                               ------------------



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                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement
                             Exhibit B & C Combined
                 "Designated Hardware Configuration & Locations"

Server  recommendations  are  based  on the  CLIENT'S  initial  data  concerning
facility  sizes,  number  of users  and  transaction  volumes  as at the time of
signing this Agreement.  Should the current data or site configuration change or
other  significant  facts be  discovered,  these server  recommendations  may be
subject to change:

--------------------------------------------------------------------------------
   WMS Site Type                                                  Server Type
--------------------------------------------------------------------------------
Warehouse Location                   25 Sites                  17 Type 1 Servers
--------------------------------------------------------------------------------
                                                               2 Type 2 Servers
--------------------------------------------------------------------------------
                                                               3 Type 3 Servers
--------------------------------------------------------------------------------
                                                               3 Type 4 Servers
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Continuum Site Type                Sites Served                   Server Type
--------------------------------------------------------------------------------
 Central Location           All Sites at Six Divisions         6 Type 2 Servers
--------------------------------------------------------------------------------

Delivery of Software:  CELERITY  will provide the  Software,  including  any new
releases,  enhancements and modifications  thereof,  by downloading the Software
onto the LICENSEE's designated servers in California without conveyance of title
or possession of any physical storage media.


       Celerity Solutions, Inc./Software License Agreement #SLA980908-DDI
                                       2
<PAGE>


                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement
                             Exhibit B & C Combined
                "Designated Hardware Configurations & Locations"

                            Server Type Definitions:

--------------------------------------------------------------------------------
Server Type 1  Base NT server, single 333 MHz CPU, 512M RAM, 4GB disk for O/S, 9
               GB disk for data, 4/8 GB DAT (ProLiant  3000 series),  Windows NT
               Server 4.0, Backup Exec software
--------------------------------------------------------------------------------
Server Type 2  Medium  to Large NT  server,  dual 333 MHz  CPUs,  1GB RAM,  4 GB
               mirrored O/S (8 GB total), 12 GB disk in RAID (8GB useable),  4/8
               GB DAT, redundant power supply (ProLiant 3000 series), Windows NT
               Server 4.0, Backup Exec software
--------------------------------------------------------------------------------
Server Type 3  Base Alpha  1200 UNIX  server,  dual  533MHz  CPUs,  768MB RAM, 3
               channel SCSI RAID controller,  16GB disk (12 GB useable),  4/8 GB
               DAT,  manuals,  monitor,  O/S  license  (No CPU  expansion  slots
               available)
--------------------------------------------------------------------------------
Server Type 4  Alpha  4100 UNIX  server,  dual 466 MHz CPUs,  1GB RAM,  Pedestal
               configuration,  redundant power supply, 20/40 GB SCSI tape drive,
               52 GB disk (36 GB data, 8 GB mirror O/S,  RAID,  hot  backup),  3
               channel SCSI RAID  controller,  monitor,  manuals,  cables,  etc.
               (expansion to 4 CPUs total possible)
--------------------------------------------------------------------------------
Server Type 5  Alpha  8200 UNIX  server,  dual 625 MHz CPUs,  2 GB RAM,  cabinet
               configuration,  redundant power supplies,  20/40 SCSI tape drive,
               52 GB disk (36 GB data, 8 GB mirror O/S,  RAID,  hot  backup),  3
               channel SCSI RAID controller,  monitor, manuals, cables (includes
               installation) (expansion to 6 CPUs total possible)
--------------------------------------------------------------------------------


       Celerity Solutions, Inc./Software License Agreement #SLA980908-DDI
                                       3
<PAGE>


                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement
                             Exhibit B & C Combined
                 "Designated Hardware Configurations & Locations"

                      Software License Fee Payment Schedule


This attachment to Exhibit 10.56 has not been included pursuant to the Company's
request for confidential  treatment,  pursuant to the Freedom of Information Act
Rule 17CFR Section 200.83.


       Celerity Solutions, Inc./Software License Agreement #SLA980908-DDI
                                       4
<PAGE>



                            CELERITY SOLUTIONS, Inc.

                           Software License Agreement
                                    Exhibit D
                                "Competitor List"


This attachment to Exhibit 10.56 has not been included pursuant to the Company's
request for confidential  treatment,  pursuant to the Freedom of Information Act
Rule 17CFR Section 200.83.



