EXHIBIT 10.41
                                  -------------

                               September ___, 2001


Yorkville Advisors Management, LLC
One World Trade Center, Suite 7705
New York, New York 10048
Attn:  Mark Angelo


     RE: PURCHASE OF CONVERTIBLE DEBENTURES

Dear Mr. Angelo:

     Celerity Systems,  Inc. (the "COMPANY")  desires to raise gross proceeds of
$680,000 from the sale of convertible debentures. Yorkville Advisors Management,
LLC (the "CONSULTANT") has agreed to assist the Company in raising such proceeds
on the terms and conditions set forth herein.

     1. CONSULTING AGREEMENT. On the date hereof, the Company and the Consultant
shall enter into a consulting  agreement  pursuant to which the Consultant  will
provide certain financial  consulting  services as more  particularly  described
therein.

     2. FEES. From the gross proceeds the Consultant  shall be paid (a) $184,800
for the services described in the Consulting Agreement, plus (b) a fee of 14% of
the gross  proceeds  (i.e., a total of $95,200 if gross proceeds of $680,000 are
raised).

     This  letter may be executed  in any number of  counterparts,  all of which
shall be deemed an original,  and all of which shall constitute one and the same
instrument.  This letter  shall be  accepted,  effective  and  binding,  for all
purposes,  when the parties shall have signed and  transmitted to each other, by
telecopier or otherwise,  copies of this letter.  In the event of any litigation
arising hereunder,  the prevailing party or parties shall be entitled to recover
its or their reasonable  attorneys' fees and court costs from the other party or
parties, including the costs of bringing such litigation and collecting upon any
judgments.  This letter  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns.




     If the foregoing  correctly sets forth the terms of our  agreement,  please
sign this letter on the line  provided  below,  whereupon  it will  constitute a
binding agreement between us.

                                        Very truly yours,

                                        CELERITY SYSTEMS, INC.


                                         By:
                                                --------------------------------

                                         Name:
                                                --------------------------------

                                         Title:
                                                --------------------------------


Agreed and accepted on
September ___, 2001:


YORKVILLE ADVISORS MANAGEMENT, LLC


By:
      --------------------------------------

Name:
      --------------------------------------

Title:
      --------------------------------------