       Celerity Solutions, Inc./Software License Agreement #SLA980908-DDI
                                       5
<PAGE>


EXHIBIT 10.56, CONTINUED

                            CELERITY SOLUTIONS, Inc.
                         Professional Services Agreement


This is an  Agreement  dated as of  September  1,  1998 (the  "Effective  Date")
between Celerity Solutions,  Inc., a corporation  incorporated under the laws of
Delaware, having its principal place of business at 200 Baker Avenue, Suite 300,
Concord,  Massachusetts,  01742 ("CELERITY"),  and Distribution Dynamics,  Inc.,
having its principal  place of business at 1676 N.  California  Suite 400 Walnut
Creek, CA 94596 (the "CLIENT").

CELERITY is in the business of  providing  software  products  and  professional
services. The term "Professional  Services" shall mean the services which CLIENT
shall authorize CELERITY to perform from time to time, as identified on "Exhibit
A" hereto,  including but not limited to  management,  consulting,  analysis and
design,  installation,  development and/or enhancement of computer programs, and
testing.  The term  "Charges"  shall mean the fees and charges,  as set forth in
"Exhibit B" hereto,  which  CUSTOMER  agrees to pay to CELERITY  for  CELERITY's
Professional Services.

CLIENT  is  currently  licensed  or is  obtaining  a license  to use  CELERITY's
proprietary   Continuum  and  WMS  Software  (the  "Licensed   Software")  under
CELERITY's  Software  License  Agreement.  CLIENT  wishes to engage  CELERITY to
integrate changes into the Licensed Software in accordance with any Professional
Services  provided under the terms of this Agreement.

In  consideration  of the foregoing and the mutual  covenants  contained  below,
CELERITY and CLIENT agree as follows:

                                   ----------

     0    Services.   CELERITY   shall  provide   Professional   Services  in  a
          professional  and  workman-like  manner as  authorized  by CLIENT  and
          identified on Exhibit A hereto.  CLIENT agrees to fully cooperate with
          CELERITY in regard to CELERITY's  performance of Professional Services
          under this Agreement,  and to take any reasonable actions necessary to
          enable CELERITY to perform such Professional  Services in an effective
          and  efficient  manner.  

          The software and documentation  developed by CELERITY pursuant to this
          Agreement  shall  become  part of the  Licensed  Software  within  the
          meaning of the  CLIENT's  Computer  Software  License  Agreement  with
          CELERITY,  except that the terms of this  Agreement  shall govern with
          respect to CELERITY's  warranty of such software and documentation and
          the limitations of liability associated therewith.

     1    Charges.  After January 1, 2000,  CELERITY's  standard  charges as set
          forth in Exhibit B, are  subject to change and at anytime  thereafter,
          following  ninety days written notice by CELERITY.  CLIENT also agrees
          to  reimburse  CELERITY  for  disbursements  such as travel  expenses,
          telephone calls, supplies,  transportation,  secretarial and messenger
          services,   provided  they  are  incurred  in   connection   with  the
          performance  of  Professional   Services  hereunder  at  actual  cost.
          Invoices covering Professional Services performed and charges incurred
          by CELERITY will be issued on a monthly  basis and are payable  within
          ten days of the invoice date. A ten (10) percent  interest charge will
          be charged for all fees that are past due. In the event of termination
          as provided in Section 3 of this  Agreement,  CLIENT agrees to pay for
          all  services  performed  by  CELERITY  up to the  effective  date  of
          termination and any other applicable  termination fees within ten (10)
          days of such termination.

          In addition to any other sums payable  hereunder,  CLIENT shall pay to
          or reimburse  CELERITY upon demand as  applicable,  an amount equal to
          any  taxes,  however  designated,  arising  from or  based  upon  this
          Agreement or the goods or services provided hereunder, including sales
          and/or use tax, local privilege or excise tax, tariff,  duty, property
          tax or assessment and related interest and penalties,  if any, imposed
          by any  governmental  authority  at any time,  but not taxes  based on
          CELERITY's net income.

     2    Term and  Termination.  This Agreement  shall become  effective on the
          Effective  Date and shall  continue in effect until the  expiration of
          the  warranty  period set forth in Section 7 of the  Software  License
          Agreement  unless  terminated  in accordance  with this Section.  This
          Agreement  may be terminated  at any time by mutual  agreement,  or by
          either party by giving thirty days prior written notice.  Either party
          may  terminate  this  Agreement  for  cause by giving  written  notice
          provided  that the party that is receiving  the notice does not remedy
          the cause  within  thirty  (30)  days.  Upon  payment by CLIENT of all
          outstanding fees, CELERITY shall return all CLIENT-supplied  materials
          to CLIENT.

          If this  Agreement is  terminated  in  accordance  with the  preceding
          paragraph,  and  provided  CLIENT  has paid  all fees due to  CELERITY
          hereunder and is in full  compliance  with this Agreement and with its
          other contracts with CELERITY,  CLIENT shall have the right to use the
          results  of the  integration  of the  Licensed  Software  as have been
          completed by CELERITY as of the termination date.


       Celerity Solutions, Inc./ Software Licence Agreement #PSA980908-DDI
<PAGE>


3    Client Responsibilities

4.1 CLIENT Data: All CLIENT-supplied source materials,  including data, programs
and supplies,  must  necessarily  be machine  processable  and  compatible  with
CELERITY's equipment and techniques. The CLIENT agrees that CELERITY may examine
and/or test CLIENT materials at CLIENT's expense to determine processability and
compatibility with CELERITY's equipment and data processing  techniques.  If any
such  materials  are  incorrect,  incomplete,  not  machine  processable  or not
compatible  with  CELERITY's  equipment  or  techniques,  CLIENT  agrees  to pay
CELERITY at CELERITY's prevailing rates to perform the work necessary to prepare
such materials for  utilization by CELERITY.  In such an event,  or in the event
CLIENT's  materials are not received in accordance  with agreed upon  schedules,
CELERITY will exercise its best efforts in rescheduling CLIENT's work and CLIENT
agrees to extend schedule  completion dates appropriately and pay for additional
expense, if any, incurred by CELERITY as a result.

If any CLIENT initiated changes to Exhibit A of this Agreement  provides for the
development  of a new  program by  CELERITY,  CLIENT  agrees,  if  requested  by
CELERITY, to submit to CELERITY sufficient test data to test all aspects of such
program to establish  satisfactory  program performance prior to its utilization
for data processing hereunder. Such program testing and CLIENT's approval of the
test  results will  establish  CLIENT's  acceptance  of the  developed  program,
subject to the performance requirements of Section 6 of this Agreement. CELERITY
may require such  acceptance  by CLIENT in writing as a condition of  CELERITY's
further performance under this Agreement.

4.2 Liaison:  CLIENT shall assign one or more Designated  Representatives.  Such
person(s)  shall have the duty of acting as the point of contact  with  CELERITY
personnel  to  facilitate  the  expeditious  execution of the work called for in
Exhibit A and any future CLIENT initiated changes to Exhibit A, attached hereto.
Such person shall be empowered to request  modifications  or  alterations of the
services performed, in the form and using any procedures established by CLIENT ,
and  shall  also be the  person  to whom  any  communications  relating  to this
Agreement,  its Exhibits, or the performance thereunder may be directed.  CLIENT
may designate one or more replacement Designated  Representatives at any time by
so notifying CELERITY in writing.


4.3  Solicitation  Of Employees:  CLIENT and CELERITY each  acknowledge  that it
would  receive  substantial  value and that the other  would be  deprived of the
benefits  of its work  force if it were to  solicit  or hire the  other  party's
current  employees and  consultants  or prior  employees and  consultants  for a
period of 24 months from the last date that they worked for either party. CLIENT
and CELERITY further agree to notify each other  immediately,  upon solicitation
of the other's current and prior employees and consultants, to give the affected
party the  opportunity to retain such employees and  consultants.  It is further
acknowledged  that any breach of such terms or  provisions  of this  Section 4.3
would  result in injury to the  non-breaching  party that would be  difficult or
impossible to accurately ascertain.  Therefore,  because of the impossibility of
ascertaining  actual damages,  it is agreed that in the event of a breach of any
provision of this section by either party,  the breaching  party will pay to the
other party with  respect to each such breach the sum of  seventy-five  thousand
dollars ($75,000) as liquidated damages and not as a penalty.  The parties agree
that the amount of liquidated  damages  specified herein represents a reasonable
approximation of the damages, which would be incurred as a result of a breach of
this Section.

4 CELERITY Responsibilities

5.1 CELERITY Personnel: CELERITY reserves the right to determine which of its or
its subcontractor's personnel shall be assigned to any particular project and to
replace or reassign such personnel  during a project.  CELERITY and CLIENT agree
that CLIENT shall have the right to exercise a veto over any and all replacement
personnel proposed by CELERITY,  until mutually acceptable replacement personnel
have been identified.  CLIENT assumes full  responsibility for any impact on the
project schedule due to a personnel veto.  CELERITY assumes  responsibility  for
compensating its personnel and  subcontractors  providing services hereunder and
will ensure that all  deductions  required of  employers  by state,  federal and
local laws,  including deductions for social security and withholding taxes, and
contributions  for unemployment  compensation  funds, are made and that standard
workmen's compensation and liability insurance is obtained.

Each party to this  Agreement  is an  independent  contractor  and not an agent,
servant,  partner or joint venturer with the other party,  for any purpose,  and
neither  party by  virtue  of this  Agreement  shall  have any  right,  power or
authority to act or create any  obligation,  expressed or implied,  on behalf of
the other party.


       Celerity Solutions, Inc./ Software Licence Agreement #PSA980908-DDI
                                       2

<PAGE>


5.2 Progress  Reports:  CELERITY shall submit written progress reports to CLIENT
not less  frequently  than once each two (2) calendar weeks during the first six
(6) months of the term of this  Agreement,  and after the expiration of said six
month period, as often as requested by CLIENT,  but no more frequently than once
per  calendar  month.  Each of such  progress  reports  shall  contain a section
describing the methodology used by CELERITY in estimating its costs and charges,
and comparing  actual charges accrued by CELERITY with any previously  developed
budget or estimate  for such  period.  If CLIENT or CELERITY  has  specified  an
estimate  of  payments  to be made for the  services  to be rendered by CELERITY
under  Exhibit  A  of  this  Agreement,  and  it  becomes  apparent  during  the
performance  of such  services  that the cost of  completion  will  exceed  such
estimate,  CELERITY shall so advise CLIENT as far in advance as possible. CLIENT
shall  thereupon  have ten days within  which to request  CELERITY in writing to
cease  further  work  (provided  that CLIENT  shall  remain  fully liable to pay
CELERITY for work performed theretofore). If CLIENT does not make such a request
within the ten day period, CELERITY shall proceed to completion of the services.


5.3 Data Safeguards:  All written information submitted by CLIENT to CELERITY in
connection  with services  performed by CELERITY under this  Agreement  which is
identified as  proprietary  information  will be  safeguarded  by CELERITY to at
least the same extent as CELERITY  safeguards like  information  relating to its
own business.

5 LIABILITY

6.1 Acceptance Testing: Acceptance Testing will be performed as specified in the
CLIENT's  General Design Study  document,  Version 1.0, dated 7/15/98,  on pages
1-40 and 1-41.  CLIENT  acknowledges  that acceptance  testing must be completed
promptly.  At the  conclusion of the  acceptance  test,  CLIENT shall present to
CELERITY a complete list of any failures by the software to meet the  acceptance
test. If the software does not pass the acceptance test,  CELERITY shall correct
such deficiency promptly following consultation with CLIENT regarding the manner
in which the software  fails the acceptance  test. The time and expense  charges
for such  corrections  shall be billed to CLIENT,  excepting those cases wherein
the  need  for  corrections  arises  from an  inherent  defect  in the  Licensed
Software, in which case the costs of any corrections shall be borne by CELERITY.
CLIENT shall be deemed to have  accepted the software when the listed errors are
corrected  and  no  new  errors  have  been  introduced  as  a  result  of  such
corrections.  Notwithstanding the foregoing, use of the software in a production
environment constitutes immediate acceptance.

6.2 Standard Of Care:  CELERITY  will perform all services  required  under this
Agreement in a manner consistent with generally  accepted standards for the data
processing and allied services industry.

6.3 Warranty: CELERITY makes no warranties whatsoever,  express or implied, oral
or written,  including but not limited to implied  warranties of merchantability
and  fitness  or  adequacy  for  a  particular   purpose  with  respect  to  any
Professional Services performed by CELERITY pursuant to this Agreement.

CELERITY  makes  no  warranty  to any  third  parties  concerning  the  services
performed hereunder.  CELERITY does not authorize CLIENT to obligate CELERITY to
any third party in any manner.

6.4 Limitation Of Liability:  CELERITY shall be liable for loss,  destruction or
damage of  CLIENT-supplied  materials  only if due to the negligence of CELERITY
and then  only to the  extent  of  restoring  the lost,  destroyed,  or  damaged
materials.  CLIENT agrees to keep a copy of all  materials  provided to CELERITY
such  that  CELERITY  will not at any time  have the only  existing  copy of any
CLIENT-supplied  information.  CELERITY  shall  not be  liable  for  failure  to
provide, or delays in providing,  services hereunder, if due to any cause beyond
CELERITY's reasonable control.

THE WARRANTIES IN THIS SECTION 6 ARE EXPRESSLY IN LIEU OF ALL OTHER  WARRANTIES,
EXPRESS OR IMPLIED  WITH  REGARD TO ANY GOODS OR  SERVICES  PROVIDED  HEREUNDER,
INCLUDING  BUT NOT LIMITED TO ANY WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR USE OR PURPOSE.

IN NO EVENT SHALL  CELERITY BE LIABLE FOR ANY INDIRECT,  SPECIAL OR EXEMPLARY OR
CONSEQUENTIAL  DAMAGES IN CONNECTION  WITH OR ARISING OUT OF THE  PERFORMANCE OF
SERVICES  HEREUNDER OR THE USE OF THE SOFTWARE DEVELOPED OR MODIFIED PURSUANT TO
THIS  AGREEMENT  EVEN IF CELERITY HAS BEEN INFORMED OF THE  POSSIBILITY  OF SUCH
DAMAGES. CELERITY'S TOTAL LIABILITY FOR ANY CLAIM BASED UPON THIS CONTRACT SHALL
BE LIMITED TO  ONE-HALF OF THE AMOUNT OF FEES PAID BY CLIENT  HEREUNDER,  IN THE
NINE MONTHS PRIOR TO SUCH CLAIM.

6 PROPRIETARY RIGHTS

A complete  set of all  documentation  developed  by  CELERITY  pursuant  to the
services  performed  hereunder shall be made available to CLIENT upon completion
or termination of the services performed hereunder,  to be used by CLIENT on the
same terms and  conditions  as the  Documentation  provided  under the  Computer
Software License  Agreement.  All  documentation,  programs,  specifications and
applications  developed by CELERITY in  connection  with this  Agreement are and
shall remain the sole  property of CELERITY  and CELERITY  reserves the right to
use thereafter any ideas, techniques, or routines as may be developed during the
course of the services provided.


       Celerity Solutions, Inc./ Software Licence Agreement #PSA980908-DDI
                                       3

<PAGE>


Notwithstanding  anything  else  to the  contrary  in this  Agreement,  CELERITY
acknowledges  that the Licensed  Software  will be modified in the course of its
adaptation to CLIENT's  business,  and that the Licensed  Software may therefore
contain  elements  which  the  CLIENT  desires  to keep  confidential.  Celerity
acknowledges  the  competitive  nature of CLIENT's  business and the competitive
advantage  realized through  implementation of the Licensed  Software.  As such,
CELERITY  agrees not to provide the companies  listed on Exhibit C, a license to
use the  Licensed  Software  for at  least a three  (3)  year  period  from  the
Effective Date of this Agreement.

8. GENERAL

8.1  Assignment:  This  Agreement  and the  rights  and  obligations  may not be
assigned,  transferred,  pledged or  hypothecated in any manner by either of the
parties hereto,  whether  voluntarily or by operation of law,  without the prior
written  consent of the other party  provided  that either party may assign this
Agreement  and its rights and  obligations  hereunder  to a purchaser  of all or
substantially   all  of  its  assets  or   pursuant   to  a  merger  or  similar
reorganization.

8.2 Benefit: Except as herein expressly provided to the contrary, the provisions
of  this  Agreement  are  for the  benefit  of the  parties  hereto  (and  their
respective  successors and permitted  assigns) solely and not for the benefit of
any other person, persons or legal entities.


8.3 Waiver:  Either  party's  failure to insist in any instance  upon the strict
performance  by the  other of any of the  terms of the  Agreement  shall  not be
construed  as a  permanent  waiver  of  such  or of any of the  other  terms  or
provisions hereof.

8.4 Notice:  Except as otherwise provided herein, notice to a party hereto shall
be in  writing  and  deemed to have been  sufficiently  given or served  for all
purposes  hereof if personally  delivered or mailed by first class  certified or
registered  mail,  return  receipt  requested,  postage  prepaid,  or commercial
overnight  delivery  service,  at the  respective  addresses  set  forth  in the
preamble to this  Agreement,  or at such other address as the party to whom such
notice is directed  may have  designated  by like notice in writing to the other
parties  hereto.  A notice  shall be deemed to have been given  when  personally
delivered or, otherwise,  on the earlier of (i) three (3) days after the date on
which it is deposited in the mails, or (ii) the date on which it is received.

8.5 Complete  Agreement:  This Agreement  (including any Exhibits)  contains the
entire  understanding  between  CELERITY  and CLIENT with respect to the subject
matter  hereof,  and  supersedes  and  replaces  any and all  prior  agreements,
negotiations, proposals, or representations regarding the subject matter hereof.
No modification,  termination or waiver of any provision hereof shall be binding
upon a party  unless made in writing and  executed by an  authorized  officer of
such  party.  In  the  event  CLIENT  issues  a  purchase   order,   memorandum,
specifications  or other instrument  covering the  Professional  Services herein
provided,  it is hereby  specifically  agreed and understood  that such purchase
order,  memorandum,  specifications,  or  instrument  is for  CLIENT's  internal
purposes only and any and all terms and conditions  contained  therein,  whether
printed or written, shall be of no force or effect.

8.6  Authority:  Each party  represents  that it has full power and authority to
enter into and perform this Agreement and that the person signing this Agreement
on its behalf has been  properly  authorized  and  empowered  to enter into this
Agreement.

8.7 Construction:  Section headings appearing in this Agreement are inserted for
convenience of reference  only and shall not be construed to be  interpretations
of  text.  Wherever  possible,   each  provision  of  this  Agreement  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  hereof shall be  prohibited  by or invalid under any such
law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating or nullifying the remainder of such provision
or any other provisions of this Agreement.

8.8 Force Majeure:  Neither CELERITY nor CLIENT shall be responsible for failure
to fulfill  its  obligations  under  this  Agreement  due to acts of God,  labor
dispute, war, insurrection,  riot, nuclear disaster,  fire, earthquakes or other
causes beyond its  reasonable  control.

8.9 Governing Law; Jurisdiction:  This Agreement,  including the validity hereof
and the rights and obligations of the parties  hereunder,  shall be construed in
accordance  with  and  governed  in all  respects  by the  laws of the  State of
Illinois.  Each party  hereto,  to the extent that it may lawfully do so, hereby
consents to the  jurisdiction  of the courts of the State of Illinois as well as
to the  jurisdiction  of all courts  from which an appeal may be taken from such
courts,  for the purpose of any suit, action or other proceeding  arising out of
any  of  its  obligations   hereunder  or  with  respect  to  the   transactions
contemplated  hereby, and expressly waives any and all objections it may have as
to venue in any such  courts.  Each  party  further  agrees  that a summons  and
complaint  commencing  an action or  proceeding  in any of such courts  shall be
properly served and shall confer personal  jurisdiction if served  personally or
by  certified  mail to it at its  addresses  provided for in Section 8.5 of this
Agreement or as otherwise provided under the laws of the State of Illinois.

8.10 Mutual Indemnity:  Each of the parties hereto agrees to save,  indemify and
hold harmless the other, and each of its agents, servants, employees,  officers,
directors, shareholders,  affiliates, business invitees or consultants, from and
against all  actions,  claims,  costs,  damages,  judgements,  losses and suits,
including without exception,  all reasonable costs of suit, including accounting
fees,  attorney's  fees  or  investigatory  fees,  arising  from  and in any way
connected with any intentional tort or act of gross negligence committed by such
party or by one or more of its agents, servants, employees, officers, directors,
shareholders, affiliates, business invitees or consultants.


       Celerity Solutions, Inc./ Software Licence Agreement #PSA980908-DDI
                                       4

<PAGE>

8.11  Prevailing  Party:  If  either  party  hereto  institutes  any  action  or
proceeding  in court in order to enforce any of the  provisions  hereof,  or any
action for  damages by reason of any  alleged  breach of any  provision  hereof,
then,  as between the two parties,  the  prevailing  party in any such action or
proceeding  shall be entitled to receive  from the losing  party its  reasonable
litigation  costs or expenses,  including but not limited to, such amount as the
court may adjudge as reasonable  attorney's  fees. For purposes of this section,
the term  "prevailing  party"  shall mean the party whose  original  request for
relief most nearly  approximates the final outcome of the action,  including any
settlement thereof.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

             CELERITY SOLUTIONS, Inc.               DISTRIBUTION DYNAMICS, Inc.
             By: /s/ Luda Kopeikina                 By:    /s/ Larry DelSanto
             -------------------------              ----------------------------
             Name: Luda Kopeikina                   Name: Larry DelSanto
             -------------------------              ----------------------------
             Title: CEO                             Title: President/ CEO
             -------------------------              ----------------------------
             Date: 9/30/98                          Date: September 30, 1998


       Celerity Solutions, Inc./ Software Licence Agreement #PSA980908-DDI
                                       5

<PAGE>

                            CELERITY SOLUTIONS, Inc.

                         Professional Services Agreement
                                    Exhibit A
                      Description of Professional Services
                           Distribution Dynamics, Inc.

Description of Professional Services:

CELERITY will provide CLIENT with management,  consulting,  analysis and design,
installation,  development and/or enhancement of computer programs,  and testing
services  related  to the  implementation  of the  CELERITY  Continuum  and  WMS
software at CLIENT as outlined in the Functional and  Enhancement  Narratives of
the  Distribution  Dynamics  General Design Study,  Version 1.0 dated July 15th,
1998.


Celerity Solutions, Inc.                             Distribution Dynamics, Inc.
(CELERITY)                                           (CLIENT)

By:      /s/ L. Kopeikina                            By:  /s/ Larry DelSanto
Name:    Luda Kopeikina                              Name: Larry DelSanto
Title:   President / CEO                             Title: President/ CEO
Date:    September 30, 1998                          Date: September 30, 1998


    Celerity Solutions, Inc./Professional Services Agreement #PSA980908-DDI
                                       1
<PAGE>


                            CELERITY SOLUTIONS, Inc.

                         Professional Services Agreement
                                    Exhibit B
                    Description of Professional Service Fees
                           Distribution Dynamics, Inc.


Time and Materials Fees:

o    CELERITY Professional Services will be billed at:

     o    Flat Rate                                                   $135/hour

o    Once  monthly,  CELERITY  will bill CLIENT for the actual hours worked that
     period per the time and materials rate described above

o    Client  will  pay  CELERITY  for all  out-of-pocket  expenses  incurred  by
     CELERITY in connection with the Professional  Services performed under this
     Agreement. These expenses will be billed monthly by CELERITY

o    CLIENT agrees to pay CELERITY upon receipt of an invoice



Celerity Solutions, Inc.                             Distribution Dynamics, Inc.
(CELERITY)                                           (CLIENT)

By:      /s/ L. Kopeikina                            By:  /s/ Larry DelSanto
Name:     Luda Kopeikina                             Name: Larry DelSanto
Title:   President / CEO                             Title: President/ CEO
Date:    September 30, 1998                          Date: September 30, 1998


    Celerity Solutions, Inc./Professional Services Agreement #PSA980908-DDI
                                       2
<PAGE>


                            CELERITY SOLUTIONS, Inc.

                         Professional Services Agreement
                                    Exhibit C
                                Competitors List
                           Distribution Dynamics, Inc.


This attachment to Exhibit 10.56 has not been included pursuant to the Company's
request for confidential  treatment,  pursuant to the Freedom of Information Act
Rule 17CFR Section 200.83.


    Celerity Solutions, Inc./Professional Services Agreement #PSA980908-DDI
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